-----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, SDcojHbvJRhzqLyl0teuxVNZeaVZFmXxToMc85ys5CetPlgni+H45ydqsDzsaa+k rSSTXj0hdE8dLbqacwk88g== 0000927016-96-000445.txt : 19960626 0000927016-96-000445.hdr.sgml : 19960626 ACCESSION NUMBER: 0000927016-96-000445 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE INC CENTRAL INDEX KEY: 0000880238 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 042828817 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-03639 FILM NUMBER: 96584900 BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6173226400 MAIL ADDRESS: STREET 1: 18881 VON KARMAN AVE STREET 2: SUITE 1750 CITY: IRVINE STATE: CA ZIP: 92715 FORMER COMPANY: FORMER CONFORMED NAME: PEER REVIEW ANALYSIS INC DATE OF NAME CHANGE: 19930328 S-1/A 1 REGISTRATION STATEMENT AMENDMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1996 REGISTRATION NO. 333 -03639 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CORE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 8099 04-2828817 (STATE OR JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) 18881 VON KARMAN AVENUE, SUITE 1750 IRVINE, CALIFORNIA 92715 (714) 442-2100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- GEORGE C. CARPENTER IV CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER CORE, INC. 18881 VON KARMAN AVENUE, SUITE 1750 IRVINE, CALIFORNIA 92715 (714) 442-2100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES OF ALL COMMUNICATIONS TO: STEPHEN M. KANE, ESQ. FREDERICK W. KANNER, ESQ. RICH, MAY, BILODEAU & FLAHERTY, P.C. DEWEY BALLANTINE 294 WASHINGTON STREET 1301 AVENUE OF THE AMERICAS BOSTON, MASSACHUSETTS 02108 NEW YORK, NEW YORK 10019 (617) 482-1360 (212) 259-8000 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CORE, INC. CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-1
FORM S- 1 ITEM NUMBER AND HEADING CAPTION IN PROSPECTUS ------------------------- --------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus..... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus.... Inside Front Cover Page; Outside Back Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges............. Prospectus Summary; Risk Factors 4. Use of Proceeds.............. Use of Proceeds 5. Determination of Offering Price........................ Outside Front Cover Page; Price Range of Common Stock 6. Dilution..................... Dilution 7. Selling Security Holders..... Principal and Selling Stockholders 8. Plan of Distribution......... Outside and Inside Front Cover Page; Underwriting; Outside Back Cover Page 9. Description of Securities to be Registered................ Price Range of Common Stock; Dividend Policy; Capitalization; Description of Capital Stock 10. Interests of Named Experts and Counsel.................. Legal Matters; Experts 11. Information with Respect to the Registrant............... Outside Front Cover Page; Prospectus Summary; Risk Factors; The Company; Recent Developments; Price Range of Common Stock; Dividend Policy; Capitalization; Pro Forma Combined Condensed Financial Data (Unaudited); Selected Consolidated Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Management; Principal and Selling Stockholders; Description of Capital Stock; Shares Eligible for Future Sales; Financial Statements; Available Information 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.................. Not Applicable
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED JUNE 24, 1996 PROSPECTUS 2,500,000 SHARES [CORE DYNAMO SYMBOL] COMMON STOCK -------- All of the shares of Common Stock offered hereby are being sold by CORE, INC. ("CORE" or the "Company"). The Common Stock of the Company is traded on the Nasdaq National Market under the symbol "CORE." On June 20, 1996, the last sale price of the Common Stock as reported by Nasdaq was $12 1/8 per share. SEE "RISK FACTORS" ON PAGE 6 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON STOCK OFFERED HEREBY. -------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC COMMISSIONS(1) COMPANY(2) - ------------------------------------------------------------------------------- Per Share $ $ $ - ------------------------------------------------------------------------------- Total(3) $ $ $
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) The Company and the Selling Stockholders named under "Principal and Selling Stockholders" have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (2) Before deducting estimated expenses of the offering of $600,000 payable by the Company. (3) The Company and the Selling Stockholders have granted the Underwriters a 30-day option to purchase up to 375,000 additional shares of Common Stock on the same terms as set forth above solely to cover over-allotments, if any. If the Underwriters exercise such option in full, the total Price to Public, Underwriting Discounts and Commissions, Proceeds to Company and Proceeds to Selling Stockholders will be $ , $ , $ and $ , respectively. See "Underwriting." -------- The shares of Common Stock are being offered by the several Underwriters named herein, subject to prior sale, when, as and if accepted by them subject to certain conditions. It is expected that certificates for the shares of Common Stock offered hereby will be available for delivery on or about , 1996 at the offices of Smith Barney Inc., 333 West 34th Street, New York, New York 10001. -------- SMITH BARNEY INC. COWEN & COMPANY , 1996 [ARTWORK APPEARS HERE INCLUDING FOUR PHOTOGRAPHS OF PERSONS IN OFFICES AND HEALTHCARE ENVIRONMENTS, AND THE FOLLOWING COPY DISPLAYED IN GRAPHIC FORMS] CORE's services are focused on the management and measurement of the clinical events that drive disability costs. CUSTOMERS FORTUNE 500 COMPANIES INSURANCE CARRIERS SELF INSURED EMPLOYERS $260 BILLION* (FOOTNOTE) WORKABILITY(R) because the most effective disability management begins on Day 1. CLAIMS DURATION MEDICAL JOB PAYMENTS PEER BILL ANALYSIS & MANAGEMENT MANAGEMENT ACCOMMODATION ADVICE REVIEW REVIEW REPORTING MANAGED DISABILITY SERVICE CONTINUUM NETWORK SERVICES PROVIDERS Primary Care Physicians Preferred Provider Networks Independent Medical Exams Occupational Health Clinics The foundation of the WorkAbility(R) program is an extensive experience base of clinical event reviews used to derive duration guidelines and management protocols. This information technology focus, combined with our peer review panel of over 230 Board Certified physicians, makes CORE the clinically credible choice for disability management services. CORE's comprehensive services position the company to manage workplace absence for an employer's entire workforce, including sick time, short term disability (STD), long term disability (LTD), workers' compensation, wage continuance and Family Medical Leave Act (FMLA) absences. (FOOTNOTE) * The company estimates that the total U.S. costs due to injury and illness related workplace absence are approximately $260 billion per year. [END OF DESCRIPTION OF ART WORK] IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE 10b-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING." PROSPECTUS SUMMARY The following information is qualified in its entirety by the more detailed information and financial statements (including the notes thereto) appearing elsewhere in this Prospectus. See "Risk Factors" for a discussion of certain factors to be considered by prospective investors. THE COMPANY CORE, INC. is a national provider of managed disability and health care benefits management services to Fortune 500 companies and other self-insured employers, third-party administrators and insurance carriers. The Company's services include managed disability services using CORE's proprietary WorkAbility(R) disability management software, specialty physician and behavioral health review services and health care benefits utilization review and case management services. With the AmHealth Acquisition discussed below, CORE will also manage a network of nine occupational health clinics and on-site medical facilities, which render occupational and industrial medical services. The Company's services are designed to assist its clients monitor and control disability and health care benefits costs without compromising the quality of health care services provided to the patient. CORE's managed disability services include monitoring the appropriateness of disability durations under short and long-term disability plans and workers' compensation programs in order to reduce unnecessary absenteeism and its related costs of wage replacement, hiring and training replacement personnel and lost productivity. These services are based on CORE's WorkAbility program, a proprietary software program developed over a ten-year period through the statistical analysis of disability utilization data. CORE's WorkAbility managed disability program provides an objective, medically based method for recommending and monitoring employee's return-to-work dates. The WorkAbility program is designed to obtain and analyze relevant medical and work-related information with the initial onset of the employee's absence and thus assure that the employee, attending physician and employer all have reasonable and consistent expectations as to the projected return-to-work date. CORE's independent physician review programs provide pre-certification, concurrent and appellate physician review services for use with utilization management programs of the Company's insurance company and self-insured corporate clients. The Company believes its more than 230 Board certified physician reviewers comprise the largest independent physician review service in the country. CORE's behavioral health review program provides comparable review services by psychiatric specialists in sub-specialties such as adult and child psychiatry, alcoholism and chemical dependency. The Company also provides utilization review services designed to evaluate the medical necessity and appropriateness of health care services prescribed for participants in health care and medical plans. In cases of high cost injuries or illness, CORE also renders case management services for individual cases to assure that cost- effective treatment alternatives are utilized. In recent years, large corporations have begun to recognize the magnitude of the annual cost of occupational and non-occupational injuries and illnesses, which according to a 1991 publication exceeded $2,200 per employee, or 8% of total payroll costs. These expenses present a significant challenge to corporate productivity. The Company estimates that total U.S. costs due to injury and illness-related workplace absence are approximately $260 billion per year. According to an industry source, workers' compensation expenditures grew at an average annual rate of over 10% from 1982 through 1991, and the Company believes this growth is continuing. The Company estimates that workers' compensation costs were approximately $60 billion in 1994. Despite the general awareness of this high level of workers' compensation costs, expenditures for group disability (including short-term disability and long-term disability plans), sick pay and family leave represent a far larger share of total expenditures at approximately $200 billion in 1994. Two driving factors behind the increase in group disability and workers' compensation expenditures are workplace and legislative changes. Work-related changes that have contributed to rising benefits costs include the aging of the active workforce, increased volatility in hiring and layoffs (which often results in increased benefits utilization) and increased diagnoses of repetitive stress-related injuries. Also contributing to rising disability benefit costs and awareness are legislative changes such as the Family Medical 3 Leave Act and the Americans with Disabilities Act, which mandate accommodation for family circumstances and disabled workers, which both have a growing impact on accommodation and lost time issues. Until recently, recognition and management of these productivity costs have been impaired by their difficulty in measurement, the fragmentation of responsibilities for disability programs within human resources and risk management departments of most corporations and the historical focus on group health managed care. While a small group of companies is emerging that are applying managed care principles to the workers' compensation industry, historically there have been few, if any, companies focusing on the provision of managed care techniques to the broader disabilities market. With the support of its analytic and physician services, CORE's products provide employers with an integrated and comprehensive approach to disability benefits management. CORE intends to expand its position as a leading provider of managed disability benefits services by utilizing its proprietary WorkAbility program and related services to assist its clients in reducing the direct costs of short and long-term disability and workers' compensation benefits and improving employee productivity. The Company believes that the combination of its health care and disability management tools and its strong information technology foundation provide an effective management platform that can be tailored to meet the needs of self-insured employers and third-party payors. The principal elements of the Company's strategy for achieving its objectives are (i) to market aggressively its WorkAbility program in order to achieve greater penetration into the managed disability market; (ii) to pursue disability management outsourcing contracts with large employers; (iii) to make selective acquisitions of businesses that can provide service line extensions and cross- selling synergies in the managed disability market; (iv) to utilize its WorkAbility program as a technology platform in developing managed disability networks in certain geographical markets; and (v) to establish through the WorkAbility program the capability to enter into capitated or other "at risk" arrangements with payors in the managed disability market. RECENT DEVELOPMENTS On May 10, 1996, CORE entered into an Asset Purchase Agreement with AmHealth, Inc. ("AmHealth"), a management services organization that manages nine occupational health clinics and additional on-site medical facilities. These operations offer employers industrial and occupational medical services for employees, including initial diagnosis and treatment of work-related injuries and illnesses as well as physical therapy and physical rehabilitation. The purchase price payable by CORE in this acquisition (the "AmHealth Acquisition") is $15.7 million, subject to certain post-closing adjustments, which is payable in cash and which the Company intends to finance with the proceeds of this offering. The closing of the AmHealth Acquisition is contingent upon the closing of this offering and satisfaction of certain other conditions, and the closing of this offering is conditioned on the closing of the AmHealth Acquisition. See "Recent Developments," "Use of Proceeds," "Business--The AmHealth Acquisition" and Financial Statements of AmHealth. THE OFFERING Common Stock being offered.......................... 2,500,000 shares(1) Common Stock outstanding after the offering......... 7,342,271 shares(1)(2) Use of Proceeds..................................... To finance the AmHealth Acquisition, to expand operating capacity and for other working capital and general corporate purposes Nasdaq--National Market Symbol...................... CORE
- -------- (1) Excludes up to 375,000 shares of Common Stock that may be sold by the Company and the Selling Stockholders pursuant to the Underwriters' over- allotment option. See "Underwriting." (2) Based on the number of shares of Common Stock outstanding as of May 31, 1996. Excludes 1,535,979 shares of Common Stock issuable upon exercise of stock options and warrants outstanding at such date. See "Management" and Note 10 to the Audited Consolidated Financial Statements of the Company. 4 SUMMARY FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS YEAR ENDED DECEMBER 31, ENDED MARCH 31, --------------------------------------- ---------------------------- 1993 1994 1995 1995 1996 ------- ------- --------------------- ------- ------------------- ACTUAL PRO FORMA(2) ACTUAL ACTUAL PRO FORMA(3) ------- ------------ ------- ------ ------------ STATEMENT OF OPERATIONS DATA: Revenues................ $16,316 $16,746 $20,769 $39,245 $ 4,729 $6,584 $9,947 Cost of services........ 10,714 11,305 12,839 22,683 3,117 3,939 6,045 ------- ------- ------- ------- ------- ------ ------ Gross profit.......... 5,602 5,441 7,930 16,562 1,612 2,645 3,902 Total operating ex- penses................. 9,295 10,151 8,185 17,836 2,791 2,151 3,912 ------- ------- ------- ------- ------- ------ ------ Income (loss) from operations(1).......... (3,693) (4,710) (255) (1,274) (1,179) 494 (10) Other income, net....... 317 11 176 58 27 41 35 ------- ------- ------- ------- ------- ------ ------ Net income (loss)....... $(3,376) $(4,699) $ (79) $(1,216) $(1,152) $ 535 $ 25 ======= ======= ======= ======= ======= ====== ====== Net income (loss) per common share........... $ (0.73) $ (1.01) $ (0.02) $ (.20) $ (.24) $ .10 $ .00 ======= ======= ======= ======= ======= ====== ====== Weighted average number of common shares outstanding............ 4,611 4,668 4,755 6,019 4,740 5,532 6,776 ======= ======= ======= ======= ======= ====== ======
MARCH 31, 1996 ------------------------ PRO FORMA ACTUAL AS ADJUSTED(4) -------- -------------- BALANCE SHEET DATA: Working capital........................................ $ 2,850 $ 17,853 Total assets........................................... 12,866 42,102 Long-term obligations.................................. 427 427 Accumulated deficit.................................... (10,329) (10,989) Stockholders' equity................................... 8,213 37,340
- -------- (1) Includes the write-off of goodwill in the amount of $2,294,000 and merger related costs and expenses of $1,114,000 in 1994 and merger related costs and expenses of $994,000 in 1995. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." (2) Gives effect to the AmHealth Acquisition, the CRS Acquisition (as defined herein) and the sale of 1,264,000 shares of Common Stock in this offering (the number of shares that would need to be sold to generate net proceeds sufficient to finance the AmHealth Acquisition), assuming a public offering price of $12.125 per share and after deducting underwriting discounts and commissions and a pro rata portion of estimated offering expenses, as if such transactions had been completed as of January 1, 1995. See "Pro Forma Combined Condensed Financial Data (Unaudited)." (3) Gives effect to the AmHealth Acquisition and the sale of 1,244,000 shares of Common Stock in this offering (the number of shares that would need to be sold to generate net proceeds sufficient to finance the AmHealth Acquisition), assuming a public offering price of $12.125 per share and after deducting underwriting discounts and commissions and a pro rata portion of estimated offering expenses, as if such transactions had been completed as of January 1, 1995. See "Pro Forma Combined Condensed Financial Data (Unaudited)." (4) Gives effect to the AmHealth Acquisition and the sale of the shares of Common Stock offered hereby (based on an assumed public offering price of $12.125 per share) and the application of the estimated net proceeds therefrom as described under "Use of Proceeds" as if such transactions had occurred as of March 31, 1996. See "Pro Forma Combined Condensed Financial Data (Unaudited)." ---------------- Except as otherwise indicated herein, information in this Prospectus assumes no exercise of the Underwriters' option to purchase from the Company and the Selling Stockholders up to an aggregate of 375,000 shares of Common Stock to cover over-allotments, if any. See "Underwriting." 5 RISK FACTORS An investment in the shares being offered hereby involves a high degree of risk. Prospective investors should carefully consider the following risk factors, in addition to the other information contained in this Prospectus, in evaluating an investment in the shares of Common Stock offered hereby. In particular, prospective investors are cautioned that this Prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and that actual results could differ materially from those contemplated by such statements. Such statements reflect management's current views, are based on many assumptions and are subject to risks and uncertainties. The factors listed below represent certain important factors the Company believes could cause such results to differ. These factors are not intended to represent a complete list of the general or specific risks that may affect the Company. It should be recognized that other risks may be significant, presently or in the future, and the risks set forth below may affect the Company to a greater extent than indicated. HISTORY OF LOSSES; UNCERTAINTY OF FUTURE PROFITABILITY The Company has recorded net losses of $253,000 for 1991, $2,014,000 for 1992, $3,376,000 for 1993, $4,699,000 for 1994 and $79,000 for 1995. The Company's losses have resulted in an accumulated deficit of approximately $10.3 million at March 31, 1996. There can be no assurance that the Company will become profitable, or if profitable, that profitability will be maintained on a quarterly or annual basis. Moreover, if profitability is achieved, the level of profitability cannot be accurately predicted. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." RECENT AND PROPOSED ACQUISITIONS; RISKS OF INTEGRATION; NEW BUSINESS LINES The Company's operations have expanded significantly as a result of the March 1995 merger with Core Management, Inc. ("CMI") and October 1995 acquisition of Cost Review Services, Inc. ("CRS"). The proposed acquisition of assets of AmHealth will cause a further major increase in operations. See "The Company," "Recent Developments" and "Business--The AmHealth Acquisition." In addition, the Company intends to continue to pursue the growth of its business through the acquisition of other businesses complementary to its existing businesses. See "Business--Strategy." The merger with CMI and the acquisition of CRS have resulted in the Company becoming much larger, more complex and more operationally and geographically diverse, presenting challenges for the Company's management and potentially detracting attention of management from the day-to-day operations of CORE. These challenges will increase by reason of the proposed AmHealth Acquisition and other possible future acquisitions. In light of this recent and potential future growth, the success of the Company's efforts to integrate acquired operations and streamline overlapping business and administrative functions will be crucial in order for the Company to be profitable. The various systems and procedures of the Company's operations will have to be coordinated and integrated with those of previously acquired companies as well as the AmHealth business and any other businesses which may be acquired in the future. There can be no assurance that the process of integrating the businesses acquired through the CMI merger and CRS acquisition and to be acquired through the proposed AmHealth Acquisition and other possible future acquisitions will be successful. Furthermore, the successful integration of acquired operations may require significant expenditures and involve substantial unanticipated costs. AmHealth provides management services to occupational health clinics and on- site industrial medical facilities. The Company does not currently provide, and has no experience providing, these types of services. Additionally, the nine clinics subject to the AmHealth Acquisition have recorded losses from operations of approximately $1,215,000 for the year ended June 30, 1994, approximately $1,977,000 for the year ended June 30, 1995 and approximately $1,167,000 for the nine months ended March 31, 1996, and have an accumulated deficit of approximately $6,801,000 as of March 31, 1996. In addition, the audit report accompanying the AmHealth financial statements identifies matters that raise doubt regarding AmHealth's ability to continue as a going concern. There can be no assurance that the Company will be able to manage successfully the operations to be acquired in the AmHealth Acquisition, utilize these operations in the implementation of the Company's network strategy or realize any of the anticipated benefits from this acquisition. See "Business-- Strategy." 6 RELIANCE ON WORKABILITY(R) PROGRAM The Company's strategy involves focusing its growth efforts on, and consequently committing significant management, marketing and other resources to expanding, its managed disability services, and in particular its WorkAbility disability management program. However, revenue derived from this area of operations represented only 26% of the Company's total revenue for the year ended December 31, 1995 and 36% for the three months ended March 31, 1996. There can be no assurance that the Company's focus on its managed disability services will ultimately be profitable for the Company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business--Strategy." The Company's managed disability services are dependent upon the WorkAbility computer software. The Company's success in deriving revenue from its WorkAbility software is dependent upon its maintaining the proprietary and confidential nature of this software. The Company relies on a combination of database size, trade secret, copyright, trademark and contractual protections to establish and protect its proprietary rights to the WorkAbility software. There can be no assurance, however, that the precautions taken by the Company will be adequate to prevent misappropriation or re-creation of the Company's database. In addition, these protections and precautions will not prevent development by independent third parties of competitive technology or products, and some companies have developed products which, to some extent, perform functions similar to those performed by the WorkAbility software. DEPENDENCE ON KEY CLIENTS The Company has contracts with several key clients which account for a substantial portion of its revenues. During the years ended December 31, 1994 and 1995 and the three months ended March 31, 1996, the Company's five largest clients represented 36.5%, 30.1% and 31.2%, respectively, of total revenue, and its ten largest clients represented 45.0%, 51.0% and 51.0%, respectively, of total revenue. The majority of the Company's contracts with its clients, including those with its major clients, permit cancellation by the client upon 60 to 90 days' notice, while certain other of the Company's contracts permit immediate cancellation under certain circumstances. Additionally, with a few exceptions, the Company's contracts with its customers do not require minimum payments or purchase of minimum levels of services. The failure to renew, or the exercise of cancellation rights contained in the Company's contracts with its clients, or a significant reduction in the volume of services requested by the Company's clients, could have a material adverse effect on the Company. See "Business--Clients and Marketing" and Note 15 to the Audited Consolidated Financial Statements of the Company. RISKS RELATED TO GROWTH STRATEGY The Company's strategy is to continue its internal growth and, as strategic opportunities arise in the managed disability services market, to pursue acquisitions of, or relationships with, other companies in related lines of business. As a result, the Company is subject to certain growth-related risks, including the risks that it will be unable to retain personnel or acquire other resources necessary to service such growth adequately. Expenses arising from the Company's efforts to increase its market penetration may have a negative impact on operating results. In addition, there can be no assurance that any suitable opportunities for strategic acquisitions or relationships will arise or, if they do arise, that the transactions contemplated thereby could be completed. See "Business--Strategy." EXPOSURE TO PROFESSIONAL LIABILITY The Company, through its managed care services, makes recommendations regarding benefit plan coverage and work absence periods based upon judgments of the appropriateness of proposed medical treatment plans and length of absence, and in certain instances CORE has the discretion to determine or deny such benefit plan coverage and work absence periods. Consequently, the Company has from time to time and may in the future become subject to claims related to adverse medical consequences or for the costs of services denied and claims, such as malpractice, arising from the errors or omissions of health care professionals. A successful claim against 7 the Company could have a material adverse effect on the Company's financial position and results of operations. Furthermore, claims against the Company, regardless of their merit or eventual outcome, may involve substantial defense costs. There can be no assurance that procedures implemented by the Company to limit its liability have been or will be effective or that litigation to which the Company is or may become subject will not adversely affect its financial position or results of operations. The Company maintains professional liability insurance and such other coverages as the Company believes are reasonable in light of the Company's experience to date. However, there can be no assurance that such insurance will be sufficient to protect the Company from liability which might adversely affect the Company's business, operating results or financial condition or will continue to be available to the Company at reasonable cost or at all. With the proposed AmHealth Acquisition, the Company will provide management services to a professional corporation rendering medical services in the occupational health field (the "Medical Group"). The provision of medical services entails an inherent risk of professional liability and similar claims. The most significant source of potential liability to which the Company will be exposed in providing such services will likely be the negligence of those physicians or the Medical Group to which the Company will provide its services. The Company intends to perform only administrative services for the Medical Group. However, the Company could become subject to claims for malpractice of physicians under various theories, including theories that a physician is an employee or agent of the Company or that the Company was negligent in contracting for such physician's services. There can be no assurance that a future claim or claims will not be successful or if successful will not exceed the limits of available insurance coverage or that such coverage will continue to be available at acceptable costs or at all. See "Business--The AmHealth Acquisition" and "--Professional Liabilities; Legal Proceedings." GOVERNMENT REGULATION; REIMBURSEMENT; HEALTH CARE REFORM The health care industry is subject to extensive federal and state regulation relating to licensure, conduct of operations and prices for services. A number of states, including several of those in which the Company transacts business, have extensive licensing and other regulatory requirements applicable to the Company's business, including utilization review, physician practice management and workers' compensation. These requirements include compliance with federal and state prohibitions on the offer or receipt of remuneration for the referral of patients or other items or services. Additionally, the Company's clients, including insurance companies, are subject to regulations which indirectly affect the Company. Regulation in the health care field is constantly evolving. The Company is unable to predict what additional government regulations, if any, directly or indirectly affecting its business may be promulgated. Although the Company believes that it is in material compliance with applicable statutes, licensing requirements and regulations in those states in which it is subject to regulation, the Company's business could be adversely affected by a revocation of or failure to obtain required licenses and governmental approvals, a failure to comply with applicable statutes or regulations or significant changes in regulations applicable to its clients. See "Business--Government Regulation; Reimbursement; Health Care Reform." In addition to existing government health care regulation, there have been numerous initiatives at the federal and state levels, as well as by private third-party payors, for comprehensive reforms affecting the payment for and availability of health care services. The Company believes that such initiatives will continue during the foreseeable future. The Company is unable to predict what, if any, reform initiatives may be adopted, or what effect, if any, their adoption may have on the Company. RELIANCE ON DATA PROCESSING CAPABILITIES The Company's business in general, and its WorkAbility disability management program in particular, is dependent upon the ability to continuously store, retrieve, process and manage data. Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other computer problems could have a material adverse effect on the business of the Company. 8 COMPETITION The markets in which the Company is engaged are highly competitive. In addition to other utilization management and disability management companies, the Company competes with insurance companies, third party administrators and preferred provider organizations. Many of the Company's competitors are larger and have greater financial and other resources than the Company. The occupational health care industry in which AmHealth competes is also highly fragmented and competitive. The AmHealth operations and the Medical Group compete with sole practitioners, small medical groups, hospitals and a few larger organizations which may have greater resources and knowledge of the industrial medical market. There can be no assurance that competitive factors in the Company's markets will not have an adverse effect on the Company. See "Business--Competition." DEPENDENCE ON KEY PERSONNEL The Company's success will depend to a significant extent upon the skills of a number of key employees, including Mr. George C. Carpenter IV, the Company's Chairman of the Board and Chief Executive Officer, Craig C. Horton, the Company's President and Chief Operating Officer and William E. Nixon, the Company's Executive Vice President and Chief Financial Officer. The Company does not have employment agreements with Mr. Carpenter or Mr. Horton. See "Management--Employment Contracts and Termination of Employment and Change in Control Arrangements." In addition, the Company's success will depend to an extent on its ability to recruit credentialed physicians for the Company's peer review activities. The AmHealth business will also depend on a continuing relationship with its affiliated Medical Group and on the ability of the Medical Group to recruit qualified physicians in the occupational health field. The future loss of the services of one or more key persons, the termination of the relationship with the Medical Group or the inability to continue to recruit qualified physicians could adversely affect the Company. CONTROL BY OFFICERS AND DIRECTORS Upon completion of this offering and excluding sales by Selling Stockholders in the over-allotment, if any, the Company's executive officers and directors will beneficially own (including options exercisable as of May 31, 1996) approximately 19.2% of the Common Stock (approximately 21.9% if all options granted to such officers and directors become vested and are exercised). As a result, the executive officers and directors of the Company acting together would be able to exert considerable influence over the election of the Company's directors and the outcome of most corporate actions requiring stockholder approval. Such concentration of ownership may have the effect of delaying or preventing a change in control of the Company, which could adversely affect the market price for the Common Stock. See "Principal and Selling Stockholders." DILUTION; OUTSTANDING OPTIONS Purchasers of shares in this offering will experience an immediate dilution of $9.445 per share (based on an assumed public offering price of $12.125 per share and after deducting the estimated offering expenses and underwriting discounts). On May 31, 1996, there were outstanding options and warrants to purchase 1,535,979 shares of Common Stock at a weighted average exercise price of $6.03 per share. The exercise of these options would result in significant book value and earnings dilution to purchasers of shares of Common Stock in this offering. See "Dilution" and "Management." ANTI-TAKEOVER CONSIDERATIONS Certain provisions of the Company's certificate of incorporation and by-laws and Massachusetts law could discourage potential acquisition proposals, delay or prevent a change in control of the Company and, consequently, limit the price that investors might be willing to pay in the future for shares of Common Stock. These provisions include a classified board of directors and the ability to issue, without further stockholder approval, shares of preferred stock with rights and privileges senior to the Common Stock. The Company is also 9 subject to Chapters 110F and 110D of the Massachusetts General Laws, which, in general, prohibit a corporation with sufficient ties to Massachusetts from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person becomes an interested stockholder, subject to certain exceptions. For purposes of the statute, an "interested stockholder" is defined as a person who, together with affiliates and associates, owns (or, if an affiliate of the Company, owned at any time within the prior three years) 5% or more of the corporation's voting stock. As of May 31, 1996, the following persons met the statutory definition of an "interested stockholder" of the Company: Fiduciary Trust Company International, John Pappajohn, Craig C. Horton, George C. Carpenter IV and James Franklin. See "Management--Directors and Executive Officers," "Principal and Selling Stockholders" and "Description of Capital Stock." POTENTIAL VOLATILITY OF STOCK PRICE The market prices for the Common Stock and the securities of certain other companies in the health care industry have had a history of significant volatility. The trading price of the Common Stock could continue to be subject to significant fluctuations due to uncertainties regarding the consolidation of the businesses of the Company, announcements or actions by competitors, developments involving the Company's relationships with key clients, government regulation, developments involving the AmHealth Acquisition, fluctuations in quarterly results and other factors. These broad market fluctuations, as well as general economic conditions and the financial performance of the Company, may adversely affect the market price of the Common Stock. See "Price Range of Common Stock." SHARES ELIGIBLE FOR FUTURE SALE Future sales of substantial amounts of the Common Stock in the public market could adversely affect prevailing market prices and could impair the Company's ability to raise additional capital through the sale of its equity securities. The Company is unable to make any prediction as to the effect, if any, that future sales of Common Stock or the availability of Common Stock for sale may have on the market price of the Common Stock prevailing from time to time. See "Shares Eligible for Future Sale." THE COMPANY The Company was incorporated in Massachusetts in April 1984 under the name Peer Review Analysis, Inc. ("PRA") to provide physician-intensive utilization management services to commercial insurance companies and self-insured employers. PRA became a publicly-held entity in December 1991 with the completion of an initial public offering. In March 1995, PRA completed its merger (the "CMI/PRA Merger") involving Core Management, Inc., a Delaware corporation ("CMI"). CMI offers a broad range of disability management, health care utilization review and analysis and consulting services, and CMI's Integrated Behavioral Health Division ("IBH") specializes in utilization review of and case management services with respect to mental health and substance abuse cases. CMI was incorporated in 1990 to acquire the health and disability cost management services business (including the WorkAbility program) of Health Data Institute, Inc., a subsidiary of Baxter International, Inc. IBH became a subsidiary of CMI in a March 1993 acquisition. The CMI/PRA Merger was treated as a pooling of interests for accounting purposes. The description herein of the business of the Company includes the operations of both PRA and CMI from the inception of both companies. In July 1995, the Company changed its name from Peer Review Analysis, Inc. to CORE, INC. On October 2, 1995, CORE acquired all the capital stock of Cost Review Services, Inc., a workers' compensation bill audit firm. The Company's executive offices are located at 18881 Von Karman Avenue, Suite 1750, Irvine, California 92715, and its telephone number at that address is (714) 442-2100. WorkAbility is a registered trademark of the Company. 10 RECENT DEVELOPMENTS On May 10, 1996, CORE entered into an Asset Purchase Agreement to acquire substantially all of the assets and operations of AmHealth (excluding its accounts receivable). AmHealth is a management services organization that manages occupational health clinics and on-site industrial medical facilities in California. The assets and operations to be acquired by the Company relate to nine occupational health clinics and a medical services division that provides on-site occupational health and industrial medical services to approximately 11 employers. These clinics and the on-site medical services operations provide initial diagnosis and treatment of work-related injuries and illnesses that traditionally have been provided by hospitals and family practice and other primary care physicians. The purchase price for AmHealth's assets is $15.7 million, subject to certain post-closing adjustments, which is payable in cash and which the Company intends to finance with the proceeds of this offering. The closing of the AmHealth Acquisition and this offering are mutually dependent. See "Business--The AmHealth Acquisition." On April 8, 1996, CORE announced that it had been selected (subject to negotiation of a definitive service agreement) by Bell Atlantic Corporation to provide managed disability services, including utilization of CORE's WorkAbility program, for approximately 57,000 employees, beginning August 1, 1996. The Company and Bell Atlantic are currently negotiating the agreement. On April 29, 1996, in connection with the Company's hiring of Peter P. Greaney, M.D. as the Company's Chief Medical Officer, CORE entered into an agreement with Dr. Greaney, pursuant to which the Company has the option, exercisable through December 31, 1996, to purchase Greaney Medical Group. GMG Workcare(TM), a division of Greaney Medical Group, is a national consulting organization specializing in all aspects of occupational medicine, including managed occupational health care and outsourcing of occupational health programs for national employers. The exercise price of the option is approximately $8.1 million payable in shares of common stock of the Company. The option exercise price is equal to a multiple of 1996 estimated operating after-tax net income adjusted for certain items. The multiple represents what the Company believes to be an appropriate discount from price-earnings multiples of publicly-traded companies in similar businesses to the Greaney Medical Group. On April 30, 1996, the Company announced its negotiations with respect to the Company's providing long-term administrative and managerial service to Continental FirstCare, an MSO which is affiliated with an independent practice association ("IPA") of approximately 75 occupational health facilities in California. These services are expected to commence during the summer of 1996. USE OF PROCEEDS The net proceeds to the Company from the sale of the shares of Common Stock offered hereby are estimated to be approximately $27.7 million ($29.1 million if the Underwriters' over-allotment option is exercised in full), assuming a public offering price of $12.125 per share and after deducting underwriting discounts and commissions and estimated offering expenses. The Company expects to use approximately $15.7 million of the net proceeds of the offering to finance the AmHealth Acquisition. The Company will also use funds from the offering for investments in its operating capacity, including costs and expenses in establishing a Maryland office to service the Company's anticipated contract with Bell Atlantic Corporation (with respect to which a contract is currently under negotiation) and significant expansion and upgrades to the Company's information systems. The remainder of the net proceeds will be used for other working capital and general corporate purposes. A portion of the net proceeds could also be used for acquisitions of new products, services or businesses complementary to the Company's business. However, other than the AmHealth Acquisition and the Company's option to purchase the occupational health business presently owned by Peter P. Greaney, M.D. and discussions with Continental FirstCare, the Company has no present definitive agreements or letters of intent with respect to any such transactions. See "Recent Developments" and "Business--The AmHealth Acquisition." 11 Pending such uses, the Company intends to invest the net proceeds from the offering in short-term, investment-grade, interest-bearing securities. The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders in the event that the Underwriters' over-allotment option is exercised. PRICE RANGE OF COMMON STOCK The Common Stock is quoted on the Nasdaq National Market System ("Nasdaq- NMS") under the symbol "CORE." Prior to July 31, 1995, the Company's Nasdaq- NMS symbol was "PRAI." The following table shows the range of high and low sales prices per share for the shares of Common Stock on the Nasdaq-NMS for the calendar quarters indicated as reported by Nasdaq. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and do not necessarily represent actual transactions.
HIGH LOW -------- ------ 1994 First quarter........................................... $5 3/8 $3 3/8 Second quarter.......................................... 4 1/8 2 1/4 Third quarter........................................... 3 15/16 2 3/8 Fourth quarter.......................................... 3 13/16 2 1/8 1995 First quarter........................................... 4 1/2 2 7/8 Second quarter.......................................... 4 2 3/8 Third quarter........................................... 8 1/2 2 7/8 Fourth quarter.......................................... 10 3/8 7 3/8 1996 First quarter........................................... 13 3/8 8 3/8 Second quarter (through June 20)........................ 17 1/4 11
On June 20, 1996, the last sale price of the Common Stock as reported by Nasdaq was $12 1/8 per share. As of May 31, 1996, there were approximately 141 record holders of the Common Stock. DIVIDEND POLICY The Company has never paid a cash dividend. Inasmuch as the Company intends to retain earnings for the operation and expansion of its business, the Company does not intend to pay dividends on its Common Stock for the foreseeable future. The Company's bank credit line prohibits the payment of dividends on the Common Stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." Future dividend policy will be determined by the Company's Board of Directors in light of the then prevailing financial condition of the Company and other relevant factors. 12 CAPITALIZATION The following table sets forth the capitalization of the Company as of March 31, 1996 and as adjusted to give pro forma effect to the AmHealth Acquisition and to the sale of the shares of Common Stock offered hereby (at an assumed public offering price of $12.125 per share) and the application of the net proceeds therefrom as described under "Use of Proceeds."
MARCH 31, 1996 ---------------------------------------- PRO FORMA ACTUAL PRO FORMA AS ADJUSTED ------------ ------------ ------------ Current maturities of long-term obligations......................... $ 559,373 $ 559,373 $ 559,373 ============ ============ ============ Long-term obligations, less current maturities.......................... $ 426,713 $ 426,713 $ 426,713 ------------ ------------ ------------ Stockholders' equity: Preferred Stock, no par value, 500,000 shares authorized; no shares issued or outstanding...... -- -- -- Common Stock, par value $0.10 per share; 10,000,000 shares authorized; 4,815,781 shares issued and outstanding, actual and pro forma; and 7,315,781 shares issued and outstanding, pro forma as adjusted(1).................... 481,578 481,578 731,578 Additional paid-in capital......... 18,104,718 18,104,718 45,596,906 Deferred compensation.............. (51,120) (51,120) (51,120) Cumulative unrealized gain on investments available-for-sale................ 6,778 6,778 6,778 Accumulated deficit................ (10,328,620) (10,989,070) (10,989,070) ------------ ------------ ------------ Net stockholders' equity......... 8,213,334 7,552,884 35,295,072 ------------ ------------ ------------ Total capitalization................. $ 8,640,047 $ 7,979,597 $ 35,721,785 ============ ============ ============
- -------- (1) Excludes 1,510,475 shares of common stock issuable upon the exercise of outstanding options and warrants. See "Management." 13 DILUTION The net tangible book value of the Company at March 31, 1996, was approximately $5,887,000, or $1.22 per share. Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of shares of Common Stock outstanding as of such date. Without taking into account any changes in net tangible book value after March 31, 1996, other than to give pro forma effect to the completion of the AmHealth Acquisition and the sale of the shares of Common Stock offered hereby (assuming a public offering price of $12.125 per share) and after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the pro forma net tangible book value of the Company at March 31, 1996, would have been approximately $19,596,000, or $2.68 per share. This represents an immediate net increase in net tangible book value of $1.46 per share to existing stockholders and an immediate dilution in net tangible book value of $9.445 per share to purchasers of Common Stock in this offering. The following table illustrates this dilution: Assumed public offering price per share....................... $12.125 Net tangible book value per share as of March 31, 1996...... 1.22 Net increase per share attributable to the offering and the AmHealth Acquisition....................................... 1.46 ---- Pro forma net tangible book value per share after the offering and the AmHealth Acquisition................................. 2.68 ------ Dilution per share to new investors........................... $9.445 ======
The foregoing table does not take into account the exercise of outstanding stock options and warrants after March 31, 1996. As of such date, there were outstanding stock options and warrants to purchase an aggregate of 1,510,475 additional shares of Common Stock at a weighted average exercise price of $5.82 per share. To the extent that these options and warrants are exercised, there will be further dilution to new investors. See "Management." 14 PRO FORMA COMBINED CONDENSED FINANCIAL DATA (UNAUDITED) The unaudited pro forma combined condensed financial data set forth below are based on the consolidated historical financial statements of the Company included elsewhere herein after giving effect to the transactions described below. The unaudited pro forma combined condensed balance sheet as of March 31, 1996 gives effect to the AmHealth Acquisition and the sale of the 2,500,000 shares of Common Stock offered hereby, assuming a public offering price of $12.125 per share and after deducting underwriting discounts and commissions and estimated offering expenses, as if such transactions had occurred on that date. The unaudited pro forma combined condensed statement of operations for the year ended December 31, 1995 and the three months ended March 31, 1996 gives effect to (i) the AmHealth Acquisition, (ii) the CRS Acquisition (as to the 1995 period) and (iii) the sale of 1,264,000 and 1,244,000 shares, respectively, of Common Stock in this offering (the number of shares that would need to be sold to generate net proceeds sufficient to finance the AmHealth Acquisition), assuming a public offering price of $12.125 per share and after deducting underwriting discounts and commissions and a pro rata portion of estimated offering expenses, as if such transactions had occurred on January 1, 1995. The unaudited pro forma combined condensed financial data set forth below do not purport to represent what the Company's financial position or results of operations would have been had the transactions described above occurred on the dates indicated, or to project the Company's financial position or results of operations for any future period or date, nor does it give effect to any matters other than those described in the notes thereto. The unaudited pro forma combined condensed financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Position and Results of Operations," the Consolidated Financial Statements of the Company and the Financial Statements of AmHealth appearing elsewhere in this Prospectus. 15 PRO FORMA COMBINED CONDENSED BALANCE SHEET (UNAUDITED) MARCH 31, 1996
PRO FORMA PRO FORMA AFTER AMHEALTH AFTER THE THE AMHEALTH ACQUISITION AMHEALTH OFFERING ACQUISITION AND CORE AMHEALTH ADJUSTMENTS ACQUISITION ADJUSTMENTS(2) THIS OFFERING ------------ ----------- ------------ ------------ -------------- --------------- ASSETS Current assets: Cash and cash equivalents........... $ 18,332 $ 69,482 $(14,825,056)(1c) $(13,737,242) $13,825,056 $ 87,814 1,000,000 (ld) Cash pledged as collateral and customer advances..... 332,050 332,050 332,050 Investments available- for-sale.............. 437,009 437,009 13,917,132 14,354,141 Accounts receivable, net of allowance for doubtful accounts..... 4,301,040 2,476,711 (2,476,711)(1a) 4,301,040 4,301,040 Prepaid expenses and other current assets.. 531,912 299,511 (141,000)(1c) 627,784 627,784 (62,639)(1b) Notes receivable from affilliates........... 1,041,450 (1,016,450)(1d) 25,000 25,000 ------------ ----------- ------------ ------------ ----------- ----------- Total current assets... 6,661,793 2,845,704 (17,521,856) (8,014,359) 27,742,188 19,727,829 Property and equipment, net.................... 3,527,849 802,935 (254,372)(1a) 4,076,412 4,076,412 Cash pledged as collateral............. 192,000 192,000 192,000 Deposits and other 298,479 22,759 (22,759)(1a) 361,118 361,118 assets................. 62,639 (1b) Goodwill, net of accumulated amortization of $34,600 actual and $88,600 pro forma.................. 1,918,780 (54,000)(1e) 1,864,780 1,864,780 Goodwill, net of accumulated amortization of $590,000 pro forma..... 13,567,500 (1c) 13,567,500 13,567,500 Goodwill, net of accumulated amortization of $1,178,752............. 4,316,480 (4,316,480)(1a) Intangibles, net........ 266,781 266,781 266,781 ------------ ----------- ------------ ------------ ----------- ----------- Total assets........... $ 12,865,682 $ 7,987,878 $ (8,539,328) $ 12,314,232 $27,742,188 $40,056,420 ============ =========== ============ ============ =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Cash overdraft......... $ 234,040 $ (234,040)(1a) Accounts payable and accrued expenses...... $ 3,183,824 3,034,534 (3,034,534)(1a) $ 3,292,824 $ 3,292,824 109,000 (1c) Deferred income taxes.. 68,316 68,316 68,316 Notes payable to bank.. 222,300 (222,300)(1a) Notes payable.......... 91,995 6,842,600 (6,842,600)(1a) 91,995 91,995 Current portion of long term debt............. 2,720,595 (2,720,595)(1a) Current portion of obligations to former shareholders.......... 384,484 384,484 384,484 Current portion of capital lease payments.............. 82,894 33,377 (33,377)(1a) 82,894 82,894 ------------ ----------- ------------ ------------ ----------- ----------- Total current liabilities........... 3,811,513 13,087,446 (12,978,446) 3,920,513 3,920,513 Long-term obligations to former shareholders, net of current portion................ 366,824 366,824 366,824 Capital lease obligations, net of current portion........ 59,889 59,889 59,889 Deferred rent, net of current portion........ 264,622 264,622 264,622 Deferred income taxes... 149,500 149,500 149,500 Redeemable preferred stock.................. 2,500,000 (2,500,000)(1a) Stockholders' equity (deficit): Common stock, $0.10 par value per share; authorized 10,000,000 shares; issued and outstanding 4,815,781 shares actual and 7,315,781 adjusted for this offering......... 481,578 481,578 $ 250,000 731,578 Additional paid-in capital............... 18,104,718 18,104,718 27,492,188 45,596,906 Deferred compensation.. (51,120) (51,120) (51,120) Investment by and advances from AmHealth, Inc......... (798,269) 798,269 (1a) Cumulative unrealized gain on investments available-for-sale.... 6,778 6,778 6,778 Accumulated deficit.... (10,328,620) (6,801,299) 6,801,299 (1a) (10,989,070) (10,989,070) (590,000)(1c) (54,000)(1e) (16,450)(1d) ------------ ----------- ------------ ------------ ----------- ----------- Total stockholders' equity (deficit)...... 8,213,334 (7,599,568) 6,939,118 7,552,884 27,742,188 35,295,072 ------------ ----------- ------------ ------------ ----------- ----------- Total liabilities and stockholders' equity.. $ 12,865,682 $ 7,987,878 $ (8,539,328) $ 12,314,232 $27,742,188 $40,056,420 ============ =========== ============ ============ =========== ===========
See accompanying notes. 16 PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE YEAR ENDED DECEMBER 31, 1995
PRO FORMA COST PRO FORMA AFTER THE REVIEW CRS AFTER THE AMHEALTH CRS AND SERVICES, ACQUISITION CRS ACQUISITION AMHEALTH CORE(5) INC.(5) ADJUSTMENTS ACQUISITION AMHEALTH(5) ADJUSTMENTS ACQUISITION ----------- ---------- ----------- ----------- ----------- ----------- ----------- Revenues......... $20,768,521 $4,078,677 $24,847,198 $14,398,404 $39,245,602 Cost of servic- es.............. 12,838,971 $1,512,798 (1f) 14,351,769 $8,331,593 (1f) 22,683,362 ----------- ---------- ---------- ----------- ----------- ---------- ----------- Gross profit.... 7,929,550 4,078,677 (1,512,798) 10,495,429 14,398,404 (8,331,593) 16,562,240 Operating ex- penses: Sales and marketing...... 1,499,120 937,832 (1f) 2,436,952 428,120 (1f) 2,865,072 General and administrative.. 4,787,238 1,012,624 (69,946)(1f) 5,729,916 2,894,027 3,533,418 (1f) 12,157,361 Salaries and benefits....... 2,380,684 (2,380,684)(1f) 8,367,839 (8,367,839)(1f) Contract services....... 865,505 (865,505)(1f) Equipment and facilities rent........... 1,232,412 (1,232,412)(1f) Corporate over- head........... 1,827,375 (1,827,375)(1f) Corporate relocation/ reorganization expense........ 993,619 993,619 993,619 Disposal of clinic operations..... 263,810 263,810 Depreciation and amortization... 904,900 51,816 54,000 (1e) 1,010,716 973,624 (783,780)(1h) 1,556,560 472,000 (1c) (116,000)(1l) ----------- ---------- ---------- ----------- ----------- ---------- ----------- Total operating expenses........ 8,184,877 3,445,124 (1,458,798) 10,171,203 16,424,592 (8,759,373) 17,836,422 Loss from operations...... (255,327) 633,553 (54,000) 324,226 (2,026,188) 427,780 (1,274,182) Other income (ex- pense): Interest income......... 239,590 13,837 (92,250)(1i) 161,177 161,177 Interest ex- pense.......... (83,410) (26,883) (57,000)(1j) (167,293) (1,482,712) 1,482,712 (1g) (167,293) Other........... 19,974 19,974 44,223 64,197 ----------- ---------- ---------- ----------- ----------- ---------- ----------- 176,154 (13,046) (149,250) 13,858 (1,438,489) 1,482,712 58,081 ----------- ---------- ---------- ----------- ----------- ---------- ----------- Income(loss) be- fore income taxes......... (79,173) 620,507 (203,250) 338,084 (3,464,677) 1,910,492 (1,216,101) Provision for income taxes... 138,425 (138,425)(1k) ----------- ---------- ---------- ----------- ----------- ---------- ----------- Net income (loss)......... $ (79,173) $ 482,082 $ (64,825) $ 338,084 $(3,464,677) $1,910,492 $(1,216,101) =========== ========== ========== =========== =========== ========== =========== Net loss per common share... $ (0.02) $ (0.26) =========== =========== Weighted average number of common shares outstanding... 4,755,000 4,755,000 =========== =========== PRO FORMA AFTER THE AMHEALTH ACQUISITION OFFERING AND THIS ADJUSTMENTS(3) OFFERING -------------- ------------ Revenues......... $39,245,602 Cost of servic- es.............. 22,683,362 ------------ Gross profit.... 16,562,240 Operating ex- penses: Sales and marketing...... 2,865,072 General and administrative.. 12,157,361 Salaries and benefits....... Contract services....... Equipment and facilities rent........... Corporate over- head........... Corporate relocation/ reorganization expense........ 993,619 Disposal of clinic operations..... 263,810 Depreciation and amortization... 1,556,560 ------------ Total operating expenses........ 17,836,422 Loss from operations...... (1,274,182) Other income (ex- pense): Interest income......... 161,177 Interest ex- pense.......... (167,293) Other........... 64,197 ------------ 58,081 ------------ Income(loss) be- fore income taxes......... (1,216,101) Provision for income taxes... ------------ Net income (loss)......... $(1,216,101) ============ Net loss per common share... $ (0.20) ============ Weighted average number of common shares outstanding... 1,264,000 6,019,000 ============== ============
See accompanying notes. 17 PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1996
PRO FORMA AFTER THE PRO FORMA AMHEALTH AMHEALTH AFTER THE ACQUISITION ACQUISITION AMHEALTH OFFERING AND THIS CORE AMHEALTH ADJUSTMENTS ACQUISITION ADJUSTMENTS(4) OFFERING ---------- ---------- ----------- ----------- -------------- ----------- Revenues................ $6,583,562 $3,363,971 $9,947,533 $9,947,533 Cost of services........ 3,938,910 $ 2,106,348 (1f) 6,045,258 6,045,258 ---------- ---------- ----------- ---------- ---------- Gross profit........... 2,644,652 3,363,971 (2,106,348) 3,902,275 3,902,275 Operating expenses: Sales and marketing.... 470,234 113,391 (1f) 583,625 583,625 General and administrative........ 1,403,074 694,693 714,296 (1f) 2,812,063 2,812,063 Salaries and benefits.. 2,119,448 (2,119,448)(1f) Contract services...... 228,163 (228,163)(1f) Equipment and facilities rent....... 222,272 (222,272)(1f) Corporate overhead..... 364,152 (364,152)(1f) Disposal of clinic operations............ 84,334 84,334 84,334 Depreciation and amortization.......... 277,911 216,597 (150,981)(1h) 432,527 432,527 118,000 (1c) (29,000)(1l) ---------- ---------- ----------- ---------- ---------- Total operating ex- penses................. 2,151,219 3,929,659 (2,168,329) 3,912,549 3,912,549 Income (loss) from operations............. 493,433 (565,688) 61,981 (10,274) (10,274) Other income (expense): Interest income........ 45,366 10,500 (16,450)(1d) 39,416 39,416 Interest expense....... (18,451) (258,748) 258,748 (1g) (18,451) (18,451) Other.................. 14,617 (91,406) 91,406 (1m) 14,617 14,617 ---------- ---------- ----------- ---------- ---------- 41,532 (339,654) 333,704 35,582 35,582 ---------- ---------- ----------- ---------- ---------- Net income (loss)....... $ 534,965 $ (905,342) $ 395,685 $ 25,308 $ 25,308 ========== ========== =========== ========== ========== Net income per common share.................. $ 0.10 $ 0.00 $ 0.00 ========== ========== ========== Weighted average number of common shares outstanding............ 5,532,000 5,532,000 1,244,000 6,776,000 ========== ========== ========= ==========
See accompanying notes. 18 NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (1.) The Cost Review Services ("CRS") and AmHealth Acquisition adjustments consist of the following and represent: (a). The elimination of assets and liabilities of AmHealth not acquired as of the closing date. (b). The reclassification of certain of AmHealth's assets to be consistent with CORE's asset classifications. (c). Adjustments to account for the acquisition of AmHealth as a purchase pursuant to APB Opinion No. 16, "Business Combinations." The purchase cost has been allocated to the assets and liabilities of AmHealth based on their relative fair values. Such allocations are subject to final determination based on valuations and other studies. The final values may differ from those set forth below: Goodwill: Agreed-upon purchase price.................................. $15,657,500 Short-fall in net assets to be acquired..................... (832,500) ----------- Net purchase cost........................................... 14,825,000 Professional fees and other liabilities..................... 250,000 Estimated fair value of net assets to be purchased.......... (917,500) ----------- Excess of purchase cost over fair value..................... $14,157,500 ===========
The pro forma amortization expense of goodwill, valued at $14,157,500, is being amortized on a straight-line basis over 30 years and results in an increase to amortization expense of $472,000 and $118,000 for the year ended December 31, 1995 and the three months ended March 31, 1996, respectively. (d). The elimination of the note receivable from AmHealth of $1,016,450 including principal and interest. Under the terms of the note agreement, payment is due on the earliest of the following dates: (i) the date of the closing (as that term is defined in certain letter agreement, dated January 9, 1996 by and between AmHealth, Inc. and CORE (the "Letter Agreement"). (ii) the date six months after the termination of the Letter Agreement. (iii) the date of an occurrence of a significant transaction (as that term is defined in the Letter Agreement). (e). An increase in amortization to reflect the pro forma effect of the CRS purchase as of January 1, 1995 of the excess of purchase price over the estimated fair value of the acquired net tangible and intangible assets relating to CRS valued at $1,950,000, which is being amortized on a straight-line basis over 27.5 years. (f). The reclassifications of certain of CRS's and AmHealth's expenses to be consistent with CORE's expense classifications. The reclassifications have no impact on income (loss) from operations. Expenses reclassified include salaries and benefits, contract services and equipment and facilities rent and result in the reclassification of a portion of CRS's and AmHealth's general and administrative expenses to cost of services and sales and marketing. (g). The elimination of interest expense of $1,482,712 and $258,748 for the year ended December 31, 1995 and the three months ended March 31, 1996, respectively, associated with debt not acquired as of the closing date. See Notes 5 and 6 to the Audited Financial Statements of the Nine Clinics of AmHealth. (h). The elimination of amortization expense of $783,780 and $150,981 for the year ended December 31, 1995 and the three months ended March 31, 1996, respectively, related to AmHealth's goodwill not acquired as of the closing date. (i). The decrease in investment income resulting from the reduction of short-term investments used to fund the purchase of CRS. 19 (j). The increase in interest expense relating to the long-term obligations to former shareholders' of CRS incurred in connection with the purchase of CRS. (k). Decrease in tax provision as a result of the pro forma adjustments. The pro forma provision for income taxes has been computed assuming the Company's pro forma results of operations had been included in a consolidated federal income tax return. The Company has elected to file consolidated income tax returns in the future which will include all subsidiaries. (l). Decrease in depreciation expense relating to certain fixed assets of AmHealth not acquired by CORE. (m). The elimination of redeemable preferred stock penalties of $91,406 for the three months ended March 31, 1996 associated with the redeemable preferred stock not acquired as of the closing date. (2.) The pro forma combined condensed balance sheet offering adjustments represent the issuance of 2,500,000 shares of CORE stock at an assumed price of $12.125 per share, as reduced by the underwriter's fees (6.5% of the offering proceeds) and the estimated offering expenses. (3.) The pro forma combined condensed statement of operations for the year ended December 31, 1995 offering adjustments represent the issuance of 1,264,000 shares of CORE stock at an assumed price of $12.125 per share, as reduced by the underwriter's fees (6.5% of the offering proceeds) and a pro rata portion of estimated offering expenses. The offering adjustments do not give effect to the sale of the additional 1,236,000 shares of Common Stock offered hereby. (4.) The pro forma combined condensed statement of operations for the three months ended March 31, 1996 offering adjustments represent the issuance of 1,244,000 shares of CORE stock at an assumed price of $12.125 per share, as reduced by the underwriter's fees (6.5% of the offering proceeds) and a pro rata portion of estimated offering expenses. The offering adjustments do not give effect to the sale of the additional 1,256,000 shares of Common Stock offered hereby. (5.) The pro forma combined condensed statement of operations for the year ended December 31, 1995 reflects CORE and CRS results for their years ended December 31, 1995 and AmHealth results for its six months ended December 31, 1995 and six months ended June 30, 1995. 20 SELECTED CONSOLIDATED FINANCIAL DATA The following selected consolidated financial data are derived from the consolidated financial statements of the Company. The financial statements for the years ended December 31, 1991, 1992, 1993, 1994 and 1995, have been audited by Ernst & Young LLP, independent auditors. The financial data for the three month periods ended March 31, 1995 and 1996 are derived from unaudited financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals which the Company considers necessary for a fair presentation of the financial position and results of operations for these periods. The data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the consolidated financial statements and related notes and other financial information included elsewhere herein.
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, ------------------------------------------- ---------------------- 1991 1992 1993 1994 1995 1995 1996 ------- ------- ------- ------- ------- --------- ----------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA: Revenues................ $14,671 $16,415 $16,316 $16,746 $20,769 $ 4,729 $ 6,584 Cost of services........ 9,374 10,371 10,714 11,305 12,839 3,117 3,939 ------- ------- ------- ------- ------- --------- -------- Gross profit........ 5,297 6,044 5,602 5,441 7,930 1,612 2,645 Operating expenses: General and administrative....... 3,491 4,875 5,096 4,265 4,787 1,191 1,403 Sales and marketing... 1,604 2,272 1,787 1,563 1,499 382 470 Restructuring costs... 558 558 Merger costs and expenses............. 215 1,182 1,114 436 428 Corporate relocation.. 394 163 Depreciation and amortization......... 500 637 1,067 915 905 232 278 Write-off of goodwill............. 2,294 ------- ------- ------- ------- ------- --------- -------- Total operating expenses........... 5,595 8,393 9,295 10,151 8,185 2,791 2,151 Income (loss) from operations............. (298) (2,349) (3,693) (4,710) (255) (1,179) 494 Other income (expense): Interest income (expense), net....... (41) 337 288 138 157 26 27 Other income (expense)............ 29 (127) 19 1 14 ------- ------- ------- ------- ------- --------- -------- (41) 337 317 11 176 27 41 Income (loss) before income taxes and extraordinary item..... (339) (2,012) (3,376) (4,699) (79) (1,152) 535 Provision for income taxes.................. (33) 2 ------- ------- ------- ------- ------- --------- -------- Income (loss) before extraordinary item..... (306) (2,014) (3,376) (4,699) (79) (1,152) 535 Extraordinary item-- benefit of federal income tax loss carryforwards.......... 53 ------- ------- ------- ------- ------- --------- -------- Net income (loss)....... $ (253) $(2,014) $(3,376) $(4,699) $ (79) $ (1,152) $ 535 ======= ======= ======= ======= ======= ========= ======== Net income (loss) per common share: Income (loss) before extraordinary item... $ (0.12) $ (0.54) $ (0.73) $ (1.01) $ (0.02) $ (0.24) $ 0.10 Extraordinary item.... 0.02 ------- ------- ------- ------- ------- --------- -------- Net income (loss) per common share... $ (0.10) $ (0.54) $ (0.73) $ (1.01) $ (0.02) $ (0.24) $ 0.10 ======= ======= ======= ======= ======= ========= ======== Weighted average number of common shares outstanding............ 2,577 3,751 4,611 4,668 4,755 4,740 5,532 ======= ======= ======= ======= ======= ========= ======== DECEMBER 31, ------------------------------------------- MARCH 31, 1991 1992 1993 1994 1995 1996 ------- ------- ------- ------- ------- ----------- (IN THOUSANDS) BALANCE SHEET DATA: Working capital......... $ 9,772 $ 7,659 $ 6,597 $ 4,612 $ 3,152 $ 2,850 Total assets............ 14,033 16,934 15,972 12,504 12,195 12,866 Long-term obligations... 237 270 223 121 817 427 Accumulated deficit..... 695 2,709 6,085 10,784 10,864 10,329 Stockholders' equity.... 11,216 11,481 12,237 7,553 7,648 8,213
21 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW CORE is a national provider of managed disability and health care benefits management services. The Company was incorporated in 1984 under the name Peer Review Analysis, Inc. to provide physician-intensive utilization management services to commercial insurance companies and self-insured employers. PRA became a publicly-held entity in December 1991 with the completion of an initial public offering. In March 1995 PRA completed the CMI/PRA Merger. CMI provides managed disability services, including benefits analysis and consulting services and health care benefits utilization review and case management services. CMI's utilization review and case management services with respect to mental health and substance abuse cases were acquired in an acquisition in March 1993. The CMI/PRA Merger has been accounted for as a pooling of interests, and consequently the financial statements of the Company have been retroactively restated to include the financial position and results of operations of CMI for all periods presented. In July 1995, the Company changed its name to CORE, INC., and in October 1995, the Company acquired Cost Review Services, Inc., a provider of bill audit and case management services in the workers' compensation market. The Company has entered into a definitive agreement to acquire substantially all of the assets and operations of AmHealth, Inc. (excluding its accounts receivable). AmHealth is a management services organization that manages occupational health clinics and on-site industrial medical facilities in California. The purchase price in the AmHealth Acquisition is $15.7 million, subject to certain post-closing adjustments, which is payable in cash and which the Company intends to finance with the proceeds of this offering. The completion of the AmHealth Acquisition is a condition to the completion of this offering. The Company's pro forma operating results after the acquisition of AmHealth will be impacted significantly. The Company will record approximately $14.2 million of goodwill in conjunction with the acquisition. The Company plans to amortize this goodwill over 30 years. Accordingly, amortization expense, relative to this transaction, will increase by $472,000 a year. AmHealth clinics and employer services provide for the treatment and rehabilitation of work-related injuries and illnesses. Quarterly operating results for AmHealth may vary depending upon the seasonal nature of demand for such services (which is lower during the period between Thanksgiving and New Year's Day). Additionally, the Company anticipates that AmHealth's cost of services, as a percentage of revenue, will be higher than that of CORE's current lines of service. The Company does not expect to incur significant restructuring costs during the next twelve months as a result of the AmHealth Acquisition. In addition, the Company has entered into an agreement pursuant to which it has been granted an option (the "Greaney Option") to purchase Greaney Medical Group, which includes a national consulting organization specializing in all aspects of occupational health care. The exercise price of the Greaney Option is approximately $8.1 million payable in shares of Common Stock. See "Risk Factors--Recent and Proposed Acquisitions; Risks of Integration; New Business Lines" and "--Risks Related to Growth Strategy" and "Recent Developments." The Company provides managed disability services (which consist of the Company's WorkAbility program as well as its bill audit and analytic consulting services), specialty physician and behavioral health review services and health care benefits utilization review and case management services. These services are provided principally to self-insured employers, third-party administrators and insurance carriers, and the Company is typically compensated for these services either on a per review (i.e., per case), hourly or, to a lesser extent, per enrollee basis. In a limited number of cases, the Company's compensation varies with cost savings realized by the client as a result of the Company's services. A significant portion of the Company's revenues have historically been derived from a limited number of key clients. See "Risk Factors--Dependence on Key Clients" and Note 15 to the Audited Consolidated Financial Statements of the Company. Also included in managed disability services revenue is a limited amount (3% of revenue in 1995) of licensing revenue attributable to license grants by the Company of the medical protocol portion of the WorkAbility software program. In addition, 22 upon completion of the AmHealth Acquisition, the Company will manage a network of nine occupational health clinics and on-site industrial medical facilities in exchange for management fees to be paid by the related Medical Group. CORE's quarterly operating results may vary depending on factors such as the addition or loss of key clients and the seasonal nature of the demand for elective medical services (which is lower in the summer months and between Thanksgiving and New Year's Day). CORE's expenses are based, in part, on its expectations regarding future demand for its services, insofar as the Company typically hires and trains additional personnel to service new clients or new programs in advance of the receipt of revenues from such clients and programs. RESULTS OF OPERATIONS The following table sets forth certain statement of operations data for the periods indicated expressed as a percentage of revenues:
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, ------------------------- -------------------- 1993 1994 1995 1995 1996 ------- ------- ------- ------- ------- Revenue................. 100.0% 100.0% 100.0% 100.0% 100.0% Costs of services....... 65.7 67.5 61.8 65.9 59.8 Gross profit............ 34.3 32.5 38.2 34.1 40.2 General and administrative expense................ 31.2 25.5 23.0 25.2 21.3 Sales and marketing expense................ 11.0 9.3 7.2 8.1 7.1
The following table sets forth the contribution to total revenues of each of the Company's principal service lines for the periods indicated:
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31, ----------------------------------------------- ----------------------------- 1993 1994 1995 1995 1996 --------------- --------------- --------------- -------------- -------------- AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT ------- ------- ------- ------- ------- ------- ------ ------- ------ ------- (DOLLARS IN THOUSANDS) Specialty physician and behavioral health review................. $ 7,564 46.3% $ 7,425 44.3% $ 8,845 42.6% $2,259 47.8% $2,325 35.3% Utilization review and case management........ 5,604 34.3 6,069 36.2 6,448 31.0 1,568 33.1 1,909 29.0 Managed disability (including WorkAbility, analytic and bill audit)................. 3,148 19.4 3,252 19.5 5,476 26.4 902 19.1 2,350 35.7 ------- ----- ------- ----- ------- ----- ------ ----- ------ ----- $16,316 100.0% $16,746 100.0% $20,769 100.0% $4,729 100.0% $6,584 100.0% ======= ===== ======= ===== ======= ===== ====== ===== ====== =====
THREE MONTHS ENDED MARCH 31, 1996 AND 1995 Revenues increased by $1,855,000 (39%) from $4,729,000 in 1995 to $6,584,000 in 1996. This increase can be attributed to continued growth in the volume of reviews being processed by the Company from existing clients in each of its principal service lines as well as the addition of new clients. Approximately $1,448,000 (78%) of the Company's increase in revenues during the first quarter of 1996 came from managed disability services. The majority of this increase resulted from the addition in 1995 of Hughes Electronics Corporation and Champion International as key WorkAbility clients, increased services to smaller corporate clients under the Company's distribution relationship with CIGNA Insurance and the acquisition of CRS in October 1995 giving CORE the ability to service the workers' compensation market with bill audit services. During the first quarter of 1996, the Company's top five clients represented 31% of revenues compared to 33% during the first quarter of 1995. No single client represented more than 10% of total revenues in the quarter ended March 31, 1996. Chrysler Corporation accounted for 10% of the Company's total revenue in the quarter ended March 31, 1995. No other single client represented more than 10% of total revenues during the quarter ended March 31, 1995. 23 Cost of services for the Company include direct expenses associated with the delivery of its review and managed care services, including salaries for professional, clerical and license support staff, the cost of physician reviewer consultants and telephone expense. Cost of services increased by $822,000 (26%) from $3,117,000 for the three months ended March 31, 1995 to $3,939,000 for the three months ended March 31, 1996. The increase is primarily the result of additional payroll associated with processing a higher volume of referrals and increased staffing levels required to service new and growing WorkAbility clients. Gross profit performance improved from 34% for the quarter ended March 31, 1995 to 40% for the quarter ended March 31, 1996 due primarily to the efficiencies obtained from the restructuring of operations following the CMI/PRA Merger (March 1995), including a consolidation of management staff and the companies' benefit plans, and greater economies of scale related to higher revenues. General and administrative expenses include the cost of executive, administrative and information services personnel, rent and other overhead items. General and administrative expenses increased $212,000 (18%) from $1,191,000 or 25% of revenues for the quarter ended March 31, 1995 to $1,403,000 or 21% of revenues for the quarter ended March 31, 1996. Expenses increased due to additional staffing in the accounting and information services areas to support the growth of the Company's sales. Additionally, rent and other general and administrative expenses have increased due to the purchase of CRS. The improvement as a percentage of revenue is generally due to efficiencies obtained as a result of the CMI/PRA Merger and the greater economies of scale related to higher revenues. Sales and marketing expenses include salaries for sales and account management and travel expense. Sales and marketing expenses also include costs designed to increase revenues, such as participation in and attendance at industry trade shows and conferences. Sales and marketing expenses increased $88,000 (23%) from $382,000 for the quarter ended March 31, 1995 to $470,000 for the quarter ended March 31, 1996. The increase is primarily due to increased travel expenses. The Company's sales and marketing strategy focuses the efforts of an industry known senior management team and a smaller sales and marketing staff on fewer but significantly larger sales prospects. Years Ended December 31, 1995 and 1994 Revenues increased by $4,023,000 (24%), from $16,746,000 in 1994 to $20,769,000 in 1995. The volume of reviews processed in each of the Company's three principal service lines increased. These increases were primarily attributable to the addition of new clients and an increase in review volume from existing clients. Approximately $2,224,000 (55%) of the Company's increase in revenues during 1995 came from growth in managed disability services, including WorkAbility, analytic and bill audit services. During 1995, CORE added Hughes Electronics Corporation as a key WorkAbility client and increased its services to smaller corporate clients under the Company's distribution relationship with CIGNA Insurance. Additionally, with the acquisition of Cost Review Services, Inc. ("CRS") in October 1995, CORE expanded its ability to service the workers' compensation market with bill audit services. CRS revenues represented 21% of the Company's 1995 increase in revenues. CORE's specialty physician and behavioral health review services grew by $1,420,000 (19%) in 1995. This growth was due primarily to increased demand for specialty-matched physician reviews across a broad range of markets, including but not limited to the group health, workers' compensation and disability management markets. During 1995 the Company's top five clients represented 30% of revenues, compared to 37% during 1994. No single client represented more than 10% of total revenues in 1995. Cost of services increased by $1,534,000 (14%), from $11,305,000 for 1994 to $12,839,000 for 1995. This increase is primarily the result of additional payroll and physician review costs associated with processing a higher volume of referrals and increased staffing levels required to service new and growing WorkAbility clients. During 1995, CORE's cost of services increased by only 14% to service a 24% increase in revenue. Accordingly, gross profit performance improved from 33% in 1994 to 38% in 1995. This improvement is generally due to efficiencies obtained as the result of the CMI/PRA Merger, which included a consolidation of facilities and management staff, a consolidation of the companies' benefit plans and greater economies of scale related to higher revenues. 24 General and administrative expenses increased $522,000 (12%), from $4,265,000 for 1994 to $4,787,000 for 1995, due principally to higher costs associated with additional staffing in the information services area to support the growth of the Company. General and administrative expenses as a percentage of revenue decreased from 25% in 1994 to 23% in 1995. This improvement is generally due to efficiencies obtained as the result of the CMI/PRA Merger, which included a consolidation of facilities and management staff, a consolidation of the previously separate companies' benefit plans and greater economies of scale related to higher revenues. Sales and marketing expenses also include costs designed to increase revenues, such as participation in and attendance at industry trade shows and conferences. Sales and marketing expenses decreased $64,000 (4%), from $1,563,000 in 1994 to $1,499,000 in 1995. This decrease was due to the net effect of a reduction in the Company's sales staff and associated expenses during 1995 as a result of the CMI/PRA Merger and increased marketing related expenditures such as hosting and co-hosting a number of conferences across the country that addressed various market-specific issues that the Company's clients and prospective clients are facing. Merger costs and expenses of $436,000 recorded during 1995 consist primarily of professional fees, investment advisor services and printing expenses associated with the completed CMI/PRA Merger. This was a $678,000 decrease from the $1,114,000 recorded during 1994. Restructuring costs of $558,000 consist of charges for the Company's plan of termination and exit plan. In conjunction with the CMI/PRA Merger completed on March 24, 1995, the Company reduced its workforce where overlapping functions existed. The Company also reduced its sales and marketing workforce to better address the marketing strategy of the Company. The termination of employees as a result of these actions caused the recognition of severance and outplacement costs for the quarter ended March 31, 1995. The Company also abandoned excess leased space at its Burlington, Massachusetts location, and a charge was recorded for the cost of future rental expense on the abandoned space. Other income consists primarily of interest income, which represents amounts earned by the Company on investments held, as reduced by interest expense, which primarily relates to borrowings under lines of credit. During 1995, other income increased $166,000, from $10,000 in 1994 to $176,000 in 1995. This increase was due primarily to the Company using more of its invested funds and significantly reducing its use of its lines of credit. Years Ended December 31, 1994 and 1993 Revenues increased by $430,000 (3%), from $16,316,000 in 1993 to $16,746,000 in 1994. This increase in revenue is primarily attributable to growth in the Company's managed disability and utilization review and case management service lines, including WorkAbility revenues from new clients such as General Electric and Hoechst Celanese Corporation and the initiation of disability review services to Northwestern National Life (now known as Reliastar Financial Corp.). Licensing of CORE's software, including WorkAbility On-Line Medical Protocols ("WOMP"), a product developed in late 1993, increased 1994 licensing revenues to nearly 5% of total revenues, a significant increase over 1993. While revenues in the Company's specialty physician and behavioral health review service line remained constant during 1994, the Company handled a decreased volume of reviews. The Company helped sustain revenues in this service line by enhancing its services and implementing service sensitive pricing during 1994 which increased the average price charged per review. These revenue increases were offset in significant part by a decreased number of referrals in 1994 compared to the prior year and the loss of revenues from Digital Equipment Corporation ("DEC") effective December 31, 1993. DEC 25 revenues were $1,202,000 for 1993. In 1994, the Company's top five clients represented 37% of revenue compared to 39% during 1993. During 1994, Northwestern National Life represented 12% of revenues. No other client represented more than 10% of total revenue in 1994. Cost of services increased by $591,000 (6%), from $10,714,000 in 1993 to $11,305,000 in 1994. This increase resulted from the creation of a customer service department in Physician Review Services ("PRS"); the addition of management personnel to quality assurance efforts; and the hiring of additional nurse reviewers to better process more clinically and administratively complex physician reviews. In the fourth quarter of 1993, the PRS unit implemented a "team" structure approach to processing physician reviews. Staff reductions attendant with the loss of DEC in December 1993 were offset in part by increased staffing required to service start-up units for CIGNA Insurance and General Electric Corporation. The Company also hired and trained new personnel and implemented a new case management program to service anticipated new business in advance of the initial receipt of program revenues. These factors adversely impacted the Company's gross profit performance, which decreased slightly, from 34% in 1993 to 33% in 1994. General and administrative expenses decreased $831,000 (16%), from $5,096,000 in 1993 to $4,265,000 in 1994. This decrease was due primarily to the Company's ability to reduce its overhead expenses by consolidating the operations of three Orange County, California offices into a single facility in Irvine, California and consolidating the executive and operating functions in anticipation of the CMI/PRA Merger. The Company also reduced its expenditures for legal and investment banking services during 1994. The actions taken during 1994 significantly reduced general and administrative expense as a percentage of revenue from 31% in 1993 to 25% in 1994. Sales and marketing expenses decreased by $224,000 (13%), from $1,787,000 for 1993 to $1,563,000 for 1994. The Company reduced its sales and marketing activity during 1993 and 1994 in response to a declining revenue base in some of its lines of business. The change in strategy, from aggressively pursuing new client revenue toward better servicing of and increased marketing to its current client base prompted the Company to move many of its marketing efforts in-house. The Company also made reductions in certain sales personnel in California in anticipation of a consolidated sales organization under the CMI/PRA Merger. Merger costs and expenses of $1,114,000 consist primarily of professional fees, investment advisor services and printing expenses associated with the completed CMI/PRA Merger. Merger costs and expenses decreased by $68,000 for 1994 over 1993, in which expenses incurred were related to both the CMI/PRA Merger and the March 1993 purchase of Integrated Behavioral Health. Depreciation and amortization expenses decreased by $153,000 (14%), from $1,067,000 in 1993 to $914,000 in 1994. This decrease was primarily due to the write-off of goodwill related to the IBH purchase and to the accelerated amortization of a portion of the value assigned to customer contracts associated with the June 1992 acquisition of Interventions, a Chicago behavioral health plan, during 1993, due to the loss at that time of one of the unit's larger customers. Other income decreased by $307,000 (97%), from $317,000 in 1993 to $10,000 in 1994. This decrease was due largely to a realized loss of $158,000 incurred on the sale of investments, fewer dollars available for investment and a decline in interest rates. LIQUIDITY AND CAPITAL RESOURCES For the year ended December 31, 1995, the Company's cash and cash equivalents increased by $1,006,000. For this period, operating activities provided $439,000. The Company's investing activities provided $1,995,000 of cash, primarily due to the net sale of available-for-sale securities of $4,406,000 as reduced by $1,510,000 for the purchase of Cost Review Services, Inc. and $1,279,000 for the funding of equipment and furniture purchases and for leasehold improvements. The Company's financing activities used $1,428,000 for this period. During the year the Company paid off CMI's line of credit of $1,200,000 and notes payable to officers of $200,000. 26 For the three months ended March 31, 1996, the Company's cash and cash equivalents decreased by $987,000. For this period, operating activities used $141,000 due primarily to an increase of $1,314,000 in accounts receivable, offset by income for the quarter of $535,000 and an increase in accounts payable and accrued expenses of $482,000. The increase in accounts receivable can be attributed to continued revenue growth while the increase in accounts payable and accrued expenses relates to the timing of payments. The net cash used in investing activities of $658,000 is essentially related to the use of $635,000 of cash to fund software development and leasehold improvements at the Company's Burlington office. In addition, the Company issued notes receivable to affiliates in connection with the AmHealth Acquisition and its proposed relationship with Continental FirstCare in the amount of $1,041,000, using cash provided from the sale of investments available-for-sale of $1,085,000. The Company's financing activities used $188,000 for payments due on contractual obligations, notes payable and capital leases. During the first quarter of 1996, the Company increased its available line of credit by $1,000,000 up to $2,500,000, subject to certain limitations based on the Company's accounts receivable. The line of credit prohibits the payment of dividends on Common Stock without the prior written consent of the banking institution. Additionally, the Company must obtain the written consent of the banking institution before entering into certain other transactions, including any loans to third parties and acquisitions, mergers or other consolidations which exceed certain size thresholds. The Company expects to utilize this line of credit to meet short-term demands for cash that fluctuate based on the timing of collections on accounts receivable. During the first quarter of 1996, in conjunction with CORE's proposed acquisition of AmHealth, the Company loaned $1,000,000 to AmHealth, under lines of credit agreements. See "Business--The AmHealth Acquisition." The Company plans to use funds from this offering to invest in the operating infrastructure of AmHealth. The initial investment of approximately $1.2 million will include the purchase of a new software operating system, various tenant improvements (at most of the clinic sites), medical equipment and other purchases designed to improve capacity, efficiency and the delivery of services. The Company leases its facilities and certain office equipment. Lease commitments, which relate substantially to space rental, for the years ended December 31, 1996 and December 31, 1997 are approximately $1.5 million and $1.3 million, respectively. All obligations held by the Company under lease commitments expire on various dates through the end of the year 2001 and total $5.7 million as of December 31, 1995. In connection with the Company's acquisition of AmHealth, it will assume lease commitments related to certain purchased assets of approximately $2.3 million which expire on various dates through the end of the year 2000. For the years ended 1996 and 1997, lease obligations are approximately $450,000 and $400,000, respectively. The Company has net operating loss carryforwards for income tax purposes of approximately $9 million as of December 31, 1995, which can be used to reduce the cash flow necessary to pay taxes. The amount of net operating loss carryforwards that can be utilized in any future year may be limited due to "equity structure shifts" and "owner shifts" involving "5% shareholders" (as these terms are defined in Section 382 of the Internal Revenue Code), which resulted in a more than 50 percentage point change in ownership. The utilization of these NOL carryforwards may be subject to further limitation provided by the Internal Revenue Code of 1986 and similar state provisions. See Note 11 of Notes to Consolidated Financial Statements of the Company. The Company plans to finance its operations and working capital requirements with the proceeds of this offering, earnings from operations, investments on hand and other sources of available funds. The Company presently believes that these resources will be sufficient to meet its liquidity and funding requirements through at least the year 1997. PENDING ACCOUNTING STANDARDS The Financial Accounting Standards Board has issued SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No. 123 is effective for fiscal years beginning after December 15, 1995 and will not have a material impact on the Company's statement of operations or financial position. 27 BUSINESS CORE is a national provider of managed disability and health care benefits management services to Fortune 500 companies and other self-insured employers, third-party administrators and insurance carriers. The Company's services include managed disability services using CORE's proprietary WorkAbility disability management software, specialty physician and behavioral health review services and health care benefits utilization review and case management services. With the AmHealth Acquisition discussed below, CORE will also manage a network of nine occupational health clinics and on-site medical facilities, which render occupational and industrial medical services. The Company's services are designed to assist its clients monitor and control disability and health care benefits costs without compromising the quality of health care services provided to the patient. CORE's managed disability services include monitoring the appropriateness of disability durations under short and long-term disability plans and workers' compensation programs in order to reduce unnecessary absenteeism and its related costs of wage replacement, hiring and training replacement personnel and lost productivity. These services are based on CORE's WorkAbility program, a proprietary software program developed over a ten-year period through the statistical analysis of disability utilization data. CORE's WorkAbility managed disability program provides an objective, medically based method for recommending and monitoring employee's return-to-work dates. The WorkAbility program is designed to obtain and analyze relevant medical and work-related information with the initial onset of the employee's absence and thus assure that the employee, attending physician and employer all have reasonable and consistent expectations as to the projected return-to-work date. CORE's independent physician review programs provide pre-certification, concurrent and appellate physician review services for use with utilization management programs of the Company's insurance company and self-insured corporate clients. The Company believes its more than 230 Board certified physician reviewers comprise the largest independent physician review service in the country. CORE's behavioral health review program provides comparable review service by psychiatric specialists in sub-specialties such as adult and child psychiatry, alcoholism and chemical dependency. The Company also provides utilization review services designed to evaluate the medical necessity and appropriateness of health care services prescribed for participants in health care and medical plans. In cases of high cost injuries or illness, CORE also renders case management services for individual cases to assure that cost-effective treatment alternatives are utilized. INDUSTRY OVERVIEW In recent years, large corporations have begun to recognize the magnitude of the annual cost of occupational and non-occupational injuries and illnesses, which according to a 1991 publication exceeded $2,200 per employee, or 8% of total payroll costs. These expenses present a significant challenge to corporate productivity. The Company estimates that total U.S. costs due to injury and illness-related workplace absence are approximately $260 billion per year. According to an industry source, workers' compensation expenditures grew at an average annual rate of over 10% from 1982 through 1991, and the Company believes this growth is continuing. The Company estimates that workers' compensation costs were approximately $60 billion in 1994. Despite the general awareness of this high level of workers' compensation costs, expenditures for group disability (including short-term disability and long-term disability plans), sick pay and family leave represent a far larger share of total expenditures at approximately $200 billion in 1994. Two driving factors behind the increase in group disability and workers' compensation expenditures are workplace and legislative changes. Work-related changes that have contributed to rising benefits costs include the aging of the active workforce, increased volatility in hiring and layoffs (which often results in increased benefits utilization) and increased diagnoses of repetitive stress-related injuries. Also contributing to rising disability benefit costs and awareness are legislative changes such as the Family Medical Leave Act and the Americans with Disabilities Act, which mandate accommodation for family circumstances and disabled workers, which both have a growing impact on accommodation and lost time issues. 28 In response to these rising costs, a variety of insurance companies, managed care organizations and self-insured employers have used various cost reduction techniques, often borrowed from group health managed care, including securing pricing concessions from providers, using case management tools, and implementing "gatekeepers" as a means to control utilization. However, these managed care initiatives focus almost entirely on medical costs generated after a disability claim is received, not on the more significant productivity (lost-time) impacts of employee ill health. Furthermore, work absence duration, and consequently disability payments, have traditionally been driven by the decision of the treating physician. While workers' compensation cases are typically attended by an occupational specialist, employees with non- occupational disabilities tend to utilize their own primary care physician who have little or no interaction with the employer and limited sensitivity to productivity (lost time) issues. As traditional managed care tools become standard industrywide, they are generating diminishing marginal savings for employers, who must find more aggressive and sophisticated utilization review mechanisms to yield further savings. In addition, the new-found awareness of the additional costs associated with workplace absence has brought with it an increasing demand for cost saving strategies that address both health care expenditures and the productivity impact of an employee's ill health. Corporate downsizing and global competition have focused Corporate America on achieving real productivity gains. With the importance of each remaining job magnified, employers are actively looking for new tools to help control workplace absence. Until recently, recognition and management of these productivity costs have been impaired by their difficulty in measurement, the fragmentation of responsibilities for disability programs within human resources and risk management departments of most corporations and the historical focus on group health managed care. While a small group of companies is emerging that are applying managed care principles to the workers' compensation industry, historically there have been few, if any, companies focusing on the provision of managed care techniques to the broader disabilities market. With the support of its analytic and physician services, CORE's products provide employers with an integrated and comprehensive approach to disability benefits management. STRATEGY CORE intends to expand its position as a leading provider of managed disability services by utilizing its proprietary WorkAbility program and related services to reduce the direct costs of group disability and workers' compensation benefits and to improve employee productivity. The Company believes that the combination of its health care and disability management tools and its strong information technology foundation provides an effective management platform that can be tailored to meet the needs of employers and managed care organizations. The principal elements of the Company's strategy for achieving its objective are as follows: EXPAND WORKABILITY CLIENT BASE. The Company intends to aggressively market its WorkAbility program to achieve greater penetration into the managed disability market through direct sales to large employers, sales to small employers through distribution agreements with insurance companies and licensing arrangements with selected domestic and international third parties. PURSUE OUTSOURCING OPPORTUNITIES. In response to the increasing demand by large employers for outsourcing their disability management activities, CORE intends to actively pursue contracts to provide comprehensive managed disability services on an outsourced basis. In addition to the WorkAbility program, these services can include development of analytic databases, management of related vendor contracts, establishment and review of occupational health networks and provision of onsite occupational health services. In April 1996, Bell Atlantic Corporation selected the Company to provide comprehensive disability management services. ACQUIRE COMPLEMENTARY SERVICES. The managed disability industry is highly fragmented and in an early stage of development. The evolution of this marketplace may present opportunities for the Company to complement its managed disability services by obtaining service line extensions and cross- selling synergies 29 through strategic acquisitions. The Company's October 1995 acquisition of Cost Review Services, Inc., a workers' compensation bill audit firm, and the proposed AmHealth Acquisition (see "Business--The AmHealth Acquisition") are examples of acquisitions which meet the Company's criteria. DEVELOP DISABILITY MANAGED CARE NETWORKS. CORE intends to use the WorkAbility program as the technological platform to develop integrated networks of disability managed care services. With the AmHealth clinics and on-site operations as a base, the Company plans to continue developing managed disability networks in certain geographical markets which support the local needs of CORE's clients. ESTABLISH CAPABILITY FOR RISK SHARING ARRANGEMENTS. The Company believes that the disability management market will evolve toward a risk sharing model similar to other segments of the health care industry, and that the WorkAbility program and related database will provide CORE with a significant advantage in assessing and managing risk. The Company ultimately intends to be in a position to utilize the WorkAbility program and its regional clinical networks to enter into capitated or other "at risk" arrangements with payors. SERVICES AND PRODUCTS CORE offers services and products designed to assist the Company's clients control and monitor disability, workers' compensation and health care costs without compromising the quality of care or services available to patients. The Company's services include: (i) managed disability services using CORE's WorkAbility products and services, (ii) specialty physician and behavioral health review services using more than 230 CORE-affiliated board certified physicians and (iii) utilization review ("UR") and case management services. With the proposed AmHealth Acquisition, CORE will also manage a network of nine occupational health clinics and an employer services division which render occupational and industrial medical services. For the year ended December 31, 1995 and the three months ended March 31, 1996, managed disability services accounted for approximately 26% and 36%, respectively, of CORE's revenue, specialty physician and behavioral health review services represented 43% and 35%, respectively, of revenue and UR and case management services represented 31% and 29%, respectively, of revenue. Managed disability services, which include the Company's WorkAbility program as well as its bill audit and analytic consulting services, accounted for more than 50% of the Company's 1995 total revenue increase and more than 75% of the Company's revenue increase for the first quarter of 1996 as compared to the first quarter of 1995. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." MANAGED DISABILITY SERVICES The Company estimates that total direct and indirect disability expenditures are approximately $260 billion annually, of which approximately $60 billion is attributable to workers' compensation costs. CORE's managed disability services include monitoring of the appropriateness of disability durations under short and long-term disability plans and workers' compensation programs in order to reduce unnecessary absenteeism and the costs associated with such absences. The cost of absenteeism includes wage replacement, the costs of hiring and training replacement personnel and lost productivity. The Company's managed disability services are based on the WorkAbility program, a proprietary software program developed and maintained through the statistical analysis of disability utilization data. CORE's WorkAbility program provides an objective, medically based method for managing disability and employees' return-to-work dates. The WorkAbility program is designed to obtain and analyze relevant medical and work-related information with the initial onset of the employee's absence and thus assure that the employee, attending physician and employer all have reasonable and consistent expectations as to the projected return-to-work date. Among the characteristics of CORE's WorkAbility program which differentiate it from other disability review programs are the following: DAY ONE INTERVENTION. Unlike retrospective disability review which is triggered only after an extended employee absence or after significant costs have been incurred, the WorkAbility program is designed to 30 interact with the treating physician immediately upon occurrence of the disability event. Early intervention permits establishment of an appropriate return-to-work date prior to a significant absence. PROPRIETARY DATABASE. CORE began developing its WorkAbility program in 1986. The program uses a database of more than 265,000 disability and workers' compensation cases collected by CORE over ten years. From this data base, the Company has developed protocols with over 10,000 clinical endpoints. As a result, the WorkAbility protocols and projected return-to- work dates are in most instances based on an historical record of similarly situated patients rather than theoretical models. As the WorkAbility program is utilized, the database is growing. CLINICAL CREDIBILITY. WorkAbility assists the Company in establishing clinical credibility with the attending physician by comparing CORE's database of similar medical episodes with the patient's medical and job profile. This information can be shared with the attending physician to assist in the development of an effective treatment plan and in determining the appropriate return-to-work schedule. The WorkAbility program, supported by the Company's more than 230 Board certified physicians, allows a treating physician to talk to a CORE physician specialist for peer review of complex diagnoses and treatment plans. CONCURRENT REVIEW. In addition to the initial recommendation of an appropriate return-to-work date, WorkAbility services include ongoing review of patient status to assure the expected date remains accurate. At these intervals, new information may be gathered about the treatment or the illness or injury requiring an adjustment to the return-to-work date. COMPLETE WORKFORCE COVERAGE. The WorkAbility program is designed to cover all workplace absences, not just the longer term and more costly absences. The program also provides consistent return-to-work dates for clinical conditions whether the condition causing the absence is a result of a workers' compensation workplace injury or an injury outside of the workplace covered by a disability plan. The WorkAbility program is operated primarily by registered nurse reviewers using an automated review system to assess each disability claim in the early stages of an employee's absence. Under the WorkAbility program, the attending physician or office staff (depending on the severity of the case) uses a toll- free number to contact CORE and speaks to a trained WorkAbility program nurse reviewer who enters information on the diagnosis and severity of the condition into CORE's proprietary WorkAbility system. Each case is then reviewed by the nurse using the WorkAbility program's computerized medical protocols, which consider such factors as the employee's age and general health, job requirements, symptoms and severity of the condition, diagnosis of the attending physician, treatment plan, medical procedure(s) performed and comorbid factors which may affect the duration of the disability. Using the WorkAbility program, the nurse reviewer considers these various factors and recommends an appropriate length of disability duration based on the specifics of the case. To assure consistency, reviews are guided by program standards based on both statistical and clinical analysis and, in certain circumstances, are referred to physicians for further review. The WorkAbility program can assign specific lengths of disability for more than 10,000 clinical descriptions, or "endpoints." If CORE and the attending physician agree with respect to the anticipated disability duration, a letter stating the expected return-to-work date is sent to the employee and physician on the date the review is completed. The employer is notified of the return- to-work date electronically. If the employee's physician disagrees with the suggested length of disability assigned by CORE's nurse reviewer (as occurs in less than 15% of the cases), the case is referred to a WorkAbility physician advisor who will discuss the case with the treating physician. In the event that they cannot reach agreement, the case is referred to the employer for consultation to determine whether or not an independent medical examination should be requested. If the employee's condition or medical treatment changes during the absence or the employee is not ready to return to work on the expected date, a request for an extension of the disability leave is reviewed on a case by case basis using the WorkAbility program and additional information provided by the attending physician or patient. 31 The Company's WorkAbility program includes return-to-work case management for high intensity, potentially high cost disability cases. This service is focused on returning the patient to work as soon as clinically appropriate through intensive involvement by a dedicated nurse case manager with the patient, the health care providers and the workplace. Depending on the client's benefits structure, the Company's return-to-work case managers can negotiate services, coordinate on-site activities and channel the patient to appropriate treatments or providers. The WorkAbility program has the capability to collect and report information relating to the ongoing disability claims history of each employee and documents all case reviews, thus allowing the identification of employee disability patterns and physician treatment patterns. The WorkAbility program is also able to identify prospective high cost disability events which can be monitored in more detail through return-to-work case management. In addition, the Company believes that the data transfer capabilities of the WorkAbility program can also substantially improve the efficiency of its clients' claims administration function. Electronic transfer of data required by the employer or disability program administrator can minimize errors and reduce paperwork, allowing faster processing of disability payments to employees. The WorkAbility On-line Medical Protocols ("WOMP") were developed and are maintained by CORE and are licensed by the Company to third parties as a separate product. These WorkAbility protocols are updated annually to, among other things, reflect recent advancements in medical technology and procedures and to update the recommended disability durations using the collective experiential data collected by CORE through its services to clients. The WorkAbility system automatically provides to the Company's clients monthly and quarterly management reports which monitor disability benefits utilization trends and identify potential problem areas. In general, CORE's WorkAbility services are advisory only. The attending physician and the patient remain responsible for determining the work-absence period and all other aspects of the plan of treatment, while the employer or other payor is responsible for making all decisions with respect to the payment or denial of benefits under the applicable benefits plan. See "Risk Factors--Exposure to Professional Liability." In order to assist employers identify and quantify the direct and indirect costs associated with disability benefits and, to a lesser extent, health care benefits, CORE also provides data analysis and consulting services to large corporate clients. These services include in-depth customized information concerning their disability and health care costs and utilization experience. Health care costs, disability costs and workers' compensation costs are often under separate departments in a large employer (human resources, benefits and risk management) which has historically impaired corporations' ability to recognize the magnitude of, and to manage, these costs. The basic objectives of CORE's analytic services are to help employers and insurers obtain better value for their disability, workers' compensation and health care expenditures with a company's specific goals in mind. CORE assists in identifying the best means to reduce the total costs of these benefits or slow the rate of increase, enhance the appropriateness and quality of care, predict future benefit costs and increase the return on investment from managed care programs. CORE's consulting service can coordinate and analyze information on a company-wide basis and use the client's information and CORE's proprietary disability and medical cost data analysis methodologies to simulate changes in a benefit plan's structure and the resulting impacts on overall benefit program cost. For example, CORE serves as a data partner to several Fortune 500 companies and provides quarterly "CORE Impact Reports" on integrated claims experience of the client covering disability, workers' compensation and group health benefits. The Company's worker's compensation bill audit services involve auditing medical bills, pharmacy bills and hospital bills for medical services or products received by the client which are subject to applicable state fee schedules. The bills are audited to determine whether the services or products which are the subject of the medical bill are from legitimate medical providers, contain the proper procedural codes and are billed accurately based on the procedure codes. Finally, an audit report is prepared stating the result of such audit with a recommendation for payment. 32 SPECIALTY PHYSICIAN AND BEHAVIORAL HEALTH REVIEW CORE's independent physician review programs provide pre-certification, concurrent and appellate physician review services for use with existing utilization management programs of clients, including insurance carriers that service the group health, disability and workers' compensation markets, and other managed care companies. The Company believes its more than 230 Board certified physician reviewers comprise the largest independent physician review organization in the country. The Company's consulting relationship with this large base of physicians has positioned the Company to offer an appeal review service, which is mandated under several state laws and generally requires specialty-matched reviews. The Company believes that appellate review is one of the few growing sectors of the otherwise mature utilization management industry. When a client's nurse reviewer determines that a case does not meet the client's established criteria, the nurse reviewer will forward a referral to CORE's physician reviewer. The referral describes the principal diagnosis of the patient and the reason for referral for physician review. In most instances the reason for referral is based upon a question of medical necessity or therapeutic benefit of a proposed treatment plan. CORE's independent physician reviews the case information, which will have been previously entered into CORE's data processing systems, and then telephones the attending physician to ascertain any additional clinical data, the attending physician's rationale for the proposed treatment plan or the proposed length of hospital stay. Based on discussions with the attending physician, including, when appropriate, discussions of possible alternative treatment plans, and using clinical judgment as well as criteria based on national norms, CORE's physician makes a recommendation concerning the appropriateness of the proposed or revised treatment plan. CORE then notifies its client of its recommendation regarding the medical necessity or appropriateness under the client's health care benefit plan of the proposed treatment plan, hospitalization or length of stay. If the proposed hospitalization is not certifiable as such under the plan, the payor typically denies or reduces the payment of benefits for the proposed hospitalization. The decision of the payor may be appealed by the patient or the attending physician. In such event a second Company physician of the same specialty who was not involved in the original decision will review the case on the merits of the clinical criteria or any additional information. Reviews under the Company's specialty physician review program are managed from CORE's offices, and the majority of all review decisions are completed within 24 hours of referral. In most instances, CORE's services are advisory in nature. Determinations as to the payment or denial of benefits are typically made by the third party payor, and decisions as to the patient's medical treatment are made by the patient and the attending physician. See "Risk Factors--Exposure to Professional Liability." CORE's behavioral health review program provides review services similar to the Company's specialty physician review services by psychiatrists who are supported by a team of multi-specialty physicians. CORE's independent psychiatrists include specialists in various psychiatric sub-specialties such as adult psychiatry, child psychiatry and addictionology, including alcoholism and chemical dependency. CORE believes that its multi-specialty psychiatrists (including those in its Integrated Behavioral Health Division) and CORE's emphasis on intensive specialty review distinguish it from psychiatric review performed by other utilization management firms and better addresses the more subjective nature of many behavioral health reviews. The Company is certified by the Utilization Review Accreditation Commission ("URAC") to perform various utilization review functions. URAC is a nationally recognized organization that has developed standards to encourage the availability of effective, efficient and consistent utilization review of health care services throughout the United States. One of URAC's key objectives is to establish standards for the procedures used to process appeals of utilization review determinations. Many of the Company's clients rely on CORE's specialty physician and behavioral health review services to comply with URAC's appellate procedures. 33 UTILIZATION REVIEW AND CASE MANAGEMENT The Company provides medical and behavioral health utilization review and case management services to Fortune 500 companies and other self-insured employers, third-party administrators ("TPAs") and an insurance carrier. The Company's services are designed to evaluate the medical necessity and appropriateness of health care services prescribed for participants in health care benefits plans, including hospital admissions, proposed length of hospital stay, use of outpatient facilities and other treatment alternatives. In cases of high cost diseases, conditions or catastrophic illnesses, CORE may also render case management services of individual cases in order to assure that cost-effective treatment alternatives are utilized. Clients may elect to contract for all of the services offered under the programs or, in the alternative, may elect to contract for only certain portions of services offered. CORE provides its utilization review services and case management services through a staff consisting primarily of registered nurses and physicians. Clients which utilize CORE's utilization review programs advise their participants of review requirements including the requirement to contact CORE within a specified period of time. From these contacts, CORE's medical and behavioral health review staff gathers the necessary personal and medical information and enters this information into CORE's review system. Based on this information and using CORE's review criteria, CORE conducts its review. CORE's review criteria and procedures are structured so that a nurse reviewer or nurse case manager can initially review the majority of cases presented. If a hospital admission or outpatient service fails to meet established criteria, a CORE employed or retained physician (or other doctoral level practitioner such as a Doctor of Chiropractic or Doctor of Psychology) reviews the case and may contact the patient's doctor to obtain additional information or otherwise discuss the proposed treatment plan. Upon completion of the medical review, CORE notifies the participant, the attending physician and other affected providers of the outcome of such review. CORE also notifies its client as to whether the proposed hospitalization and length of stay or outpatient service appears to be medically necessary and appropriate under the terms of the benefit plan. CORE provides both an expedited and standard appeals process to patients or plan members in instances where a non- certification determination is made by CORE. CORE's UR appellate process utilizes the Company's relationships with more than 230 Board certified physicians to provide specialty matched physician review. For many of its programs, CORE charges its clients a "capitated fee," i.e., a fixed per employee per month fee. The amount of this fee varies depending on the size of the client and the number and type of review programs selected by the client. For other services, including case management, CORE charges fees on an hourly rather than a capitated basis. In most cases, CORE's services are advisory in nature. Notwithstanding the outcome of CORE's review, decisions as to the payment or denial of benefits and eligibility or coverage under the benefit plan are typically made by the administrator of the participant's health care plan, not by CORE. Decisions as to the patient's medical treatment are made by the patient and the attending physician, not by CORE. See "Risk Factors--Exposure to Professional Liability." CLIENTS AND MARKETING CORE has over 200 customers across the country, including 36 Fortune 500 companies. Revenues from Fortune 500 companies accounted for approximately 40% of total revenues in 1995 and 1994. The following is a selected list of CORE's clients which, the Company believes, is representative of its overall client base: Chrysler Motor Corporation Hughes Electronics Corporation Reliastar Financial Corp. (owned by General Motors) (formerly known as Northwestern Champion International Corporation National Life) Blue Cross/Blue Shield of Texas Lockheed Martin Corporation Liberty Mutual Insurance Company, Aetna Life Insurance Company Inc. General Electric Corporation Health Plans, Inc. 34 CORE markets its services primarily to national, direct accounts, including self-insured employers, and through group health and disability insurance carriers and third party administrators. The Company's marketing strategy is to use its senior management team and a small sales and marketing staff to focus on potential sales to a limited number of large sales prospects. The Company has also entered into distribution agreements with Reliastar Financial Corp., CIGNA and other insurance companies pursuant to which these companies offer CORE's WorkAbility services to their customers. For providing WorkAbility services, the Company is paid fees by the insurance companies. Also, the Company is active in conferences addressing disability management issues the Company's clients and prospective clients face, including acting as a host or a co-host to several conferences in 1995. The Company recognized 50% of its revenues in 1995 from self-insured employers, as compared to 46% in 1994. Revenues from insurance carriers represented approximately 37% and 43% of total revenues in 1995 and 1994, respectively. The remaining 13% and 11% of total revenues in 1995 and 1994, respectively, were recognized from other clients, including managed care companies. During 1995, no client represented 10% or more of revenues. During 1994, Northwestern National Life Insurance (now known as Reliastar Financial Corp.) represented approximately 12% of revenues. During the years ended December 31, 1994 and 1995, the Company's five largest clients represented 36.5% and 30.1%, respectively, of total revenue, and its ten largest clients represented 45.0% and 51.0%, respectively, of total revenue. CORE typically enters into service agreements with its clients. These agreements have automatically renewable successive terms of between one and three years, but are generally terminable upon 60 to 90 days notice. They do not generally provide for minimum payments and are usually non-exclusive. Certain contracts include provisions that the fees payable to CORE can vary based upon CORE's performance and the savings achieved by the client under the contract. THE AMHEALTH ACQUISITION On May 10, 1996, CORE entered into an agreement providing for the acquisition of substantially all the assets and operations of AmHealth (excluding its accounts receivable) for a purchase price of $15.7 million subject to certain post-closing adjustments. The closing of the AmHealth Acquisition is a condition to the completion of this offering. In determining the purchase price, CORE reviewed the historical operating results of the clinics adjusted to reduce debt service and general and administrative expenses which would not be assumed by CORE. Under this analysis, the Company believed that the clinics could produce a profit. Additionally, CORE believed that additional operating efficiencies and revenue growth opportunities could be achieved with the acquisition, including referral of business from CORE's WorkAbility program and improved group purchasing and financial operations. CORE then multiplied the range of profitability by a discounted multiple of price to earnings ratios of publicly-traded companies in the same field as AmHealth to determine an appropriate purchase price. AmHealth is a management services organization ("MSO") that manages occupational health clinics and on-site industrial medical facilities in California. The assets and operations to be acquired by the Company relate to nine occupational health clinics and a medical services division that provides on-site occupational health and industrial medical services to approximately 11 employers. Of the nine clinics, five are located in the greater Los Angeles area (and were acquired by AmHealth in September 1994 from Occu-Care, Inc., a wholly-owned subsidiary of TriCare, Inc.) and four are located in the greater San Francisco area. These clinics and the on-site medical services operations provide initial diagnosis and treatment of work-related injuries and illnesses that traditionally have been provided by hospitals and family practice and other primary care physicians, as well as physical therapy and rehabilitation. AmHealth's operations also provide diagnostic services, pre-employment medical assessment and testing, functional capacity assessment and drug testing. The occupational health clinics are located in industrial parks centrally located to large concentrations of employers. The clinics include examination rooms, X-ray facilities, ancillary testing areas, suites appropriate for 35 minor surgical procedures, physical rehabilitation equipment and orthopedic treatment areas. The on-site medical services division manages on-site occupational health departments for large employers, typically after the employer has elected to outsource management of first aid and industrial medicine at its plant or facility. The on-site facilities are typically smaller than AmHealth's managed occupational health clinics. The operations to be acquired from AmHealth also include WorkComtrol, a medical review organization utilizing certified medical officers who assist employers to comply with employee health requirements of the federal Occupational Safety and Health Administration, the Environmental Protection Agency and the Department of Transportation. Services provided by WorkComtrol include review of test procedures, analysis of test results and assessment of medical compliance and rehabilitation. WorkComtrol also conducts hearing, respiratory, asbestos and other workplace surveillance examinations. AmHealth's clients include large manufacturers, utilities, transportation companies, distribution centers, cities, schools and correctional institutions. AmHealth currently provides services to Pacific Gas and Electric, U.S. Steel, AC Transit, OK Trucking, United Parcel Service, Lucky Distribution Center, Chevron, Kentfield Hospital, Diablo Canyon Nuclear Power Plant Medical Facility, Sandia National Laboratory and the U.S. Post Office. The physicians, nurses and other medical personnel of the clinics and the on-site employer services division will be employed by or under contract with a medical group (the "Medical Group") to which the Company's AmHealth Division will provide management services. The affiliated Medical Group will provide all medical services, develop professional standards, policies and procedures and determine fees for medical services. Pursuant to the management agreement to be entered into by the Company and the affiliated Medical Group, the Company will provide the Medical Group with all facilities, non-medical personnel and administrative services support in return for a management fee based on cash receipts from all medical services generated by the Medical Group. The Medical Group's accounts receivables for medical services rendered are assigned for collection to the Company. The Company advances funds for payment of the Medical Group's expenses, including physician fees, certain other expenses, and loans on an as-needed basis for additional working capital purposes. The financial success of the AmHealth operations to be acquired by the Company will depend in part on the continued relationship between the Company and the Medical Group. The future loss of the services of one or more key physicians or termination of the relationship with the Medical Group could adversely affect the Company. The services of the clinics and employer services division for treatment and rehabilitation of work-related injuries and illnesses are billed directly to the client employer or its insurance company. Fees for services such as pre- employment physical examinations, surveillance exams and drug screening which do not involve workers' compensation injuries are generally paid by the employer and are not regulated by workers' compensation regulation or fee schedules. Reimbursement for medical services related to workers' compensation injuries or illnesses is governed by the California Official Medical Treatment Fee Schedule implemented March 1, 1994. There are no assurances as to the future increases or decreases in reimbursement levels in the State of California. Historically, California's fee schedule for workers' compensation has not kept pace with inflation and there can be no assurance that approved fee schedules will keep pace with inflation and rising health care costs or that other legislative changes will be enacted that will not adversely affect the AmHealth business. The purchase price for the acquisition of the AmHealth business is $15,657,500 payable in cash which the Company intends to finance with the proceeds of this offering. AmHealth has agreed to indemnify the Company in connection with losses or claims arising from certain acts and omissions of AmHealth occurring prior to the closing of the acquisition. AmHealth has agreed to place $390,000 in escrow for six months for the settlement of any claims and certain post-closing adjustments. The closing of the AmHealth Acquisition is contingent upon the closing of this offering and satisfaction of certain other conditions. The AmHealth Acquisition will be accounted for by CORE as an asset purchase under the purchase method of accounting. 36 INFORMATION SYSTEMS CORE's key products and services--the WorkAbility program, utilization review and case management programs and physician review services--are supported by administrative software that was developed and is maintained by in-house staff. Each of these software programs incorporates E-mail and other external data exchange features for client and remote user communications. These software programs were developed at different times and, although designed with similar features and on similar platforms, are not yet fully integrated. CORE has begun two major initiatives in its information systems development. First is the upgrade and expansion of its wide area network (WAN) to expand capability in multiple office operation of its computer and telephone systems and to expand direct computer connections with clients and remote users. Second, is the redesign of the WorkAbility product to allow integration of UR and physician review services functionality into a single operational software. The WorkAbility system has recently undergone significant architecture redesign to allow for client server operation and rapid feature development. The enhanced product, "WorkAbility Plus," utilizes software architecture that provides maximum flexibility in attaching industry-standard databases to support growth and varying client needs. The Company believes that this new architecture will support the integration of UR and physician review services into a single software centered around the WorkAbility system. Concurrent with this planned integration is the development of new medical necessity protocols focused on common occupational injuries and disease. In conjunction with the AmHealth Acquisition and occupational health network expansion, the WorkAbility system is also being developed as a reference source and data capture tool designed to operate on the physician's desk top. The extension of the WorkAbility system to the physician's desk top is designed to facilitate collection of data and management of the case. Funding for the development of CORE's WorkAbility software was provided by Chrysler Motor Corporation ("Chrysler") in exchange for a perpetual, non- exclusive, non-transferable license to use such software. Ownership of the WorkAbility software has been retained by CORE, which has the exclusive right to market the software to others. Pursuant to the terms of its agreement with Chrysler, CORE is paying Chrysler 25% of certain licensing fees paid to CORE with respect to the WorkAbility software until the total of such payments equal 140% of the development costs (approximately $2.8 million). Only limited payments have been paid by CORE through March 31, 1996. In addition, in the event that CORE fails to attempt to market the software to third parties, Chrysler will have certain rights to market and license the software independently. GOVERNMENT REGULATION; REIMBURSEMENT; HEALTH CARE REFORM A number of states, including several of those in which the Company transacts business, have extensive licensing and other requirements applicable to the Company's business. Additionally, the Company's clients, including insurance companies, are subject to regulations that indirectly affect the Company. Utilization Review/Case Management. The laws of many states regulate the provision of health care utilization management services. These regulations generally require the provider of utilization management services to be reasonably accessible by telephone to doctors and patients, to have adequately qualified personnel, to provide physicians and patients a procedure to appeal determinations of non-reimbursement, and to maintain the confidentiality of patient records. Other states regulate the provision of claims administration services and preferred provider organizations which may indirectly affect CORE. CORE believes it is in compliance with all applicable regulations governing the provision of managed health care services in the states where CORE is subject to such regulations, as currently in force and as currently interpreted. Physician Practice Management. The laws of most states, including California, prohibit physicians from splitting fees with non-physicians and prohibit non-physician entities from practicing medicine. These laws vary 37 from state to state, have been subject to limited judicial and regulatory interpretation, and are enforced by the courts and by regulatory authorities with broad discretion. Pursuant to the management services agreement to be entered into by the Company and the Medical Group at the closing of the AmHealth Acquisition, the Company will perform the non-medical functions of the business and the Medical Group will perform the medical services. Although the Company believes its proposed operations comply with applicable laws, there can be no assurance that the Company's future operations will not be successfully challenged as violating, or determined to have violated, such laws, or that the enforceability of the provisions of agreements governing such operations will not be limited. Any such result could have a material adverse effect on the Company. Federal law prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for, or in order to induce, (i) the referral of a person, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare or Medicaid programs or (iii) the purchase, lease or order or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare or Medicaid. The applicability of these provisions to many business transactions in the health care industry has been subject to only limited judicial and regulatory interpretation. Noncompliance with the federal anti-kickback legislation can result in exclusion from Medicare and Medicaid programs and civil and criminal penalties. The Company believes its operations are in compliance with these statutes. California law prohibits payment for patient referrals regardless of the source of payment. The Company believes that, under California law, fees paid for the use or management of medical facilities and for providing non- physician services, such as those to be provided by the Company's AmHealth Division to the Medical Group, do not constitute remuneration for patient referrals if the fees, under all the facts and circumstances, will not be excessive compensation for the facilities, management and services provided. The Company believes that charges by the Company to the Medical Group will be reasonable. Workers' Compensation. The Company's AmHealth business will be subject to California workers' compensation regulation with respect to pricing, billing and other aspects of the delivery of medical services to injured covered workers. The Company and the Medical Group have attempted to structure their respective operations to comply with these regulations. In California, reimbursement for medical services related to workers' compensation injuries or illnesses is governed by a state-established fee schedule. Historically, California's fee schedule for workers' compensation has not kept pace with inflation in medical care costs. There can be no assurance that the fee schedule will in the future keep pace with inflation in medical care costs or that failure to do so will not adversely affect the AmHealth business. Other. CORE's operations depend upon its continued good standing under applicable laws and regulations. To date, the cost of compliance has not been material. Such laws and regulations, however, are subject to amendment or new interpretation by authorities in each jurisdiction. If amended regulations or new interpretations of federal or state laws or regulations arise, CORE, may have difficulty complying without significant expense or changes in operations. The Company is unable to predict what additional government regulations, if any, directly or indirectly affecting its business may be promulgated. Although the Company believes that it is currently in compliance with applicable regulations in those states in which it is subject to regulation, the Company's business could be adversely affected by a revocation of or failure to obtain required licenses and governmental approvals, a failure to comply with applicable regulations or significant changes in regulations applicable to its clients. In addition to existing government health care regulation, there have been numerous initiatives at the federal and state levels, as well as by third- party payors, for comprehensive reforms affecting the payment for and availability of health care services. The Company believes that such initiatives will continue during the foreseeable future. The Company is unable to predict what, if any, reform initiatives may be adopted, or what effect, if any, their adoption may have on the Company. 38 COMPETITION CORE presently competes in two different markets: (i) health care utilization management and (ii) managed disability and workers' compensation. The managed health care market is fragmented but is consolidating rapidly as national health care reform and other forces drive independent utilization review and cost management firms into niche markets or to consolidation with large insurance carriers and provider groups. The health care utilization management market is highly competitive. Competitors include large established insurance carriers and large managed care organizations. Some of the competitors are significantly larger and have greater financial and marketing resources than CORE. CORE competes on the basis of quality, cost effectiveness and service. The managed disability and workers' compensation market is a developing market which is also competitive. Competitors include both new companies focused solely on the workers' compensation market and established disability insurance carriers who have traditionally dealt with disability from an underwriting rather than an employee productivity perspective. CORE competes on the basis of quality and cost-effectiveness in this market, and the Company believes that its proprietary disability management protocols and database of clinically defined disability episodes give it a significant competitive advantage. The occupational health care industry in which CORE and its affiliated Medical Group will compete following the AmHealth Acquisition is highly competitive. CORE believes that the competition for AmHealth and its affiliated managed medical group consists primarily of sole practitioners, small medical groups and hospitals as well as a few larger organizations, some of which may have greater resources and knowledge of the industrial medical market than CORE. The Company's AmHealth Division and its affiliated Medical Group will compete primarily on the basis of the quality of physicians, its range of services, network of locations, technical expertise and overall costs to employers. EMPLOYEES AND PHYSICIAN CONSULTANTS In addition to its available staff of approximately 280 physician consultants (230 of whom are Board certified) covering the major medical specialties, CORE had approximately 300 employees as of May 31, 1996. Generally, CORE's physician consultants are paid by CORE on a per case review or per hour basis. Almost all of CORE's physicians are retained by the Company as independent contractors and also maintain active practices. The majority of the Company's physicians work between five and 20 hours per week for the Company. Compensation to CORE's reviewers is not related to any cost savings achieved by CORE's clients. In connection with the AmHealth Acquisition, CORE will be hiring approximately 85 employees from AmHealth (exclusive of the 27 physician employees, 37 part time physicians, and approximately 110 other non-physician medical personnel of the affiliated Medical Group). PROPERTIES The Company occupies its executive headquarters in Irvine, California pursuant to a lease for approximately 14,000 sq. feet which expires in September 2000. The Company also leases facilities of approximately 18,000 sq. feet in Boston, Massachusetts under a lease that expires in May 2000, and approximately 15,000 sq. feet in Burlington, Massachusetts under a lease that expires in December 2001. Additionally, the Company leases a facility of approximately 16,000 sq. feet in Los Angeles, California under a lease that expires in June 1998, as well as approximately 18,000 sq. feet in Silver Spring, Maryland under a lease that expires in June 2001, approximately 1,300 sq. feet in Chicago, Illinois under a lease that expires in May 1998, approximately 10,000 sq. feet in Austin, Texas under leases that expire in September 1996 and approximately 2,400 sq. feet in Forth Worth, Texas under a lease that expires in July 1998. 39 In connection with the AmHealth Acquisition, the Company will be assuming real estate leases for occupational health clinics covering an aggregate of approximately 60,000 square feet of space. The employer services division of AmHealth does not lease the space it occupies at the employers' on-site facilities. PROFESSIONAL LIABILITIES; LEGAL PROCEEDINGS The Company is not currently a party to or aware of any material pending litigation or material legal proceedings. The review services provided by the Company are advisory in nature, and final determination as to payment or nonpayment of benefits are not made by the Company. Determinations as to the medical care provided to a patient are made by the patient or the attending physician. However, due to the significant number of claims in the medical malpractice field in general, it is possible that a patient may assert claims against the Company for damages due to adverse medical consequences. New or existing legal theories by which patients or physicians may attempt to assert liability against the Company or other companies engaged in the industry are developing and are expected to continue to develop. Although the Company believes that its procedures result in reasonable and accurate determinations of coverage, there can be no assurance that claims will not be made or that the Company's procedures for limiting liability will be effective. The Company maintains professional liability insurance and such other coverages as the Company believes are reasonable in light of the Company's experience to date. However, there can be no assurance that such insurance will be sufficient to protect the Company from liability which might adversely affect the Company's business, operating results or financial condition or will continue to be available to the Company at reasonable cost or at all. With the proposed AmHealth Acquisition, the Company will provide management services to a professional corporation rendering medical services in the occupational health fields. The provision of medical services entails an inherent risk of professional liability and similar claims. The most significant source of potential liability to which the Company will be exposed in providing such services will likely be the negligence of those physicians or the Medical Group. The Company intends to perform only administrative services for the Medical Group. However, the Company could become subject to claims for malpractice of Medical Group physicians under various theories, including theories that a physician is an employee or agent of the Company or that the Company was negligent in contracting for such physicians' services. There can be no assurance that a future claim or claims will not be successful or if successful will not exceed the limits of available insurance coverage or that such coverage will continue to be available at acceptable costs or at all. 40 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to the directors and executive officers of the Company.
NAME AGE POSITION - ---- --- -------- George C. Carpenter IV...... 38 Chairman of the Board of Directors and Chief Executive Officer Craig C. Horton............. 41 Director, President and Chief Operating Officer William E. Nixon............ 35 Executive Vice President, Chief Financial Officer, Treasurer and Clerk Fredric L. Sattler.......... 52 Executive Vice President Ophelia Galindo............. 38 Corporate Vice President, Product Management and Technical Development Leslie Alexandre, Dr.P.H.(1)................. 38 Director Stephen C. Caulfield(1)..... 55 Director Richard H. Egdahl, M.D.(2).. 69 Director John Pappajohn(1)(2)........ 67 Director
- -------- (1) Member of the Compensation Committee. (2) Member of the Audit Committee. George C. Carpenter IV was appointed a Class III Director, and was elected Chairman of the Board of Directors and Chief Executive Officer of the Company by the Board effective with the Company's March 24, 1995 merger involving Core Management, Inc. Mr. Carpenter served as the Chief Executive Officer and a Director of Core Management, Inc., a Delaware corporation ("CMI") and now a wholly-owned subsidiary of the Company, since its formation in 1990. In addition, Mr. Carpenter served as the Chairman, Chief Executive Officer, Secretary and a Director of Core Management, Inc., a California corporation and wholly-owned subsidiary of CMI ("CMI-California"), from its formation in 1990. As a result of the reorganization of CMI-California and Integrated Behavioral Health, a California corporation and wholly-owned subsidiary of CMI ("IBH") in March 1993, Mr. Carpenter was appointed as a director of IBH. From 1988 to 1990, Mr. Carpenter served as a Vice President, Operations of The Health Data Institute, Inc., a provider of utilization review, case management and analytic services and a developer of related software, a subsidiary of Baxter International, Inc. Craig C. Horton was appointed a Class III Director in March 1995 effective with the CMI/PRA Merger, and was elected President and Chief Operating Officer of the Company by the Board on March 30, 1995. Mr. Horton served as the President and a Director of CMI and CMI-California from their respective formations in 1990, and also served as the acting Chief Financial Officer of CMI from 1994 to 1995. In December 1994, Mr. Horton was named as a Director and Chief Executive Officer of IBH. From 1988 to 1990, Mr. Horton was a Vice President, Operations of The Health Data Institute, Inc., a subsidiary of Baxter International, Inc. William E. Nixon is the Executive Vice President, Chief Financial Officer, Treasurer and Clerk of the Company. Mr. Nixon joined the Company in December 1988 as Controller. In June 1989, Mr. Nixon became Assistant Treasurer; in September 1990, he was elected Vice President, Finance and Administration; in September 1991, he assumed his present position as Treasurer. In December 1993, Mr. Nixon was elected Chief Financial Officer of the Company. In December 1994, Mr. Nixon was elected Executive Vice President and in March 1995, he was elected Clerk. Prior to his employment with the Company, from 1985 to 1988, Mr. Nixon served as a Senior Accountant at Gray, Gray and Gray, a public accounting firm. Fredric L. Sattler became an Executive Vice President of the Company in January 1996. Prior to his employment with the Company, Mr. Sattler was employed as Vice President of National Benefit Resources of Minneapolis, Minnesota in 1995 and as Vice President of NovaCare of King of Prussia, Pennsylvania from 1994 41 to 1995. From 1981 to 1994 Mr. Sattler held various offices with Northwestern National Life Insurance Co. (now known as Reliastar Financial Corp.) and its affiliates, including Vice President of Health Care Management (1987 to 1994) and President and Chief Executive Officer (1991 to 1994) of NWNL Health Management Corp., a health management organization (HMO) management company, wholly-owned by Northwestern National Life Insurance Co. Ophelia Galindo was elected the Corporate Vice President, Product Management and Technical Development of the Company by the Board on March 30, 1995. Formerly, Ms. Galindo was employed by CMI, beginning in February 1986 as a senior consultant; in June 1994, Ms. Galindo was promoted by CMI to be its Vice President, Disability Analysis. Leslie Alexandre, Dr.P.H. was appointed a Class I Director in March 1995, effective with the CMI/PRA Merger, and was elected a Class I Director by the Company's stockholders in July 1995. Formerly, Dr. Alexandre served as a director of CMI from 1993 to 1995. Since February 1995, Dr. Alexandre has been the Vice President, Corporate Affairs for OncorMed, Inc., a provider of genetic testing and information services for the early detection and management of cancer. From 1992 to 1995, Dr. Alexandre was employed as Government Affairs Representative, Health Policy for EDS, Inc., an information technology company and subsidiary of General Motors. Prior to joining EDS in 1992, Dr. Alexandre was Senior Health Legislative Assistant for United States Senator David Durenberger. From January 1990 until the death of U.S. Senator John Heinz in April 1991, she served as Professional Staff on the Senate Special Committee on Aging. Prior to 1990, Dr. Alexandre was an independent health care consultant. Stephen C. Caulfield was appointed a Class I Director by the Board effective December 1994, and was elected a Class I Director by the Company's stockholders in July 1995. Mr. Caulfield is a Managing Director of William M. Mercer, Incorporated, a management consulting firm, where he has specialized in health care issues since 1987. Mr. Caulfield has more than 30 years of experience in the health care field, having previously been employed as a faculty member and Assistant Dean of the Albert Einstein College of Medicine in New York, as the Director of Health Affairs and Regional Operations for the United Mine Workers Multi-Employer Trust, and as the President and Chief Executive Officer of Government Research Corporation, a consulting firm previously located in Washington, D.C. (subsequently acquired by Hill and Knowlton). Richard H. Egdahl, M.D. has been a director since 1985, and was classified a Class II Director in 1995 effective with the CMI/PRA Merger. Since 1973, Dr. Egdahl has been the Director of the Medical Center of Boston University and Academic Vice President for Health Affairs at Boston University; since 1976, Dr. Egdahl has been the Director of The Health Policy Institute at Boston University. Dr. Egdahl was also a practicing surgeon through 1989. Dr. Egdahl is a trustee of the Pioneer Group of Mutual Funds, a director of HPR, Inc. (a developer of health care software and database products) and a member of the Institute of Medicine of the National Academy of Sciences. John Pappajohn was appointed a Class II Director in March 1995 effective with the CMI/PRA Merger. Formerly, Mr. Pappajohn was a director of CMI from its formation in 1990 to 1995; Mr. Pappajohn served on the Board of Directors of Integrated Behavioral Health, a California corporation ("IBH"), from 1991 to the time of its acquisition by CMI in 1993. Since 1969, Mr. Pappajohn has been the sole owner of Pappajohn Capital Resources, a venture capital fund, and President of Equity Dynamics, Inc., a financial consulting firm in Des Moines, Iowa. Mr. Pappajohn serves as a Director of the following public companies: BioCryst Pharmaceuticals, Inc., Drug Screening Systems, Inc., Fuisz Technologies Ltd., GalaGen, Inc., OncorMed, Inc., PACE Health Management Systems, Inc., and United Systems Technologies, Inc. ---------------- The Company's Board of Directors is divided into three classes, each of whose members serve for staggered three-year terms. The term of the Class I Directors (presently Dr. Alexandre and Mr. Caulfield) expires in 1998; the term of the Class II Directors (presently Dr. Egdahl and Mr. Pappajohn) expires in 1996; and the term of the Class III Directors (presently Mr. Carpenter and Mr. Horton) expires in 1997. At each annual meeting of stockholders, directors are elected for a three-year term to succeed the directors of the same class whose terms are then expiring. 42 Executive officers of the Company are elected by the Board of Directors on an annual basis and serve at the discretion of the Board of Directors. COMPENSATION OF EXECUTIVE OFFICERS The following table sets forth information concerning the compensation paid or accrued by the Company and its subsidiaries to each of its officers who was either the chief executive officer, or an executive officer whose aggregate salary and bonus exceeded $100,000 in the most recent fiscal year (the "Named Executive Officers") during the fiscal years ending December 31, 1995, 1994 and 1993. Although only principal capacities are listed, the compensation figures include all compensation received in any capacity, for services rendered during the fiscal years indicated. SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION -------------------------------------------- ------------ AWARDS ------------ SECURITIES OTHER ANNUAL UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS(#) COMPENSATION($) - --------------------------- ------- --------- -------- --------------- ------------ --------------- George C. Carpenter IV.. 1995(1) 146,249 -- -- 95,000 -- Chairman of the Board 1994(1) 112,028 -- 9,433(5) -- 1,541 of Directors and Chief 1993(1) 94,000 33,333(4) 89,547(6) -- 1,711 Executive Officer Craig C. Horton......... 1995(1) 136,342 -- -- 95,000 -- Director, President and 1994(1) 108,821 -- 7,718(5) -- 156 Chief Operating Officer 1993(1) 94,000 33,333(4) -- -- 1,286 William E. Nixon........ 1995 127,000 -- -- 56,750 -- Executive Vice 1994 82,271 6,000 -- -- -- President, Chief 1993 76,599 -- -- 5,750 -- Financial Officer, and Treasurer Alfred B. Lewis(2)...... 1995 31,250 -- -- -- 114,845(3) Chairman and President 1994 119,503 -- -- -- -- 1993 66,281 -- -- 50,000 --
- -------- (1) Prior to the March 1995 CMI/PRA Merger, Mr. Carpenter and Mr. Horton were officers and employees of Core Management, Inc. The compensation amounts for Mr. Carpenter and Mr. Horton in this table for the periods prior to the CMI/PRA Merger were paid by Core Management, Inc. (2) Mr. Lewis joined the Company as its President on May 17, 1993 and became Chairman of the Board of Directors on December 29, 1993. Mr. Lewis resigned as a director and as Chairman of the Board effective March 24, 1995. (3) Mr. Lewis received severance payments of $114,845 in 1995 pursuant to his employment contract with the Company. (4) Represents compensation income charged (but not paid) to the named executive officer as a result of a change in the accounting treatment of certain loans made by the named executive officer to CMI or its subsidiaries. (5) Represents interest paid to the named executive officer with respect to certain loans made by the named executive officer to CMI or its subsidiaries. (6) Represents relocation expenses incurred as well as additional amounts paid to Mr. Carpenter to reimburse him for income taxes payable by him with respect to such relocation expenses. 43 OPTION GRANTS IN 1995 The following table presents information regarding 1995 grants of options to purchase shares of Common Stock for each of the Named Executive Officers:
INDIVIDUAL GRANTS ---------------------------------------------- POTENTIAL REALIZABLE VALUE NUMBER OF % OF AT ASSUMED ANNUAL SECURITIES TOTAL RATES OF STOCK UNDERLYING OPTIONS PRICE APPRECIATION OPTIONS GRANTED TO EXERCISE FOR OPTION TERM (3) GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------- NAME (#) FISCAL YEAR(1) ($/SH) DATE 5%($) 10%($) ---- ---------- -------------- -------- ---------- --------- ---------- George C. Carpenter IV............. 95,000 14.1% $3.13 4/27/2000 82,152 181,535 Craig C. Horton.................... 95,000 14.1% $3.13 4/27/2000 82,152 181,535 William E. Nixon................... 50,000 7.4% $3.13 4/27/2000 43,238 95,545 1,000(2) * $2.94 12/31/96 240 486 5,750(2) * $2.94 5/17/99 3,643 7,846 Alfred B. Lewis.................... -- -- -- -- -- --
- -------- (1) The Company granted a total of 673,684 options to its employees and consultants in 1995 (including repricing of 18,250 options and excluding option grants to non-employee directors). See "Compensation of Non- Employee Directors" and "Certain Transactions." (2) Repricing of existing options. (3) Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date the respective options were granted to their expiration date. These assumptions are not intended to forecast future appreciation of the Company's stock price. The potential realizable value computation does not take into account federal or state income tax consequences of option exercises or sales of appreciated stock. This table does not take into account any appreciation in the price of the Common Stock to date. * Less than one (1%) percent. AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUES The following table presents information regarding options exercised in 1995 and the value of options outstanding at December 31, 1995 for each of the Named Executive Officers:
NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS AT YEAR END (#) YEAR END ($)(1) ------------- ----------------- SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/ NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE ---- --------------- ----------------- ------------- ----------------- George C. Carpenter IV.......... 0 N/A 19,000/76,000 $102,030/$408,120 Craig C. Horton................. 0 N/A 19,000/76,000 $102,030/$408,120 William E. Nixon................ 0 N/A 28,600/28,650 $154,486/$154,544 Alfred B. Lewis................. 0 N/A 0/0
- -------- (1) Based upon the closing price of $8.50 per share for the Company's Common Stock as quoted by Nasdaq--National Market System on December 29, 1995. 44 COMPENSATION OF NON-EMPLOYEE DIRECTORS The Company's stockholders voted to amend the 1991 Stock Option Plan with respect to the compensation of non-employee directors at the March 1995 Special Stockholders Meeting. Effective in March 1995, each non-employee director is granted, at three-year intervals, 19,500 options to purchase Common Stock which vest quarterly, over three years, subject to continued service as a director. Effective in November 1995, the Company's Board of Directors voted to increase the number of options vesting quarterly over three years from 1,625 per quarter to 3,000 per quarter. Mr. Pappajohn and Dr. Egdahl also received options from the Company for other services rendered in 1995. See "Certain Transactions" below. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS The Company entered into an employment agreement with Alfred B. Lewis, effective as of May 17, 1993, pursuant to which the Company agreed to employ Mr. Lewis as the President of the Company. Under the terms of his employment agreement, Mr. Lewis was entitled to receive compensation and fringe benefits provided for thereunder for a period of one year should his employment be terminated by the Company following any change of control of the Company. Mr. Lewis' employment with the Company was terminated on March 27, 1995. Mr. Lewis received severance compensation, including certain fringe benefits, from the Company. The Company entered into an employment agreement with William E. Nixon, the Company's Executive Vice President and Chief Financial Officer, effective as of November 19, 1993, which has an initial one year term and is automatically renewed on an annual basis unless written notice of non-renewal is delivered prior to the scheduled renewal date. Pursuant to the agreement, Mr. Nixon is entitled to receive compensation and fringe benefits for a period of six months if his employment is terminated without cause by the Company, and for a period of nine months if his employment is terminated by the Company within one year of any change of control of the Company. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Leslie Alexandre, Stephen C. Caulfield and John Pappajohn were members of the Board of Directors' Compensation Committee in fiscal 1995. In 1994, Mr. Pappajohn provided additional security for certain loans made by a financial institution to a predecessor of the Company, Core Management, Inc., and in return was granted a warrant to purchase shares of such predecessor's common stock (now shares of the Company's Common Stock pursuant to the Company's merger with Core Management, Inc.). The Board of Directors also has granted Mr. Pappajohn an option to purchase 100,000 shares of the Company's common stock pursuant to a consulting arrangement between Mr. Pappajohn and the Company. See "Certain Transactions." 45 CERTAIN TRANSACTIONS In February 1994, John Pappajohn, formerly a director and shareholder of Core Management, Inc., ("CMI") and a current director and stockholder of the Company, provided a $200,000 letter of credit as additional collateral for CMI's obligations for loans to CMI by Silicon Valley Bank. In August 1994, Mr. Pappajohn provided an additional letter of credit in the amount of $250,000 as further collateral for such loans. In May 1994, Mr. Pappajohn agreed, upon CMI's written request, to contribute $300,000 to CMI in the form of an equity contribution or a subordinated loan. Mr. Pappajohn's obligation for this contribution terminated on March 24, 1995 (the effective date of the CMI/PRA Merger). In connection with a $500,000 line of credit extended by the Company to CMI pursuant to the CMI/PRA Merger, in December, 1994, the Company pledged $210,000 as collateral to Silicon Valley Bank, which replaced the $250,000 letter of credit previously provided to Silicon Valley Bank by Mr. Pappajohn, as described above. In exchange for these pledges and his financial commitment to CMI, the Board of Directors of CMI granted Mr. Pappajohn a warrant to purchase shares of common stock of CMI. Such warrant expires three years from the date of the grant. In connection with the CMI/PRA Merger, the warrant was converted to cover 26,800 shares of Common Stock at an exercise price of $3.36 per share. Pursuant to a consulting arrangement between Mr. Pappajohn and the Company, the Board of Directors granted Mr. Pappajohn an option to purchase 100,000 shares of the Common Stock in April 1995. This option was vested 50% at the date of grant, and became fully vested in April 1996, based upon Mr. Pappajohn's provision of consulting services to the Company during such one- year period. The option has a five-year term and an exercise price of $3.13 per share (the fair market value of the Common Stock as quoted on the Nasdaq National Market System on the date of grant). Prior to the CMI/PRA Merger, George Carpenter and Craig Horton loaned CMI a total of $200,000, which was used as security for CMI's line of credit with Silicon Valley Bank. The loans from Mr. Carpenter and Mr. Horton were made pursuant to unsecured promissory notes which bore interest at a rate of 10% per annum and were paid in full in April 1995. In April 1995, Richard H. Egdahl, a director of the Company, was granted an option for the purchase of 5,000 shares of the Common Stock for services to be rendered with respect to the Company's strategic planning committee. The option has a five-year term and an exercise price of $3.13 per share (the fair market value of the Common Stock as quoted on the Nasdaq National Market System on the date of grant). In March 1996, Stephen Caulfield and John Pappajohn, directors of the Company, were each granted an option to purchase 40,000 shares of the Common Stock for consulting services. The options have a five-year term and an exercise price of $12.25 per share (the fair market value of the Common Stock as quoted on the Nasdaq National Market System on the date of grant). 46 PRINCIPAL AND SELLING STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of the Common Stock as of March 31, 1996 and as adjusted to reflect the sale of shares of Common Stock offered hereby by (i) each person who is known by the Company to own beneficially more than five percent of the Common Stock; (ii) each director of the Company; (iii) each Named Executive Officer; and (iv) all directors and executive officers of the Company as a group. Unless otherwise indicated, the address of the persons listed below is in care of CORE, INC., 18881 Von Karman Avenue, Suite 1750, Irvine, California 92715.
PERCENT OWNED ------------------------ SHARES BEFORE THE AFTER THE NAME BENEFICIALLY OWNED (1) OFFERING OFFERING (11) - ---- ---------------------- ---------- ------------- Fiduciary Trust Company 545,500(2) 11.3% 7.4% International................. Two World Trade Center New York, N.Y. 10048 John Pappajohn................ 471,969(3) 9.4 6.3 Craig C. Horton............... 437,264(4) 8.8 5.8 George C. Carpenter IV........ 401,595(5) 8.1 5.4 James Franklin................ 293,264 6.1 4.0 6 Downing Circle Downington, Pennsylvania 19335 Richard H. Egdahl, M.D........ 151,826(6) 3.1 2.1 Stephen C. Caulfield.......... 106,276(7) 2.2 1.4 William E. Nixon.............. 81,441(8) 1.7 1.1 Leslie Alexandre.............. 38,575(9) * * All directors and executive 1,792,836(10) 31.6 21.9 officers as a group (9 individuals)...............
- -------- * Less than one percent. (1) Except as otherwise indicated, represents sole voting and investment power. (2) Based on Schedule 13G, dated March 14, 1996. Includes 379,500 shares with shared voting power and 15,000 shares with shared disposition power. (3) Includes 70,200 shares owned by Mr. Pappajohn's wife, 40,200 shares owned by an entity owned by Mr. Pappajohn's wife (Mr. Pappajohn disclaims beneficial ownership of such 110,400 shares); also includes 26,800 shares issuable pursuant to a warrant held by Mr. Pappajohn and 178,575 shares issuable to Mr. Pappajohn pursuant to options (18,000 of which remain subject to future vesting). (4) Includes 1,000 shares held by Mr. Horton as custodian for Mr. Horton's son and 145,000 shares issuable to Mr. Horton pursuant to options (97,000 of which remain subject to future vesting). (5) Includes 145,000 shares issuable to Mr. Carpenter pursuant to options (97,000 of which remain subject to future vesting). (6) Includes 63,075 shares issuable to Dr. Egdahl pursuant to options (18,000 of which remain subject to future vesting). (7) Includes 15,000 shares owned by Mr. Caulfield's wife, 4,000 shares held in a trust for the benefit of Mr. Caulfield's son (Mr. Caulfield disclaims beneficial ownership of such 4,000 shares) and 72,275 shares issuable to Mr. Caulfield pursuant to options (18,000 of which remain subject to future vesting). (8) Includes 81,250 shares issuable to Mr. Nixon pursuant to options (39,200 of which remain subject to future vesting). (9) Includes 38,575 shares issuable to Dr. Alexandre pursuant to options (18,000 of which remain subject to future vesting). (10) Includes 849,550 shares issuable pursuant to a warrant and options (382,000 of which remain subject to future vesting). (11) Excludes any sales to the Underwriters by Selling Stockholders. 47 The Company and the persons listed in the table below (the "Selling Stockholders") have granted to the Underwriters an option to purchase up to an aggregate of 375,000 shares of Common Stock solely to cover over-allotments, if any, incurred in connection with the sale of the shares offered hereby. See "Underwriting." The following table sets forth certain information regarding the beneficial ownership of the Common Stock by each of the Selling Stockholders as of May 31, 1996 and as adjusted to reflect the sale of shares of Common Stock offered hereby and exercise in full of the Underwriters' over- allotment option.
SHARES SHARES BENEFICIALLY BENEFICIALLY OWNED BEFORE NUMBER OF OWNED AFTER THE OFFERING SHARES THE OFFERING --------------- SUBJECT --------------- NAME NUMBER PERCENT TO SALE NUMBER PERCENT - ---- ------- ------- --------- ------- ------- George C. Carpenter IV(1)............. 401,595 8.1% 40,000 361,595 4.9% Stephen C. Caulfield(2)............... 106,276 2.2 15,000 91,276 1.2 David Fagell(3)....................... 6,560 * 2,000 4,560 * James Franklin(4)..................... 293,264 6.1 20,000 273,264 3.7 Stephen Gerson(5)..................... 6,289 * 2,000 4,289 * Craig C. Horton(6).................... 437,264 8.8 40,000 397,264 5.4 Victoria Lowe(7)...................... 8,972 * 8,972 0 0 William E. Nixon(8)................... 81,441 1.7 15,000 66,441 * John Pappajohn(9)..................... 471,969 9.4 50,000 421,969 5.7 J.C. Sargeant(10)..................... 4,486 * 4,486 0 0 Derace Lan Schaffer(11)............... 29,072 * 20,000 9,072 * Dermott Whalen(12).................... 20,158 * 20,158 0 0 Thomas Yankoff(13).................... 29,072 * 20,000 9,072 *
- -------- *Less than one percent (1) Mr. Carpenter is Chairman of the Board and Chief Executive Officer of the Company. See "Management." Includes 145,000 shares issuable to Mr. Carpenter pursuant to options (97,000 of which remain subject to future vesting). (2) Mr. Caulfield is a Director of the Company. See "Management." Includes 15,000 shares owned by Mr. Caulfield's wife, 4,000 shares held in a trust for the benefit of Mr. Caulfield's son (Mr. Caulfield disclaims beneficial ownership of such 4,000 shares) and 72,275 shares issuable to Mr. Caulfield pursuant to options (18,000 of which remain subject to future vesting). (3) Dr. Fagell is a consultant to the Company. Includes 6,560 shares issuable to Dr. Fagell pursuant to options. (4) Mr. Franklin is an employee of the Company. (5) Dr. Gerson is an employee of the Company. Includes 5,289 shares issuable to Dr. Gerson pursuant to options. (6) Mr. Horton is a Director and the President of the Company. See "Management." Includes 1,000 shares held by Mr. Horton as custodian for Mr. Horton's son and 145,000 shares issuable to Mr. Horton pursuant to options (97,000 of which remain subject to future vesting). (7) Ms. Lowe is a former employee of the Company. Includes 8,972 shares issuable to Ms. Lowe pursuant to options. (8) Mr. Nixon is Executive Vice President, Chief Financial Officer, Treasurer and Clerk of the Company. See "Management." Includes 81,250 shares issuable to Mr. Nixon pursuant to options (39,200 of which remain subject to future vesting). (9) Mr. Pappajohn is a Director of the Company. See "Management." Includes 70,200 shares owned by Mr. Pappajohn's wife, 40,200 shares owned by an entity owned by Mr. Pappajohn's wife (Mr. Pappajohn disclaims beneficial ownership of such 110,400 shares); also includes 26,800 shares issuable pursuant to a warrant held by Mr. Pappajohn and 178,575 shares issuable to Mr. Pappajohn pursuant to options (18,000 of which remain subject to future vesting). (10) Mr. Sargeant is a former consultant to the Company. (11) Dr. Schaffer is a former Director of the Company. Includes 29,072 shares issuable to Dr. Schaffer pursuant to options. (12) Mr. Whalen is a former Director of a subsidiary of the Company. Includes 6,700 shares issuable to Mr. Whalen pursuant to options. (13) Mr. Yankoff is a former Director of the Company. Includes 29,072 shares issuable to Mr. Yankoff pursuant to options. 48 DESCRIPTION OF CAPITAL STOCK The Company is authorized to issue 10,000,000 shares of Common Stock, par value $0.10 per share, and 500,000 shares of Preferred Stock, no par value. Common Stock. Each holder of Common Stock is entitled to one vote per share on all matters submitted to a vote of stockholders. The holders of Common Stock are entitled to share ratably in such dividends as may be declared by the Board of Directors out of funds legally available therefor, and upon dissolution or liquidation, to share ratably in the net assets available for distribution to stockholders, all subject to any rights of holders of Preferred Stock. Holders of Common Stock have no conversion, preemptive, cumulative voting or subscription rights, and shares of Common Stock are not subject to redemption. The shares of Common Stock presently issued and outstanding are, and the Common Stock to be issued in connection with this offering will be, fully paid and nonassessable. As of May 31, 1996, there were 4,842,271 shares of Common Stock outstanding, held of record by approximately 141 stockholders. Preferred Stock. The Board of Directors is authorized to issue Preferred Stock in one or more series and to designate the number of shares constituting any such series and the terms thereof, including dividend, conversion and voting rights, terms of redemption, liquidation preferences and sinking fund provisions. The purpose of authorizing the Board of Directors to issue Preferred Stock and to determine its rights, terms and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of Preferred Stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of the outstanding voting stock of the Company. No shares of the Company's Preferred Stock have been issued and the Company has no present intention to issue shares of Preferred Stock. Massachusetts Law and Charter and By-Laws Provisions. The Company is subject to the provisions of Chapter 110F of the Massachusetts General Law, an anti- takeover statute. In general, this statute prohibits a publicly-held Massachusetts corporation with sufficient ties to Massachusetts from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless either (i) the interested stockholder obtains the approval of the Board of Directors prior to becoming an interested stockholder, (ii) the interested stockholder acquires 90% of the outstanding voting stock of the corporation (excluding shares held by certain affiliates of the corporation) at the time he or she becomes an interested stockholder, or (iii) the business combination is approved by both the Board of Directors and two-thirds of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder). For purposes of the statute, an "interested stockholder" is a person who, together with affiliates and associates, owns (or at any time within the prior three years did own) 5% or more of the corporation's voting stock. A "business combination" includes mergers, stock and asset sales and other transactions resulting in a financial benefit to the stockholder. The Company is also subject to Massachusetts General Laws Chapter 110D, entitled "Regulation of Control Share Acquisitions" which provides, in general, that any stockholder of a corporation subject to this statute who acquires 20% or more of the outstanding voting stock of a corporation may not vote such stock unless the stockholders of the corporation so authorize. The Company's restated Articles of Organization provide for the Board to be divided into three classes, as nearly equal in number as possible, serving staggered three-year terms. Under the Company's By-laws, directors may be removed only for cause by a majority of directors or by a majority of shares of the Common Stock outstanding and entitled to vote pursuant to Massachusetts General Law Chapter 156B. Such provisions could 49 have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company and could increase the likelihood that incumbent directors will retain their positions. Limitation of Directors' Liability. The Company's Articles of Organization contain provisions limiting the liability of directors to the fullest extent permitted by Massachusetts law as currently or hereinafter in effect. Massachusetts law currently permits the elimination of personal liability of a director for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except for (i) breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unauthorized distributions to stockholders or loans to insiders or (iv) any transaction from which the director derived an improper personal benefit. Indemnification of Directors and Officers. The Company's Articles of Organization also provide for the indemnification of its officers and directors to the extent legally permissible against all liabilities and expenses (including judgments, fines, penalties and attorneys' fees and, under certain circumstances, all amounts paid in compromise and settlement) reasonably incurred by any officer or director in connection with any action, suit or proceeding in which any such director or officer is a defendant or with which he or she may be threatened or otherwise involved, by reason of his or her being or having been a director or officer of the Company, except in relation to matters as to which such director or officer shall be finally adjudged, other than by consent, in such action, suit or proceeding not to have acted in the best interests of the corporation. Additionally, the Company has purchased a directors and officers insurance policy which, subject to a $250,000 deductible for certain claims, provides $5,000,000 of coverage. The Company has entered into separate indemnification agreements with each of its directors and executive officers providing for indemnification of such persons to the extent permitted by law. Transfer Agent; Registrar and Exchange Agent. The transfer agent and registrar for the Common Stock is State Street Bank and Trust Company, Boston, Massachusetts. SHARES ELIGIBLE FOR FUTURE SALES Future sales of substantial amounts of Common Stock could adversely affect market prices. Upon completion of this offering, the Company will have 7,342,271 shares of Common Stock outstanding. Of these shares, the 2,500,000 shares sold in this offering, the 1,150,000 shares sold in the Company's initial public offering of its Common Stock in 1991, the 1,980,105 shares issued in the CMI/PRA Merger, and 222,916 shares registered on Form S-8 under the Securities Act which were issued as of May 31, 1996, upon the exercise of stock options held by employees, directors or consultants, will be freely transferable without restriction, except for any shares purchased by an existing "affiliate" of the Company, as that term is defined in Rule 144 ("Rule 144") promulgated under the Securities Act ("Affiliate"), or shares subject to the Lock-Up Agreement. An additional 314,284 shares of Common Stock have been registered on Form S- 8 under the Securities Act for future sale to employees, directors or consultants upon exercise of stock options. The officers and directors of the Company, collectively holding 959,774 shares of Common Stock, have agreed (the "Lock-Up Agreement") not to offer, sell or otherwise dispose of Common Stock during the 120-day period following the date of this Prospectus, without the prior written consent of Smith Barney Inc. In addition to the employee stock option shares which have been registered on Form S-8, there are 1,221,695 shares subject to outstanding employee or director stock options and warrants, which have not been registered under the Securities Act. Unless these shares are subsequently registered for resale under the Securities Act, they will, upon exercise of the related options, or warrants, be restricted securities within the meaning of Rule 144 ("Restricted Shares"). 50 Sales of shares held by Affiliates, regardless of whether they are Restricted Shares, must be made in compliance with the requirements of Rule 144. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), who has beneficially owned Restricted Shares for at least two years is entitled to sell within any three-month period a number of shares that does not exceed the greater of: (i) 1% of the then outstanding shares of the Company's Common Stock (approximately 73,422 shares immediately after this offering); or (ii) the average weekly trading volume of the Company's Common Stock in the Nasdaq National Market during the four calendar weeks preceding the date on which notice of the sale is filed with the Commission, or if no notice is required, the date of receipt of the order to execute the transaction. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about the Company. Any person (or persons whose shares are aggregated) who is not deemed to be an Affiliate at any time during the 90 days preceding a sale, and who owns Restricted Shares that were purchased from the Company (or any Affiliate) at least three years previously, is entitled to sell such shares under Rule 144(k) (subject to the foregoing Lock-Up Agreement, if applicable) without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements. The Securities and Exchange Commission has recently proposed amendments to Rule 144 that would permit resales of Restricted Shares under Rule 144 after a one-year rather than a two-year holding period, subject to compliance with the other provisions of Rule 144, and would permit resale of Restricted Shares by non-Affiliates under Rule 144(k) after a two year, rather than a three year, holding period. Adoption of such amendments could result in resales of Restricted Shares sooner than would be the case under Rule 144 as currently in effect. 51 UNDERWRITING Under the terms and subject to the conditions contained in the Underwriting Agreement dated the date hereof, each Underwriter named below has severally agreed to purchase, and the Company has agreed to sell to such Underwriter, shares of Common Stock which equal the number of shares set forth opposite the name of such Underwriter named below:
NUMBER OF UNDERWRITER SHARES ----------- --------- Smith Barney Inc................................................................. Cowen & Company.................................................................. --------- Total........................................................................ 2,500,000 =========
The Underwriters are obligated to take and pay for all shares of Common Stock offered hereby (other than those covered by the over-allotment option described below) if any such shares are taken. The Underwriters, for whom Smith Barney Inc. and Cowen & Company are acting as Representatives, propose initially to offer part of the shares of Common Stock directly to the public at the public offering price set forth on the cover page hereof and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. The Underwriters may allow, and such dealers may reallow, a concession not in excess of $ per share to other Underwriters or to certain other dealers. After the public offering, the public offering price and such concessions may be changed by the Underwriter. The Company and the Selling Stockholders have granted to the Underwriters an option, exercisable for 30 days from the date of this Prospectus, to purchase up to 375,000 additional shares of Common Stock (the "Additional Shares") at the public offering price set forth on the cover page hereof less underwriting discounts and commissions. See "Principal and Selling Stockholders." Of the 375,000 Additional Shares, up to 117,384 shares are subject to sale by the Company and up to 257,616 shares are subject to sale by the Selling Stockholders. In the event that fewer than all of the Additional Shares are sold, those Additional Shares being offered by Selling Stockholders will be sold before any Additional Shares of the Company are sold. The Underwriters may exercise such option solely for the purpose of covering over-allotments, if any, incurred in connection with the sale of the shares offered hereby. To the extent such option is exercised, each Underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of such Additional Shares as the number of shares set forth next to such Underwriter's name in the preceding table bears to the total number of shares listed in such table. The Company, the Selling Stockholders and the Underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company and its directors and officers, holding in the aggregate 959,774 shares of Common Stock, have agreed that, for a period of 120 days after the date of this Prospectus, they will not, without the prior written consent of Smith Barney Inc., offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for any shares of Common Stock, except, in the case of the Company, in certain limited circumstances. 52 The Underwriters and certain selling group members that currently act as market makers for the Common Stock in accordance with Rule 10b-6A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), may engage in "passive market making" in the Common Stock in accordance with Rule 10b-6A. Rule 10b-6A permits, upon the satisfaction of certain conditions, underwriters and selling group members participating in a distribution that are also market makers in the security being distributed to engage in limited market making transactions during the period when Rule 10b-6 under the Exchange Act would otherwise prohibit such activity. In general, under Rule 10b-6A, any Underwriter or selling group member engaged in passive market making in the Common Stock (i) may not effect transactions in, or display bids for, the Common Stock at a price that exceeds the highest bid for the Common Stock displayed by a market maker that is not participating in the distribution of the Common Stock, (ii) may not have net daily purchases of the Common Stock that exceed 30% of its average daily trading volume in such stock for the two full consecutive calendar months immediately preceding the filing date of the registration statement of which this Prospectus forms a part and (iii) must identify its bids as bids made by a passive market maker. LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Rich, May, Bilodeau & Flaherty, P.C., Boston, Massachusetts. Certain legal matters will be passed upon for the Underwriters by Dewey Ballantine, New York, New York. EXPERTS The consolidated financial statements of CORE, INC. at December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The financial statements of Nine Clinics of AmHealth (a wholly-owned business of AmHealth, Inc.) as of March 31, 1996 and June 30, 1995, and for the nine-month period ended March 31, 1996, the year ended June 30, 1995, and the period ended June 30, 1994, have been included herein and in the registration statement in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The reports of KPMG Peat Marwick LLP covering the March 31, 1996, June 30, 1995 and June 30, 1994 financial statements contains an explanatory paragraph that states that AmHealth, Inc.'s recurring losses from operations, defaults on its debt obligations, and net capital deficiency, all of which raise substantial doubt about the entity's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. The combined financial statements of Occu-Care Inc. and Affiliates included in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report thereto and are included herein in reliance upon the authority of said firm as experts in giving said report. 53 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission: located at Seven World Trade Center, 13th Floor, New York, New York, 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any part of such material may be obtained from the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of prescribed fees. The Company's Common Stock is listed on the Nasdaq Stock Market's National Market, and material filed by the Company can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form S-1 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which are omitted in accordance with the rules and regulations of the Commission. Statements contained in this Prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed or incorporated by reference as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference and the exhibits and the schedules thereto. For further information pertaining to the Company and the Common Stock offered hereby, reference is hereby made to the Registration Statement and the exhibits and schedules thereto which may be inspected without charge and copies thereof may be obtained at prescribed rates from, the Public Reference Branch of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549. The Company furnishes to its stockholders annual reports containing consolidated financial statements audited by its independent auditors and makes available copies of quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. 54 INDEX TO FINANCIAL STATEMENTS
PAGE ---- FINANCIAL STATEMENTS OF CORE, INC. CORE AUDITED FINANCIAL STATEMENTS Report of Independent Auditors............................................ F-2 Consolidated Balance Sheets--December 31, 1994 and 1995................... F-3 Consolidated Statements of Operations--Years ended December 31, 1993, 1994 and 1995................................................................. F-4 Consolidated Statements of Stockholders' Equity--Years ended December 31, 1993, 1994 and 1995...................................................... F-5 Consolidated Statements of Cash Flows--Years ended December 31, 1993, 1994 and 1995................................................................. F-6 Notes to Consolidated Financial Statements................................ F-7 CORE UNAUDITED FINANCIAL STATEMENTS Consolidated Condensed Balance Sheet--March 31, 1996...................... F-16 Consolidated Condensed Statements of Operations--Three month periods ended March 31, 1995 and 1996................................................................. F-17 Consolidated Condensed Statements of Cash Flows--Three month periods ended March 31, 1995 and 1996................................................................. F-18 Notes to Consolidated Condensed Financial Statements (unaudited).......... F-19 FINANCIAL STATEMENTS OF AMHEALTH, INC. Independent Auditors' Report.............................................. F-20 Balance Sheets--June 30, 1995 and March 31, 1996.......................... F-21 Statements of Loss--Year ended June 30, 1995 and nine month periods ended March 31, 1996 and March 31, 1995 (Unaudited) ........................... F-22 Statements of Owner's Deficit--Year ended June 30, 1995 and nine month pe- riod ended March 31, 1996 ............................................... F-23 Statements of Cash Flows--Year ended June 30, 1995 and nine month periods ended March 31, 1996 and March 31, 1995 (Unaudited) ..................... F-24 Notes to Financial Statements............................................. F-25 Independent Auditors' Report.............................................. F-35 Statement of Loss--Period ended June 30, 1994............................. F-36 Statement of Owner's Deficit--Period ended June 30, 1994.................. F-37 Statement of Cash Flows--Period ended June 30, 1994....................... F-38 Notes to Financial Statements............................................. F-39 FINANCIAL STATEMENTS OF OCCU-CARE, INC. Report of Independent Public Accountants.................................. F-44 Combined Statements of Operations--Period ended September 16, 1994 and year ended May 31, 1994............................................................. F-45 Combined Statements of Stockholder's Deficit--Period ended September 16, 1994 and year ended May 31, 1994......................................... F-46 Combined Statements of Cash Flows--Period ended September 16, 1994 and year ended May 31, 1994............................................................. F-47 Notes to Combined Financial Statements.................................... F-48
F-1 REPORT OF INDEPENDENT AUDITORS Board of Directors and Stockholders CORE, INC. We have audited the accompanying consolidated balance sheets of CORE, INC. as of December 31, 1994 and 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CORE, INC. at December 31, 1994 and 1995, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Boston, Massachusetts February 14, 1996 F-2 CORE, INC. CONSOLIDATED BALANCE SHEETS
DECEMBER 31, -------------------------- 1994 1995 ------------ ------------ ASSETS Current assets: Cash and cash equivalents......................... $ 1,005,807 Cash pledged as collateral........................ $ 205,247 106,000 Customer advances................................. 173,764 286,550 Investments available-for-sale.................... 5,858,518 1,531,610 Accounts receivable, net of allowance for doubtful accounts of $181,629 in 1994 and $170,337 in 1995............................................. 2,082,217 2,987,356 Notes receivable from officers.................... 12,000 35,507 Claims receivable................................. 369,100 44,845 Prepaid expenses and other current assets......... 388,892 455,076 ------------ ------------ Total current assets.............................. 9,089,738 6,452,751 Property and equipment, net........................ 2,526,228 3,155,234 Cash pledged as collateral......................... 557,637 192,000 Deposits and other assets.......................... 142,927 178,402 Goodwill, net of accumulated amortization of $17,000 in 1995................................... 1,929,885 Non-compete contracts, net of accumulated amortiza- tion of $10,000 in 1995........................... 140,000 Customer contracts, net of accumulated amortization of $310,819 in 1994 and $331,063 in 1995.......... 149,181 128,937 Organization costs, net of accumulated amortization of $87,223 in 1994 and $107,563 in 1995........... 38,330 17,990 ------------ ------------ Total assets...................................... $ 12,504,041 $ 12,195,199 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Advances under revolving line of credit........... $ 1,200,000 Cash overdraft.................................... 301,367 Accounts payable.................................. 778,366 $ 846,156 Accrued expenses.................................. 691,777 822,694 Accrued payroll................................... 223,661 184,795 Accrued vacation.................................. 269,000 376,561 Accrued restructuring costs....................... 130,498 Deferred income taxes............................. 68,316 Claims payable.................................... 542,864 326,368 Notes payable to officers......................... 200,000 Current portion of notes payable.................. 184,082 155,994 Current portion of obligations to former shareholders..................................... 298,509 Current portion of capital lease obligations...... 86,479 91,159 ------------ ------------ Total current liabilities......................... 4,477,596 3,301,050 Long-term obligations to former shareholders, net of current portion................................ 645,106 Amounts due to former shareholders under non-com- pete agreements................................... 100,000 Capital lease obligations, net of current portion.. 120,601 71,969 Deferred rent, net of current portion.............. 353,151 279,317 Deferred income taxes.............................. 149,500 Commitments and contingencies Stockholders' equity: Preferred stock, no par value, authorized 500,000 shares; no shares issued and outstanding Common stock, $0.10 par value per share; authorized 10,000,000 shares; issued and outstanding 4,739,943 and 4,794,403 shares at December 31, 1994 and 1995, respectively......... 473,994 479,440 Additional paid-in capital........................ 17,902,519 18,052,547 Deferred compensation............................. (51,120) Cumulative unrealized gain (loss) on investments available-for-sale............................... (39,408) 30,975 Accumulated deficit............................... (10,784,412) (10,863,585) ------------ ------------ Total stockholders' equity........................ 7,552,693 7,648,257 ------------ ------------ Total liabilities and stockholders' equity........ $ 12,504,041 $ 12,195,199 ============ ============
See accompanying notes. F-3 CORE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, ------------------------------------- 1993 1994 1995 ----------- ----------- ----------- Revenues................................ $16,316,016 $16,746,290 $20,768,521 Cost of services........................ 10,713,523 11,305,323 12,838,971 ----------- ----------- ----------- Gross profit............................ 5,602,493 5,440,967 7,929,550 Operating expenses: General and administrative............ 5,028,868 4,182,206 4,772,863 Sales and marketing................... 1,786,820 1,562,823 1,499,120 Restructuring costs................... 557,515 Merger costs and expenses............. 1,182,373 1,114,406 436,104 Provision for doubtful accounts....... 67,245 83,050 14,375 Depreciation and amortization......... 1,066,900 914,480 904,900 Corporate relocation.................. 163,340 Write-off of goodwill................. 2,294,150 ----------- ----------- ----------- Total operating expenses............ 9,295,546 10,151,115 8,184,877 Loss from operations.................... (3,693,053) (4,710,148) (255,327) Other income (expense): Interest income....................... 396,528 296,218 239,590 Interest expense...................... (108,336) (158,362) (83,410) Realized gain (loss) on sale of in- vestments available-for-sale......... (157,774) 9,123 Other income.......................... 29,284 30,480 10,851 ----------- ----------- ----------- 317,476 10,562 176,154 ----------- ----------- ----------- Net loss................................ $(3,375,577) $(4,699,586) $ (79,173) =========== =========== =========== Net loss per common share............... $ (.73) $ (1.01) $ (0.02) =========== =========== =========== Weighted average number of common shares outstanding............................ 4,611,000 4,668,000 4,755,000 =========== =========== ===========
See accompanying notes. F-4 CORE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COMMON STOCK ADDITIONAL DEFERRED STOCK UNREALIZED TOTAL ------------------- PAID-IN COMPEN- SUBSCRIPTIONS GAIN (LOSS) ACCUMULATED STOCKHOLDERS' SHARES AMOUNT CAPITAL SATION RECEIVABLE INVESTMENTS DEFICIT EQUITY --------- -------- ----------- -------- ------------- ----------- ------------ ------------- Balance at December 31, 1992................... 4,517,628 $451,763 $17,214,792 $(3,312,500) $ (2,709,249) $11,644,806 Exercise of stock options (net of dissenter's rights for 496 shares)........... 123,573 12,357 313,777 326,134 Stock subscription paid.................. 3,312,500 3,312,500 Payments to repurchase common stock.......... (556) (56) (1,196) (1,252) Stockholders' contribution.......... 330,000 330,000 Net loss............... (3,375,577) (3,375,577) --------- -------- ----------- -------- ----------- -------- ------------ ----------- Balance at December 31, 1993................... 4,640,645 464,064 17,857,373 (6,084,826) 12,236,611 Exercise of stock options............... 99,298 9,930 45,146 55,076 Unrealized loss on investments available- for-sale.............. $(39,408) (39,408) Net loss............... (4,699,586) (4,699,586) --------- -------- ----------- -------- ----------- -------- ------------ ----------- Balance at December 31, 1994................... 4,739,943 473,994 17,902,519 (39,408) (10,784,412) 7,552,693 Exercise of stock options............... 54,460 5,446 85,628 91,074 Deferred compensation related to stock options issued........ 64,400 $(64,400) Amortization of deferred compensation.......... 13,280 13,280 Unrealized gain on investments available- for-sale.............. 70,383 70,383 Net loss............... (79,173) (79,173) --------- -------- ----------- -------- ----------- -------- ------------ ----------- Balance at December 31, 1995................... 4,794,403 $479,440 $18,052,547 $(51,120) $ -- $ 30,975 $(10,863,585) $ 7,648,257 ========= ======== =========== ======== =========== ======== ============ ===========
See accompanying notes. F-5 CORE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, ------------------------------------- 1993 1994 1995 ----------- ----------- ----------- Operating activities: Net loss............................... $(3,375,577) $(4,699,586) $ (79,173) Adjustments to reconcile net loss to net cash provided by (used in) operat- ing activities: Depreciation and amortization........ 1,066,900 979,627 986,152 Write-off of goodwill................ 2,294,150 Provision for doubtful accounts...... 67,245 83,050 14,375 (Gain) loss on sale/disposal of equipment........................... 66,382 (29,174) Realized loss on permanent decline in fair market value of investments.... 157,774 Realized gain on sale of investments available-for-sale.................. (9,123) Compensation expense related to issu- ance of stock options............... 409,345 28,078 13,280 Changes in operating assets and lia- bilities: (Increase) decrease in accounts re- ceivable.......................... 400,033 (446,157) 258,269 (Increase) decrease in prepaid ex- penses and other current assets... 185,625 (72,045) 277,357 Increase in customer advances...... (47,764) (112,786) (Decrease) increase in cash over- draft............................. (101,384) 301,367 (301,367) Decrease in accounts payable and accrued expenses.................. (733,914) (514,692) (607,675) ----------- ----------- ----------- Net cash provided by (used in) operat- ing activities........................ (2,063,109) (1,917,608) 439,309 Investing activities: Additions to property and equipment... (2,257,260) (539,521) (1,278,720) Disposals of property and equipment... 6,400 2,432 4,688 Decrease (increase) in cash pledged as collateral........................... (466,069) (296,815) 464,884 Refunds of (additions to) deposits.... (43,439) 23,168 (19,056) Increase to notes receivable from of- ficers............................... (12,000) (23,507) Cash received upon business acquisi- tion, net of cash paid............... 279,713 Non-compete payments.................. (50,000) Purchase of Cost Review Services, Inc., net of cash acquired........... (1,510,024) Purchases of investments available- for-sale............................. (317,570) (248,204) (3,985,892) Sales of investments available-for- sale................................. 4,204,434 8,392,306 ----------- ----------- ----------- Net cash provided by (used in) invest- ing activities........................ 1,406,209 (1,070,940) 1,994,679 Financing activities: Net (repayments) borrowings under re- volving line of credit............... (1,210,654) 1,200,000 (1,200,000) Proceeds from issuance of officer's notes................................ 200,000 Payments on officer's notes........... (200,000) Issuance of notes payable............. 59,022 133,754 179,997 Payments on notes payable............. (59,022) (199,373) (208,085) Payments on capital lease obliga- tions................................ (69,038) (56,319) (91,167) Payments to repurchase stock.......... (1,252) Receipt of stock subscription......... 3,312,500 Exercise of dissenters' rights........ (1,043) Issuance of common stock upon exercise of stock options and warrants........ 262,177 26,998 91,074 ----------- ----------- ----------- Net cash (used in) provided by financ- ing activities........................ 2,292,690 1,305,060 (1,428,181) ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents...................... 1,635,790 (1,683,488) 1,005,807 Cash and cash equivalents at beginning of year............................... 47,698 1,683,488 -- ----------- ----------- ----------- Cash and cash equivalents at end of year.................................. $ 1,683,488 $ -- $ 1,005,807 =========== =========== =========== Supplemental disclosure of cash flow information: Interest paid.......................... $ 72,307 $ 147,543 $ 83,322 =========== =========== =========== Income taxes paid...................... $ 1,900 =========== Noncash investing activities: Capital lease obligation incurred...... $ 25,266 ===========
See accompanying notes. F-6 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1995 (1) ORGANIZATION AND PURPOSE CORE, INC. ("CORE" or the "Company") is a national provider of disability and workers' compensation management services, physician-intensive health care cost containment and health care utilization management services and programs to large employers, commercial health and accident insurance companies, third- party administrators of health insurance programs, self-insured employers and other groups. On March 24, 1995, the Company issued approximately 1,928,000 shares of its common stock in exchange for all of the outstanding common stock of Core Management, Inc. ("CMI"). In addition, outstanding employee stock options to purchase CMI stock were converted into options to purchase approximately 160,000 shares of CORE. CMI is an independent provider of disability, medical and behavioral health services which are designed to help its clients monitor and control health care, workers' compensation and disability costs incurred both in the aggregate and on a case by case basis without sacrificing the quality of care or services available to patients. The merger has been accounted for as a pooling of interests and accordingly, the Company's consolidated financial statements have been restated to include the accounts and operations of CMI for all periods prior to the merger. In connection with the merger, the Company adopted a plan to restructure management to eliminate redundant positions and to abandon excess lease space. In connection with certain elements of the restructuring plan, the Company recorded a restructuring charge of $557,515 which included approximately $438,000 for severance costs and $120,000 for abandoned lease space. Separate net sales, net income and related per share amounts of the merged entities are presented in the following table. In addition, the table includes pro forma net income and net income per share amounts which reflect the elimination of the nonrecurring merger costs and expenses in 1993, 1994 and 1995.
1993 1994 1995 ----------- ----------- ----------- Net sales: CORE............................. $ 7,627,283 $ 7,959,834 $10,401,801 CMI.............................. 8,688,733 8,786,456 10,366,720 ----------- ----------- ----------- Total net sales................ $16,316,016 $16,746,290 $20,768,521 =========== =========== =========== Net income (loss): CORE............................. $(1,080,759) $ (691,185) $ 1,046,258 CMI.............................. (1,112,445) (2,893,995) (131,812) ----------- ----------- ----------- Pro forma net income (loss)........ (2,193,204) (3,585,180) 914,446 Merger cost and expenses........... 1,182,373 1,114,406 993,619 ----------- ----------- ----------- Net loss as reported............... $(3,375,577) $(4,699,586) $ (79,173) =========== =========== =========== Net income (loss) per share Pro forma........................ $(0.48) $(0.77) $ 0.19 =========== =========== =========== As reported...................... $(0.73) $(1.01) $(0.02) =========== =========== ===========
On October 2, 1995, the Company acquired all of the outstanding shares of Cost Review Services, Inc. ("CRS") for approximately $2,790,000 payable in cash plus contingent consideration. CRS provides workers' compensation medical cost containment and case management services and programs to commercial workers' compensation insurance companies and third-party administrators of workers' compensation programs. The acquisition was accounted for as a purchase and the acquisition cost consisted of the following: Cash paid to former CRS shareholders........ $1,640,000 Issuance of notes payable to former CRS shareholders............................... 1,150,000 Acquisition costs incurred.................. 200,000 ---------- $2,990,000 ==========
F-7 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The contingent consideration of $1,150,000 is payable in cash and will be computed based on agreed upon net revenue targets from January 1996 through December 1998, and is subject to downward adjustment based on certain earnings before interest and taxes percentages. The contingent consideration will be payable beginning in March 1997. The contingent consideration is not included in the acquisition cost total above and will be accounted for as period expense when the future earnings requirements have been met. The purchase resulted in goodwill of approximately $1,950,000 which is being amortized on a straight-line basis over 27.5 years. Amortization of goodwill during 1995 amounted to $17,000. The notes due to the CRS shareholders include imputed interest and are payable on a monthly basis commencing in January 1996 and continue through 1998. The Company also agreed to pay the former CRS shareholders $150,000 in installments of $50,000 in 1995, 1997 and 1998 in exchange for covenants not-to-compete. These payments are being amortized over the three year term of the agreements. Acquisition costs include $100,000 pertaining to administrative costs and $100,000 pertaining to restructure costs. In connection with the purchase, the Company adopted a plan to restructure the accounting and administrative departments of CRS and consolidate the functions within the Company's corporate headquarters. In connection with certain elements of the restructuring plan, the Company adjusted its purchase price by $100,000 to reflect an accrual for facility consolidation costs of $25,000 and severance costs of $75,000. At December 31, 1995, $58,000 is remaining in the restructuring accrual which management believes is adequate to complete the restructuring plan by April 1996. The consolidated financial statements include the operating results of CRS from the date of acquisition. The following pro forma information has been prepared assuming that this acquisition had taken place at the beginning of 1994. The proforma information includes adjustments of $57,000 for interest expense that would have been incurred to finance the purchase, $92,000 to decrease interest income due to having fewer dollars to invest as a result of the purchase, $54,000 for the amortization of intangibles arising from the transaction and $138,000 to eliminate the provision for income taxes due to the filing of a consolidated tax return. Such pro forma amounts are not necessarily indicative of what the actual consolidated results of operations might have been if the acquisition had been effective at the beginning of fiscal 1994.
YEAR ENDED DECEMBER 31, ------------------------ 1994 1995 ----------- ----------- Net sales.................... $20,680,000 $24,847,000 Net earnings (loss).......... $(4,670,000) $ 338,000 Net earnings (loss) per common share................ $ (1.00) $ 0.07
(2) ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. RISKS AND UNCERTAINTIES Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk principally consist of cash and cash equivalents, investments available-for-sale, and trade receivables. The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Investments available-for-sale represents the investment of excess cash in treasury securities issued by the United States Government. F-8 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The Company provides its services to companies throughout the United States in various industries, including, but not limited to the healthcare industry. Management does not believe significant credit risk exists at December 31, 1995. Significant Estimates and Assumptions 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVESTMENTS Effective January 1, 1994, the Company adopted Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The adoption of Statement No. 115 had no material effect on the Company's financial position at January 1, 1994 as all investments at that date were recorded at cost which approximated market value. Under the new rules, debt securities that the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity securities and are carried at amortized cost. Debt securities that the Company does not have the positive intent or ability to hold to maturity and equity securities are classified as available-for-sale and are carried at fair market value. Increases or declines in fair market value of available-for-sale securities judged to be other than temporary are recorded as a component of other income. Temporary declines are reported as a separate component of shareholder's equity. PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Major additions and betterments are capitalized while repairs and maintenance expenditures which do not improve or extend the life of the respective assets are expensed when incurred. DEPRECIATION AND AMORTIZATION Leasehold improvements are depreciated using the straight-line method. Computer equipment is depreciated using the 150% declining balance method. For office furniture and equipment placed in service prior to fiscal 1993, depreciation is computed using the 150% declining balance method. Effective January 1, 1993, the Company began depreciating newly-acquired office furniture and equipment using the straight-line method. The effect of the change was not material to the 1993 financial results. The estimated useful lives of the related assets are as follows: Computer and office equipment.............. 3-7 years Software................ 3-5 years Furniture and fixtures.. 7 years Leasehold improvements.. Shorter of lease term or estimated useful life
SOFTWARE DEVELOPMENT COSTS Certain costs of software, developed for internal use, are capitalized subsequent to the favorable assessment of technological feasibility. Costs incurred for maintenance and customer support are charged to expense as incurred. The Company capitalized software development costs of $130,471 and $180,000 during the years ended December 31, 1994 and 1995 respectively. The software was placed in use during 1994 and 1995, and amortization in the amount of $65,147, and $81,252 is included in cost of services for the years ended December 31, 1994 and 1995, respectively. Software development costs are amortized using the straight-line method. F-9 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) GOODWILL, CUSTOMER CONTRACTS AND ORGANIZATION COSTS Customer contracts and organization costs are amortized using the straight line method over ten years and five years, respectively. Recoverability of all intangible assets, including goodwill arising from business acquisitions, is reviewed annually or sooner if events or changes in circumstances indicate that the carrying amount may exceed fair value. REVENUE RECOGNITION Revenue is recognized on a capitated (fixed per employee per month), hourly or per case basis, in accordance with the specific terms of each contract. Typically, revenue is recognized during the contract period as services are provided. Licensing fees are primarily based on use by the customer and are recognized as revenue when they are earned. Deferred revenue represents amounts received on contracts in advance of services being performed. The majority of the contracts with clients permit cancellation upon 60 to 90 days' notice. INCOME TAXES The Company provides for income taxes under the liability method prescribed by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting of assets and liabilities at each year end. Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to effect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. LOSS PER COMMON SHARE Loss per common share data are computed using the weighted average number of shares of common stock outstanding and dilutive common equivalent shares from stock options, using the treasury stock method. (3) CASH MANAGEMENT SYSTEM Daily, under the Company's cash management system, the bank notifies the Company of checks presented for payment against imprest operating accounts. The Company utilizes available funds and, if necessary, transfers funds from other sources, such as short-term investments or available lines of credit, to cover the checks presented for payment. At December 31, 1994, the Company reflects a book cash overdraft as a result of the checks outstanding. (4) INVESTMENTS At December 31, 1994 and 1995, the Company had no securities that qualified as trading or held-to- maturity. The following is a summary of available-for- sale securities at December 31, 1994 and 1995:
UNREALIZED REALIZED AMORTIZED GAIN GAIN ESTIMATED COST (LOSS) (LOSS) FAIR VALUE ---------- ---------- --------- ---------- December 31, 1994: Fund investing in U.S. Treasury Securities...... $6,055,700 $(39,408) $(157,774) $5,858,518 December 31, 1995: U.S. Treasury Securities maturing in 1 to 5 years.................... $1,500,635 $ 30,975 $ 9,123 $1,531,610
F-10 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) For the year ended December 31, 1994, no sales were made of available-for- sale securities. Subsequent to December 31, 1994, the Company sold available- for-sale securities with a fair value on the date of sale of $5,750,000. The realized loss of $157,774 on this sale has been recognized in the financial statements for the year ended December 31, 1994 as the decline in market value has been determined to be a permanent decline in value. The net unrealized loss on available-for-sale securities of $39,408 has been included as a separate component of stockholders' equity as of December 31, 1994. During 1994, the Company had purchases and maturities of held-to-maturity securities of approximately $10.1 million which were considered to be cash equivalents and thus excluded from the statement of cash flows for the year ended December 31, 1994. For the year ended December 31, 1995, the Company sold available-for-sale securities with a fair value on the date of sale of $8,392,306 (including securities with a fair market value of $5,750,000 discussed below). The cost of available-for-sale investments that were sold was based on specific identification in determining realized gains and losses. The realized gain of $9,123 on these sales has been recognized in the financial statements for the year ended December 31, 1995. The net unrealized gain on available-for-sale securities of $30,975 has been included as a separate component of stockholders' equity as of December 31, 1995. (5) CLAIMS RECEIVABLE AND CLAIMS PAYABLE Claims receivable and claims payable include claims processed by the Company but not yet billed to the Company's customers and estimated services provided by the Company's provider network for which claims have not yet been submitted to the Company or rebilled to the Company's customers. The Company has estimated provider service costs incurred based upon its provider service cost experience to date and current rate schedules negotiated with its provider network. At December 31, 1994, and 1995, the Company held customer advances of $173,764 and $286,550, respectively, representing monies received to pay provider claims on behalf of certain customers. (6) PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31:
1994 1995 ----------- ----------- Computer and office equipment................. $ 2,718,929 $ 3,353,569 Software...................................... 1,216,160 1,532,061 Furniture and fixtures........................ 538,986 932,619 Leasehold improvements........................ 905,883 1,109,122 ----------- ----------- 5,379,958 6,927,371 Less accumulated depreciation and amortiza- tion......................................... (2,853,730) (3,772,137) ----------- ----------- $ 2,526,228 $ 3,155,234 =========== ===========
(7) ADVANCES UNDER REVOLVING LINE OF CREDIT AND LETTERS OF CREDIT In November 1995, the Company obtained a $1,500,000 revolving line of credit with a bank, which expires on December 31, 1996. There was no outstanding balance as of December 31, 1995. Interest is payable at a rate of prime plus 1% (9.5% at December 31, 1995). In May 1995, the Company entered into an arrangement with a bank whereby the bank would issue letters of credit amounting to $283,000 on behalf of the Company. These F-11 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) letters of credit are to be maintained as security for payments under a furniture lease agreement and an office space lease agreement. (8) NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS
1994 1995 --------- ---------- Capital lease obligations, payable to various leasing companies, bearing interest rates ranging from 9% to 16.83%, including interest............................ $ 207,080 $ 163,128 Notes payable to officers, paid in full during 1995.... 200,000 Note payable to seller pursuant to an asset acquisi- tion, paid in full during 1995........................ 44,424 Notes payable to former shareholders................... 943,615 Other--insurance financing............................. 139,657 155,994 --------- ---------- 591,161 1,262,737 Less current maturities................................ (470,560) (545,662) --------- ---------- $ 120,601 $ 717,075 ========= ==========
The fair value of notes payable and capital lease obligations approximates the carrying value. Principal maturities of notes payable, capital lease obligations, and acquisition price payable are as follows:
1996.......................................................... $ 641,562 1997.......................................................... 438,006 1998.......................................................... 366,177 1999.......................................................... 4,963 ---------- 1,450,708 Less imputed interest......................................... (187,971) ---------- Present value of obligations.................................. $1,262,737 ==========
The Company has recorded the balance of the notes payable insurance financing of $110,290 and $155,994 at December 31, 1994 and 1995, respectively, as prepaid expenses; therefore, these amounts have been excluded from the operating and financing activities disclosed in the statement of cash flows for the year ended December 31, 1994 and 1995. (9) COMMON STOCK WARRANTS In connection with the Company's initial public offering in 1991, a warrant to purchase 11,500 shares of common stock was issued to the Company's underwriter with an exercise price of $12.60 per share and an expiration date of June 12, 1995. On June 12, 1995, the warrant expired. (10) STOCK OPTIONS PLANS The Company has reserved 737,500 shares of common stock for issuance under stock option plans established in 1986 and 1991. The Company has also granted 524,536 non-plan stock options (including grants for the converted CMI options discussed in Note 1) of which 58,000, 68,000 and 110,944 have been exercised as of December 31, 1993, 1994 and 1995, respectively. Other than the remaining 413,592 non-plan stock options F-12 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) outstanding at December 31, 1995 no shares have been reserved for non-plan stock options. Plan and non-plan stock options granted to employees and directors are summarized as follows:
DECEMBER 31, ---------------------------------------- 1993 1994 1995 ------------ ------------ ------------ Outstanding at beginning of year..... 449,598 441,315 377,038 Granted............................ 143,086 68,552 1,004,509 Canceled........................... (27,300) (33,531) (59,234) Exercised.......................... (124,069) (99,298) (54,460) ------------ ------------ ------------ Outstanding at end of year........... 441,315 377,038 1,267,853 ============ ============ ============ Price range of outstanding options... $0.11-$15.24 $0.11-$15.24 $2.10-$12.08 ============ ============ ============ Price range of options exercised..... $0.11-$ 4.50 $0.11-$ 3.73 $0.11-$ 4.80 ============ ============ ============ Exercisable at end of year........... 368,565 307,938 594,925 ============ ============ ============ Available for grant at end of year... 246,248 232,348 -- ============ ============ ============
Stock options will expire on various dates through December 2001. (11) INCOME TAXES The approximate effect of temporary differences and carryforwards that give rise to deferred tax assets and liabilities as of December 31 are as follows:
1994 1995 ----------- ----------- Deferred tax assets: Bad debt reserve............................... $ 73,000 $ 69,000 Expense accruals............................... 217,000 264,000 Unrealized loss on investments................. 63,000 Net operating loss carryforwards............... 3,060,000 2,860,000 Valuation allowance............................ (3,294,000) (3,078,000) ----------- ----------- 119,000 115,000 Deferred tax liabilities: Change in accounting method from cash to accru- al............................................ (40,000) (204,000) Depreciation................................... (79,000) (129,000) ----------- ----------- (119,000) (333,000) ----------- ----------- Net deferred tax liability....................... $ -- $ (218,000) =========== ===========
At December 31, 1995, the Company has available for federal and state income tax purposes NOL carryforwards of approximately $9 million which expire through 2010. The amount of NOL carryforwards that can be utilized in any future year may be limited due to "equity structure shifts" and "owner shifts" involving "5% shareholders" (as these terms are defined in Section 382 of the Internal Revenue Code), which resulted in a more than 50 percentage point change in ownership. The utilization of these NOL carryforwards may be subject to further limitation provided by the Internal Revenue Code of 1986 and similar state provisions. During 1992, the Company changed from the cash receipts and disbursements method to the accrual method of accounting for federal income taxes. As such, the excess of accrual basis income over cash basis income earned in prior years of $400,000 was taxable over the four year period ended December 31, 1995. F-13 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) State excise taxes have been included in general and administrative expenses in the consolidated statements of operations. The following is a summary of the items which cause the effective federal tax expense to differ from the statutory federal tax expense:
YEAR ENDED DECEMBER 31, ----------------------------------- 1993 1994 1995 ----------- ----------- --------- Statutory federal tax (benefit)....... $(1,148,000) $(1,598,000) $ (27,000) State income taxes, net of federal benefit.............................. (212,000) (296,000) (3,000) Effect of nondeductible reorganization costs................................ 480,000 381,000 404,000 Effect of goodwill write-off.......... 780,000 Other................................. 23,000 (126,000) Effect (utilization) of net operating loss carryforward.................... 880,000 710,000 (248,000) ----------- ----------- --------- Effective federal tax................. $ -- $ -- $ -- =========== =========== =========
(12) LEASES The Company leases its facilities and certain office equipment under noncancelable operating leases which expire at various dates through December 2001. The terms of the lease agreements at the Boston location, scheduled to expire in May 2000, and the Irvine location, scheduled to expire in September 2000 include base rent increases over the term of the leases and an option to renew for one five-year term at the then prevailing rental rate. The total amount of the base rent payments is being charged to expense on the straight- line method over the term of the lease. The Company has recorded a deferred credit to reflect the excess of rent expense over cash payments since inception of the lease. The Company received free rent concessions under terms of lease agreements at the Boston, Burlington and Los Angeles locations. Total lease payments under these agreements are amortized on a straight-line basis over the terms of the related leases. The excess of the expense incurred over the cash paid is included as deferred rent in the accompanying balance sheets. At December 31, 1995, future minimum annual rental commitments under all of the lease agreements described above are as follows: 1996........................................ $1,475,480 1997........................................ 1,274,170 1998........................................ 1,089,953 1999........................................ 935,885 2000........................................ 644,703 Thereafter.................................. 278,712 ---------- $5,698,903 ==========
Total rent expense amounted to $1,119,963, $1,039,283 and $1,199,153 for the years ended December 31, 1993, 1994 and 1995, respectively. (13) COMMITMENTS AND CONTINGENCIES Certain of the Company's service agreement contracts have provisions which allow clients to audit the Company's performance under the contracts. F-14 CORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The funding for CORE's WorkAbility software was provided by Chrysler Corporation in exchange for a perpetual license to use such software and repayment of 140% of the development costs (approximately $2.8 million). The agreement states that repayment of such development costs is contingent upon CORE's collection of certain licensing fees. During 1994 and 1995, licensing fees of $156,000 and $37,000, respectively, were collected. No licensing fees were earned prior to 1994. Royalties of $7,720 are accrued and payable to Chrysler at December 31, 1995. No payments of royalties were made during 1994 or 1995. The Company has several 401(k) profit sharing plans covering all employees meeting certain service requirements. The Plans provide for discretionary contributions by the Company. Matching contributions for the years ended December 31, 1993, 1994 and 1995 were $32,525, and $23,229 and $54,017, respectively, and are included in general and administrative expenses in the accompanying statements of operations. (14) RELATED PARTIES The notes receivable from officers are due in February and April, 1996 and accrue interest at current market rates. (15) SIGNIFICANT CUSTOMERS The Company has a contract with a major customer which accounted for approximately 13% and 12% of total revenues for the years ended December 31, 1993 and 1994, respectively. No other client represented 10% or more of revenue during these periods or the period ended December 31, 1995. (16) SUBSEQUENT EVENT In January 1996, CORE signed a letter of intent to acquire a majority of the assets of AmHealth, Inc. ("AmHealth"), a management services organization that manages nine occupational health clinics in Southern and Northern California with a net book value of approximately $1,750,000. The proposed transaction is subject to satisfactory completion of due diligence, negotiation of a definitive agreement, and satisfaction of other conditions. As part of the proposed transaction, CORE has agreed to guarantee or provide lines of credit to AmHealth totaling up to $1,000,000 for working capital purposes and additionally up to $500,000 for capital investment purposes. AmHealth's use of funds under this line of credit agreement is subject to CORE's approval. In connection with the guarantee of debt and the line of credit, AmHealth granted CORE acceptable security interests in AmHealth assets. To date, under this agreement CORE has provided $1,000,000 to AmHealth. Interest on this line accrues at prime plus 2%. There were no amounts outstanding under this agreement at December 31, 1995. It is not practicable to estimate the fair value of the above guarantees, however, the Company does not expect to incur losses as a result of these guarantees. In the first quarter of 1996, the Company's line of credit facility was increased to $2,500,000. (17) FOURTH QUARTER ADJUSTMENTS (UNAUDITED) During the fourth quarters of 1993 and 1994, the Company recognized the following unusual or infrequently occurring items:
1993 1994 -------- -------- Reorganization costs..................................... $385,645 $335,423 Realized loss on permanent decline in fair market value of investments.......................................... 157,774 Severance accrual........................................ 57,130 Increase in allowance for doubtful accounts.............. 50,000 -------- -------- $385,645 $600,327 ======== ========
There were no unusual or infrequently occurring items during the fourth quarter of 1995. F-15 CORE, INC. CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
MARCH 31, 1996 ------------ ASSETS Current assets: Cash and cash equivalents...................................... $ 18,332 Cash pledged as collateral..................................... 45,500 Customer advances.............................................. 286,550 Investments available-for-sale................................. 437,009 Accounts receivable, net of allowance for doubtful accounts of $170,337...................................................... 4,301,040 Notes receivable from officers................................. 36,169 Notes receivable from affiliates............................... 1,041,450 Prepaid expenses and other current assets...................... 495,743 ------------ Total current assets......................................... 6,661,793 Property and equipment, net...................................... 3,527,849 Cash pledged as collateral....................................... 192,000 Deposits and other assets........................................ 298,479 Goodwill, net of accumulated amortization of $34,600............. 1,918,780 Intangibles, net................................................. 266,781 ------------ Total assets................................................. $ 12,865,682 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable............................................... $ 1,252,284 Accrued expenses............................................... 1,416,499 Accrued payroll................................................ 455,343 Accrued restructuring costs.................................... 59,698 Deferred income taxes.......................................... 68,316 Current portion of notes payable............................... 91,995 Current portion of obligations to former shareholders.......... 384,484 Current portion of capital lease obligations................... 82,894 ------------ Total current liabilities.................................... 3,811,513 Long-term obligations to former shareholders, net of current portion......................................................... 366,824 Capital lease obligations, net of current portion................ 59,889 Deferred rent, net of current portion............................ 264,622 Deferred income taxes............................................ 149,500 Stockholders' equity: Preferred stock, no par value, authorized 500,000 shares; no shares issued and outstanding................................. Common stock, $0.10 par value per share; authorized 10,000,000 shares; issued and outstanding 4,815,781 shares............... 481,578 Additional paid-in capital..................................... 18,104,718 Deferred compensation.......................................... (51,120) Cumulative unrealized gain on investments available-for-sale... 6,778 Accumulated deficit............................................ (10,328,620) ------------ Total stockholders' equity................................... 8,213,334 ------------ Total liabilities and stockholders' equity................... $ 12,865,682 ============
See accompanying notes. F-16 CORE, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ----------------------- 1995 1996 ----------- ---------- Revenues.............................................. $ 4,728,653 $6,583,562 Cost of services...................................... 3,116,938 3,938,910 ----------- ---------- Gross profit.......................................... 1,611,715 2,644,652 Operating expenses: General and administrative.......................... 1,190,608 1,403,074 Sales and marketing................................. 382,033 470,234 Restructuring costs................................. 557,515 Merger costs and expenses........................... 427,950 Depreciation and amortization....................... 232,562 277,911 ----------- ---------- Total operating expenses.......................... 2,790,668 2,151,219 Income (loss) from operations......................... (1,178,953) 493,433 Other income (expense): Interest income..................................... 77,483 45,366 Interest expense.................................... (51,339) (18,451) Realized gain (loss) on sale of investments available-for-sale................................. (1,663) 14,617 Other income........................................ 2,760 ----------- ---------- 27,241 41,532 ----------- ---------- Net income (loss)..................................... $(1,151,712) $ 534,965 =========== ========== Net income (loss) per common share.................... $ (0.24) $ 0.10 =========== ========== Weighted average number of common shares outstanding.. 4,739,930 5,532,000 =========== ==========
See accompanying notes. F-17 CORE, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------ 1995 1996 ----------- ----------- OPERATING ACTIVITIES Net income (loss)................................... $(1,151,712) $ 534,965 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization..................... 250,963 300,006 Provision for doubtful accounts................... 15,000 Realized gain on sale of investments available- for-sale......................................... (14,617) Decrease in obligations to former shareholders.... (134,000) Changes in operating assets and liabilities: Increase in accounts receivable................. (187,085) (1,313,684) Decrease in prepaid expenses and other current assets......................................... 145,679 4,178 Decrease in cash overdraft...................... (301,367) Increase in accounts payable and accrued expenses....................................... 581,843 482,057 ----------- ----------- Net cash used in operating activities............... (646,679) (141,095) INVESTING ACTIVITIES Additions to property and equipment................. (186,719) (634,875) Additions to goodwill............................... (6,495) Decrease (increase) in cash pledged as collateral... (167,098) 60,500 Increase to notes receivable from officers.......... (662) Advances to affiliates.............................. (1,041,450) Increase in deposits and other assets............... (120,077) Purchases of investments available-for-sale......... (3,989,302) Sales of investments available-for-sale............. 7,879,679 1,085,021 ----------- ----------- Net cash provided by (used in) investing activities......................................... 3,536,560 (658,038) FINANCING ACTIVITIES Net repayments under revolving line of credit....... (1,200,000) Payments on officers' notes payable................. (200,000) Payments on notes payable........................... (92,454) (63,999) Payments on capital lease obligations............... (21,175) (20,345) Payments on obligations to former shareholders...... (158,307) Issuance of common stock upon exercise of stock options and warrants............................... 54,309 ----------- ----------- Net cash used in financing activities............... (1,513,629) (188,342) ----------- ----------- Net increase (decrease) in cash and cash equivalents........................................ 1,376,252 (987,475) Cash and cash equivalents at beginning of period.... -- 1,005,807 ----------- ----------- Cash and cash equivalents at end of period.......... $ 1,376,252 $ 18,332 =========== =========== Supplemental disclosure of cash flow information.... Interest paid....................................... $ 54,354 $ 45,603 =========== ===========
See accompanying notes. F-18 CORE,INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1996 (1) BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission, but 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, (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements for the year ended December 31, 1995 contained in the Company's annual report filed on Form 10-K (File #0-19600) with the Securities and Exchange Commission on April 1, 1996. (2) INVESTMENTS At March 31, 1996, the Company had no securities that qualified as trading or held-to-maturity. The following is a summary of available-for-sale securities at March 31, 1996:
AMORTIZED UNREALIZED ESTIMATED COST GAIN FAIR VALUE --------- ---------- ---------- U.S. Treasury Securities $430,231 $6,778 $437,009
For the three months ended March 31, 1996, the Company sold available-for- sale securities with a fair value on the date of sale of $1,085,021. A realized gain of $14,617 on these sales was recognized in the three months ended March 31, 1996. The net unrealized gain of $6,778 on these securities has been included as a separate component of stockholders' equity as of March 31, 1996. (3) IMPAIRMENT OF LONG-LIVED ASSETS In accordance with FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of, the Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. During the quarter ended March 31, 1996, events and circumstances indicated that approximately $120,000 of intangible assets related to the Integrated Behavioral Health division might be impaired. However, the Company's estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered. Nonetheless, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term resulting in the need to write-down those assets to fair value. F-19 INDEPENDENT AUDITORS' REPORT The Board of Directors AmHealth, Inc.: We have audited the accompanying balance sheets of Nine Clinics of AmHealth (a wholly owned business of AmHealth, Inc.) as of June 30, 1995 and March 31, 1996, and the related statements of loss, owner's deficit, and cash flows for the year ended June 30, 1995 and nine months ended March 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 Nine Clinics of AmHealth (a wholly owned business of AmHealth, Inc.) at June 30, 1995 and March 31, 1996, and the results of its combined operations and its cash flows for the year ended June 30, 1995 and nine months ended March 31, 1996 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that Nine Clinics of AmHealth's parent will continue as a going concern. As discussed in note 1 to the financial statements, the Company has suffered recurring losses from operations, has defaulted on its debt obligations, and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. KPMG Peat Marwick LLP Atlanta, Georgia May 31, 1996, except as to Note 13 which is as of June 17, 1996 F-20 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) BALANCE SHEETS JUNE 30, 1995 AND MARCH 31, 1996
JUNE 30, MARCH 31, 1995 1996 ASSETS ----------- ----------- Current assets: Cash......................................... $ 62,307 $ 69,482 Trade receivables, net of allowance for contractual adjustments and doubtful accounts of $1,615,147 and $1,443,297, respectively.............................. 2,648,777 2,476,711 Other receivables............................ 500 Prepaid expenses and other assets............ 288,522 299,511 ----------- ----------- Total current assets....................... 3,000,106 2,845,704 Property and equipment, net (note 4)........... 1,235,501 802,935 Goodwill, net of accumulated amortization of $735,992 and $1,178,752, respectively......... 5,313,318 4,316,480 Other assets................................... 221,475 22,759 ----------- ----------- $ 9,770,400 $ 7,987,878 =========== =========== LIABILITIES AND OWNER'S DEFICIT Current liabilities: Bank overdrafts.............................. $ 408,080 $ 234,040 Notes payable to banks (notes 5 and 10)...... 58,000 222,300 Notes payable (notes 5 and 10)............... 5,205,666 6,842,600 Accounts payable............................. 914,814 845,642 Accrued expenses (notes 9 and 10)............ 1,520,904 1,680,902 Accrued salaries............................. 389,664 507,990 Long-term debt (notes 6 and 10).............. 3,471,600 2,720,595 Capital lease obligation (note 7)............ 57,326 33,377 Other liabilities............................ 79,886 ----------- ----------- Total current liabilities.................. 12,105,940 13,087,446 ----------- ----------- Redeemable preferred stock--$.01 par value; authorized 5,000,000 shares; issued and outstanding 2,500,000 shares (note 9)......... 2,500,000 2,500,000 Owner's deficit: Investment by and (advances to) AmHealth, Inc............................................ (262,980) (798,269) Accumulated deficit.......................... (4,572,560) (6,801,299) Commitments and contingencies (notes 6, 7, 10 and 12) ----------- ----------- Total owner's deficit...................... (4,835,540) (7,599,568) ----------- ----------- $ 9,770,400 $ 7,987,878 =========== ===========
See accompanying notes to financial statements. F-21 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENTS OF LOSS YEAR ENDED JUNE 30, 1995 AND NINE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
YEAR ENDED NINE MONTHS ENDED MARCH 31, JUNE 30, -------------------------------- 1995 1996 1995 ----------- ------------- ----------------- (UNAUDITED) (NOTE 14) Net revenues....................... $12,722,746 $10,628,111 $ 9,064,535 Operating expenses: Clinic salaries and benefits..... 7,553,601 6,329,690 5,525,901 Other clinic services............ 2,098,036 1,720,479 1,454,522 Equipment and facilities rent.... 1,110,784 666,292 530,064 Depreciation and amortization.... 843,416 670,473 402,706 General and administrative expenses........................... 3,093,725 2,408,236 2,374,256 ----------- ------------- ------------- Total operating expenses....... 14,699,562 11,795,170 10,287,449 ----------- ------------- ------------- Loss from operations............... (1,976,816) (1,167,059) (1,222,914) Interest expense................... 1,125,534 889,024 810,970 Preferred stock dividends.......... 81,250 172,656 40,625 ----------- ------------- ------------- Net loss........................... $(3,183,600) $(2,228,739) $(2,074,509) =========== ============= =============
See accompanying notes to financial statements. F-22 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENTS OF OWNER'S DEFICIT YEAR ENDED JUNE 30, 1995 AND NINE MONTHS ENDED MARCH 31, 1996 Balance at June 30, 1994.......................................... $(1,192,022) Net loss.......................................................... (3,183,600) Net transfers to AmHealth, Inc.................................... (459,918) ----------- Balance at June 30, 1995.......................................... (4,835,540) Net loss.......................................................... (2,228,739) Net transfers to AmHealth, Inc.................................... (535,289) ----------- Balance at March 31, 1996......................................... $(7,599,568) ===========
See accompanying notes to financial statements. F-23 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENTS OF CASH FLOWS YEAR ENDED JUNE 30, 1995 AND NINE MONTHS ENDED MARCH 31, 1996 AND 1995 (UNAUDITED)
NINE MONTHS ENDED YEAR ENDED MARCH 31, JUNE 30, ------------------------ 1995 1996 1995 ----------- ----------- ----------- (UNAUDITED) (NOTE 14) Cash flows from operating activities: Net loss from operations.............. $(3,183,600) $(2,228,739) $(2,074,509) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization........ 843,416 670,473 402,706 Provision for contractual allowances and uncollectible accounts............. 1,241,101 1,148,254 741,020 (Increase) decrease in: Accounts receivable................. (1,121,552) (976,188) (719,095) Prepaid expenses and other assets... (39,099) (10,989) (67,187) Other assets........................ (68,451) 198,716 (101,760) Increase (decrease) in: Accounts payable.................... (87,924) (69,172) 634,930 Accrued expenses.................... 768,604 470,706 392,277 Other............................... 111,970 38,940 488,695 ----------- ----------- ----------- Net cash used in operating activities.. (1,535,535) (757,999) (1,572,783) ----------- ----------- ----------- Cash flows from investing activities: Disposal (purchase) of equipment...... (349,862) 232,400 (321,895) Acquisitions of businesses, net of cash acquired (note 3)................. (1,479,441) (1,479,441) ----------- ----------- ----------- Net cash provided by (used in) investing activities................... (1,829,303) 232,400 (1,801,336) ----------- ----------- ----------- Cash flows from financing activities: Increase (decrease) in bank overdrafts............................. 96,473 (174,040) 150,834 Net transfers to AmHealth, Inc........ (459,918) (535,289) (38,614) Principal payments on notes payable and long-term debt..................... (314,695) (535,182) (30,083) Proceeds from issuance of notes payable and long-term debt............. 4,029,947 1,801,234 3,294,619 Payments of capital lease obligations............................ (23,949) ----------- ----------- ----------- Net cash provided by financing activities............................. 3,351,807 532,774 3,376,756 ----------- ----------- ----------- Increase (decrease) in cash and cash equivalents............................ (13,031) 7,175 2,637 Cash and cash equivalents at beginning of period.............................. 75,338 62,307 75,338 ----------- ----------- ----------- Cash and cash equivalents at end of period................................. $ 62,307 $ 69,482 $ 77,975 =========== =========== =========== Supplemental disclosure of cash flow information--cash paid during the period for interest................... $ 986,142 $ 404,236 $ 703,188 =========== =========== =========== Schedule of noncash investing and financing activities--acquisitions of companies: Fair value of assets acquired........ $ 4,700,000 $ 4,700,000 Liabilities assumed.................. (700,000) (700,000) Notes payable issued................. (2,500,000) (2,500,000) ----------- ----------- ----------- Total cash paid for net assets acquired............................... $ 1,500,000 $ -- 1,500,000 =========== =========== =========== Debt converted to redeemable preferred stock.................................. $ 2,500,000 $ 2,500,000 Renegotiations of notes payable issued in connection with acquisitions resulting in a reduction of principal and related goodwill.................. $ 526,581 =========== =========== ===========
See accompanying notes to financial statements. F-24 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1996 (1) ORGANIZATION BASIS OF PRESENTATION AmHealth, Inc. provides occupational health, outpatient physical therapy, and physical rehabilitation services to individuals who sustain work-related injuries. The Company is comprised of eight clinics of AmHealth, Inc., an employer services division and a business consisting of a management services agreement with California Pacific Medical Center in San Francisco, California (CPMC division). The eight clinics were acquired by AmHealth, Inc. (the Parent) in business combinations accounted for as purchases on various dates as listed below. The Employer Services Division was formed from the combination of two occupational health care networks acquired in business combinations. The CPMC division began operations in June 1995 and operates under a management services agreement with California Pacific Medical Center in San Francisco, California. The operations of each of the eight clinics and the employer services division are included in the accompanying financial statements subsequent to each acquisition date by AmHealth, Inc. (note 3).
SELLING PARTY OPERATIONS ACQUIRED MONTH ACQUIRED ------------- ------------------- -------------- Worksite Partners, Inc. Two clinics in Oakland, CA(a) January 1994 Dr. Richard H. Shoop One clinic and an occupational health March 1994 care network both located in San Francisco, CA Richmond Occupational One clinic in Richmond, CA March 1994 Medicine Associates Hallet A. Lewis, MD Occupational health practice in May 1994 Oakland, CA TriCare, Inc. Five clinics located in Rancho September 1994 Dominique; City of Industry; Ontario; Pomona; and Riverside, CA
- -------- (a) One of the clinics was closed immediately after acquisition. The Parent's operations also included three physical therapy centers in metropolitan Minneapolis, Minnesota, an exercise and health center located in Hermantown, Minnesota, and a clinic in Sacramento, California, acquired in March 1994 from Dr. Shoop, which was sold in February 1996. The Hermantown operations were closed in late 1993 and the Minneapolis clinics were closed in August 1995. The accompanying financial statements include the assets and liabilities, statements of operations, and cash flows for the eight acquired clinics, the Employer Services Division, and the CPMC division listed above and excludes the assets and liabilities, revenues and expenses, and cash flows attributable to the Minnesota clinics and the Sacramento clinic (the excluded clinics). The accompanying financial statements have been prepared as if the eight clinics, the Employer Services Division, and the CPMC division had operated as a stand-alone entity for all periods presented. Such statements include the assets, liabilities, revenues, and expenses that are directly related to the Company's operations. They also include an allocation of certain assets, liabilities, and general corporate expenses of AmHealth, Inc., such as executive payroll, interest, and other corporate overhead which are related to the Company. Amounts were allocated on a specific identification method where appropriate and on a pro rata basis otherwise. Management believes the allocation methods used are reasonable. F-25 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) AmHealth, Inc. has experienced recurring losses since inception and has a net capital deficiency of $11,233,254 as of March 31, 1996. In addition, AmHealth, Inc. has defaulted on substantially all of its notes payable and on certain vendor obligations. AmHealth, Inc. has negotiated various settlement agreements with debt holders and vendors in which forbearance has been obtained until an appropriate sale of assets can be consummated to satisfy such obligations. Management has entered into agreements to sell its operating clinics at an amount that in its opinion would generate sufficient value to satisfy all of its outstanding debt obligations in either cash or stock. This sale is contingent upon certain conditions (note 12). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) CASH EQUIVALENTS Highly liquid investments with a maturity of three months or less when purchased are generally considered to be cash equivalents. Cash equivalents at each balance sheet date consist of a certificate of deposit. (B) PROPERTY AND EQUIPMENT Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives, ranging from five to ten years. Equipment purchased under capital leases is stated at the present value of the minimum lease payments. Equipment under capital leases and leasehold improvements are amortized on the straight-line basis over the shorter of the lease term or estimated useful life of the asset. (C) NET PATIENT REVENUES Patient service revenue is recorded in the period in which services are rendered to the patient, at the Company's established rates. Services relating to workers' compensation claims are subject to fee schedules mandated by the State of California. Net patient revenues are reported net of contractual allowances and bad debt expense. Contractual allowances and bad debts expense were $988,026 and $1,148,254 for the year ended June 30, 1995 and the nine months ended March 31, 1996, respectively. (D) GOODWILL Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-line basis over the expected periods to be benefited, generally 10 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. In management's estimation, the remaining amount of goodwill has continuing value. (E) INCOME TAXES The Company's income taxes are included in the income tax returns of AmHealth, Inc. The Company accounts for income taxes under the asset and liability method. Under the asset and liability method under F-26 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) Statement of Financial Accounting Standards No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income taxes have not been allocated to the Company due to the losses incurred by both AmHealth, Inc. and the Company. (F) USE OF ESTIMATES Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. (G) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In March 1995, Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of" ("SFAS 121") was issued. SFAS 121 is effective for fiscal years beginning January 1, 1996. SFAS 121 establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles and goodwill related to those assets to be held and used and for long-lived assets and certain identifiable intangibles to be disposed of. The Company does not believe the adoption of SFAS 121 will have a material impact on the Company's financial condition or results of operations. (3) ACQUISITIONS The following table summarizes each of the clinics and network acquisitions as described in note 1.
ACQUIREE ------------------------------------------------------------- RICHMOND WORKSITE DR. OCCUPATIONAL PARTNERS, RICHARD H. MEDICINE HALLET A. INC. SHOOP ASSOCIATES LEWIS, MD TRI-CARE, INC. ---------- ---------- ------------ ---------- -------------- Cash paid............... $ 113,000 $ -- $ 65,000 $125,000 $1,500,000 Acquisition costs....... 8,000 63,000 3,000 165,000 -- Debt assumed............ 40,000 45,000 28,000 -- -- Other liabilities assumed................. 7,000 187,000 89,000 -- 700,000 Notes payable issued.... 1,350,000 800,000 935,000 394,000 2,500,000 Fair value of assets acquired................ (163,000) (403,000) (201,000) (301,000) (2,625,000) ---------- -------- -------- -------- ---------- Excess of cost over fair value of assets acquired... $1,355,000 $692,000 $919,000 $383,000 $2,075,000 ========== ======== ======== ======== ==========
One of the two clinics acquired from Worksite Partners, Inc. was closed immediately upon acquisition. F-27 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (4) PROPERTY AND EQUIPMENT Property and equipment consists of the following:
JUNE 30, MARCH 31, 1995 1996 ---------- ---------- Furniture and equipment................................. $1,207,517 $ 734,179 Leasehold improvements.................................. 526,277 413,630 ---------- ---------- 1,733,794 1,147,809 Accumulated depreciation and amortization............... (498,293) (344,874) ---------- ---------- $1,235,501 $ 802,935 ========== ==========
The net book value of property and equipment under capitalized leases amounted to $108,229 and $54,861 at June 30, 1995 and March 31, 1996, respectively. (5) NOTES PAYABLE Notes payable to bank and notes payable consist of the following:
JUNE 30, MARCH 31, 1995 1996 ---------- ---------- Notes payable to bank: Note payable to bank for the assumption of a prior officer and stockholder's note guaranteed by the Company. Interest is payable quarterly beginning March 4, 1996 at 9.75%. Principal and interest is due in full June 4, 1996............................................ $ -- $ 164,300 Note payable to bank with an interest rate of 1.5% above the prime rate. Interest is payable monthly through August 1994, with principal and any unpaid interest payable August 23, 1994........................ 58,000 58,000 ---------- ---------- $ 58,000 $ 222,300 ========== ========== Notes payable: Line of credit with an interest rate of prime + 3% with a floor of 10%, plus a monthly service fee of 1%. Note was initially secured by a second mortgage on the personal residence of a prior officer of the Company and an assignment of note and accounts receivable. In 1995, the line was renegotiated with an interest rate of 12% and the prior security interest was replaced by a first priority security interest in certain accounts receivable, contract rights, and certain equipment...... $4,771,871 $5,058,805 Line of credit, with an interest rate of 12%. Note was secured by first priority protected security interest in all borrowers' accounts receivables, contract rights, equipment, etc., except to the extent Dr. Shoop's prior security interest in San Leandro Clinic and other assets as to which lender holds second priority interest....... 350,000 Note payable, with an interest rate of 10%. Existing collateral includes 119,472 shares of Medicode, Inc. common stock pledged by a Board member.................. 300,000 300,000
F-28 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, MARCH 31, 1995 1996 ----------- ----------- Convertible notes: Notes payable with an interest rate of 15%. Interest is due in quarterly installments through December 31, 1995. Principal was due in full at December 31, 1995................................... $ 915,000 $ 915,000 Notes payable with an interest rate of 12%. Interest is due in quarterly installments through May 1, 1996. Principal is due in full on the earlier of the Company's obtaining mezzanine financing or May 1, 1996. The note holders were issued warrants for which $1.00 of principal may be converted to one share of stock until May 1, 1996.................... 445,000 445,000 Note payable with an interest rate of 10%. Interest and principal are payable on demand of the holder. Note holder may convert the note to common stock at a conversion rate of one share for each $1.00 of principal.................................. 50,000 50,000 Note payable to CORE, INC. with interest rate of prime rate +2%...................................... Principal is due on the earliest of the following dates: (a) the date of the closing (as that term is defined in certain letter agreement, dated January 9, 1996 by and between AmHealth, Inc. and CORE (the "Letter Agreement")................................. (b) the date six months after the termination of the Letter Agreement................................ (c) the date of the occurrence of a significant transaction (as that term is defined in the Letter Agreement).......................................... The note is collateralized by all of the Company's assets.................................... 1,000,000 Less debt allocated to the excluded clinics....... (1,276,205) (1,276,205) ----------- ----------- $ 5,205,666 $ 6,842,600 =========== ===========
Except for the revolving lines of credit, at March 31, 1996 and June 30, 1995, notes payable to banks and notes payable were in default due to the Company's inability to meet principal and interest payment requirements and violation of restrictive covenants contained with each note. Accordingly, in accordance with the terms of the notes, such note payable balances are due on demand; and therefore, have been classified as current (note 10). There were $44,626 of available borrowings under the lines of credit at March 31, 1996. (6) LONG-TERM DEBT Long-term debt consists of the following:
JUNE 30, MARCH 31, 1995 1996 ---------- ---------- Note payable to bank with an interest rate of 7.05%. Interest and principal are due in monthly installments of $1,102 through April 1, 1999, with any unpaid interest and principal payable on April 1, 1999.. $ 44,303 $ 10,107 Notes payable issued in connection with acquisitions with interest rates ranging from 8% to 15% (note 3)......................... 3,341,578 2,632,366 Miscellaneous vendor agreements for outstanding balances due in monthly installments............................. 85,719 78,122 ---------- ---------- $3,471,600 $2,720,595 ========== ==========
F-29 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) The notes payable contain restrictive covenants requiring, among other items, periodic principal and interest payments. The Company defaulted on the periodic principal and interest payments and other covenants during the year ended June 30, 1995 and the nine months ended March 31, 1996. The Company has also defaulted on payments to miscellaneous vendors relating to notes outstanding. Under the terms of the respective note agreements, the balances are due on demand; and therefore, have been reflected as current. In January and February of 1996, the Company negotiated certain settlements relating to notes payable issued in connection with acquisitions. The effect net of these settlements was a reduction in principal of $526,531 and a corresponding reduction to goodwill. Certain of the notes payable issued in connection with acquisitions contain adjustment provisions which were being disputed by the parties. (See note 10(c)). The settlement agreements are contingent upon the sale of assets to CORE. (7) LEASES The Company has certain facilities under noncancelable lease agreements expiring through 1999. The Company also leases certain equipment under capital lease agreements at effective rates ranging from 14% to 21%. Future minimum lease commitments as of March 31, 1996 are as follows:
CAPITAL OPERATING YEAR ENDING JUNE 30, LEASES LEASES - -------------------- ------- ---------- 1996...................................................... $37,461 $ 170,703 1997...................................................... 546,564 1998...................................................... 477,029 1999...................................................... 447,400 2000...................................................... 420,534 Thereafter................................................ 239,340 ------- ---------- Total minimum lease payments............................ 37,461 2,301,570 Less amounts representing interest........................ 4,085 ------- ---------- Net minimum lease payments.............................. $33,376 $2,301,570 ======= ==========
Rent expense was $749,450 for the year ended June 30, 1995 and $666,292 for the nine months ended March 31, 1996. (8) RETIREMENT PLAN AmHealth, Inc. sponsors a retirement savings plan (savings plan) pursuant to Section 401(k) of the Internal Revenue Code. Contributions to the savings plan may be used to purchase shares in a variety of mutual funds. Employees are eligible to participate after completing six months of service. Eligible participants may make a contribution ranging from 1% to 15% of their base pay. AmHealth, Inc. matches 25% on the first 6% of the participant's contribution. Participants are immediately 100% vested in their own contributions and vest at a rate of 20% per year, beginning after one year of participation, up to 100% after six years of participation in the contributions made by the Company. During the year ended June 30, 1995 and the nine months ended March 31, 1996, AmHealth, Inc. contributed $33,975 and $81,092, respectively, to the savings plan on behalf of eligible participants. F-30 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (9) REDEEMABLE PREFERRED STOCK In connection with the TriCare acquisition, the Company issued two promissory notes in the amounts of $1,500,000 and $1,000,000, respectively. The notes had an interest rate of 8% and interest was to be paid quarterly. The principal was due in full on the first to occur of December 1, 1995 or the first day of the month following a mezzanine financing. Pursuant to a letter agreement, on December 31, 1994, the note holders and the Company agreed to exchange the above two promissory notes for $2,500,000 of Series A Convertible Redeemable Preferred Stock. The terms of the letter provided for cumulative dividends of 6 1/2% per share to be payable quarterly with each share of preferred stock to be converted at the option of the holder into common stock at any time from and after either (i) the entry into an underwriting agreement in connection with a public offering, or (ii) the registration of the common stock of the Company pursuant to the Securities Exchange Act of 1934. All outstanding unconverted shares of Preferred Stock were to be redeemed by the Company at the original price per share, plus any accrued but unpaid dividends as follows: (i)1,500,000 shares shall be redeemed on December 1, 1995. (ii)The balance shall be redeemed in 19 equal quarterly installments commencing on December 1, 1995. In the event the Company failed to make a redemption payment as required, the Company is required to pay a late charge of 5% of the amount overdue (including accrued dividends). In the event a redemption payment shall not have been paid within 30 days, the dividend rate was to be increased to 14.65% on the redemption amount plus accrued but unpaid dividends. The Company did not make the required payment at December 31, 1995 and has accrued $82,448 in penalties at March 31, 1996. Penalties are included in general and administrative expenses. In the event of any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily, the holders of preferred stock shall be entitled to receive, prior and in preference to, any distribution of any of the assets or surplus funds of the Company before the holders of the common stock. (10) COMMITMENTS AND CONTINGENCIES (A) LEGAL 1. During 1995, AmHealth, Inc. defaulted on its obligations to a bank under a note which the Company carried an outstanding principal balance of $304,133 plus accrued interest of $14,359 at March 31, 1996. On August 23, 1995, the bank made a formal demand upon AmHealth, Inc. to surrender the assets securing its loan, and on August 24, 1995, filed suit in a Minnesota state court against the Company. The Company has retained counsel and has filed defensive pleadings asserting that judgment should not be entered against it until all of the bank's collateral is liquidated and a correct deficiency can be ascertained. The Company estimates that the bank may recover a deficiency claim of $150,000 to $200,000. However, the ultimate resolution of this matter cannot be determined at this time. 2. December 6, 1995, the landlord of one of the Company's former Minnesota clinics filed suit against AmHealth, Inc. in a state court in Minnesota alleging AmHealth owes them $79,324. AmHealth, Inc. has retained counsel and is defending the suit seeking a settlement that would give AmHealth, Inc. sufficient time to satisfy its obligation. The ultimate resolution of this matter cannot be determined at this time. F-31 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 3. On December 26, 1995, holders of a Convertible Note in the principal amount of $25,000 filed suit against the Company in a state court in Richmond, Virginia. AmHealth, Inc. has defaulted on its obligations under the note. AmHealth, Inc. has retained counsel and is defending the suit on the grounds of lack of proper jurisdiction and venue. AmHealth, Inc.'s efforts to effect a successful settlement cannot be determined at this time. 4. During 1995, AmHealth, Inc. defaulted on a purchase money note payable relating to the purchase of a company vehicle. In addition, the Company assumed notes payable to the same bank under a guarantee on behalf of the Company's former Chairman. AmHealth, Inc. restructured the indebtedness into a single note for $164,000 which matures June 4, 1996. (B) INTERNAL REVENUE SERVICE During the first and second quarter of 1995, AmHealth, Inc. was delinquent in its filing of payroll tax remittances. The total liability, including interest, relating to these delinquent remittances was approximately $600,000 at June 30, 1995. In November 1995, the Internal Revenue Service (IRS) filed Federal tax liens against the Company. In December 1995, the Company filed an offer in compromise for the settlement of the remaining liability. On January 11, 1996, the IRS levied the bank accounts owned by the Company. On January 25, 1996, the Company settled its liability with the IRS by paying the IRS $250,000 and executing an installment note due March 16, 1996 for the remaining $233,993 liability outstanding. On March 19, 1996, the Company paid the note of $233,993 to the IRS in full. (C) NOTE HOLDERS During 1995 and 1994, a portion of the clinic acquisitions was financed by the sellers. Various promissory notes were issued to these sellers requiring periodic interest and principal payments as required by the agreements. During 1995, AmHealth, Inc. defaulted on the required principal and interest payment for all of the sellers' notes. Each note holder and AmHealth, Inc. have executed settlement agreements whereby AmHealth, Inc.'s liability to the note holders has been adjusted. A summary of these adjustments is as follows:
DR. RICHARD H. SHOOP AND RICHMOND OCCUPATIONAL WORKSITE MEDICINE PARTNERS, INC. ASSOCIATES -------------- -------------- Original amount financed by seller/noteholder........................... $1,350,000 $1,735,000 ========== ========== Principal amount outstanding on date of settlement.................................. $1,350,000 $1,735,000 ========== ========== Accrued interest on date of settlement....... $ 108,749 $ 310,708 ========== ========== Amount of settlement agreement............... $ 700,000 $2,600,000 ========== ==========
The $2,600,000 settlement agreement is contingent upon a satisfactory sale of assets to CORE, INC. (note 12). The original notes underlying this settlement agreement contain certain adjustment provisions which are being disputed by the parties. The ultimate resolution of this dispute cannot be determined at this time, however, in management's opinion, such amount, if any, would not have a material effect on the financial statements. F-32 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS --(CONTINUED) (D) MISCELLANEOUS VENDOR NOTES During 1995, AmHealth executed various promissory notes with vendors relating to outstanding payables balances. During 1995, AmHealth, Inc. defaulted on its required periodic payments. AmHealth, Inc. has subsequently satisfied a large portion of the outstanding balance and is currently negotiating further settlements and extension agreements with these vendors. As of March 31, 1996, AmHealth, Inc. was current or in compliance with settlement and extension agreements on substantially all of its indebtedness owed its vendors. The outstanding balances of the notes were $85,719 and $78,122 at June 30, 1995 and March 31, 1996, respectively. The notes are payable in monthly installments. (E) FORMER EXECUTIVE A former executive has asserted that AmHealth, Inc. owes him certain sums relating to contractual agreements. AmHealth, Inc. has vigorously denied owing the former executive any sums. AmHealth, Inc. and the former executive have orally agreed to a settlement of their dispute whereby AmHealth, Inc. and the former executive will exchange mutual releases and AmHealth, Inc. will assume an obligation to a bank owed by the former executive (note 10(a)(4)). The ultimate resolution of this matter is not expected to have a material effect upon the financial position or results of operations of AmHealth, Inc. (11) ALLOWANCE FOR CONTRACTUAL ADJUSTMENTS AND DOUBTFUL ACCOUNTS Summaries of activity in the allowance for contractual adjustments and doubtful accounts during the year ended June 30, 1995 and the nine months ended March 31, 1996:
JUNE 30, MARCH 31, 1995 1996 ---------- ---------- Beginning balance........................................ $ 232,195 $1,615,147 Acquisitions............................................. 1,464,899 Write-offs............................................... 1,069,973 1,320,104 Provision................................................ 988,026 1,148,254 ---------- ---------- Allowance at the end of the period....................... $1,615,147 $1,443,297 ========== ==========
(12) SALE OF ASSETS (a) AmHealth, Inc. has signed an agreement dated May 10, 1996 for the sale of the Company to CORE, INC. ("CORE"). The consideration paid by CORE to AmHealth, Inc. for the assets, as defined in the Agreement shall be $15,657,500 payable in cash. AmHealth is committed to deliver to CORE $1,750,000 in assets at closing. If the assets are less than $1,750,000, the purchase price will be adjusted downward accordingly. The sale is subject to numerous conditions, including (but not limited to) the following: 1.Approval of the Board of Directors of CORE and AmHealth, Inc.; 2. That at or immediately prior to closing, CORE shall have completed a public offering of an additional 2,500,000 shares of its common stock; and 3.Satisfactory completion of a due diligence investigation with respect to the Company's business. F-33 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) In the event CORE and AmHealth do not consummate the transaction described above and before January 9, 1998, AmHealth, Inc. (or AmHealth, Inc.'s stockholders or creditors) is involved in (i) a bankruptcy or assignment for benefit of creditors or (ii) a merger, sale, or transfer of a significant portion of AmHealth's assets or stock, directly or indirectly (a "Significant Transaction"), and such Significant Transaction involves a valuation of AmHealth, Inc. of $13,500,000 or more, then in such event, AmHealth, Inc. shall pay to CORE a fee of $1,000,000; provided, the $1,000,000 fee shall not be due if failure to consummate the transaction is due solely to CORE's inability to consummate a public offering of its common stock or CORE's breach of the Agreement. In the event CORE and AmHealth do not consummate the transactions described above before January 9, 1998, AmHealth, Inc. (or AmHealth, Inc.'s stockholders or creditors) is planning to or will be involved in a Significant Transaction and such Significant Transaction involves a valuation of AmHealth of less than $13,500,000, then AmHealth must notify CORE 30 days prior to such transaction and grant CORE a right of first refusal concerning such proposed Significant Transaction, provided CORE has the option to pay the consideration for the proposed Significant Transaction in shares of CORE common stock with demand registration rights. (13) SUBSEQUENT EVENT On June 17, 1996, AmHealth, Inc. entered into a settlement agreement with Transcend Services, Inc. ("Transcend"), the successor in interest to TriCare, Inc. and holder of the preferred stock, whereby AmHealth agreed to pay Transcend $2,050,000 plus $5,287 of attorney's fees in satisfaction of all obligations if full payment is made by July 31, 1996. The book value of AmHealth's obligations on the date of the agreement amounted to $2,888,007. Pursuant to this settlement agreement, the unsecured notes were reinstated. (14) UNAUDITED NOTE TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim statements of loss and cash flow have been prepared in accordance with generally accepted accounting principles applicable to interim financial statements. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the nine-month period ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ended June 30, 1995. F-34 INDEPENDENT AUDITOR'S REPORT The Board of Directors AmHealth, Inc.: We have audited the accompanying statements of loss, owner's deficit, and cash flows of Nine Clinics of AmHealth (a wholly owned business of AmHealth, Inc.) for the period ended June 30, 1994. 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Nine Clinics of AmHealth (a wholly owned business of AmHealth, Inc.) for the period ended June 30, 1994 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that Nine Clinics of AmHealth's parent will continue as a going concern. As discussed in note 1 to the financial statements, AmHealth, Inc. has suffered recurring losses from operations, has defaulted on its debt obligations, and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. KPMG Peat Marwick LLP Atlanta, Georgia March 1, 1996, except as to Note 6 which is as of May 10, 1996 F-35 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENT OF LOSS PERIOD ENDED JUNE 30, 1994 (NOTE 1) Net revenues........................................................ $1,701,037 Operating expenses: Clinic salaries and benefits...................................... 1,408,232 Other clinic services............................................. 232,244 Equipment and facilities rent..................................... 523,734 Depreciation and amortization..................................... 238,641 General and administrative expenses............................... 513,308 ---------- Total operating expenses........................................ 2,916,159 ---------- Loss from operations................................................ 1,215,122 Interest expense.................................................... 173,838 ---------- Net loss............................................................ $1,388,960 ==========
See accompanying notes to financial statements. F-36 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENT OF OWNER'S DEFICIT PERIOD ENDED JUNE 30, 1994 (NOTE 1) Balance at beginning of period.................................... $ 0 Net loss.......................................................... (1,388,960) Net transfers from AmHealth, Inc.................................. 196,938 ----------- Balance at June 30, 1994.......................................... $(1,192,022) ===========
See accompanying notes to financial statements. F-37 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) STATEMENT OF CASH FLOWS PERIOD ENDED JUNE 30, 1994 Cash flows from operating activities: Net loss from operations....................................... $(1,388,960) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization................................ 199,483 Provision for contractual adjustments and uncollectible accounts.................................................... 125,260 (Increase) decrease in: Accounts receivable........................................ (141,928) Prepaid expenses and other assets.......................... (126,059) Increase (decrease) in: Accounts payable........................................... 498,469 Accrued expenses........................................... 498,583 Other...................................................... (79,382) ----------- Net cash used in operating activities............................ (414,534) ----------- Cash flows from investing activites: Purchase of equipment.......................................... (112,364) Acquisitions of businesses, net of cash acquired............... (220,872) ----------- Net cash used in investing activities............................ (333,236) ----------- Cash flows from financing activities: Increase in bank overdraft..................................... 311,607 Net transfers from AmHealth, Inc. ............................. 196,938 Principal payments on notes payable and long-term debt......... (325,000) Proceeds from issuance of long-term debt....................... 642,975 Payments of capital lease obligations.......................... (3,412) ----------- Net cash provided by financing activities........................ 823,108 ----------- Increase in cash and cash equivalents............................ 75,338 Cash and cash equivalents at beginning of period................. ----------- Cash and cash equivalents at end of period....................... $ 75,338 =========== Supplemental disclosure of cash flow information: Cash paid for interest expense................................... $ 86,538 =========== Schedule of noncash investing and financing activities-- acquisitions of companies: Fair value of assets acquired.................................. $ 4,584,000 Liabilities assumed............................................ (327,000) Debt assumed................................................... (151,000) Notes payable issued........................................... (3,803,000) ----------- Total cash paid for net assets acquired.......................... $ 303,000 ===========
See accompanying notes to financial statements. F-38 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 (1) ORGANIZATION Basis of Presentation Nine Clinics of AmHealth (The Company) provides occupational health, outpatient physical therapy, and physical rehabilitation services to individuals who sustain work-related injuries. The accompanying statement of loss and cash flow present the combined operations and cash flows from the respective date of acquisition by AmHealth, Inc. The Company, at June 30, 1994, is comprised of four clinics of AmHealth, Inc. and an employer services division. The four clinics were acquired by AmHealth, Inc. (the Parent) in business combinations accounted for as purchases on various dates as listed below. The Employer Services Division was formed from the combination of two occupational health care networks acquired in business combinations. The operations of each of the four clinics and the Employer Services Division are included in the accompanying financial statements subsequent to each acquisition date by AmHealth, Inc. (note 3).
SELLING PARTY OPERATIONS ACQUIRED MONTH ACQUIRED - ------------- ------------------- -------------- Worksite Two clinics in Oakland, CA(a) January 1994 Partners, Inc. Dr. Richard One clinic and an occupational health care network March 1994 H. Shoop both located in San Francisco, CA Richmond Oc- One clinic in Richmond, CA March 1994 cupational Medicine As- sociates Hallet A. Occupational health practice in Oakland, CA May 1994 Lewis, MD
- -------- (a)One of the clinics was closed immediately after acquisition. The Parent's operations also included three physical therapy centers in metropolitan Minneapolis, Minnesota, an exercise and health center located in Hermantown, Minnesota, and a clinic in Sacramento, California, acquired in March 1994 from Dr. Shoop, which was sold in February 1996. The Hermantown operations were closed in late 1993 and the Minneapolis clinics were closed in August 1995. The accompanying financial statements include the assets and liabilities, statements of operations, and cash flows for the four acquired clinics and the Employer Services Division listed above and excludes the assets and liabilities, revenues and expenses, and cash flows attributable to the Minnesota clinics and the Sacramento clinic (the excluded clinics). The accompanying financial statements have been prepared as if the four clinics and the employer services division had operated as a stand-alone entity from the date acquired. Such statements include the assets, liabilities, revenues, and expenses that are directly related to the Company's operations. They also include an allocation of certain assets, liabilities, and general corporate expenses of AmHealth, Inc., such as executive payroll, interest, and other corporate overhead which are related to the Company. Amounts were allocated on a specific identification method where appropriate and on a pro rata basis otherwise. Management believes the allocation methods used are reasonable. AmHealth, Inc. has experienced recurring losses since inception and has a net capital deficiency of $8,632,006 as of December 31, 1995. In addition, AmHealth, Inc. has defaulted on substantially all of its notes payable and on certain vendor obligations. F-39 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) AmHealth, Inc. has negotiated various settlement agreements with debt holders and vendors in which forbearance has been obtained until an appropriate sale of assets can be consummated to satisfy such obligations. Management has entered into agreements to sell its operating clinics at an amount that in its opinion would generate sufficient value to satisfy all of its outstanding debt obligations in either cash or stock. This sale is contingent upon certain conditions (note 10). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are generally considered to be cash equivalents. Cash equivalents at each balance sheet date consist of a certificate of deposit. (b) Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives, ranging from five to ten years. Equipment purchased under capital leases is stated at the present value of the minimum lease payments. Equipment under capital leases and leasehold improvements are amortized on the straight-line basis over the shorter of the lease term or estimated useful life of the asset. (c) Net Patient Revenues Patient service revenue is recorded in the period in which services are rendered to the patient, at the Company's established rates. Services relating to workers' compensation claims are subject to fee schedules mandated by the State of California. Net patient revenues are reported net of contractual allowances and bad debt expense. (d) Goodwill Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is amortized on a straight-line basis over the expected periods to be benefited, generally 10 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows are not achieved. In management's estimation, the remaining amount of goodwill has continuing value. (e) Income Taxes The Company's income taxes are included in the income tax returns of AmHealth, Inc. The Company accounts for income taxes under the asset and liability method. Under the asset and liability method under Statement of Financial Accounting Standards No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income taxes have not been allocated to the Company due to the losses incurred by both AmHealth, Inc. and the Company. F-40 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (f) Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. (g) Recently Issued Accounting Pronouncements In March 1995, Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed of (SFAS 121) was issued. SFAS 121 is effective for fiscal years beginning January 1, 1996. SFAS 121 establishes accounting standards for the impairment of long- lived assets, certain identifiable intangibles and goodwill related to those assets to be held and used and for long-lived assets and certain identifiable intangibles to be disposed of. The Company does not believe the adoption of SFAS 121 will have a material impact on the Company's financial condition or results of operations. (3) LEASES The Company has certain facilities under noncancelable lease agreements expiring through 1999. The Company also leases certain equipment under capital lease agreements at effective rates ranging from 14% to 21%. Future minimum lease commitments as of June 30, 1994 are as follows:
CAPITAL OPERATING YEAR ENDING JUNE 30, LEASES LEASES -------------------- ------- ---------- 1995................................................. $30,839 $ 682,000 1996................................................. 13,662 479,000 1997................................................. 452,000 1998................................................. 244,000 1999................................................. 199,000 Thereafter........................................... 215,000 ------- ---------- Total minimum lease payments....................... 44,501 2,271,000 Less amounts representing interest................... 7,576 ------- ---------- Net minimum lease payments......................... 36,925 $2,271,000 ========== Less current portion of capital lease obligation..... 22,820 ------- Long-term portion of capital lease obligation...... $14,105 =======
Rent expense was $269,000 for the period ended June 30, 1994. (4) RETIREMENT PLAN AmHealth, Inc. sponsors a retirement savings plan (savings plan) pursuant to Section 401(k) of the Internal Revenue Code. Contributions to the savings plan may be used to purchase shares in a variety of mutual funds. Employees are eligible to participate after completing six months of service. Eligible participants may make a contribution ranging from 1% to 15% of their base pay. AmHealth, Inc. matches 25% on the first 6% of the participant's contribution. Participants are immediately 100% vested in their own contributions and vest at a rate of 20% per year, beginning after one year of participation, up to 100% after six years of participation in the contributions made by the Company. During the period ended June 30, 1994, AmHealth, Inc. contributed $10,142 to the savings plan on behalf of the eligible participants. F-41 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (5) COMMITMENTS AND CONTINGENCIES (a) Legal 1. During 1995, AmHealth, Inc. defaulted on its obligations to a bank under a note which the Company carried an outstanding principal balance of $307,194 plus accrued interest of $46,014 at December 31, 1995. On August 23, 1995, the bank made a formal demand upon AmHealth, Inc. to surrender the assets securing its loan, and on August 24, 1995, filed suit in a Minnesota state court against the Company. The Company has retained counsel and has filed defensive pleadings asserting that judgment should not be entered against it until all of the bank's collateral is liquidated and a correct deficiency can be ascertained. The Company estimates that the bank may recover a deficiency claim of $150,000 to $200,000. However, the ultimate resolution of this matter cannot be determined at this time. 2. On December 6, 1995, the landlord of one of the Company's former Minnesota clinics filed suit against AmHealth, Inc. in a state court in Minnesota alleging AmHealth owes them $79,324. AmHealth, Inc. has retained counsel and is defending the suit seeking a settlement that would give AmHealth, Inc. sufficient time to satisfy its obligation. The ultimate resolution of this matter cannot be determined at this time. 3. On December 26, 1995, holders of a Convertible Note in the principal amount of $25,000 filed suit against the Company in a state court in Richmond, Virginia. AmHealth, Inc. has defaulted on its obligations under the note. AmHealth, Inc. has retained counsel and is defending the suit on the grounds of lack of proper jurisdiction and venue. AmHealth, Inc.'s efforts to effect a successful settlement cannot be determined at this time. 4. During 1995, AmHealth, Inc. defaulted on a purchase money note payable relating to the purchase of a company vehicle. In addition, the Company assumed notes payable to the same bank under a guarantee on behalf of the Company's former Chairman. AmHealth, Inc. restructured the indebtedness into a single note for $164,000 which matures June 4, 1996. (b) Internal Revenue Service During the first and second quarter of 1995, AmHealth, Inc. was delinquent in its filing of payroll tax remittances. The total liability, including interest, relating to these delinquent remittances was approximately $600,000 at June 30, 1995. In November 1995, the Internal Revenue Service (IRS) filed Federal tax liens against the Company. In December 1995, the Company paid the IRS $50,000 relating to the liability and filed an offer in compromise for the settlement of the remaining liability. On January 11, 1996, the IRS levied the bank accounts owned by the Company. On January 25, 1996, the Company settled its liability with the IRS by paying the IRS $250,000 and executing an installment note due March 16, 1996 for the remaining $233,993 liability outstanding. (c) Note Holders During 1995 and 1994, a portion of the clinic acquisitions was financed by the sellers. Various promissory notes were issued to these sellers requiring periodic interest and principal payments as required by the agreements. During 1995, AmHealth, Inc. defaulted on the required principal and interest payment for all of the sellers notes. Each note holder and AmHealth, Inc. have executed settlement agreements whereby, the note holders have and agreed to reduce AmHealth, Inc.'s liability to the note holders. Such agreements are contingent upon a satisfactory sale of assets to CORE, INC. (note 10) F-42 NINE CLINICS OF AMHEALTH (A WHOLLY OWNED BUSINESS OF AMHEALTH, INC.) NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (d) Miscellaneous Vendor Notes During 1995, AmHealth executed various promissory notes with vendors relating to outstanding payables balances. During 1995, AmHealth, Inc. defaulted on its required periodic payments. AmHealth, Inc. has subsequently satisfied a large portion of the outstanding balance and is currently negotiating further settlements and extension agreements with these vendors. As of December 31, 1995, AmHealth, Inc. was current or in compliance with settlement and extension agreements on substantially all of its indebtedness owed its vendors. (e) Former Executive A former executive has asserted that AmHealth, Inc. owes him certain sums relating to contractual agreements. AmHealth, Inc. has vigorously denied owing the former executive any sums. AmHealth, Inc. and the former executive have orally agreed to a settlement of their dispute whereby AmHealth, Inc. and the former executive will exchange mutual releases and AmHealth, Inc. will assume an obligation to a bank owed by the former executive (note 9(a)4). The ultimate resolution of this matter is not expected to have a material effect upon the financial position or results of operations of AmHealth, Inc. (6) SUBSEQUENT EVENTS (a) AmHealth, Inc. has signed an agreement dated May 10, 1996 for the sale of the Company to CORE, INC. ("CORE"). The consideration paid by CORE to AmHealth, Inc. for the assets as defined in the agreement shall be $15,657,500 payable in cash. AmHealth, Inc. is committed to deliver CORE, INC. $1,750,000 in assets at closing. If the assets delivered are less than $1,750,000, the purchase price will be adjusted downward accordingly. The sale is subject to numerous conditions, including (but not limited to) the following: 1. Approval of the Board of Directors of CORE and AmHealth, Inc.; 2. That at or immediately prior to closing, CORE shall have completed a public offering of an additional 2,500,000 shares of its common stock; and 3. Satisfactory completion of a due diligence investigation with respect to the Company's business. In the event CORE and AmHealth do not consummate the transaction described above and before January 9, 1998, AmHealth, Inc. (or AmHealth, Inc.'s stockholders or creditors) is involved in (i) a bankruptcy or assignment for benefit of creditors or (ii) a merger, sale, or transfer of a significant portion of AmHealth's assets or stock, directly or indirectly (a "Significant Transaction"), and such Significant Transaction involves a valuation of AmHealth, Inc. of $13,500,000 or more, then in such event, AmHealth, Inc. shall pay to CORE a fee of $1,000,000; provided, the $1,000,000 fee shall not be due if failure to consummate the transaction is due solely to CORE's inability to consummate a public offering of its common stock or CORE's breach of the Agreement. In the event CORE and AmHealth do not consummate the transactions described above before January 9, 1998, AmHealth, Inc. (or AmHealth, Inc.'s stockholders or creditors) is planning to or will be involved in a Significant Transaction and such Significant Transaction involves a valuation of AmHealth of less than $13,500,000, then AmHealth must notify CORE 30 days prior to such transaction and grant CORE a right of first refusal concerning such proposed Significant Transaction, provided CORE has the option to pay the consideration for the proposed Significant Transaction in shares of CORE common stock with demand registration rights. F-43 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of TriCare, Inc.: We have audited the accompanying combined statements of operations, stockholder's deficit, and cash flows of OCCU-CARE, INC. AND AFFILIATES (a California corporation) for the period from June 1, 1994 to September 16, 1994 and for the year ended May 31, 1994. 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 combined financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Occu-Care, Inc. and affiliates for the period from June 1, 1994 to September 16, 1994 and for the year ended May 31, 1994 in conformity with generally accepted accounting principles. Arthur Andersen LLP Atlanta, Georgia February 17, 1995 F-44 OCCU-CARE, INC. AND AFFILIATES COMBINED STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 1, 1994 TO SEPTEMBER 16, 1994 AND FOR THE YEAR ENDED MAY 31, 1994
PERIOD ENDED YEAR ENDED SEPTEMBER 16, MAY 31, 1994 1994 ------------- ---------- Net revenues......................................... $2,521,655 $8,616,812 Operating expenses: Compensation and benefits.......................... 1,092,060 3,968,989 Physician fees..................................... 512,650 2,203,227 General, administrative, and other................. 852,285 3,341,544 ---------- ---------- Total operating expenses......................... 2,456,995 9,513,760 ---------- ---------- Income (loss) from operations........................ 64,660 (896,948) Provision (benefit) for income taxes................. 33,500 (333,899) ---------- ---------- Net income (loss).................................... $ 31,160 $ (563,049) ========== ==========
The accompanying notes are an integral part of these combined statements. F-45 OCCU-CARE, INC. AND AFFILIATES COMBINED STATEMENTS OF STOCKHOLDER'S DEFICIT FOR THE PERIOD FROM JUNE 1, 1994 TO SEPTEMBER 16, 1994 AND FOR THE YEAR ENDED MAY 31, 1994
ACCUMULATED CAPITAL DEFICIT TOTAL ------- ----------- ----------- Balance at May 31, 1993...................... 200 $(5,834,760) $(5,834,560) Share repurchase........................... (63,000) (63,000) Net loss for the year...................... (563,049) (563,049) ---- ----------- ----------- Balance at May 31, 1994...................... 200 (6,460,809) (6,460,609) Net income for the period.................. 31,160 31,160 ---- ----------- ----------- Balance at September 16, 1994................ $200 $(6,429,649) $(6,429,449) ==== =========== ===========
The accompanying notes are an integral part of these combined statements. F-46 OCCU-CARE, INC. AND AFFILIATES COMBINED STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 1, 1994 TO SEPTEMBER 16, 1994 AND FOR THE YEAR ENDED MAY 31, 1994
PERIOD ENDED YEAR ENDED SEPTEMBER 16, MAY 31, 1994 1994 ------------- ---------- Cash flows from operating activities: Net income (loss)................................... $ 31,160 $(563,049) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization..................... 75,412 279,312 Changes in assets and liabilities: Accounts receivable............................. (73,857) 1,452,058 Inventory....................................... (1,157) Other assets.................................... (23,098) 9,682 Accounts payable................................ 60,300 (55,326) Other liabilities............................... (49,278) (431,324) -------- --------- Total adjustments............................. (10,521) 1,253,245 -------- --------- Net cash provided by operating activities............. 20,639 690,196 -------- --------- Cash flows from investing activities: Capital expenditures................................ (29,662) (122,907) -------- --------- Cash flows from financing activities: Change in capital lease obligation.................. (2,606) 22,548 Change in intercompany balance...................... 13,179 (557,391) Repurchase of shares................................ (63,000) -------- --------- Net cash provided by (used in) financing activities... 10,573 (597,843) -------- --------- Net increase (decrease) in cash....................... 1,550 (30,554) Cash, beginning of period............................. 30,554 -------- --------- Cash, end of period................................... $ 1,550 $ -- ======== =========
The accompanying notes are an integral part of these combined statements. F-47 OCCU-CARE, INC. AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS SEPTEMBER 16, 1994 AND MAY 31, 1994 (1) BUSINESS AND BASIS OF PRESENTATION Occu-Care, Inc. and affiliates ("Occu-Care" or the "Company") is a wholly owned subsidiary of TriCare, Inc. (a Delaware corporation). Occu-Care is a healthcare services company specializing in the industrial and occupational medical business. Laws regarding the corporate practices of medicine in California necessitate the separate operation of the Company, which handles the nonmedical functions of the business, from the companies whose physicians provide all medical services. As a result, medical groups were established (professional corporations wholly owned by the physicians) to provide such medical services. Occu-Care has management agreements with such medical groups. The medical groups provide all medical aspects of the Company's services, develop professional standards, policies and procedures and determine fees, locations, and marketing policies. The Company provides all administrative services, support personnel, facilities, and nonmedical services to these medical groups. The Company provides services primarily to injured workers through a network of six clinics in the greater Los Angeles area. Due to the related business activities and mutual dependence of the Company and the medical groups, combined financial statements are presented because they are more meaningful than the presentation of separate financial statements. On March 1, 1992, Occu-Care acquired all of the outstanding stock of Industrial Plus Health Network ("IPHN"). The purchase price was $5,617,000 and has been accounted for under the purchase method of accounting. IPHN has been consolidated and all intercompany accounts and transactions have been eliminated. As described in Note 8, substantially all of the assets and certain liabilities of the Company were sold on September 16, 1994. (2) SIGNIFICANT ACCOUNTING POLICIES Cash Management System The Company's parent utilizes a centralized cash management system to provide financing for its operations, including the Company's operations. The majority of the Company's cash requirements have been financed by the Company's Parent. Net Revenues The Company derives substantially all of its revenue from medical services provided to injured workers. The medical groups' charges for services are billed by the Company and are paid directly to the Company by insurance carriers or self-insured employers. Net revenues are recorded on the date service is rendered and are equal to billed charges, less a provision for administrative discounts. Such discounts arise when fee reductions are negotiated with the payers. Supplies Supplies are stated at cost and are charged to expense as used. Equipment and Leasehold Improvements Equipment and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Expenditures for renewals and improvements which increase the useful lives or capacity of equipment are capitalized. Expenditures for repairs and maintenance are charged directly to operating expenses as incurred. Cost and related accumulated depreciation and amortization of equipment and leasehold improvements, old or otherwise disposed of, are eliminated from the accounts, and any gains or losses resulting from such dispositions are recognized in the statements of operations. F-48 OCCU-CARE, INC. AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) SEPTEMBER 16, 1994 AND MAY 31, 1994 The Company provides depreciation and amortization for financial statement purposes using the straight-line method over the estimated useful lives as follows: Equipment................................ 3 to 5 years Leasehold improvements................... Term of lease
Intangible Assets Intangible assets consist primarily of goodwill which is being amortized over 40 years. The Company periodically evaluates the carrying amount of its intangibles assets. Due to the discontinuation of certain of the Company's parent's subsidiaries during fiscal 1993, the recoverability of the intangible assets was determined to have been impaired. Discontinuing these businesses has increased the allocation of overhead expenses to Occu-Care and has caused a decrease in the estimated discounted net income over the remaining life of its goodwill. The Company determined the net realizable value to be approximately $2,300,000 as of April 30, 1993, resulting in a write-down of the intangible assets (primarily goodwill) in the amount of $7,115,000 during fiscal 1993. Amortization expense was $18,200, $62,800, and $161,800 for the period ended September 16, 1994 and for the years ended May 31, 1994 and 1993, respectively. (3) RELATED-PARTY TRANSACTIONS In March 1994, a stockholder sold his interest back to the medical group for $63,000. This amount has been treated as an adjustment to stockholder's deficit. The Company's Parent financed certain cash flow requirements through noninterest bearing advances. (4) COMMITMENTS AND CONTINGENCIES The Company leases general and medical office space under noncancelable operating leases which expire at various dates through 1998. The following is a schedule of future minimum lease payments under noncancelable operating leases: Fiscal years ending May 31: 1995......................................................... $ 334,000 1996......................................................... 452,200 1997......................................................... 240,000 1998......................................................... 84,800 ---------- $1,111,000 ==========
Rent expense was $139,483 for the period ended September 16, 1994 and $525,969 for the year ended May 31, 1994. (5) INCOME TAXES The Company is included in the consolidated federal income tax return of its parent (Note 1). The income tax provision (benefit) is computed on a separate- company (stand-alone) basis. The Company does not have a formal tax-sharing arrangement with its parent. The Company settles its total tax obligation (both current and deferred) on an annual basis with its Parent. F-49 OCCU-CARE, INC. AND AFFILIATES NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED) SEPTEMBER 16, 1994 AND MAY 31, 1994 AND 1993 The Company's parent adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires the use of the liability method in accounting for income taxes. Deferred taxes are determined based on the estimated future tax effects of differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. A reconciliation from the federal statutory rate to the total provision (benefit) for income taxes is as follows:
PERIOD ENDED YEAR ENDED SEPTEMBER 16, MAY 31, 1994 1994 ------------- ---------- Tax at statutory rate........................... $21,984 $(304,962) State income taxes, net of federal taxes........ 3,879 (53,817) Intangible amortization......................... 7,248 25,120 Other, net...................................... 389 (240) ------- --------- $33,500 $(333,899) ======= =========
The principal differences between financial statement and taxable reporting bases are due to the medical groups' use of the cash method of accounting for income tax reporting purposes and the resulting effect of recognizing various income and expense items in different financial reporting periods. (6) SALE OF THE COMPANY On September 16, 1994, substantially all of the assets and certain liabilities (not including Due to Parent) of the Company were sold by the Parent to AmHealth, Inc. with no gain or loss recognized. F-50 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPEC- TUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SE- CURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAW- FUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICA- TION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. ------------ TABLE OF CONTENTS
PAGE ---- Prospectus Summary....................................................... 3 Risk Factors............................................................. 6 The Company.............................................................. 10 Recent Developments...................................................... 11 Use of Proceeds.......................................................... 11 Price Range of Common Stock.............................................. 12 Dividend Policy.......................................................... 12 Capitalization........................................................... 13 Dilution................................................................. 14 Pro Forma Combined Condensed Financial Data (Unaudited).................. 15 Selected Consolidated Financial Data..................................... 21 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 22 Business................................................................. 28 Management............................................................... 41 Certain Transactions..................................................... 46 Principal and Selling Stockholders....................................... 47 Description of Capital Stock............................................. 49 Shares Eligible for Future Sale.......................................... 50 Underwriting............................................................. 52 Legal Matters............................................................ 53 Experts.................................................................. 53 Available Information.................................................... 54 Index to Financial Statements............................................ F-1
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2,500,000 SHARES [CORE DYNAMO LOGO] COMMON STOCK -------- PROSPECTUS , 1996 -------- SMITH BARNEY INC. COWEN & COMPANY - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses payable by the Company in connection with the sale of the Common Stock being registered hereby. All the amounts shown are estimated, except the SEC registration fee and the NASD filing fee. SEC registration fee............................................... $ 14,871 NASD filing........................................................ 4,831 Nasdaq listing fee................................................. 17,500 Blue Sky fee and expenses.......................................... 20,000 Printing and engraving expenses.................................... 125,000 Legal fees and expenses............................................ 250,000 Auditors' accounting fees and expenses............................. 100,000 Transfer Agent and Registrar fees.................................. 3,000 Miscellaneous expenses............................................. 64,798 -------- Total............................................................ $600,000 ========
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS The Company's Restated Articles of Organization contain provisions limiting the liability of directors to the fullest extent permitted by Massachusetts law as currently or hereinafter in effect. Massachusetts law currently permits the elimination of personal liability of a director for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except for (i) breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unauthorized distributions to stockholders or loans to insiders, or (iv) any transactions from which the director derived an improper personal benefit. The Company's Restated Articles of Organization also provide for the indemnification of officers and directors of the Company, to the extent legally permissible, against all liabilities and expenses (including judgments, fines, penalties and attorneys' fees and under certain circumstances, all amounts paid in compromise and settlement) reasonably incurred by such officer or director in connection with any action, suit or proceeding in which any such director or officer is a defendant or with which he or she may be threatened or otherwise involved, by reason of his or her being or having been a director or officer of the Company, except in relation to matters as to which such director or officer shall be finally adjudged, other than by consent, in such action, suit or proceeding, not to have acted in the best interests of the Company. The Company has entered into separate indemnification agreements with each of its directors and executive officers providing for indemnification of such persons to the extent permitted by law. Additionally, the Company has purchased a directors and officers insurance policy which, subject to a $250,000 deductible for certain claims, provides $5,000,000 of coverage. Pursuant to the Company's recent merger with Core Management, Inc. ("CMI"), the Company agreed not to amend its Restated Articles of Organization or By- Laws to reduce or limit the right of indemnity afforded to present and former directors and officers of the Company and CMI or otherwise hinder the rights of indemnity to such persons for a period of four years following such merger. The Company and CMI also each agreed to indemnify to the fullest extent possible under their respective charters and by-laws present and former directors, officers, employees and agents of the Company and CMI and to maintain all insurance policies in effect on December 19, 1994 (the date of the Reorganization Agreement between the Company and CMI). II-1 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Since May 1, 1993, the Company has sold the following shares of Common Stock which were not registered under Securities Act. Such shares were sold to present and former employees or consultants upon the exercise of stock options.
NUMBER OF PURCHASE PRICE DATE SECURITY PURCHASER SHARES PER SHARE ------- ------------ ------------- --------- -------------- 6/3/95 Common Stock J.C. Sergeant 4,486 $0.11 10/4/95 Common Stock D. Whalen 13,458 $0.11 4/4/96 Common Stock S. Gerson 1,000 $3.13 5/8/96 Common Stock K. Masters 3,216 $7.46 6/4/96 Common Stock W. Kaczor 6,700 $3.73 6/6/96 Common Stock W. Butler 6,700 $3.73 6/10/96 Common Stock K. Masters 4,824 $3.73
The foregoing shares of Common Stock were not registered under the Securities Act in reliance upon the exemption contained in Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering. Pursuant to the terms of the Agreement and Plan of Reorganization dated as of December 19, 1994, between the Company and Core Management, Inc. ("CMI"), the Company on March 24, 1995 (the effective date of the CMI/PRA Merger) assumed (i) a warrant to purchase stock of CMI issued by CMI on June 1, 1994 to John Pappajohn, a director of the Company, and (ii) a warrant to purchase stock of CMI issued by CMI on February 24, 1994 to Silicon Valley Bank. The warrant dated June 1, 1994 was issued by CMI to Mr. Pappajohn in consideration of his furnishing to Silicon Valley Bank, as security for CMI's undebtedness to that bank, letters of credit aggregating $450,000 and his agreement, made at the request of CMI, to contribute $300,000 to CMI as an equity investment or as a subordinated loan. The warrant dated February 24, 1994 was issued to Silicon Valley Bank in consideration of the bank's entering into a $1,000,000 line of credit agreement with CMI. Pursuant to the terms of the CMI/PRA Merger, Mr. Pappajohn's CMI warrant was converted into a warrant, expiring on June 1, 1997, to purchase 26,800 shares of Common Stock of the Company at a price of $3.36 per share; and the Silicon Valley Bank's CMI warrant was converted into a warrant, expiring on February 28, 1999, to purchase 8,801 shares of Common Stock of the Company at a price of $5.68 per share. The foregoing warrants were not registered under the Securities Act, in reliance upon the exemption contained in Section 4(2) of the Securities Act for transactions by an issuer not involving any public offering. II-2 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A) EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 1.1* Form of Underwriting Agreement by and among the Company, the Selling Stockholders and the Underwriters. 2.1 Second Agreement and Plan or Reorganization by and between Core Management, Inc., Registrant and PRA Sub, Inc. dated as of December 19, 1994. Filed as Appendix I to Prospectus and Joint Proxy Statement in Amendment No. 5 to Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed February 14, 1995, and incorporated herein by reference. 2.2 Capital Stock Purchase Agreement, by and between Registrant, Cost Review Services, Inc., Larry Bertrand Wallace and Leigh B. Goodwin, dated October 2, 1995 (without exhibits). Filed as exhibit 2.1 to Company's Current Report on Form 8-K, filed October 16, 1995, and incorporated herein by reference. 2.3 Registrant's January 9, 1995 letter to AmHealth, Inc. concerning a proposed acquisition of assets. Filed as exhibit no. 2.3 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 2.4* Asset Purchase Agreement, dated May 10, 1996, by and among Registrant, AmHealth Clinics Corp. and AmHealth, Inc. (including Schedules 1.2, 2.8 and 2.10 and excluding other Exhibits and Schedules). 2.5 Option to Purchase Business Agreement, dated April, 1996, between Registrant and Peter P. Greaney, M.D. 3.1 Restated Articles of Organization of the Registrant, dated November 22, 1991, as further amended by Articles of Amendment, dated March 24, 1995, and as further amended by Articles of Amendment, dated July 28, 1995. Filed as Exhibit No. 3.1 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 3.2 By-Laws of the Registrant, as amended. Filed as exhibit no. 3.2 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference. 4.1 Specimen Common Stock certificate. Filed as exhibit no. 4.1 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 5.1** Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of the shares being registered. 10.1 Software License Agreement, dated August 26, 1986, between Chrysler Corporation ("Chrysler") and The Health Data Institute ("HDI"). Filed as exhibit no. 10.59 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.2 Amendment No. 1 to Software License Agreement, dated December 23, 1987, between Chrysler and HDI. Filed as exhibit no. 10.60 to the Company's Registration Statement on Form S-4 (Registration No. 33- 73906), filed January 10, 1994, and incorporated herein by reference. 10.3 Technical Service Agreement, dated April 13, 1987, between Chrysler and HDI. Filed as exhibit no. 10.61 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.4 Technical Service Agreement, dated May 1, 1987, between Blue Cross and Blue Shield of Michigan and HDI. Filed as exhibit no. 10.62 to the Company's Registration Statement on Form S-4 (Registration No. 33- 73906), filed January 10, 1994, and incorporated herein by reference.
II-3
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.5 Medical Care Management Agreement, dated January 1, 1989, between Hoechst Cleanese Corporation and HDI (without Exhibits) and Addendum to Managed Care Agreement, effective August 1, 1989, and Amendment to Agreement, effective December 1, 1991. Filed as exhibit no. 10.5 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.6 Amended and Restated Agreement for Utilization Management Services, dated as of November 1, 1991, between Core Management, Inc., a California corporation ("Core-California") and Northwestern National Life Insurance Company (without schedules and exhibits). Filed as exhibit no. 10.58 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.7 Management Services Agreement, dated as of September 1, 1994, between Integrated Behavioral Health, CMI and Behavioral Care of America, Inc. (without Exhibits). Filed as exhibit no. 10.90 to Amendment No. 3 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed February 2, 1995, and incorporated herein by reference. 10.8 Registrant's Amended and Restated 1986 Stock Option Plan. Filed as exhibit no. 10.11 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.9 Amendment to Amended and Restated 1986 Stock Option Plan. Filed as exhibit no. 19.1 to the Company's Quarterly Report on Form 10-Q, filed November 16, 1992, and incorporated herein by reference. 10.10 Registrant's 1991 Stock Option Plan. Filed as exhibit no. 10.12 to the Company's Registration Statement on Form S-1 (Registration No. 33- 43418), filed October 18, 1991, and incorporated herein by reference. 10.11 First Amendment to 1991 Stock Option Plan. Filed as exhibit no. 19.2 to the Company's Quarterly Report on Form 10-Q, filed November 16, 1992, and incorporated herein by reference. 10.12 Second Amendment to 1991 Stock Option Plan. Filed as Exhibit No. 10.2 to Registrant's Quarterly Report on Form 10-Q, filed May 16, 1994, and incorporated herein by reference. [Superseded by Third Amendment to Stock Option Plan]. 10.13 Third Amendment to 1991 Stock Option Plan. Filed as Exhibit No. 10.105 to Amendment No. 2 to Registrant's Registration Statement on Form S-4, filed December 27, 1994, and incorporated by reference herein. 10.14 Form of Stock Option Agreement, granted February 12, 1990. Filed as exhibit no. 10.23 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.15 Form of Stock Option Agreement, granted May 14, 1990, to non-employee directors. Filed as exhibit no. 10.24 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.16 Form of Amendment, dated January 21, 1991, to Stock Option Agreement granted May 14, 1990 to non-employee directors. Filed as exhibit no. 10.26 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.17 Form of Stock Option Agreement, granted January 21, 1991. Filed as exhibit no. 10.25 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.18 Form of Stock Option Agreement, granted February 11, 1991, to non- employee directors.Filed as exhibit no. 10.27 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference.
II-4
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.19 Form of Stock Option Agreement, granted January 13, 1992, to non- employee directors. Filed as exhibit no. 19.1 to the Company's Quarterly Report on Form 10-Q, filed May 15, 1992, and incorporated herein by reference. 10.20 Form of Stock Option Agreement, granted March 17, 1992, to certain employees. Filed as exhibit no. 19.2 to the Company's Quarterly Report on Form 10-Q, filed May 15, 1992, and incorporated herein by reference. 10.21 Form of Stock Option Agreement, granted December 14, 1992, to non- employee directors. Filed as exhibit no. 19.3 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference. 10.22 Form of Stock Option Agreement, dated as of May 17, 1993, between Registrant and William E. Nixon. Filed as exhibit no. 10.5 to Company's Quarterly Report on Form 10-Q, filed June 30, 1993, and incorporated herein by reference. 10.23 Form of Stock Option Agreement, granted January 16, 1994, to non- employee directors. Filed as exhibit no. 10.45 to the Company's Annual Report on Form 10-K, filed March 31, 1994, and incorporated herein by reference. 10.24 Form of Stock Option Agreement, granted March 23, 1995, to non- employee directors for services in 1994 and through March 23, 1995, including schedule of optionees. Filed as Exhibit No. 10.1 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.25 Form of Stock Option Agreement for 19,500 shares to vest quarterly over three years granted March 24, 1995, to non-employee directors, including schedule of optionees. Filed as Exhibit No. 10.2 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.26 Form of Stock Option Agreement for 4,875 shares, granted March 24, 1995 to non-employee directors, including schedule of optionees. Filed as Exhibit No. 10.3 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.27 Form of Stock Option Agreement, granted April 27, 1995, to executive officers, including schedule of executive officer optionees. Filed as Exhibit No. 10.4 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.28 Form of Stock Option Agreement, granted April 27, 1995, for consulting and other services, including schedule of optionees. Filed as Exhibit No. 10.5 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.29 Form of Stock Option Agreement for 12,375 shares of Registrant's common stock granted November 8, 1995 to four non-employee directors. Filed as exhibit no. 10.58 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.30 Incentive Stock Option Agreement, dated December 8, 1995, between Registrant and Fredric L. Sattler. Filed as exhibit no. 10.50 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.31 Form of Stock Option Agreement, granted March 29, 1996, to officers, including schedule of officer optionees. 10.32 Form of Stock Option Agreement, granted March 29, 1996, for consulting services, including schedule of optionees. 10.33 Core Management, Inc. Employee Stock Option Plan. Filed as exhibit no. 10.65 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference.
II-5
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.34 Forms of Stock Option Agreement under Core Management, Inc. Employee Stock Option Plan. Filed as exhibit no. 10.66 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.35 Form of Non-Employee Director Stock Option Agreement of Core Management, Inc. Filed as exhibit no. 10.67 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.36 Warrant to Purchase Stock of CMI, dated February 23, 1994, in favor of Silicon Valley Bank. Filed as exhibit no. 10.75 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33- 73906), filed June 8, 1994, and incorporated herein by reference. 10.37 Registration Rights Agreement, dated February 23, 1994, between CMI and Silicon Valley Bank. Filed as exhibit no. 10.81 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.38 Form of Warrant Agreement, dated June 1, 1994, between CMI and John Pappajohn. Filed as exhibit no. 10.83 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33- 73906), filed June 8, 1994, and incorporated herein by reference. 10.39 Agreement to Provide Equity or Subordinated Debt, dated May 27, 1994, between John Pappajohn and CMI. Filed as exhibit no. 10.82 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.40 Letter Agreement regarding collateral, dated August 26, 1994, to Silicon Valley Bank from John Pappajohn. Filed as exhibit no. 10.88 to Amendment No. 2 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed December 27, 1994, and incorporated herein by reference. 10.41 Modification Letter Agreement regarding collateral, dated December 12, 1994 to Silicon Valley Bank from John Pappajohn. Filed as exhibit no. 10.93 to Amendment No. 2 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed December 27, 1994, and incorporated herein by reference. 10.42 Employment Agreement, dated May 17, 1993, between the Registrant and Alfred B. Lewis. Filed as exhibit no. 10.1 to Company's Quarterly Report on Form 10-Q, filed June 30, 1993, and incorporated herein by reference. 10.43 Employment Agreement, dated November 19, 1993, between the Registrant and William E. Nixon. Filed as exhibit no. 10.49 to Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.44 Employment Agreement, dated December 1, 1995, between Registrant and Fredric L. Sattler. Filed as exhibit no. 10.49 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.45 Employment Agreement, dated April, 1996, between Registrant and Peter P. Greaney, M.D. 10.46 401(k) Plan. Filed as exhibit no. 10.34 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.47 Form of Indemnification Agreement. Filed as exhibit no. 10.35 to the Company's Registration Statement on Form S-1 (Registration No. 33- 43418), filed October 18, 1991, and incorporated herein by reference. 10.48 Office Lease, dated December 30, 1992, between Registrant and Copley Place Associates Nominee Corporation (without exhibits). Filed as exhibit no. 19.5 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference.
II-6
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.49 First Amendment to Office Lease, dated June 3, 1993, between the Registrant and Copley Place Associates Nominee Corporation. Filed as exhibit no. 10.2 to Company's Quarterly Report on Form 10-Q, filed November 10, 1993, and incorporated herein by reference. 10.50 Agreement of Sublease, dated April 1, 1993, between Eastman Kodak Company and Core-California. Filed as exhibit no. 10.53 to the Company's Registration Statement on Form S-4 (Registration No. 33- 73906), filed January 10, 1994, and incorporated herein by reference. 10.51 Second Amendment to Agreement of Sublease, dated May 17, 1995, between Eastern Kodak Company and Core-California. Filed as exhibit no. 10.45 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.52 Lease, dated January 1, 1991, between Core-California and One Wheeler Road Associates. Filed as exhibit no. 10.55 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.53 First Amendment to Lease, dated November 28, 1995, between Core- California and One Wheeler Road Associates (without Exhibit). Filed as exhibit no. 10.47 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.54 Office Building Lease, dated September 21, 1995, by and between McDonnell Douglas Realty Company and Registrant, including Exhibits and including Addendum to Lease Agreement. Filed as exhibit no. 10.48 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.55 Loan and Security Agreement, dated December 29, 1995, by and among Registrant, Core Management, Inc., a Delaware corporation ("CMI") and Cost Review Services, Inc., as borrowers, and Silicon Valley Bank ("SVB"), including Schedule to Loan and Security Agreement. Filed as exhibit no. 10.51 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.56 Amendment to Loan Agreement, dated March 25, 1996, by and among Registrant, Core Management, Inc., a Delaware corporation, and Cost Review Services, Inc., as borrowers, and Silicon Valley Bank. 10.57 Collateral Assignment, Patent Mortgage and Security Agreement, dated December 29, 1995, by and between Registrant and SVB (without Exhibits). Filed as exhibit no. 10.52 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.58 Cross-Corporate Continuing Guaranty of Registrant, CMI and CRS, dated December 29, 1995 in favor of SVB. Filed as exhibit no. 10.53 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.59 Continuing Guaranty of Integrated Behavioral Health and Core- California, dated December 29, 1995, in favor of SVB. Filed as exhibit no. 10.54 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.60 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $500,000, dated January 10, 1996, payable to Registrant. Filed as exhibit no. 10.55 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.61 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $250,000, dated February 9, 1996, payable to Registrant. Filed as exhibit no. 10.56 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.62 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $250,000, dated March 15, 1996, payable to Registrant. Filed as exhibit no. 10.57 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference.
II-7
EXHIBIT NUMBER DESCRIPTION ------- ----------- 11.1* Statement regarding computation of earnings per share. 21.1 Subsidiaries of the Registrant. 23.1* Consent of Ernst & Young LLP, independent auditors. 23.2* Consent of KPMG Peat Marwick, LLP, independent public accountants. 23.3* Consent of Arthur Andersen, LLP, independent public accountants. 23.4** Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in Exhibit 5.1). 25.1 Power of Attorney (contained on the signature page of the Registration Statement on Form S-1 filed on May 13, 1996). 27.1 Financial Data Schedule 99.1 Valuation and Qualifing Accounts of CORE, INC.
- -------- * Filed herewith ** To be filed by amendment. (B) FINANCIAL STATEMENT SCHEDULES Schedule II--Valuation and Qualifying Accounts (See Exhibit 99.1) ITEM 17. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions (described in Item 20, above), or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. * * * * The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-8 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF IRVINE, CALIFORNIA, ON THIS 21ST DAY OF JUNE, 1996. Core, Inc. /s/ George C. Carpenter IV By _____________________________ GEORGE C. CARPENTER IV CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE 21ST DAY OF JUNE, 1996. SIGNATURE TITLE Chairman of the Board of Directors /s/ George C. Carpenter IV and Chief Executive Officer - ------------------------------------- GEORGE C. CARPENTER IV Chief Financial Officer, Executive /s/ William E. Nixon Vice President and Treasurer - ------------------------------------- WILLIAM E. NIXON Chief Accounting Officer /s/ Pamela Ochs-Piasecki - ------------------------------------- PAMELA OCHS-PIASECKI President and Director */s/ Craig C. Horton - ------------------------------------- CRAIG C. HORTON Director */s/ Leslie Alexandre - ------------------------------------- LESLIE ALEXANDRE Director */s/ Stephen C. Caulfield - ------------------------------------- STEPHEN C. CAULFIELD Director */s/ Richard H. Egdahl, M.D. - ------------------------------------- RICHARD H. EGDAHL, M.D. Director */s/ John Pappajohn - ------------------------------------- JOHN PAPPAJOHN /s/ William E. Nixon *By _________________________________ WILLIAM E. NIXONATTORNEY-IN-FACT II-9 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 1.1* Form of Underwriting Agreement by and among the Company, the Selling Stockholders and the Underwriters. 2.1 Second Agreement and Plan or Reorganization by and between Core Management, Inc., Registrant and PRA Sub, Inc. dated as of December 19, 1994. Filed as Appendix I to Prospectus and Joint Proxy Statement in Amendment No. 5 to Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed February 14, 1995, and incorporated herein by reference. 2.2 Capital Stock Purchase Agreement, by and between Registrant, Cost Review Services, Inc., Larry Bertrand Wallace and Leigh B. Goodwin, dated October 2, 1995 (without exhibits). Filed as exhibit 2.1 to Company's Current Report on Form 8-K, filed October 16, 1995, and incorporated herein by reference. 2.3 Registrant's January 9, 1995 letter to AmHealth, Inc. concerning a proposed acquisition of assets. Filed as exhibit no. 2.3 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 2.4* Asset Purchase Agreement, dated May 10, 1996, by and among Registrant, AmHealth Clinics Corp. and AmHealth, Inc. (including Schedules 1.2, 2.8 and 2.10 and excluding other Exhibits and Schedules). 2.5 Option to Purchase Business Agreement, dated April, 1996, between Registrant and Peter P. Greaney, M.D. 3.1 Restated Articles of Organization of the Registrant, dated November 22, 1991, as further amended by Articles of Amendment, dated March 24, 1995, and as further amended by Articles of Amendment, dated July 28, 1995. Filed as Exhibit No. 3.1 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 3.2 By-Laws of the Registrant, as amended. Filed as exhibit no. 3.2 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference. 4.1 Specimen Common Stock certificate. Filed as exhibit no. 4.1 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 5.1** Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of the shares being registered. 10.1 Software License Agreement, dated August 26, 1986, between Chrysler Corporation ("Chrysler") and The Health Data Institute ("HDI"). Filed as exhibit no. 10.59 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.2 Amendment No. 1 to Software License Agreement, dated December 23, 1987, between Chrysler and HDI. Filed as exhibit no. 10.60 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.3 Technical Service Agreement, dated April 13, 1987, between Chrysler and HDI. Filed as exhibit no. 10.61 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.4 Technical Service Agreement, dated May 1, 1987, between Blue Cross and Blue Shield of Michigan and HDI. Filed as exhibit no. 10.62 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 10.5 Medical Care Management Agreement, dated January 1, 1989, between Hoechst Cleanese Corporation and HDI (without Exhibits) and Addendum to Managed Care Agreement, effective August 1, 1989, and Amendment to Agreement, effective December 1, 1991. Filed as exhibit no. 10.5 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.6 Amended and Restated Agreement for Utilization Management Services, dated as of November 1, 1991, between Core Management, Inc., a California corporation ("Core-California") and Northwestern National Life Insurance Company (without schedules and exhibits). Filed as exhibit no. 10.58 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.7 Management Services Agreement, dated as of September 1, 1994, between Integrated Behavioral Health, CMI and Behavioral Care of America, Inc. (without Exhibits). Filed as exhibit no. 10.90 to Amendment No. 3 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed February 2, 1995, and incorporated herein by reference. 10.8 Registrant's Amended and Restated 1986 Stock Option Plan. Filed as exhibit no. 10.11 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.9 Amendment to Amended and Restated 1986 Stock Option Plan. Filed as exhibit no. 19.1 to the Company's Quarterly Report on Form 10-Q, filed November 16, 1992, and incorporated herein by reference. 10.10 Registrant's 1991 Stock Option Plan. Filed as exhibit no. 10.12 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.11 First Amendment to 1991 Stock Option Plan. Filed as exhibit no. 19.2 to the Company's Quarterly Report on Form 10-Q, filed November 16, 1992, and incorporated herein by reference. 10.12 Second Amendment to 1991 Stock Option Plan. Filed as Exhibit No. 10.2 to Registrant's Quarterly Report on Form 10-Q, filed May 16, 1994, and incorporated herein by reference. [Superseded by Third Amendment to Stock Option Plan]. 10.13 Third Amendment to 1991 Stock Option Plan. Filed as Exhibit No. 10.105 to Amendment No. 2 to Registrant's Registration Statement on Form S-4, filed December 27, 1994, and incorporated by reference herein. 10.14 Form of Stock Option Agreement, granted February 12, 1990. Filed as exhibit no. 10.23 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.15 Form of Stock Option Agreement, granted May 14, 1990, to non- employee directors. Filed as exhibit no. 10.24 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.16 Form of Amendment, dated January 21, 1991, to Stock Option Agreement granted May 14, 1990 to non-employee directors. Filed as exhibit no. 10.26 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.17 Form of Stock Option Agreement, granted January 21, 1991. Filed as exhibit no. 10.25 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 10.18 Form of Stock Option Agreement, granted February 11, 1991, to non-employee directors. Filed as exhibit no. 10.27 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.19 Form of Stock Option Agreement, granted January 13, 1992, to non-employee directors. Filed as exhibit no. 19.1 to the Company's Quarterly Report on Form 10-Q, filed May 15, 1992, and incorporated herein by reference. 10.20 Form of Stock Option Agreement, granted March 17, 1992, to certain employees. Filed as exhibit no. 19.2 to the Company's Quarterly Report on Form 10-Q, filed May 15, 1992, and incorporated herein by reference. 10.21 Form of Stock Option Agreement, granted December 14, 1992, to non-employee directors. Filed as exhibit no. 19.3 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference. 10.22 Form of Stock Option Agreement, dated as of May 17, 1993, between Registrant and William E. Nixon. Filed as exhibit no. 10.5 to Company's Quarterly Report on Form 10-Q, filed June 30, 1993, and incorporated herein by reference. 10.23 Form of Stock Option Agreement, granted January 16, 1994, to non-employee directors. Filed as exhibit no. 10.45 to the Company's Annual Report on Form 10-K, filed March 31, 1994, and incorporated herein by reference. 10.24 Form of Stock Option Agreement, granted March 23, 1995, to non- employee directors for services in 1994 and through March 23, 1995, including schedule of optionees. Filed as Exhibit No. 10.1 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.25 Form of Stock Option Agreement for 19,500 shares to vest quarterly over three years granted March 24, 1995, to non- employee directors, including schedule of optionees. Filed as Exhibit No. 10.2 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.26 Form of Stock Option Agreement for 4,875 shares, granted March 24, 1995 to non-employee directors, including schedule of optionees. Filed as Exhibit No. 10.3 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.27 Form of Stock Option Agreement, granted April 27, 1995, to executive officers, including schedule of executive officer optionees. Filed as Exhibit No. 10.4 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.28 Form of Stock Option Agreement, granted April 27, 1995, for consulting and other services, including schedule of optionees. Filed as Exhibit No. 10.5 to Registrant's Quarterly Report on Form 10-Q, filed November 14, 1995, and incorporated herein by reference. 10.29 Form of Stock Option Agreement for 12,375 shares of Registrant's common stock granted November 8, 1995 to four non- employee directors. Filed as exhibit no. 10.58 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.30 Incentive Stock Option Agreement, dated December 8, 1995, between Registrant and Fredric L. Sattler. Filed as exhibit no. 10.50 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.31 Form of Stock Option Agreement, granted March 29, 1996, to officers, including schedule of officer optionees. 10.32 Form of Stock Option Agreement, granted March 29, 1996, for consulting services, including schedule of optionees.
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 10.33 Core Management, Inc. Employee Stock Option Plan. Filed as exhibit no. 10.65 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.34 Forms of Stock Option Agreement under Core Management, Inc. Employee Stock Option Plan. Filed as exhibit no. 10.66 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.35 Form of Non-Employee Director Stock Option Agreement of Core Management, Inc. Filed as exhibit no. 10.67 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.36 Warrant to Purchase Stock of CMI, dated February 23, 1994, in favor of Silicon Valley Bank. Filed as exhibit no. 10.75 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.37 Registration Rights Agreement, dated February 23, 1994, between CMI and Silicon Valley Bank. Filed as exhibit no. 10.81 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.38 Form of Warrant Agreement, dated June 1, 1994, between CMI and John Pappajohn. Filed as exhibit no. 10.83 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.39 Agreement to Provide Equity or Subordinated Debt, dated May 27, 1994, between John Pappajohn and CMI. Filed as exhibit no. 10.82 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed June 8, 1994, and incorporated herein by reference. 10.40 Letter Agreement regarding collateral, dated August 26, 1994, to Silicon Valley Bank from John Pappajohn. Filed as exhibit no. 10.88 to Amendment No. 2 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed December 27, 1994, and incorporated herein by reference. 10.41 Modification Letter Agreement regarding collateral, dated December 12, 1994 to Silicon Valley Bank from John Pappajohn. Filed as exhibit no. 10.93 to Amendment No. 2 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed December 27, 1994, and incorporated herein by reference. 10.42 Employment Agreement, dated May 17, 1993, between the Registrant and Alfred B. Lewis. Filed as exhibit no. 10.1 to Company's Quarterly Report on Form 10-Q, filed June 30, 1993, and incorporated herein by reference. 10.43 Employment Agreement, dated November 19, 1993, between the Registrant and William E. Nixon. Filed as exhibit no. 10.49 to Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.44 Employment Agreement, dated December 1, 1995, between Registrant and Fredric L. Sattler. Filed as exhibit no. 10.49 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.45 Employment Agreement, dated April, 1996, between Registrant and Peter P. Greaney, M.D. 10.46 401(k) Plan. Filed as exhibit no. 10.34 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 10.47 Form of Indemnification Agreement. Filed as exhibit no. 10.35 to the Company's Registration Statement on Form S-1 (Registration No. 33-43418), filed October 18, 1991, and incorporated herein by reference. 10.48 Office Lease, dated December 30, 1992, between Registrant and Copley Place Associates Nominee Corporation (without exhibits). Filed as exhibit no. 19.5 to Company's Annual Report on Form 10-K, filed March 30, 1993, and incorporated herein by reference. 10.49 First Amendment to Office Lease, dated June 3, 1993, between the Registrant and Copley Place Associates Nominee Corporation. Filed as exhibit no. 10.2 to Company's Quarterly Report on Form 10-Q, filed November 10, 1993, and incorporated herein by reference. 10.50 Agreement of Sublease, dated April 1, 1993, between Eastman Kodak Company and Core-California. Filed as exhibit no. 10.53 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.51 Second Amendment to Agreement of Sublease, dated May 17, 1995, between Eastern Kodak Company and Core-California. Filed as exhibit no. 10.45 to the Registrant's Annual Report on Form 10- K, filed April 1, 1996, and incorporated herein by reference. 10.52 Lease, dated January 1, 1991, between Core-California and One Wheeler Road Associates. Filed as exhibit no. 10.55 to the Company's Registration Statement on Form S-4 (Registration No. 33-73906), filed January 10, 1994, and incorporated herein by reference. 10.53 First Amendment to Lease, dated November 28, 1995, between Core-California and One Wheeler Road Associates (without Exhibit). Filed as exhibit no. 10.47 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.54 Office Building Lease, dated September 21, 1995, by and between McDonnell Douglas Realty Company and Registrant, including Exhibits and including Addendum to Lease Agreement. Filed as exhibit no. 10.48 to the Registrant's Annual Report on Form 10- K, filed April 1, 1996, and incorporated herein by reference. 10.55 Loan and Security Agreement, dated December 29, 1995, by and among Registrant, Core Management, Inc., a Delaware corporation ("CMI") and Cost Review Services, Inc., as borrowers, and Silicon Valley Bank ("SVB"), including Schedule to Loan and Security Agreement. Filed as exhibit no. 10.51 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.56 Amendment to Loan Agreement, dated March 25, 1996, by and among Registrant, Core Management, Inc., a Delaware corporation, and Cost Review Services, Inc., as borrowers, and Silicon Valley Bank. 10.57 Collateral Assignment, Patent Mortgage and Security Agreement, dated December 29, 1995, by and between Registrant and SVB (without Exhibits). Filed as exhibit no. 10.52 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.58 Cross-Corporate Continuing Guaranty of Registrant, CMI and CRS, dated December 29, 1995 in favor of SVB. Filed as exhibit no. 10.53 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.59 Continuing Guaranty of Integrated Behavioral Health and Core- California, dated December 29, 1995, in favor of SVB. Filed as exhibit no. 10.54 to the Registrant's Annual Report on Form 10- K, filed April 1, 1996, and incorporated herein by reference. 10.60 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $500,000, dated January 10, 1996, payable to Registrant. Filed as exhibit no. 10.55 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- 10.61 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $250,000, dated February 9, 1996, payable to Registrant. Filed as exhibit no. 10.56 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 10.62 AmHealth, Inc.'s Secured Floating Rate Promissory Note, in the principal amount of $250,000, dated March 15, 1996, payable to Registrant. Filed as exhibit no. 10.57 to the Registrant's Annual Report on Form 10-K, filed April 1, 1996, and incorporated herein by reference. 11.1* Statement regarding computation of earnings per share. 21.1 Subsidiaries of the Registrant. 23.1* Consent of Ernst & Young LLP, independent auditors. 23.2* Consent of KPMG Peat Marwick, LLP, independent public accountants. 23.3* Consent of Arthur Andersen, LLP, independent public accountants. 23.4** Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in Exhibit 5.1). 27.1 Financial Data Schedule. 99.1 Valuation and Qualifing Accounts of CORE, INC.
- -------- * Filed herewith ** To be filed by amendment. EX-1.1 2 UNDERWRITING AGREEMENT Draft of June 21, 1996 2,500,000 SHARES CORE, INC. COMMON STOCK UNDERWRITING AGREEMENT ---------------------- , 1996 Smith Barney Inc. Cowen & Company As Representatives of the Several Underwriters c/o Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Dear Sirs: CORE, INC., a Massachusetts corporation (the "Company"), proposes to issue and sell an aggregate of 2,500,000 shares (the "Firm Shares") of its common stock, par value $0.10 per share (the "Common Stock"), to the several Underwriters named in Schedule I hereto (the "Underwriters"). In addition, solely for the purpose of covering over-allotments, the Company and the persons named in Schedule II hereto (the "Selling Stockholders") propose to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional 375,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares." The Company and the Selling Stockholders are hereinafter sometimes referred to as the "Sellers." The Company and the Selling Stockholders wish to confirm as follows their agreement with you (the "Representatives") and the other several Underwriters on whose behalf you are acting, in connection with the several purchases of the Shares by the Underwriters. 1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a registration statement on Form S-1 under the Act (the "registration statement"), including a prospectus subject to completion, relating to the Shares. The term "Registration Statement" as used in this Agreement means the registration statement (including all financial schedules and exhibits) as amended at the time it becomes effective or, if the registration statement became effective prior to the execution of this Agreement, as supplemented or amended prior to the execution of this Agreement. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Shares may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. If an abbreviated registration statement is prepared and filed with the Commission in accordance with Rule 462(b) under the Act (an "Abbreviated Registration Statement"), the term "Registration Statement" as used in this Agreement includes the Abbreviated Registration Statement. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement, or, if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Act and such information is included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of the Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b). The term "Prepricing Prospectus" as used in this Agreement means the prospectus subject to completion in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission and as such prospectus shall have been amended from time to time prior to the date of the Prospectus. 2. AGREEMENTS TO SELL AND PURCHASE. The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 12 hereof). The Company and the Selling Stockholders also agree, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company and the Selling Stockholders, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 p.m., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 375,000 Additional Shares, of which up to Additional Shares may be purchased from the Company and of which up to Additional Shares may be purchased from the Selling Stockholders. The maximum number of Additional Shares which each Selling Stockholder agrees to sell upon the exercise by the Underwriters of the over-allotment option is set forth opposite their respective names in Schedule II hereto. Additional Shares may be purchased only to cover over- allotments made in connection with the offering of the Firm Shares. If the Underwriters exercise the over-allotment option, Additional Shares will be purchased by the Underwriters first from the Selling Stockholders in proportion to the maximum number of Additional Shares which each of them has agreed to sell and, second, after the Selling Stockholders have sold all Additional Shares which may be sold by them pursuant to this Agreement, from the Company. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase: (i) from each Selling Stockholder the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same 2 proportion to the number of Additional Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers and, if the Underwriters elect to purchase in excess of Additional Shares pursuant to the over-allotment option, then (ii) from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to avoid fractional shares) which bears the same proportion to the aggregate number of Additional Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers. Certificates in transferable form for the Additional Shares that the Selling Stockholders agree to sell pursuant to this Agreement have been placed in custody with (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by the Selling Stockholders appointing and as agents and attorneys-in-fact (the "Attorneys-in-Fact"). The Selling Stockholders agree that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters and the Company, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be terminated by any act of any Selling Stockholder or by operation of law, whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares to be sold by such Selling Stockholder shall be delivered to the Underwriters by the Attorneys-in- Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of the Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the Custody Agreement and the sale of the Shares to be sold hereunder by the Selling Stockholders, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by the Selling Stockholders in connection with the sale and public offering of such Shares, to distribute the balance thereof among the Selling Stockholders and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney- in-Fact agrees to perform his duties under the Custody Agreement. 3. TERMS OF PUBLIC OFFERING. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. 4. DELIVERY OF THE SHARES AND PAYMENT THEREFOR. Delivery to the Underwriters of and payment for the Firm Shares shall be made at the office of Smith Barney Inc., 388 Greenwich Street, New York, New York 10013, at 10:00 A.M., New York City time, on , 1996 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between you and the Company. 3 Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Smith Barney Inc. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company and the Attorneys- in-Fact of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement among you and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice, it being understood that a facsimile transmission shall be deemed written notice, prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor in immediately available funds. 5. AGREEMENTS OF THE COMPANY. The Company agrees with the several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or any Abbreviated Registration Statement to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post- effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. 4 (c) The Company will furnish to you, without charge, three signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement and will also furnish to you, without charge, such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may request. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you, as Representatives of the several Underwriters, prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter request, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto and will expeditiously furnish copies thereof to the Underwriters and dealers in such quantities as you shall request. In the event that the Company and you, as Representatives of the several Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other 5 documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve- month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 12 hereof or by notice given by you terminating this Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Representatives for all out- of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares substantially in accordance with the description set forth in the Prospectus. (l) If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) The Company will not offer to sell, contract to sell, sell or otherwise transfer or dispose of, or grant any option or warrant to purchase, any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) for a period of 120 days after the date of the Prospectus (the "Lock-up Period") without the prior written consent of Smith Barney Inc except for (i) the sale of Shares to the Underwriters pursuant to this Agreement, (ii) the issuance of shares of Common Stock upon exercise of options or warrants disclosed to be outstanding in the Prospectus and (iii) the grant pursuant to stock option plans described in the Prospectus of stock options not exercisable during the Lock-up Period. (n) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current officers and directors and each of its stockholders designated by you. (o) Except as stated in this Agreement and in the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed 6 to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (p) The Company will use its best efforts to have the Shares listed on the Nasdaq National Market prior to or concurrently with the effectiveness of the registration statement. 6. AGREEMENTS OF THE SELLING STOCKHOLDERS. Each of the Selling Stockholders agrees with the several Underwriters as follows: (a) Such Selling Stockholder will cooperate to the extent necessary to cause the registration statement or any post-effective amendment thereto to become effective at the earliest possible time. (b) Such Selling Stockholder will pay all Federal and other taxes, if any, on the transfer or sale of any Shares that are sold by such Selling Stockholder to the Underwriters. (c) Such Selling Stockholder will do or perform all things reasonably required to be done or performed by such Selling Stockholder prior to the Closing Date and any Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement. (d) Such Selling Stockholder will not offer to sell, contract to sell, sell or otherwise transfer or dispose of, or grant any option to purchase, any shares of Common Stock (or any securities convertible into or exercisable or exchangeable for Common Stock) owned by such Selling Stockholder during the Lock-up Period without the prior written consent of Smith Barney Inc., except for the sale of Shares to the Underwriters pursuant to this Agreement. (e) Except as stated in this Agreement and in the Prepricing Prospectus and the Prospectus, such Selling Stockholder will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (f) Such Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, within the period of time referred to in Section 5(f) hereof, of any change in information relating to such Selling Stockholder and of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations or any other information relating to the Company or relating to any matter stated in the Prospectus or any amendment or supplement thereto that comes to the attention of such Selling Stockholder that suggests that any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect. (g) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended, with respect to the transactions herein contemplated, such Selling Stockholder agrees to deliver to you 7 prior to or on the Option Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). 7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Underwriter that: (a) Each Prepricing Prospectus included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus. (b) The registration statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto or any Abbreviated Registration Statement shall become effective, and the Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act and did not or will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements in or omissions from the registration statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter through you expressly for use therein. (c) All the outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, are free of any preemptive or similar rights and have been issued and sold in compliance with all Federal and state securities laws; the Shares to be issued and sold by the Company have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights. The capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus. (d) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"). (e) All the Company's subsidiaries (as defined in the Act) are listed in an exhibit to the Registration Statement and are referred to herein individually as a "Subsidiary" and collectively as the "Subsidiaries." Each Subsidiary is a corporation duly organized, validly existing and in good standing in the jurisdiction of its incorporation, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the 8 Registration Statement and the Prospectus and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration, except where the failure so to register or qualify would not have a Material Adverse Effect. All the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, and are wholly-owned by the Company directly or indirectly through one of the other Subsidiaries, free and clear of any lien, adverse claim, security interest, equity or other encumbrance, except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto). (f) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, against the Company or any of the Subsidiaries, or to which the Company or any of the Subsidiaries or any of their respective properties is subject, that are required to be described in the Registration Statement or the Prospectus but are not described as required. There are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. Neither the Company nor any of the Subsidiaries is involved in any strike, job action or labor dispute, and to the Company's best knowledge no such action or dispute is threatened. (g) Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation or by-laws or other organizational documents, or of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of the Subsidiaries or of any decree of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries, or (ii) in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any material agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which it or any of their respective properties may be bound. (h) Neither the issuance and sale of Shares by the Company, the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the Act which has been or will be effected in accordance with this Agreement, and compliance with the securities or Blue Sky laws of various jurisdictions and the clearance of such offering with the National Association of Securities Dealers, Inc. ("NASD")) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate of incorporation or bylaws or other organizational documents of the Company or any of the Subsidiaries or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties may be bound, violates or will violate any statute, law or regulation, filing, judgment, injunction, order or decree applicable to the Company or any of the Subsidiaries or any of their respective properties or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of it is subject. 9 (i) The accountants, Ernst & Young LLP, KPMG Peat Marwick LLP and Arthur Andersen, who have certified or shall certify the financial statements filed or to be filed as part of the Registration Statement or the Prospectus (or any amendment or supplement thereto), are independent public accountants as required by the Act. (j) The financial statements, together with related schedules and notes forming part of the Registration Statement and the Prospectus (and any amendment or supplement thereto), comply with the requirements of the Act and present fairly the consolidated financial position, results of operations and changes in stockholders' equity and cash flows of the Company and the Subsidiaries, as well as of Occu-Care Inc. and Affiliates and Nine Clinics of AmHealth (a wholly-owned business of AmHealth, Inc.) (collectively, the "Acquired Companies"), as the case may be, on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; the pro forma financial information included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) has been prepared in accordance with the applicable published rules and regulations of the Commission with respect to pro forma financial information, and the assumptions used in preparing such information are reasonable; and the other financial and statistical information and data set forth in the Registration Statement and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and the Acquired Companies, as the case may be. (k) The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company's obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles. (l) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), neither the Company nor any of the Subsidiaries has incurred any liability or obligation, direct or contingent, or entered into any transaction that is material to the Company and the Subsidiaries taken as a whole, and there has not been any change in the capital stock, or material increase in the short-term or long-term debt, of the Company, or any material adverse change, or any development involving or which may reasonably be expected to involve a prospective material adverse change, in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole. (m) The Company and each of the Subsidiaries has good and marketable title to all property (real and personal) described in the Prospectus as being owned by it, free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the 10 Registration Statement and the Prospectus, and all the property described in the Prospectus as being held under lease by the Company or any of the Subsidiaries is held by it under valid, subsisting and enforceable leases. (n) The Company has not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Prepricing Prospectus, the Prospectus or other materials, if any, permitted by the Act. (o) The Company and each of the Subsidiaries has such permits, licenses, franchises, authorizations and clearances ("Permits") of governmental or regulatory authorities as are necessary to own, lease and operate its properties and to conduct its business in the manner described in the Prospectus, subject to such qualifications as may be set forth in the Prospectus. Subject to such qualifications as may be set forth in the Prospectus, the Company and each of the Subsidiaries has fulfilled and performed all its material obligations with respect to the Permits, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit, subject in each case to such qualification as may be set forth in the Prospectus. Except as described in the Prospectus, none of the Permits contains any restriction that is materially burdensome to the Company or any of the Subsidiaries. (p) The Company has not received nor is it aware of any communication (written or oral) relating to the termination or modification or threatened termination or modification of the agreements described or referred to in the Prospectus nor is it aware of any communication (written or oral) relating to any determination or threatened determination not to renew or extend any agreement described or referred to in the Prospectus at the end of the current term of any such agreement. (q) The property, assets and operations of the Company and the Subsidiaries comply in all material respects with all applicable federal, state and local laws, rules, orders, decrees, judgments, injunctions, licenses, permits or regulations relating to environmental matters (the "Environmental Laws"). To the Company's best knowledge, none of the Company's nor any of the Subsidiaries' property, assets or operations is the subject of any federal, state or local investigation evaluating whether any remedial action is needed to respond to a release of any substance regulated by or form the basis of liability under any Environmental Laws (a "Hazardous Material") into the environment or is in contravention of any federal, state, local or foreign law, order or regulation. Neither the Company nor any of the Subsidiaries has received any notice or claim, nor are there any pending or, to the Company's best knowledge, threatened or reasonably anticipated lawsuits against it with respect to violations of an Environmental Law or in connection with the release of any Hazardous Material into the environment. Neither the Company nor any of the Subsidiaries has any material contingent liability in connection with any release of Hazardous Material into the environment. (r) The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the businesses in which they are engaged; (ii) all policies of insurance insuring the Company or any of the Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; (iii) the Company and the Subsidiaries are in compliance with the terms of 11 such policies and instruments in all material respects; and (iv) there are no claims by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. (s) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (t) Neither the Company nor any of the Subsidiaries nor, to the Company's best knowledge, any employee or agent of the Company or any of the Subsidiaries has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in the Prospectus. (u) The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns and tax forms required to be filed; such returns and forms are complete and correct in all material respects; and all taxes shown by such returns or otherwise assessed that are due or payable have been paid, except such taxes as are being contested in good faith and as to which adequate reserves have been provided. All payroll withholdings required to be made by the Company with respect to employees have been made. The charges, accruals and reserves on the books of the Company and the Subsidiaries in respect of any tax liability for any year not finally determined are adequate to meet any assessments or reassessments for additional taxes; and there have been no tax deficiencies asserted and, to the best knowledge of the Company, no tax deficiency might be reasonably asserted or threatened against the Company or any of the Subsidiaries that could, singularly or in the aggregate, have a Material Adverse Effect. (v) No holder of any security of the Company has any right (other than rights validly waived) to require registration of shares of Common Stock or any other security of the Company because of the filing of the registration statement or the consummation of the transactions contemplated by this Agreement and, except as disclosed in the Prospectus, no person has the right to require registration under the Act of any shares of Common Stock or other securities of the Company. No person has the right, contractual or otherwise, to cause the Company to permit such person to underwrite the sale of any of the Shares. Except as described in or contemplated by the Prospectus, there are no outstanding options, warrants or other rights calling for the issuance of, and there are no commitments, plans or arrangements to issue, any shares of capital stock of the Company or any security convertible into or exchangeable or exercisable for capital stock of the Company or any of the Subsidiaries. (w) The Company and the Subsidiaries own or possess all patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights described in the Prospectus as being owned by any of them or necessary for the conduct of their respective businesses, and the Company is not infringing upon the rights of any other person with respect to the foregoing. 12 (x) The Company has filed in a timely manner with the Commission each document required to be filed by it pursuant to the Exchange Act, each such document at the time it was filed conformed in all material respects to the requirements of the Exchange Act and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (y) The Company is not, and, upon the sale of the Shares to be issued and sold by it hereunder and application of the net proceeds from such sale as described in the Prospectus under the caption "Use of Proceeds," will not be an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (z) The Company and each of the Subsidiaries is in compliance with all provisions of Florida Statutes (S)517.075 and the regulations thereunder, relating to issuers doing business with Cuba. (aa) Neither the execution, delivery or performance of the Asset Purchase Agreement by and among the Company, AmHealth Clinics Corp. and AmHealth, Inc. ("AmHealth") dated May 10, 1996 (the "AmHealth Acquisition Agreement") by the Company nor the consummation by the Company of the transactions contemplated thereby (the "AmHealth Acquisition") (i) requires or required any consent, approval, authorization or other order of, or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as have been obtained by the Company or the Subsidiaries in a timely fashion) or conflicted, conflicts or will conflict with or constituted, constitutes or will constitute a breach of, or a default under the certificate or articles of incorporation or bylaws or other organizational documents of the Company or any of the Subsidiaries or (ii) conflicted, conflicts or will conflict with or constituted, constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of the Subsidiaries or any of their respective properties, or will result in the creation or imposition of any lien, charge or incumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of the property or assets of any of them is subject. To the Company's best knowledge after reasonable inquiry, each representation and warranty made by the Company in this Section 7 would be true and correct had the AmHealth Acquisition been completed as described in the AmHealth Acquisition Agreement and the Prospectus prior to the date hereof. 8. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each of the Selling Stockholders represents and warrants to each Underwriter that: (a) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer or other defect in title. (b) Such Selling Stockholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law (except such as may be required under the Act or state securities or Blue Sky 13 laws governing the purchase and distribution of the Shares), to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters (assuming that they are purchasing the Shares for value in good faith without notice of adverse claims within the meaning of the New York Uniform Commercial Code) will acquire valid and marketable title to such Shares, free and clear of any lien, claim, security interest, or other encumbrance or restriction on transfer or other defect in title. (c) This Agreement and the Custody Agreement have been duly authorized, and the Custody Agreement has been, and this Agreement, when executed and delivered on behalf of such Selling Stockholder in accordance with the Custody Agreement, has been duly executed and delivered by or on behalf of such Selling Stockholder and are the valid and binding agreements of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with their respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy and except as enforcement hereof and thereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles. (d) Neither the execution and delivery of this Agreement or the Custody Agreement by or on behalf of such Selling Stockholder nor the consummation of the transactions herein or therein contemplated by or on behalf of such Selling Stockholder requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act or state securities or Blue Sky laws governing the purchase and distribution of the Shares or the clearance of the offering with the NASD) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is or may be bound or to which any of such Selling Stockholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgement, injunction, order or decree applicable to such Selling Stockholder or to any property or assets of such Selling Stockholder, except in each case as would not adversely affect the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement. (e) Such Selling Stockholder has reviewed the Registration Statement and the Prospectus. The Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) The representation and warranties of such Selling Stockholder in the Custody Agreement are, and on the Closing Date and any Option Closing Date will be, true and correct. (g) Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares, except for the lock-up arrangements described in the Prospectus. 14 9. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each of you and each other Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of Shares by such Underwriter to any person if (i) a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Prepricing Prospectus was corrected in the Prospectus and (ii) the Company has delivered the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Company, such Underwriter or such controlling person shall promptly notify the Company, and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company has agreed in writing to pay such fees and expenses, (ii) the Company has failed to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by its counsel that representation of such indemnified party and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Underwriter or such controlling person). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Underwriters and controlling persons not having actual or potential differing interests with you or among themselves, which firm shall be designated in writing by Smith Barney Inc., and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written 15 consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless any Underwriter and any such controlling person, to the extent provided in the preceding paragraph, from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (c) The Selling Stockholders agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity from the Company to each Underwriter set forth in paragraph (a) above, but subject to the provisions of paragraph (g) below. In case any action or claim shall be brought or asserted against any Underwriter or any such controlling person in respect of which indemnity may be sought against the Selling Stockholders pursuant to this paragraph (c), the Selling Stockholders shall have the rights and duties given to the Company, and each Underwriter and any such controlling person shall have the rights and duties given to the Underwriters, under paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Selling Stockholders may otherwise have. (d) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each Selling Stockholder, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with respect to information relating to such Underwriter furnished in writing to the Company by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, any such controlling person or any Selling Stockholder based on the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph (d), such Underwriter shall have the rights and duties given to the Company by paragraph (b) above (except that if the Company shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company, its directors, any such officer, any such controlling person and any Selling Stockholder shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have. (e) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under paragraphs (a), (c) or (d) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other hand from the offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other hand in connection with the statements or omissions that resulted in 16 such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus; provided that, in the event that the Underwriters shall have purchased any Additional Shares hereunder, any determination of the relative benefits received by the Company and the Selling Stockholders and the Underwriters from the offering of the Shares shall include the net proceeds (before deducting expenses) received by the Company and the Selling Stockholders, and the underwriting discounts and commissions received by the Underwriters, from the sale of such Additional Shares, in each case computed on the basis of the respective amounts set forth in the notes to the table on the cover page of the Prospectus. The relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the one hand or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (f) The Company, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price of the Shares underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 9 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 12 hereof) and not joint. (g) Notwithstanding any other provision of this Section 9, the total liability of any Selling Stockholder for indemnification or contribution under this Section 9 shall not exceed an amount equal to the number of Shares sold by such Selling Stockholder hereunder multiplied by the purchase price per share set forth in Section 2 hereof. (h) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. 17 (i) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 9 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 9 and the representations and warranties of the Company and the Selling Stockholders set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers or any person controlling the Company or the Selling Stockholders, (ii) acceptance of any Shares and payment therefor hereunder and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the Company or the Selling Stockholders shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 9. 10. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) If, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared effective before the offering of the Shares may commence, the registration statement or such post- effective amendment or Abbreviated Registration Statement shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, prospects, properties, net worth, or results of operations of the Company and the Subsidiaries not contemplated by the Prospectus, which in your opinion, as Representatives of the several Underwriters, would materially, adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company and the Subsidiaries, or any officer or director of the Company or any of the Subsidiaries, which makes any statement made in the Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in your opinion, as Representatives of the several Underwriters, materially, adversely affect the market for the Shares. (c) You shall have received on the Closing Date an opinion of Rich, May, Bilodeau & Flaherty, P.C., counsel for the Company, dated the Closing Date and addressed to you, as Representatives of the several Underwriters, that: (i) The Company is a corporation duly incorporated and validly existing in good standing under the laws of the Commonwealth of Massachusetts with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the 18 conduct of its business requires such registration or qualification, except where the failure so to register or qualify would not have a Material Adverse Effect; (ii) Each Subsidiary is a corporation duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto); each Subsidiary is duly registered and qualified to conduct its business and is in good standing as a foreign corporation in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify or to be in good standing would not have a Material Adverse Effect; and all the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of any perfected security interest or, to such counsel's knowledge, any other lien, adverse claim, equity or other encumbrance, except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto); (iii) The authorized capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus, and the authorized capital stock of the Company conforms in all material respects to the description contained in the Prospectus under the caption "Description of Capital Stock"; (iv) All the shares of capital stock of the Company outstanding prior to the issuance of the Shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued and sold in compliance with all applicable federal and state securities laws; (v) The Shares to be issued and sold by the Company have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of (A) any preemptive rights arising under the Company's certificate of incorporation or the Massachusetts General Law or (B) to the knowledge of such counsel, similar rights that entitle or will entitle any person to acquire any shares of capital stock of the Company upon the issuance and sale of the Shares by the Company; (vi) The form of certificate for the Shares conforms to the requirements of the Massachusetts General Laws; (vii) To the knowledge of such counsel after reasonable inquiry, the Registration Statement and all post-effective amendments, if any, have become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or contemplated by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) has been made in accordance with Rule 424(b); (viii) The Company has the corporate power and authority to enter into this Agreement and to issue, sell and deliver to the Underwriters the Shares to be issued and 19 sold by the Company as provided herein, and this Agreement has been duly authorized, executed and delivered by the Company and is a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement of rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Company's obligations hereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles; (ix) To the knowledge of such counsel, neither the Company nor any of the Subsidiaries is in violation of its certificate of incorporation or bylaws, or other organizational documents, or in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or other evidence of indebtedness made an exhibit to the Registration Statement; (x) Neither the offer, sale or delivery of the Shares, the execution, delivery or performance of this Agreement, compliance by the Company with the provisions hereof nor consummation by the Company of the transactions contemplated hereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate of incorporation or bylaws, or other organizational documents, of the Company or any of the Subsidiaries or any agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties is bound that is an exhibit to the Registration Statement, or is known to such counsel after reasonable inquiry, or to the knowledge of such counsel will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries, nor will any such action result in any violation of any existing law, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order or decree known to such counsel and applicable to the Company or any of the Subsidiaries or any of their respective properties; (xi) No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of the Company or any of the Subsidiaries (except as have been obtained under the Act and the Exchange Act or such as may be required by the NASD or under state securities or Blue Sky laws governing the purchase and distribution of the Shares, as to which they express no opinion) for the valid issuance and sale of the Shares to the Underwriters as contemplated by this Agreement; (xii) The Registration Statement and the Prospectus and any supplements or amendments thereto (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the requirements of the Act; (xiii) To the knowledge of such counsel, (A) there are no legal or governmental proceedings pending or threatened against the Company or any of the Subsidiaries, or to which the Company or any of the Subsidiaries or any of their respective properties is subject, which are required to be described in the Registration Statement or Prospectus 20 (or any amendment or supplement thereto) that are not described as required and (B) there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement that are not described or filed as required, as the case may be; (xiv) To the knowledge of such counsel, neither the Company nor any of the Subsidiaries is in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any such Subsidiary the violation of which would have a Material Adverse Effect, or of any decree of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries; (xv) The Company has full corporate power and authority and, to such counsel's knowledge, all necessary Permits (except where the failure to so have any such Permits, individually or in the aggregate, would not have a Material Adverse Effect); (xvi) The statements in the Registration Statement and Prospectus, insofar as they are descriptions of contracts, agreements or other legal documents, or refer to statements of law or legal conclusions, are accurate in all material respects and present fairly the information required to be shown; (xvii) Except as described in the Prospectus, such counsel does not know of any holder of any securities of the Company or any of the Subsidiaries or any other person who has the right, contractual or otherwise, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, any of the Shares or the right to have any Common Stock or other securities of the Company included in the Registration Statement or the right, as a result of the filing of the Registration Statement, to require the Company to register under the Act any shares of Common Stock or other securities of the Company, and any registration rights known to such counsel in connection with the offering contemplated hereby have been validly waived; (xviii) The Company is not an "investment company" or a person "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended; and (xix) Neither the execution, delivery or performance of the AmHealth Acquisition Agreement, compliance by the Company with the provisions thereof nor consummation by the Company of the transactions contemplated thereby conflicted, conflicts or will conflict with or constituted, constitutes or will constitute a breach of, or a default under, the certificates of incorporation or bylaws or other organizational documents of the Company or any of the Subsidiaries or any agreement, indenture, lease or other instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties is bound that is an exhibit to the Registration Statement or is known to such counsel after reasonable inquiry (except where appropriate waivers or consents thereto have heretofore been obtained by the Company), or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries, nor will any such action result in any violation of any existing law, regulation, ruling, judgment, injunction, order or decree known to 21 such counsel after reasonable inquiry, applicable to the Company or any of the Subsidiaries or any of their respective properties. In addition, such counsel shall state that although such counsel has not undertaken, except as otherwise indicated in their opinion, to determine independently, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements in the Registration Statement, such counsel has participated in the preparation of the Registration Statement and the Prospectus, including review and discussion of the contents thereof, and nothing has come to the attention of such counsel that has caused it to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date or any Option Closing Date, as the case may be, contained an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that any amendment or supplement to the Prospectus, as of its date, and as of the Closing Date or any Option Closing Date, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and the notes thereto and the schedules and other financial and statistical data included in the Registration Statement or the Prospectus). In rendering their opinion as aforesaid, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Company as to laws of any jurisdiction other than the United States or the Commonwealth of Massachusetts and the State of New York or the corporation law of the State of Delaware, provided that (1) each such local counsel is acceptable to the Representatives, (2) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Representatives and is, in form and substance, satisfactory to them and counsel for the Underwriters and (3) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. (d) You shall have received on the Closing Date an opinion of Rich, May Bilodeau & Flaherty, P.C., counsel to the Selling Stockholders, dated the Closing Date and addressed to you, as Representatives of the several Underwriters, to the effect that: (i) This Agreement and the Custody Agreement have each been duly executed and delivered by or on behalf the Selling Stockholders; (ii) The Shares being sold on any Option Closing Date by the Selling Stockholders listed on Schedule II to this Agreement (A) are owned of record as set forth on said Schedule II and (B) to the knowledge of such counsel, are beneficially owned as set forth on said Schedule II, free and clear of all liens, encumbrances, equities or adverse claims within the meaning of the Uniform Commercial Code as in effect in the State of New York ("UCC"), other than the interests of the Underwriters under this Agreement. (iii) To the knowledge of such counsel, each of the Selling Stockholders has full legal right, power and authorization, and any approval required by law, to sell, assign, 22 transfer and deliver good and marketable title to the Shares which such Selling Stockholder has agreed to sell pursuant to this Agreement; upon delivery of such Shares pursuant to this Agreement and payment therefor as contemplated herein and assuming that the several Underwriters purchased such Shares in good faith and without notice of an adverse claim within the meaning of the Uniform Commercial Code (the "UCC"), the Underwriters will acquire such Shares free and clear of any adverse claim (within the meaning of Section 8-302 of the UCC); and (iv) To the knowledge of such counsel, the execution and delivery of this Agreement and the Custody Agreement by or on behalf of the Selling Stockholders and the consummation of the transactions contemplated hereby and thereby will not conflict with, violate, result in a breach of or constitute a default under the terms or provisions of any agreement, indenture or other instrument to which any of the Selling Stockholder is a party or by which any of the Selling Stockholders or the assets or property of any of the Selling Stockholders is bound, or any court order or decree or any law, rule, or regulation applicable to any of the Selling Stockholders or to the property or assets of any of the Selling Stockholders. In rendering their opinion as aforesaid, such counsel may rely as to factual matters (i) upon certificates of the Selling Stockholders and (ii) the representations of the Selling Stockholders contained herein and in the Custody Agreement. (e) You shall have received on the Closing Date an opinion of Small, White & Marani, counsel for AmHealth, dated the Closing Date and addressed to you, as Representatives of the several Underwriters, that: (i) To the knowledge of such counsel, AmHealth is not in default in the performance of any material obligation, agreement or condition contained in any agreement, lease, bond, debenture, note or other evidence of indebtedness to which AmHealth is a party or by which any of its properties is bound that is being acquired, directly or indirectly, by the Company pursuant to the AmHealth Acquisition and is material to the condition (financial or other), business, prospects, properties, net worth or results of operations of AmHealth (an "Acquired Document"); (ii) Neither the offer, sale or delivery of the Shares, the execution, delivery or performance of this Agreement, compliance by the Company with the provisions hereof nor consummation by the Company of the transactions contemplated hereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any Acquired Document, or to the knowledge of such counsel will result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of AmHealth that is being acquired, directly or indirectly, by the Company pursuant to the AmHealth Acquisition ("Acquired Assets"), nor will any such action result in any violation of any existing law, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order or decree known to such counsel and applicable to AmHealth, any Acquired Assets or the business operations of AmHealth being acquired by the Company in the AmHealth Acquisition (the "Acquired Operations"); 23 (iii) To the knowledge of such counsel, there are no legal or governmental proceedings pending or threatened against, or to which AmHealth or is subject, that would, individually or in the aggregate, have a material adverse effect on AmHealth, the Acquired Assets or the Acquired Operations; (iv) To the knowledge of such counsel, AmHealth is not in violation of any law, ordinance, administrative or governmental rule or regulation applicable thereto the violation of which would have a material adverse effect on the Acquired Assets or the Acquired Operations, or of any decree of any court or governmental agency or body having jurisdiction over AmHealth; (v) AmHealth has all necessary Permits (except where the failure to so have any such Permits, individually or in the aggregate, would not have a material adverse effect on the Acquired Operations); (vi) Such counsel has reviewed the description of the business of AmHealth contained under the caption "Business--The AmHealth Acquisition," and although such counsel has not undertaken to determine independently, and does not assume responsibility for, the accuracy, completeness or fairness of the statements in the Registration Statement, nothing has come to the attention of such counsel that has caused it to believe that such description contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) You shall have received on the Closing Date an opinion of Dewey Ballantine, counsel for the Underwriters, dated the Closing Date and addressed to you, as Representatives of the several Underwriters, with respect to the matters referred to in clauses (v) (other than subclause (B) thereof), (vii), (viii), (xii) and the penultimate paragraph of Section 10(c) hereof and such other related matters as you may request. (g) You shall have received letters addressed to you and dated the date hereof and the Closing Date from Ernst & Young LLP and KPMG Peat Marwick LLP, independent certified public accountants, substantially in the forms heretofore approved by you. (h)(i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, contemplated by the Commission at or prior to the Closing Date and any request of the Commission for additional information (to be included in the registration statement or the prospectus or otherwise) shall have been complied with; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company; (iv) the Company shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company, other than those reflected in or contemplated by the Registration 24 Statement or the Prospectus (or any amendment or supplement thereto); and (v) all the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and you shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of the Company (or such other officers as are acceptable to you), as to the matters set forth in this Section 10(h) and in Section 10(i) hereof. (i) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (j) All the representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and you shall have received a certificate, dated the Closing Date and signed by or on behalf of the Selling Stockholders to the effect set forth in this Section 10(j) and in Section 10(k) hereof. (k) The Selling Stockholders shall not have failed at or prior to the Closing Date to have performed or complied with any of their agreements herein contained and required to be performed or complied with by them hereunder at or prior to the Closing Date. (l) The Shares shall have been listed or approved for listing on the Nasdaq National Market. (m) The Company shall have furnished or caused to be furnished to you such further certificates and documents as you shall have reasonably requested. (n) The Company shall not have received notices of termination relating to the Company's contracts with its customers, the termination of which, individually or in the aggregate, would have a Material Adverse Effect. (o) The AmHealth Acquisition shall have occurred prior to or shall occur concurrently with the purchase of the Shares contemplated hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you, as Representatives of the several Underwriters, and counsel for the Underwriters. Any certificate or document signed by any officer of the Company and delivered to you, as Representatives of the several Underwriters, or to counsel for the Underwriters, shall be deemed a representation or warranty by the Company to each Underwriter as to the statements made therein. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the satisfaction on and as of any Option Closing Date of the conditions set forth in this Section 10, except that, if any Option Closing Date is other than the Closing Date, the certificates, opinions and letters referred to in paragraphs (c) through (h) and paragraph (k) 25 shall be dated the Option Closing Date in question and the opinions called for by paragraphs (c), (d), (e) and (f) shall be revised to reflect the sale of Additional Shares. 11. EXPENSES. The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the registration statement (including financial statements and exhibits thereto), each Prepricing Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the registration statement, each Prepricing Prospectus, the Prospectus, and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp taxes in connection with the offering of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the listing of the Shares on the Nasdaq National Market; (vi) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the filing fees and the reasonable fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the National Association of Securities Dealers, Inc. in connection with the offering; (viii) the transportation and other expenses incurred by or on behalf of representatives of the Company in connection with presentations to prospective purchasers of the Shares; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) the performance by the Company of its other obligations under this Agreement. 12. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they have agreed to purchase hereunder, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smith Barney, Harris Upham & Co. Incorporated 26 (predecessor of Smith Barney Inc.), to purchase the Shares which such defaulting Underwriter or Underwriters agreed, but failed or refused, to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you and the Company for the purchase of such Shares by one or more non-defaulting Underwriters or other party or parties approved by you and the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter agreed, but failed or refused, to purchase. Any notice under this Section 12 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. 13. TERMINATION OF AGREEMENT. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company, by notice to the Company and the Attorneys-in-Fact, if prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given by telegram, telecopy or telephone and shall be subsequently confirmed by letter. 14. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set forth in the last paragraph on the cover page, the stabilization and passive market- making legends on the inside front cover page and the statements in the first, third and seventh paragraphs under the caption "Underwriting" in any Prepricing Prospectus and in the Prospectus constitute the only information furnished by or on behalf of the Underwriters through you as such information is referred to in Sections 7(b) and 9 hereof. 15. MISCELLANEOUS. Except as otherwise provided in Sections 5, 12 and 13 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at the office of the Company at 18881 Von Karman Avenue, Suite 1750, Irvine, California 92715, Attention: George C. Carpenter IV, Chairman of the Board and Chief 27 Executive Officer, with a copy to Rich, May, Bilodeau & Flaherty, P.C., 294 Washington Street, Boston, Massachusetts 02108, Attention: Stephen M. Kane, Esq.; or (ii) if to you, as Representatives of the several Underwriters, care of Smith Barney Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager, Investment Banking Division, with a copy to Dewey Ballantine, 1301 Avenue of the Americas, New York, New York 10019, Attention: Frederick W. Kanner, Esq. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, its directors, its officers who sign the Registration Statement and the controlling persons referred to in Section 9 hereof and, to the extent provided herein, their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser. 16. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. 28 Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Underwriters. Very truly yours, CORE, INC. By: ------------------------- EACH OF THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II HERETO By: ------------------------- Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. Smith Barney Inc. Cowen & Company As Representatives of the Several Underwriters By: Smith Barney Inc. By: ------------------------------- Managing Director 29 SCHEDULE I CORE, INC. Number of Underwriter Firm Shares - ----------- ----------- Smith Barney Inc. ........................ Cowen & Company. ......................... __________ Total.................. 2,500,000 =========== SCHEDULE II CORE, INC. Number of Selling Stockholder Additional Shares - ------------------- ----------------- [Selling Stockholder]...................... [Selling Stockholder]...................... [Selling Stockholder]...................... _________________ Total................................. ================= I-1 EX-2.4 3 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT BY AND AMONG CORE, INC. AMHEALTH CLINICS CORP. AND AMHEALTH, INC. MAY 10, 1996 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and entered into as of the 10th day of May, 1996 by and among CORE, INC., a Massachusetts corporation ("CORE"), AmHealth Clinics Corp., a Delaware corporation and wholly- owned subsidiary of CORE ("Purchaser"), and AmHealth, Inc., a Delaware corporation ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller owns and operates nine (9) occupational health clinics in California (as further defined herein, the "Clinics") and staffings (as further defined herein the "Staffings"); WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, on the Closing Date (as hereinafter defined) the Clinics and substantially all assets used in operating the Clinics and Staffings; WHEREAS, pursuant to a Management Services Agreement, dated October 1, 1995 (the "AMG Management Contract"), by and between Seller and AmHealth Medical Group of California, Professional Corporation, a California medical professional corporation ("AMG"), Seller provides substantially all management services to AMG and is fully familiar with AMG operations and business; WHEREAS, pursuant to a Professional Corporation Asset Purchase Agreement, dated May 10, 1996 (the "P.C. Agreement"), by and between AMG, Peter P. Greaney, M.D. on behalf of a professional medical corporation to be incorporated in California ("New P.C."), and AmHealth AMG has agreed to transfer certain assets and contracts to New P.C.; WHEREAS, Purchaser will be providing management services to New P.C. and in connection with Purchaser's acquisition of assets from Seller, Purchaser desires Seller to make representations, warranties and guarantees concerning AMG's business and operations; NOW, THEREFORE, in consideration of the covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I PURCHASE OF ASSETS; CONSIDERATION; CLOSING SECTION 1.1 PURCHASE OF ASSETS BY PURCHASER; TRANSFER OF AMG ASSETS (a) Sale of Assets. Subject to the provisions of this Agreement, Seller -------------- agrees to sell and Purchaser agrees to purchase at the Closing (as defined in Section 1.5) all of the following specified properties, assets, rights, claims and contracts used by Seller in the management of AMG's occupational health clinics and employer services business (the "Business"): (i) All of the assets, tangible and intangible, of the nine (9) clinics of Seller and staffings which Seller manages (sometimes referred to as Employer Services Group) all as set forth on Schedule 1.1 (a) hereto (the "Clinics and ---------------- Staffings"); (ii) All computer and similar equipment and software, including software used in Seller's business in the Clinics and Staffings, including the equipment and software listed on Schedules 2.6 and 2.7 hereto; --------------------- (iii) All patents, patent applications, trade secrets, processes and techniques, know-how, designs, inventions, copyrights, discoveries and other proprietary or intangible rights and intellectual properties used in Seller's business in the Clinics and Staffings, including the intellectual property and proprietary rights listed on Schedule 2.7 hereto; ------------ (iv) All Seller's rights to the name and mark "AmHealth" and other trade names, trademarks and trademark applications used in Seller's business in the Clinics and Staffings including those names, marks and rights listed on Schedule 2.7 hereto; ------------ (v) All files, customer and supplier lists, mailing lists, accounting records and other business records, catalogs, printed materials and sales aids and other data relating to Seller's business in the Clinics and Staffings; (vi) Prepaid expenses, short and long term assets and instruments of every kind and description used in the business of Seller in the Clinics and Staffings; (vii) All rights of every kind under all contracts and agreements inuring to Seller's benefit or with respect to the Clinics and Staffings as listed on Schedule 2.10 hereto (the "Assigned ------------- Contracts"), but excluding those contracts and agreements listed on Schedule 1.1 (x) and any and all other contracts and ---------------- agreements not listed on Schedule 2.10; ------------- (viii) All Seller's rights to compensation under the Management Services Agreement, dated June 1, 1995, by and among California Pacific Medical Center ("CPMC") AMG and Seller (the "CPMC Agreement"); 2 (ix) All property, plant, equipment, machinery, motor vehicles, furniture, fixtures and other tangible personal property (including supplies and inventories) used by the Clinics and Staffings including those assets listed on Schedule 2.6 ------------ hereto; (x) [Reserved] (xi) All documents and information relating to the Business and the operations of Seller for the past five (5) years, including, without limitation, customer lists and all books and records relating to the operations of the Business, but excluding Seller's corporate records, minute books, general ledger, bank statements, cancelled checks, month and year end financial statements, journal entries, tax returns, tax return work papers, year end inventory analysis and other similar records and information not related to the operation of the ongoing Business as agreed upon between Purchaser and Seller; and (xii) other assets specified by Purchaser related to Seller's Business or the Clinics and Staffings. The assets specified above to be sold to and purchased by Purchaser under this Agreement are referred to collectively as the "Subject Assets". The Subject Assets shall not include any assets of the clinic owned and operated by Seller located in Sacramento, California (the "Sacramento Clinic"), equipment and furniture used by Seller in its Atlanta offices, Seller's operations in Minnesota (the "Minnesota Operations"), any confidential patient records which are the property of AMG and which are discussed in Section 4.7 of the P.C. Agreement, nor any assets listed on Schedule 1.1(x) (the "Excluded Assets"). --------------- The Subject Assets shall include all cash and bank accounts and the cash management system, prepaid assets, deposits and fixed assets of the Clinics and Staffings (excluding goodwill). Purchaser agrees that Seller may maintain its bank accounts and banking relations with its existing banks provided the amounts in such bank accounts are transferred to Purchaser as Subject Assets. 3 (b) Transfer of AMG Assets. Seller acknowledges that simultaneously with ---------------------- its sale of Subject Assets to Purchaser, AMG shall sell and transfer substantially all its assets, excluding accounts receivable (the "P.C. Assets") to New P.C. Seller shall fully cooperate and assist AMG in connection with such sale and transfer. Seller hereby represents and warrants to CORE and Purchaser that the Subject Assets and the P.C. Assets constitute all assets owned and used by Seller or AMG in the Clinics and Staffings excluding accounts receivable. SECTION 1.2 LIMITED ASSUMPTION OF LIABILITIES Subject to the provisions of this Agreement, at the Closing, Purchaser shall assume only those debts, liabilities, obligations, commitments and contracts of the Business set forth on Schedule 1.2 and for the future ------------ obligations under the Real Estate Leases listed on Schedule 2.8 and the future ------------ obligations under the Assigned Contracts listed on Schedule 2.10. THE PURCHASER ------------- SHALL NOT ASSUME ANY OTHER LIABILITIES, OBLIGATIONS, COMMITMENTS OR CONTRACTS WHATSOEVER, WHETHER PURSUANT TO THIS AGREEMENT OR OTHERWISE. The debts, liabilities, obligations, commitments and contracts to be assumed by Purchaser under this Agreement are referred to collectively as the "Assumed Liabilities". The Assumed Liabilities shall, without limitation, exclude (a) liabilities related to the Sacramento Clinic and the Minnesota Operations; (b) liabilities associated with Capital South or any other financial institution; (c) liabilities related to Seller's acquisition of any of the Clinics or liabilities due Branch Cabell; (d) all debts, liabilities, obligations, commitments and contracts not specifically identified in Schedule -------- 1.2; (e) all tort claims asserted against Seller or the Business or claims - --- against Seller or the Business for breach of contract or breach of warranty based on acts or omissions occurring before the Closing; (f) all liabilities related to environmental matters which originate prior to the Closing Date; (g) any contract or agreement of Seller not expressly listed as an Assigned Contract on Schedule 2.10 to this Agreement; (h) any liabilities or obligations under any ------------- real property leases for periods prior to the Closing; (i) any obligations or liabilities to any of Seller's employees unless expressly set forth on Schedule -------- 1.2 and then only in the amount set forth on said Schedule; and (j) any - --- liabilities for taxes of any kind, including, without limitation, sales, income or withholding taxes. Within 30 days of the Closing Date, or as soon thereafter as is reasonably practicable, Purchaser shall prepare and deliver to Seller a balance sheet of the Subject Assets, the P.C. Assets and Assumed Liabilities and P.C. Liabilities as of the close of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP. Seller shall reasonably assist Purchaser in the preparation of the Closing Balance Sheet. At Closing as set forth on the Closing Balance Sheet, the Subject Assets and the P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities shall be $1,750,000. For the purposes of 4 making the foregoing calculation, the Capital Improvements Loan (as defined in Section 6.1) shall be included in the Assumed Liabilities and assets purchased by Seller with the proceeds of the Capital Improvement Loan shall be included in the Subject Assets. If the Closing Balance Sheet indicates that the Subject Assets and the P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities is less than $1,750,000, Purchaser shall be entitled to the amount of such difference from the Escrow; if the Escrow is insufficient for such purpose, Seller shall immediately pay to Purchaser an amount equal to the amount of such difference. If the Closing Balance Sheet indicates that the Subject Assets and the P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities is more than $1,750,000, Seller shall be entitled to the amount of such difference and Purchaser shall immediately pay to Seller an amount equal to the amount of such difference. SECTION 1.3 CONSIDERATION Subject to the terms and conditions set forth in this Agreement, the consideration to be paid by Purchaser to Seller for the Business and the Subject Assets shall be $15,657,500 (the "Purchase Price"), payable in cash wire transfer or delivery of other immediately available funds, provided, however, Purchaser may offset against such payment all amounts due under the $1,000,000 Financing as defined in Section 6.1 and make immediate payment in full to CORE or SVB, as the case may be, as creditor of the $1,000,000 Financing; and further provided that such payment shall be from the proceeds of CORE's public offering of its Common Stock; and further provided the Purchase Price shall be subject to adjustment pursuant to Section 9.17. Additionally, CORE agrees to reduce Seller's obligations under the Capital Improvements Loan at Closing by paying in full the balance of said loan to the financial institution that made such loan to Seller, or in the event that CORE made such loan, then to forgive all of the principal and interest then due under the Capital Improvements Loan, provided, however, that any such payment or forgiveness of such loan shall not be deemed a Subject Asset, nor shall any such payment or forgiveness reduce the Assumed Liabilities for the purpose of calculating the $1,750,000 difference between the Subject Assets (and P.C. Assets) and the Assumed Liabilities (and P.C. Liabilities). SECTION 1.4 ALLOCATION OF PURCHASE PRICE Purchaser shall propose an allocation of the Purchase Price in accordance with the allocation method required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Subject to Seller's agreement with such allocation, which shall not be unreasonably withheld, Seller and Purchaser each agree to report the federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required by Code Section 1060(b), in a manner consistent with such allocation. 5 SECTION 1.5 CLOSING DATE The parties agree that time is of the essence and that the closing under this Agreement (the "Closing") will take place simultaneously with the closing of the Underwritten Public Offering (as described in Sections 6.2 and 9.18) but, in any event, no later than July 31, 1996, or at such other time and place as the parties may otherwise agree upon (such time being herein referred to as the "Time of Closing" and such date being herein referred to as the "Closing Date"), at the offices of CORE's counsel, Rich, May, Bilodeau & Flaherty, P.C., 294 Washington Street, Boston, Massachusetts (or at such other place as the parties may otherwise agree upon). SECTION 1.6 ACTIONS TO BE TAKEN AT CLOSING (a) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (i) A Bill of Sale in the form attached hereto as Exhibit A; --------- (ii) Evidence of transfer of all the P.C. Assets from AMG to New P.C. or other designee of CORE; (iii) [Reserved] (iv) Instruments of assignment of each of the Assigned Contracts in the form set forth in Exhibit C, with such changes to such --------- form as may be approved by Purchaser in its sole discretion, pursuant to which Purchaser will assume all obligations under each such Assigned Contract accruing after the Closing Date; (v) The Escrow Agreement in the form attached hereto as Exhibit D, --------- duly signed by Seller and the Escrow Agent; (vi) Copies of UCC-1 financing statement searches conducted by a firm or company acceptable to Purchaser as of a date within three (3) days of the Closing Date showing no financing statements, liens or encumbrances on the Subject Assets except for Temporary Encumbrances (as defined in Section 2.5); and original, executed UCC termination statements in a form acceptable to Purchaser and acceptable for filing for any Temporary Encumbrances statements not yet terminated (such executed UCC termination statements may be delivered in escrow subject to payment of 6 specified amounts with the proceeds of the Purchaser Price otherwise payable to Seller); (vii) Evidence that there are no outstanding Internal Revenue Service liens on the Subject Assets or the P.C. Assets; (viii) Evidence that there are no outstanding state or local governmental liens on the Subject Assets or the P.C. Assets; (ix) Evidence of repayment in full of the $1,000,000 Financing (as defined in Section 6.1); (x) Evidence of cancellation of the Guaranty (as defined in Section 6.1); (xi) An opinion of counsel to Seller covering the matters set forth on Exhibit E in form reasonably satisfactory to Purchaser; --------- (xii) Reserved; (xiii) The certificates of insurance for medical malpractice described in Section 9.24; (xiv) Reserved; (xv) Compliance certificate of Seller, dated the Closing Date, as to the fulfillment of the conditions set forth in Sections 9.1 and 9.2; (xvi) Written consents of all third parties required by any and all agreements or documents to which Seller is a party and by which the Subject Assets are bound in order to consummate the transactions contemplated hereby; (xvii) Certified resolutions of the Board of Directors of Seller and AMG and certified votes of a majority of the stockholders of Seller and AMG duly and legally authorizing the execution and performance of this Agreement (such resolutions or votes may be pursuant to meetings or written consent actions as permitted by law); (xviii) All such other documents, assignments and other instruments as are reasonably necessary to vest in Purchaser title to the Subject Assets to be transferred to it pursuant to this Agreement; 7 (xix) Evidence of the closing of the P.C. Agreement and the transfer of the P.C. Assets from AMG to New P.C.; and (xx) Assignment of federal trademarks and applications suitable for filing with the U.S. Patent and Trademark Office; (xxi) All other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Seller at or prior to the Closing pursuant to this Agreement or otherwise required or reasonably requested by Purchaser or its counsel in connection herewith. (b) At the Closing, Purchaser will deliver or cause to be delivered to Seller the following: (i) The Purchase Price (subject to offset for repayment of the $1,000,000 Financing and $390,000 of which shall be delivered to the Escrow Agent as described in Section 7.5); (ii) Evidence of cancellation of the Capital Improvements Loan; (iii) The Escrow Agreement duly signed by Purchaser and CORE; (iv) An opinion of counsel to Purchaser and CORE covering the matters set forth on Exhibit F in form reasonably satisfactory --------- to Seller; (v) A compliance certificate of the Purchaser, dated the Closing Date, as to the fulfillment of the conditions set forth in Section 8.1 and 8.2; (vi) Written consents of all third parties required by any and all agreements or documents to which Purchaser is a party in order to consummate the transactions contemplated hereby, if any; (vii) Certified resolutions of the Board of Directors of Purchaser and CORE duly and legally authorizing the execution and performance of this Agreement; and (viii) All other documents, endorsements, assignments, instruments, writings and other items required to be delivered by Purchaser or CORE at or prior to the 8 Closing pursuant to this Agreement or otherwise required or reasonably requested by Seller or its counsel in connection herewith. All instruments, agreements, certificates and other documents delivered at Closing or otherwise delivered pursuant to this Agreement, other than this Agreement, shall be referred to as the "Ancillary Documents". SECTION 1.7 FURTHER ASSURANCES From time to time after the Closing, at the request of Purchaser and without further consideration, Seller shall execute and deliver such further instruments of transfer and assignment (in addition to those delivered under Section 1.6) and take such other actions as Purchaser may require or request to more effectively transfer and assign to, and vest in, Purchaser title to each of the Subject Assets. To the extent that the assignment of any contract or right shall require the consent of other parties thereto, this Agreement shall not constitute an assignment thereof until such consent is obtained; however, Seller shall use all reasonable efforts before and after the Closing to obtain any necessary consents or waivers and to otherwise assure Purchaser of the benefits of the Assigned Contracts. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to CORE that: SECTION 2.1 ORGANIZATION Seller and AMG are duly organized, validly existing and in good standing under the laws of their respective states of incorporation; and Seller and AMG have the power and authority to conduct all of the activities conducted by them and to own or lease all of the assets owned or leased by them. Seller and AMG are each qualified to do business and in good standing in the State of California. Seller and AMG are qualified as foreign corporations in all other states and jurisdictions in which such qualification is required. Seller and AMG do not directly or indirectly own any shares of stock or any other securities of any corporation or have any direct or indirect interest in any firm, partnership, association or other entity directly or indirectly except as listed in Schedule 2.1 attached hereto. Complete and correct copies of the ------------ certificate of incorporation and the bylaws, in each case as amended, of Seller and AMG have been delivered to Purchaser and no changes therein will be made subsequent to the date hereof and on or prior to the Closing Date, without the prior written consent of Purchaser. 9 SECTION 2.2 AUTHORIZATION OF TRANSACTION Seller has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof. This Agreement is valid, binding and enforceable against Seller in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will (a) contravene or conflict with the certificate of incorporation or by-laws of Seller; (b) constitute any violation or breach of any material provision of any material contract or other instrument to which Seller or AMG is a party or by which any of the assets of Seller or AMG may be affected or secured; (c) constitute any violation or breach of any order, writ, judgment, injunction, decree, statute, rule or regulation or result in the creation of any lien, charge or encumbrance binding on or applicable to Seller or AMG or the Subject Assets or the P.C. Assets; or (d) conflict with, or constitute a default under, or result in the termination or cancellation of, or right to accelerate, any material agreement, contract or other instrument binding upon Seller or AMG or any material license, franchise, permit or other similar authorization held by Seller or AMG. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions by Seller contemplated herein require no action by or in respect of, or filing with, any governmental body, agency, official or authority. SECTION 2.3 CAPITALIZATION (a) The authorized capital stock of Seller and amount of outstanding shares of capital stock are set forth on Schedule 2.3. The list of stockholders ------------ and optionholders of Seller as maintained by Seller is set forth in Schedule 2.3 ------------ hereto. Seller represents and warrants that Schedule 2.3 is substantially ------------ complete and accurate and that any incomplete or incorrect information on Schedule 2.3 shall not directly or indirectly impact CORE, Purchaser or New P.C. - ------------ in any way. Except as set forth on Schedule 2.3, to Seller's best knowledge ------------ there are neither authorized nor outstanding any options, warrants or other rights to purchase any shares of any capital stock of Seller. Except as permitted pursuant to Section 5.4 hereof, subsequent to the date hereof and prior to the Closing Date, Seller will not issue or acquire any shares of Seller capital stock. Except as set forth on Schedule 2.3, there are no outstanding obligations ------------ of Seller or AMG to repurchase, redeem or otherwise acquire any Seller or AMG securities of any kind. 10 SECTION 2.4 FINANCIAL STATEMENTS Schedule 2.4 attached hereto consists of the following financial statements ------------ (the "Audited Financial Statements"): combined financial statements of the 9 Clinics and Staffings of Seller and AMG audited by KPMG Peat Marwick LLP with its opinion in a form reasonably satisfactory to Purchaser, including (a) the combined balance sheets of the 9 Clinics and Staffings of Seller and AMG, as of December 31, 1995, and the related combined statements of operations, retained earnings and cash flows for the six months ended December 31, 1995, with footnotes thereto for the period then ended (the combined balance sheet of the 9 Clinics and Staffings of Seller and AMG, as of December 31, 1995, is hereinafter referred to as the "Balance Sheet"); (b) the combined balance sheets of the 9 Clinics and Staffings of Seller and AMG as of June 30, 1994 and June 30, 1995; (c) the combined statements of operations, retained earnings and cash flows of the 9 Clinics and Staffings of Seller and AMG for the years ended June 30, 1994 and June 30, 1995 and (d) the combined unaudited statements of operations, retained earnings and cash flows of the 9 Clinics and Staffings of Seller and AMG for the 6 months ended December 31, 1994. The financial statements included in Schedule 2.4 are in accordance with the books and records of the 9 Clinics ------------ and Staffings, Seller and AMG, are complete and correct in all material respects and fairly present the financial position of the 9 Clinics and Staffings of Seller and AMG as of the dates therein indicated and the results of the operations of the 9 Clinics and Staffings of Seller and AMG for the periods so ended (subject to normal year end adjustments in the case of any interim financial statements, the effect of which will not, individually or in the aggregate, be materially adverse), all in conformity with generally accepted accounting principles and practices applied on a consistent basis with prior periods ("GAAP") (except as may be indicated in the notes thereto). The notes and accounts receivable reflected in the Balance Sheet, net of reserves therein reflected, are, except to the extent heretofore collected, fully collectible and subject to no counterclaims or set-offs. SECTION 2.5 TITLE TO ASSETS; ENCUMBRANCES; CONDITIONAL SALES Except for the liens, mortgages, pledges and encumbrances set forth in Schedule 2.5 hereto (the "Temporary Encumbrances"), Seller has good and - ------------ marketable title to all of the Subject Assets. All Temporary Encumbrances shall be terminated at or before Closing and at Closing Seller shall have good and marketable title to the Subject Assets. Without limiting the generality of the foregoing, no officer, director or stockholder of Seller or AMG (or any member of their families or any affiliate) owns any asset, tangible or intangible, which is used in the business of Seller or AMG. None of the assets of Seller or AMG is held or will be held on the Closing Date by Seller or AMG as lessee under any lease or as conditional sale vendee under a conditional sale contract or other title retention agreement, except as set forth in Schedule 2.5 or as ------------ otherwise expressly permitted herein. 11 Seller represents that the Bill of Sale and other documents and instruments of transfer delivered to Purchaser at Closing shall effectively vest in Purchaser good and marketable title to the Subject Assets, free and clear of all liens, restrictions and encumbrances. At Closing, the Subject Assets and the P.C. Assets shall include all the assets which in any way relate to the Business. SECTION 2.6 MACHINERY, EQUIPMENT, FIXTURES Attached hereto as Schedule 2.6 is a complete and correct list and a brief ------------ description of all machinery, vehicles, equipment and fixtures, office equipment and furniture and/or other personal property owned by Seller or AMG on December 31, 1995, with a book value of more than $1,000. SECTION 2.7 PROPRIETARY RIGHTS; PATENTS; TRADEMARKS; SOFTWARE; ETC. For the purposes of this Agreement, "Proprietary Rights" means any of the following which are material to or used in the business of Seller or AMG: (a) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to writing or practice), (b) trademarks, service marks, trade dress, trade names and corporate names and registrations and applications for registration thereof, (c) copyrights and registrations and applications for registration thereof, (d) mask works and registrations and applications for registration thereof, (e) computer software, data and documentation, (f) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information), (g) other intellectual property rights, and (h) copies and tangible embodiments thereof (in whatever form or medium). Schedule 2.7 attached hereto contains a complete and accurate list of (i) ------------ all patented and registered Proprietary Rights owned by Seller or AMG, (j) all pending patent applications and applications for registrations of other Proprietary Rights filed by Seller or AMG, (k) all trade names and corporate names owned or used by Seller or AMG, (l) all trademarks, service marks, copyrighted works and computer software which are material to the financial condition, operating results, assets, operations or business prospects of Seller or AMG, and (m) all licenses and other rights granted by Seller or AMG to any third party with respect to any Proprietary Rights and all licenses and other rights granted by any third party to Seller or AMG with respect to any Proprietary Right. Except as set forth in Schedule 2.7, Seller and AMG own and ------------ possess all right, title and interest in and to, or have the right to use pursuant to a valid license, all Proprietary Rights necessary for the operation of the business of Seller and AMG as currently conducted and as currently proposed to be conducted. All of such Proprietary Rights of Seller and AMG will remain 12 in effect and good standing as and to the extent existing on the date of this Agreement notwithstanding the consummation of the transactions contemplated by this Agreement and the P.C. Agreement. Except as set forth on Schedule 2.7, the ------------ loss or expiration of any Proprietary Right or related group of Proprietary Rights would not have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of Seller or AMG, and no such loss or expiration is threatened, pending or reasonably foreseeable. Seller and AMG have taken all actions which Seller and AMG, in their reasonable business judgment, deem necessary or desirable to maintain and protect the Proprietary Rights which Seller or AMG owns and uses. Except as indicated on Schedule 2.7, (n) there have been no claims which have been made or are - ------------ currently outstanding or are threatened against Seller or AMG asserting the invalidity, misuse, unenforceability, or contesting the ownership, of any of the Proprietary Rights which Seller or AMG owns or uses, and, after reasonable inquiry, there are no grounds for the same, (o) the conduct of Seller's business and AMG's business has not infringed, misappropriated or otherwise conflicted with, and does not infringe, misappropriate or otherwise conflict with, any Proprietary Right of other persons or entities, and Seller's and AMG's present conduct will not infringe, misappropriate or conflict with any Proprietary Right of other persons or entities, and (p) the Proprietary Rights owned or used by Seller and AMG have not been infringed or misappropriated by, or otherwise conflict with, other persons or entities. SECTION 2.8 REAL PROPERTY Except as described in the final sentence of this Section, Schedule 2.8 ------------ includes a complete and correct list of all real property which is presently owned or leased by Seller or AMG and which will be owned or leased by Seller or AMG on the Closing Date, together with a brief description of all plants, structures and improvements thereon or thereto. Seller and AMG have good and marketable title to such owned real property, free and clear of any lien, encumbrance or restriction whether of record or otherwise, except as particularly described in said Schedule 2.8. The real estate leases set forth ------------ in Schedule 2.8 are in full force and effect and will continue to be in full ------------ force and effect on identical terms following consummation of the transactions contemplated in this Agreement. No lease set forth in Schedule 2.8 requires the consent of any person or governmental or other entity for the consummation of the transactions contemplated hereby, except as set forth on Schedule 2.8. ------------ Schedule 2.8 excludes any real estate lease with respect to (a) the ------------ Sacramento Clinic (which is not being transferred to Purchaser), (b) the Minnesota Operations, and (c) Seller's Atlanta area offices. Such excluded leases are listed on Schedule 1.1(x). --------------- 13 SECTION 2.9 INSURANCE Seller and AMG presently maintain and shall continue to maintain through the Closing Date the insurance described in Schedule 2.9 attached hereto, ------------ including the term, premium, policy limits, exclusions and deductibles in each case applicable thereto, as well as whether such policies are "occurrence" or "claims made", and all of the policies set forth therein are in full force and effect. SECTION 2.10 CONTRACTS Attached hereto as Schedule 2.10 is a brief description of all contracts ------------- and other agreements related to the Clinics and Staffings, whether written or oral, to which either Seller or AMG is a party or which are binding on Seller or AMG, with the exception of the following: (a) Contracts or commitments for services, or for the purchase of materials, inventory or supplies by Seller or AMG entered into in the ordinary and usual course of business which do not individually exceed one thousand dollars ($1,000.00); (b) Contracts or commitments for the sale of goods, products or services by Seller or AMG entered into in the ordinary and usual course of business which do not individually involve an amount or value in excess of one thousand dollars ($1,000.00). (c) Contracts or agreements relating solely to the Sacramento Clinic, the Minnesota Operations, the Atlanta offices of Seller or contracts and agreements not being assigned to and assumed by Purchaser. The excluded contracts referred to in this subsection (c) are listed on Schedule 1.1(x). --------------- Schedule 2.10 or Schedule 1.1(x) also contain a list of all contracts or ------------- --------------- agreements relating to the Clinics and Staffings, whether written or oral, executed or in effect within the past 24 months or to be effective in the future pursuant to which Seller or AMG is a party on the one hand, and any affiliate of Seller or AMG, including without limitation any director, officer or stockholder of Seller or AMG (or any member of their respective families) is a party on the other hand. Except as set forth in Schedule 2.10 or Schedule 1.1(x), Seller and AMG are ------------- --------------- neither in default under any material provision of said contracts or agreements nor is any default or failure to perform by Seller or AMG alleged by any party to any such contract or agreement, and no act or event has occurred which with notice or lapse of time, or both, would constitute a default by Seller or AMG under any such contract or agreement or permit the modification, cancellation, acceleration or termination of any such contract or agreement or result in the creation of any 14 security interest upon, or any person or entity obtaining any right to acquire any property, asset or right of Seller or AMG. Seller has delivered to Purchaser a correct and complete copy of each contract and agreement listed on Schedule 2.10 (including all amendments ------------- thereto). Each such contract or agreement is in full force and effect and is valid and legally binding on the parties thereto; there are no unresolved disputes involving or with respect to any such contract or agreement, and no party to any such contract or agreement has advised Seller or AMG that it intends either to terminate such contract or agreement or to refuse to renew such contract or agreement upon the expiration of the term thereof. SECTION 2.11 OTHER MATERIAL CONTRACTS Seller and AMG do not have any contract or agreement not specified in this Agreement or the Schedules hereto which is binding on Seller, AMG or on any other party and which might materially (adversely or favorably) affect their properties, businesses or financial conditions. SECTION 2.12 EMPLOYEES Schedule 2.12 attached hereto contains (a) a true and correct list of the ------------- names of each employee and consultant of Seller and AMG (excluding Steven Miracle and employees and consultants who presently work or have a job situs in Seller's Atlanta office) and the current annual rate of compensation and all bonuses or anticipated bonuses paid or payable by Seller or AMG not otherwise described in item (b) of this Section 2.12 (including any payments which are not reflected on the records of Seller or AMG to each such employee and consultant); and (b) a list and/or description of all pension, retirement, incentive, bonus, profit sharing, vacation, holiday, health, life insurance or other plan or policy for the benefit of any employee or consultant of Seller or AMG. Except as shown on Schedule 2.10, there are no currently effective employment or ------------- consulting or other agreements with employees or consultants to which Seller or AMG is a party. Except as set forth on Schedule 6.4, to Seller's best knowledge ------------ (as defined in Section 12.5), no executive, key employee, or group of employees has any plans to terminate employment with Seller or AMG and no such executive or employee intends to refuse Purchaser's offer of employment as described in Section 6.4(a). Neither Seller nor AMG is a party to nor bound by any collective bargaining agreement. Except as set forth in Schedule 2.12, there is ------------- no pending or threatened material dispute between Seller or AMG and any of their respective employees or consultants. The individual licenses of each employee and consultant of Seller or AMG performing services at any Clinic or Staffing, if so required based upon their particular employment or service requirements, including, without limitation, all medical licenses, are current and valid and will be current and valid as of the Closing Date and for a period of sixty (60) days following the Closing 15 Date. No employee or consultant affiliated with any Clinic or Staffing is presently on suspension or subject to pending suspension or revocation, which was or may be imposed by any private or governmental body. Except as set forth on Schedule 2.12, all employees of the Seller and AMG are employees at will. ------------- SECTION 2.13 EMPLOYEE PLANS Seller and AMG do not have any pension, retirement, bonus, deferred compensation, stock purchase, profit sharing, insurance or similar plan or arrangement for the benefit of employees, oral or written, other than plans or arrangements described in Schedule 2.13 attached hereto. In connection with any ------------- such plan or arrangement listed in said Schedule 2.13, there have not been any ------------- "prohibited transactions" within the meaning of Section 406(a) of the Employee Retirement Income Security Act of 1974 ("ERISA") nor any "reportable events" within the meaning of Section 4043(b) of ERISA. All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such plan or arrangement, and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such plan or arrangement or accrued in accordance with the past custom and practice of Seller and AMG. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such plan or arrangement. All reports and filings with respect to said plans or arrangements required to be made pursuant to state or federal law have been, and on the Closing Date will have been, timely filed, except as otherwise set forth in Schedule 2.13. Neither Seller nor AMG contributes, ever has contributed, or ------------- ever has been required to contribute to any Multiemployer Plan (as defined in ERISA Section 3(37)) or has any liability (including withdrawal liability) under any Multiemployer Plan. Seller and AMG do not have any oral or written contract or agreement of employment with any officer, salesman or other employee, or agency, territorial franchise, sales representative or other service agreement not terminable without penalty on notice of one month or less, or with any labor union, except as described in Schedule 2.13 attached hereto. ------------- SECTION 2.14 GOVERNMENTAL LICENSES AND PERMITS Seller and AMG have been granted all certificates, licenses, permits, authorities and franchises from any federal, state or municipal or other governmental instrumentality, agency or commission or similar body which may be necessary to lawfully carry on their businesses. Schedule 2.14 contains a list ------------- of all such certificates, licenses, permits, authorities and franchises. All certificates, licenses, permits, authorities and franchises of the Clinics and Staffings are validly held by the Clinics and Staffings (either by Seller or AMG), the Clinics and Staffings have complied with all requirements in connection therewith and the same will not be subject to 16 suspension or revocation as a result of this Agreement, the P.C. Agreement or the consummation of the transactions contemplated therein. All certificates, licenses, permits, authorities and franchises issued or granted by local, state or federal authorities or agencies which are necessary for the conduct of the Clinics' business of the Clinics and Staffings and which are held in the name of any employee, officer, director, shareholder, agent or other entity of the Clinics and Staffings shall be deemed included under this representation and warranty, and Seller and AMG warrant that such certificates, licenses, permits, authorizations and franchises shall be duly and validly transferred to the Purchaser or the Purchaser's nominee, to the extent legally transferable, without additional consideration at Closing; provided, however, if the cost of transfer for any certificate, license, permit authorization or franchise exceeds $1,000, then Seller and Purchaser shall evenly split the cost of such transfer fee. SECTION 2.15 LIABILITIES Except as set forth in Schedule 2.15, Seller and AMG have no liabilities or ------------- obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for (a) liabilities or obligations reflected or reserved against in the Balance Sheet, (b) liabilities incurred since the date of the Balance Sheet in the ordinary course of business and (c) liabilities under this Agreement and the P.C. Agreement. SECTION 2.16 TAXES Except as set forth on Schedule 2.16, Seller and AMG have prepared and ------------- filed when due (taking into account extensions) all appropriate federal, state, local and other tax returns of every kind and nature for all periods on or before the due dates of such returns (as extended by any permitted extensions of time) and have paid all taxes shown to be due by said returns or on any assessments received by Seller or AMG or have made adequate provision for the payment thereof. Seller has delivered to the Purchaser complete and accurate copies of (i) Seller's federal, state and local tax returns for the fiscal years ended June 30, 1993, 1994 and 1995 and (ii) AMG's federal, state and local returns for the years set forth on Schedule 2.16. All such tax returns are ------------- materially correct. 17 The provisions for taxes (federal, state, local and other), and interest and penalties, if any, with respect thereto, reflected in the Balance Sheet are adequate to cover any and all taxes and any interest or penalties in connection therewith which have been or may be assessed with respect to the properties, businesses and operations of Seller and AMG, for the period ended on the date of said Balance Sheet and all prior periods. No claim or liability is pending or has been assessed or threatened against Seller or AMG in connection with any such taxes except as reflected in the Balance Sheet. The federal and state income tax returns of Seller and AMG have never been audited. Seller and AMG are not, and on the Closing Date will not be, consenting corporations within the meaning of Section 341(f) of the Internal Revenue Code. Except as set forth on Schedule 2.16, all taxes or other assessments and ------------- levies which Seller or AMG is or was required by law to withhold or collect have been duly withheld and collected, and have been paid over to the proper governmental authorities or are held by Seller or AMG in separate bank accounts for such payment and all such withholdings and collections and all other payments due in connection therewith are duly set forth on the Balance Sheet and financial statements delivered to CORE pursuant to Section 5.12(a). Seller agrees that any taxes (federal, state, local and other) and any interest and penalties which are assessed after the Closing Date, that pertain to periods of time prior to the Closing Date or that result from the Closing, will be the responsibility of the Seller and AMG. Such taxes and assessments may include, but not be limited to, assessments for the classification of "consultants" who are considered "employees" by the Internal Revenue Service. SECTION 2.17 LITIGATION; COMPLIANCE WITH LAWS AND REGULATORY BODIES Except as set forth in Schedule 2.17 attached hereto, there are no actions, ------------- suits or proceedings pending or threatened against or affecting Seller, AMG, the Subject Assets, the P.C. Assets, or the property of Seller or AMG in any court or before any federal, state, municipal or other governmental department, commission, board or other instrumentality or before any arbitrators (all of which claims are adequately covered by insurance, or are believed to be adequately reserved for in Seller's Balance Sheet). 18 Seller and AMG have complied with all applicable laws including, without limitation, environmental laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings and charges thereunder) of federal, state, local and foreign governments (and all agencies thereof), and there are no pending or, to Seller's best knowledge, threatened governmental investigations involving Seller or AMG, including inquiries, citations, or complaints by any federal, state, local or foreign government or agencies or instrumentalities thereof. There are no outstanding orders, decrees or stipulations to which Seller or AMG is a party affecting Seller or AMG or any of their respective products or services, and Seller and AMG are not in default with respect to any judgment, order, decree, award, rule or regulation of any court of any such department, commission, board or other instrumentality or arbitrators. Seller and AMG have complied with all applicable regulations and rules of non-governmental entities (and all sub-divisions thereof) having jurisdiction, authority or regulatory power over the Seller or AMG, as the case may be, and there are no pending or, to Seller's best knowledge, threatened investigations by any such entity involving Seller or AMG, including inquiries, citations or complaints. There are no outstanding orders, decrees, stipulations, findings, declarations or similar directives to which Seller or AMG is a party or affecting Seller or AMG or any of their respective products or services, and neither Seller nor AMG is in default with respect to any order, decree, stipulation, finding, declaration or similar directive of any such entity. 19 SECTION 2.18 ACCOUNTS RECEIVABLE The accounts receivable set forth in the Balance Sheet are, and the accounts receivable set forth in the monthly financial statements delivered to the Purchaser pursuant to Section 5.12 will be, bona fide, fully collectible (except to the extent previously collected and except for any reserves set forth in the Balance Sheet) and attributable to the ordinary course of business. SECTION 2.19 POWERS OF ATTORNEY; GUARANTIES There are no outstanding powers of attorney executed on behalf of Seller or AMG. Neither Seller nor AMG is a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any third party. SECTION 2.20 SERVICE WARRANTIES To Seller's best knowledge each and every service provided by Seller has been in substantial conformity with all material applicable contractual commitments and all express and implied warranties, and Seller has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against either of them giving rise to any liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for warranty or claims set forth on the Balance Sheet. To Seller's best knowledge the medical services performed by AMG have been in compliance with all applicable laws, statutes and regulations and conform with professional standards. Notwithstanding the limitation of the representation and warranties of this Section 2.20 to Seller's best knowledge, all parties agree and acknowledge that Purchaser is not assuming any of Seller's or AMG's liabilities for third party claims related to events occurring on or prior to the Closing Date. SECTION 2.21 EVENTS SUBSEQUENT TO BALANCE SHEET DATE Except as set forth on Schedule 2.21, since the date of the Balance Sheet, ------------- there has not been (except as otherwise disclosed in the Schedules hereto or --------- expressly contemplated herein) and will not be on the Closing Date: 20 (a) Any material adverse change in assets, liabilities, financial condition, business, business organization or personnel of Seller or AMG taken as a whole, or in relationships with suppliers, customers, landlords or others; (b) Any disposition, sale or issuance by Seller of any of its capital stock or grant of any option or right to acquire any of its capital stock or any acquisition or retirement for a consideration by Seller of any of its capital stock or any declaration or payment by Seller of any dividend or other distribution of or with respect to its capital stock; (c) Any sale, mortgage, pledge or other disposition of any material asset owned by Seller or AMG at the close of business on the date of the Balance Sheet or acquired by Seller or AMG since said date other than in the ordinary and usual course of business; (d) Any material expenditure or commitment by Seller or AMG for the acquisition of assets of any kind, other than inventories and supplies acquired in the ordinary course of business; (e) Any damage, destruction or loss (whether or not insured) materially and adversely affecting the property or business of Seller or AMG; (f) Any general wage or salary increase by Seller or AMG; (g) Any increase in the compensation payable or to become payable by Seller or AMG to any officer or key employee; (h) Any loan or advance by or to Seller or AMG or any increase in indebtedness for borrowed money or capitalized leases of Seller or AMG, except in the ordinary course of business; (i) Any cancellation by Seller or AMG of any material indebtedness owing to either of them or any cancellation or settlement by Seller or AMG of any material claims against others; (j) Any sale, assignment or transfer by Seller or AMG of any material patent, trademark, tradename, copyright, license, franchise, certificate, permit or other intangible asset; 21 (k) Any acceleration, termination, modification or cancellation of any agreement, contract, lease or license involving more than $5,000 to which Seller or AMG is a party or by which Seller or AMG is bound; (l) Any delay or postponement of the payment of accounts payable or other liabilities of Seller or AMG outside the ordinary course of business; (m) Any loan or other transaction between Seller or AMG, on the one hand, and any director, officer or stockholder of Seller or AMG on the other; (n) Any transaction of any kind involving Seller or AMG not in the ordinary and usual course of business, except as otherwise provided in this Agreement; (o) Any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of Seller or AMG; (p) Any repurchase, redemption or other acquisition by Seller or AMG of any outstanding shares of capital stock or other securities of, or other ownership interests in, Seller or AMG; (q) Any amendment of any term of any outstanding securities of Seller or AMG; (r) Any material reduction in the amounts of coverages provided by existing malpractice, casualty and liability insurance policies with respect to the business of Seller or AMG; (s) Any new, or any amendment to or alteration of any existing bonus, incentive compensation, severance, stock option, stock appreciation right, pension, matching gift, profit-sharing, employee stock ownership, retirement, group insurance, death benefit or other fringe benefit plan, arrangement or trust agreement adopted or implemented by Seller or AMG; or (t) Any litigation commenced by or against Seller or AMG, including a voluntary or involuntary petition under the Bankruptcy Code up to 91 days after the Closing Date, nor any assignment nor repossession for the benefit of any creditor of Seller or AMG. (u) Any commitment by Seller or AMG to any of the foregoing. 22 SECTION 2.22 NO BROKER Except for fees and expenses payable to Branch Cabell (which are the sole responsibility of Seller), no agent or broker or other person acting pursuant to authority of Seller or AMG is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement. SECTION 2.23 OFFICERS AND DIRECTORS The officers and directors of Seller and AMG are as listed in Schedule 2.23 ------------- attached hereto. SECTION 2.24 FAIR CONSIDERATION In the opinion of the management of Seller, the Purchase Price and other consideration received by Seller is at least equal to the fair market value of the Subject Assets and Business of the Clinics being transferred to Purchaser in this transaction. SECTION 2.25 TRADE NAMES AND NON-APPLICABILITY OF BULK SALES LAW To the best of Seller's knowledge, Schedule 2.25 hereto sets forth all ------------- business names and addresses used by Seller and AMG within the past five (5) years. Except as set forth in Schedule 2.25, the Seller and AMG have always ------------- conducted their respective businesses only under their proper corporate names. Except as set forth in Schedule 2.25, Seller and AMG have never operated under ------------- or used an assumed or fictitious name. Neither Seller nor AMG has ever received notice that the manner in which it conducts its business conflicts with any rights of third parties to trade names, trademarks, trademark applications, trademark registrations, trademark licenses or sublicenses, service marks, service mark applications, service mark registrations, service mark licenses or sublicenses, copyrights, copyright applications, copyright registrations, copyright licenses or sublicenses, patents, patent applications or patent licenses or sublicenses. Purchaser's use of the marks "AmHealth" and "AmHealth Network" will not subject Purchaser to any claim from third parties. Seller and AMG shall not use any other business name or address from the date of this Agreement through the Closing Date. Schedule 2.25 also contains ------------- (i) all locations (including county and judicial districts) of the Subject Assets and Seller's and AMG's places of business and chief executive offices. The transaction described in this Agreement and the P.C. Agreement are not subject to the bulk sales law of California or any other state. 23 SECTION 2.26 ARMS LENGTH TRANSACTIONS All transactions by the Seller and AMG with outside parties have been conducted on an arms length basis. Except as set forth in Schedule 2.26 the ------------- directors, stockholders and officers of Seller and AMG (including their immediate families and affiliates) have not since January 1, 1995 had any material direct or indirect ownership of, or a profit participation in, any outside business enterprise with which the Seller or AMG had significant purchases, sales or business dealings. SECTION 2.27 OTHER LIABILITIES OF SELLER Seller shall retain all of its liabilities other than the Assumed Liabilities (the "Retained Liabilities"). Seller represents and warrants that Schedule 2.27 attached hereto contains a list of all Retained Liabilities, - ------------- however, Seller's failure to include on Schedule 2.27 any particular liability ------------- that is not an Assumed Liability (a) shall not change the nature of such liability and it shall remain a Retained Liability; and (b) shall not create any obligation on the part of CORE, Purchaser, or New P.C. for payment of that Retained Liability. Seller shall apply the Purchase Price to payment of its Retained Liabilities and Seller shall use its best efforts to enter into binding agreements with each creditor of Seller, pursuant to which all liabilities of Seller to its creditors (other than the Assumed Liabilities) shall be discharged no later than the Closing Date. Purchaser shall have no liability whatsoever for any of the Retained Liabilities, whether pursuant to this Agreement or otherwise. No liabilities of AMG shall be assumed by Purchaser, CORE or New P.C. except as expressly described in the Professional Corporation Asset Purchase Agreement among New P.C., AMG and Seller. SECTION 2.28 BOARD OF DIRECTORS APPROVAL The Board of Directors of Seller has duly authorized the execution, delivery and performance of this Agreement by Seller. The Board of Directors of AMG has duly authorized the execution, delivery and performance of the P.C. Agreement by AMG. SECTION 2.29 DISCLOSURE; EFFECT OF TRANSACTION Neither this Agreement nor any statement, list or certificate furnished or to be furnished by Seller or AMG or their representatives to Purchaser or CORE pursuant hereto or in connection with this Agreement, the P.C. Agreement or any of the transactions contemplated thereby, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances 24 in which they are made, not misleading. There is no fact regarding Seller, AMG or their respective prospects which CORE, Purchaser or New P.C. would reasonably consider material in making a decision with respect to the purchase of the Subject Assets or the P.C. Assets which has not been disclosed to CORE or Purchaser in this Agreement, including the Schedules and Exhibits hereto. No creditor, employee, consultant, client or other customer or other person having a material business relationship with Seller, AMG or any of the Clinics or Staffings has informed Seller or AMG, and neither Seller nor AMG has knowledge or is otherwise aware, that such person or entity intends to change the relationship because of the purchase and sale of the Subject Assets and the P.C. Assets as contemplated hereby, which change would have a material adverse effect on the Business or the Clinics or Staffings. SECTION 2.30 SUPPLEMENTAL DISCLOSURE Seller shall have the continuing obligation through the Closing to promptly supplement or amend the Schedules and Exhibits hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in such Schedules or Exhibits; provided, however, that for the purpose of the rights and obligations of the parties hereunder, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly so agreed to in writing by Purchaser and CORE. SECTION 2.31 REPRESENTATIONS AND WARRANTIES AT CLOSING On the Closing Date, all of the representations and warranties of Seller contained in this Agreement will be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of the Closing Date, except for changes contemplated or permitted by this Agreement. SECTION 2.32 SURVIVAL OF REPRESENTATIONS The representations and warranties of the Seller contained in this Agreement and any Ancillary Documents shall survive the Closing hereunder, notwithstanding any investigation which may be made by or on behalf of Purchaser or CORE. SECTION 2.33 ENVIRONMENTAL MATTERS Seller and AMG are in compliance with, have not violated and have no knowledge of any potential future violation of, nor is there any liability or obligation arising under, any law, ordinance, rule, regulation, order, decree, notice, plan, demand letter or other mandate or 25 prescription, whether past or current, of any federal, state, local or foreign governmental authority (each an "Environmental Law"), including, without limitation, the California Occupational Safety and Health Act of 1973, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, relating to any contaminant, contamination or protection of the environment or environmental health and safety, including without limitation, any Environmental Law relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of any element, substance, compound or mixture (including any waste or break-down product thereof), whether solid, liquid or gaseous, that has been or is subject to any Environmental Law, or the presence, existence or threat of which shall at any time give rise, under any theory at law or in equity to liability, whether under any Environmental Law or otherwise. ARTICLE III REPRESENTATIONS AND WARRANTIES OF CORE CORE hereby represents and warrants to Seller that: SECTION 3.1 ORGANIZATION CORE is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; and has the power and authority to conduct all of the activities conducted by it and to own or lease all of the assets owned or leased by it. CORE is qualified as a foreign corporation in all states and jurisdictions in which such qualification is required, except where the lack of such qualification would not materially and adversely affect the ability to do business or the financial condition of CORE. Complete and correct copies of the Articles of Organization and Bylaws, including in each case all amendments thereto, of CORE have been made available to Seller. SECTION 3.2 AUTHORIZATION OF TRANSACTION CORE has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof. This Agreement is valid, binding and enforceable against CORE in accordance with its terms. 26 SECTION 3.3 BROKER No agent or broker or other person acting pursuant to authority of CORE is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement. SECTION 3.4 BOARD OF DIRECTORS APPROVAL The Board of Directors of CORE has duly authorized the execution and delivery and performance of this Agreement by CORE. SECTION 3.5 CORE SEC FILINGS CORE has since October 18, 1991 filed all proxy statements, schedules and reports required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act (collectively, the "CORE SEC Filings"). CORE has made available to Seller and AMG the following CORE SEC Filings: its annual report on Form 10-K for its fiscal year ended December 31, 1994 and December 31, 1995; its quarterly reports on Form 10-Q for its fiscal quarters ended March 30, 1995, June 30, 1995 and September 30, 1995; its proxy statements relating to meetings of the stockholders of CORE held in 1995; and its Forms 8-K dated March 24, 1995 and October 2, 1995. None of the CORE SEC Filings contained, as of its date, any untrue statement of material fact or any omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 3.6 DISCLOSURE Neither this Agreement nor any statement, list or certificate furnished or to be furnished to Seller by or on behalf of CORE pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they are made, not misleading. SECTION 3.7 REPRESENTATIONS AND WARRANTIES AT CLOSING On the Closing Date, all of the representations and warranties of CORE contained in this Agreement will be true and correct in all material respects at and as of the Closing Date with the 27 same force and effect as though made at and as of the Closing Date, except for changes contemplated or permitted by this Agreement. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller that: SECTION 4.1 ORGANIZATION Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and has the power and authority to conduct all of the activities conducted by it and to own or lease all of the assets owned or leased by it. Purchaser is qualified as a foreign corporation in all states and jurisdictions in which such qualification is required, except where the lack of such qualification would not materially and adversely affect the ability to do business or the financial condition of Purchaser. A complete and correct copy of the Certificate of Incorporation and the Bylaws of Purchaser has been made available to Seller. SECTION 4.2 AUTHORIZATION OF TRANSACTION Purchaser has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof, and this Agreement is valid, binding and enforceable against Purchaser in accordance with its terms. SECTION 4.3 BROKER No agent or broker or other person acting pursuant to authority of Purchaser is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement. SECTION 4.4 BOARD OF DIRECTORS APPROVAL The Board of Directors of Purchaser has duly authorized the execution and delivery and performance of this Agreement by Purchaser. SECTION 4.5 DISCLOSURE 28 Neither this Agreement nor any statement, list or certificate furnished or to be furnished to Seller by or on behalf of Purchaser pursuant hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they are made, not misleading. SECTION 4.6 REPRESENTATIONS AND WARRANTIES AT CLOSING On the Closing Date, all of the representations and warranties of Purchaser contained in this Agreement will be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of the Closing Date, except for changes contemplated or permitted by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS OF SELLER Seller covenants and agrees as follows: SECTION 5.1 OPERATION OF BUSINESS Seller and AMG will each, subsequent to the date hereof and prior to the Closing Date: (a) Continue in all material respects to conduct its business, maintain its assets, carry on its business practices and keep its books of account, records and files in the ordinary course of business; (b) Use its best efforts to preserve the good will of its suppliers and customers and others having business relations with it; (c) Use its best efforts to continue the employment of key personnel (except as otherwise permitted by CORE in writing); (d) Pay and perform all of its debts, obligations and liabilities as and when due under all leases, agreements, contracts and other commitments to which it is a party in accordance with the terms and provisions thereof; and (e) Comply in all material respects with all laws and/or other governmental or other regulations that may be applicable to its business. 29 SECTION 5.2 NEGATIVE COVENANTS Seller and AMG will not, pending the Closing, without the express written consent of CORE, (a) Except as set forth in Section 5.4, enter into any lease, agreement, contract or other commitment, whether written or oral, other than any commitment for the purchase of inventory or supplies or for the furnishing of services, in each case entered into in the ordinary and regular course of such corporation's business and not of unusual size or duration; (b) Make any change in its corporate charter or its bylaws; (c) Sell, assign, lease or otherwise transfer or dispose of or encumber any property (real or personal) or equipment constituting the Subject Assets, except for replacement of any worn-out equipment in the ordinary and usual course of business; (d) Merge or consolidate with or into any other corporation or entity; (e) Except as set forth in Section 5.4, grant any options, warrants or other rights to purchase or obtain any of its capital stock, or issue, sell or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants and other rights currently outstanding); (f) Declare, set aside or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or except as set forth in Section 5.4, redeem, repurchase or otherwise acquire any of its capital stock; (g) Except as set forth in Section 5.4, issue any note, bond or other debt security or create, incur, assume or guarantee any indebtedness for borrowed money or capitalized lease obligation outside the ordinary course of business; (h) Make any capital investment in, make any loan to, or acquire the securities or assets of any other person or entity; (i) Make any change in employment terms for any of its directors, officers or employees (except as otherwise permitted by CORE in writing); 30 (j) Except as set forth in Section 5.4, conduct its business or take any other action otherwise than in the ordinary and usual course of business; or (k) Except as set forth in Section 5.4, incur any additional indebtedness for borrowed money, except with the written consent of CORE; (l) Except as set forth in Section 5.4, amend or change the period of exercisability or accelerate the exercisability of any outstanding options or warrants to acquire shares of capital stock; (m) Enter into any transaction that would require the Registration Statement to be delayed or substantially revised under circumstances which would in the reasonable judgment of CORE or CORE's underwriter delay the occurrence of the Closing Date beyond the date specified in Section 1.5; and (n) Agree or commit to any of the foregoing. 31 SECTION 5.3 NO BREACHES OF REPRESENTATIONS AND WARRANTIES Seller and AMG will not take any action which would cause or constitute a breach, or would, if it had been taken immediately prior to the date hereof, have caused or constituted a breach, of any of the representations and warranties of Seller set forth herein. Seller and AMG will, in the event of, and promptly after the occurrence of or the impending or threatened occurrence of, any event which would cause or constitute a breach or would, if it had occurred immediately prior to the date hereof, have caused or constituted a breach of any of the representations and warranties of Seller set forth herein, give detailed notice to CORE; and Seller will use its best efforts (and cause AMG to use its best efforts) to prevent or promptly to remedy such breach. SECTION 5.4 PERMITTED FINANCINGS AND REFINANCINGS Seller shall be permitted to obtain financing and refinance its existing debt, including issuing shares of Seller's capital stock or options or warrants for the purchase of shares of Seller's capital stock, provided (a) such financing, refinancing and issuances do not hinder, prevent or delay, directly or indirectly, Seller's and AMG's ability (i) to transfer good and marketable title to the Subject Assets and P.C. Assets, free and clear of all liens, restrictions and encumbrances; and (ii) to otherwise fulfill all Seller's obligations, covenants and agreements under this Agreement; and (b) Seller keeps CORE and Purchaser fully informed of such financing, refinancing and issuances and Seller complies with Section 2.30 hereof (Supplemental Disclosure). SECTION 5.5 ACCESS TO INFORMATION Seller will give to CORE and its representatives, from and after the date of execution of this Agreement, full access during normal business hours to all of the properties, books, contracts, documents and records of Seller and AMG, and will furnish to CORE and its representatives all additional financial statements, all information with respect to Seller's and AMG's business affairs and copies of all relevant contracts and other documents which CORE, Purchaser or New P.C. may reasonably request. SECTION 5.6 EMPLOYEE CERTIFICATES Seller will use its best efforts to obtain and deliver or cause to be delivered to Purchaser at the Closing the certificate of each officer, director and employee of Seller and AMG to the effect that he or she has no claims of any kind against Seller or AMG, except for his or her unpaid salary with respect to the month in which the Closing occurs as accrued to the Closing, and stating the amount thereof. A form of Employee Certificate is attached hereto as Exhibit H. --------- 32 SECTION 5.7 MAINTENANCE OF BUSINESS ORGANIZATION Seller will use its best efforts until the Closing to preserve its business organizations and AMG business organization intact, and to preserve the relationships of Seller and AMG with employees, suppliers, customers, landlords and others, all to the end that the going business of Seller and AMG will be unimpaired at the Time of Closing. SECTION 5.8 FINANCIAL STATEMENT ITEMS Seller shall operate the business of Seller so that as of the Closing Date, the Subject Assets and the P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities (as each is set forth on a properly prepared Closing Balance Sheet) is at least $1,750,000. Consistent with Section 1.2, for the purposes of the foregoing calculation the Capital Improvements Loan shall be included in the Assumed Liabilities and the assets acquired by Seller with the proceeds from the Capital Improvements Loan shall be included in the Subject Assets. SECTION 5.9 MAINTENANCE OF INSURANCE AND PROPERTIES Seller will cause the existing liability and property damage, fire, casualty, medical malpractice and other insurance of Seller and AMG described in Schedule 2.9 to be continued in force up to and through the Time of Closing. - ------------ Seller shall maintain its properties and operations (and shall cause AMG to maintain its properties and operations) in good repair and operating conditions until the Time of Closing. SECTION 5.10 EXCLUSIVITY Neither Seller, nor any of its respective officers, directors or stockholders, will (a) solicit, initiate or encourage the submission of any proposal or offer relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets of, the Seller or AMG, or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person or entity to do or seek any of the foregoing. In the case of any inquiry or contact from a party or parties as to the possible acquisition of any stock or assets of Seller or AMG, Seller and AMG will promptly advise such inquiring party or parties of the existence of this Agreement and the P.C. Agreement. Additionally, Seller will notify CORE and Purchaser immediately if any person or entity makes any proposal, offer, inquiry or contact with respect to any of the foregoing. 33 This Section 5.10 shall not obligate Seller or its directors or officers to breach any fiduciary duties; however, Seller agrees immediately to notify CORE and Purchaser of any unsolicited offers and to keep CORE and Purchaser fully informed on a timely basis of Seller's proposed response and actual response to any unsolicited offers. If, during the term of this Agreement, Seller shall receive an unsolicited offer to acquire its assets or stock, Seller shall be permitted hereunder to forward, and no more, such offer to its shareholders, provided Seller agrees to immediately notify CORE and Purchaser and to keep CORE and Purchaser fully informed as described in the foregoing sentence. Such unsolicited offer(s) shall not relieve Seller of its obligations to CORE and Purchaser, set forth below. SECTION 5.11 [RESERVED] SECTION 5.12 MONTHLY FINANCIAL STATEMENTS; AUDITED FINANCIAL STATEMENTS (a) Monthly Financial Statements. On the 20th day of each month, ---------------------------- beginning May 20, 1996, Seller shall deliver to CORE a balance sheet and related statements of operations and retained earnings and cash flows for each of Seller and AMG for the interim period ending at the end of the prior month, which financial statements shall not reflect any material adverse change in the financial condition or liabilities of Seller or AMG. Such financial statements, when delivered to CORE, shall be in accordance with the books and records of Seller and AMG, will be complete and correct in all material respects and fairly present the financial position of Seller and AMG as of the dates therein indicated and the results of the operations of Seller and AMG for the periods so ended (subject to normal year end adjustments in the case of any interim financial statements for which full year financial statements have been delivered), all in conformity with GAAP. Seller has previously delivered to CORE financial statements for January and February 1996 as described in this Section 5.12(a), Seller shall deliver to CORE financial statements for March 1996 as described in this Section 5.12(a) on or before May 17, 1996. Notwithstanding the foregoing, the financial statements for April 1996 shall be delivered to CORE on or prior to June 4, 1996. (b) Audited Financial Statements. Seller shall cooperate with CORE in ---------------------------- making available and including in CORE's Registration Statement Seller's Audited Financial Statements (as defined in Section 2.4) and any other financial statements deemed necessary or appropriate by CORE in connection with CORE's disclosure obligations under the federal securities laws; provided that CORE shall reimburse Seller for reasonable audit fees related to any audit for any period after December 31, 1995. SECTION 5.13 BULK SALES LAW Seller shall indemnify and hold Purchaser and CORE harmless from any loss, cost or liability (including reasonable attorney's fees) incurred by Purchaser or CORE as a result of non- 34 compliance with any applicable bulk sales law, preferential transfer law, fraudulent conveyance law or similar law with respect to the transactions contemplated herein or with respect to the transactions described in the P.C. Agreement. 35 SECTION 5.14 ARRANGEMENTS WITH CREDITORS Seller shall negotiate acceptable arrangements with all of its creditors providing for a discharge of all Seller's Retained Liabilities to such creditors on or prior to the Closing Date. SECTION 5.15 NAME CHANGE At or before Closing, Seller shall change its corporate name from "AmHealth, Inc." to a name that does not contain any reference to "AmHealth" or any derivatives thereof. SECTION 5.16 P.C. ASSETS At Closing, Seller shall fully cooperate and cause all P.C. Assets of AMG to be transferred to New P.C. pursuant to the P.C. Agreement. SECTION 5.17 NON-COMPETITION; NON-SOLICITATION Seller hereby agrees that, from and after the Closing Date it shall not for a period of seven (7) years (a) serve, directly or indirectly, as an operator, owner, partner, consultant, officer, director or employee of any firm or corporation engaged in the occupational health care business within the State of California; (b) solicit or attempt to solicit, or accept business from, any entity which is a client or customer of Purchaser, AMG, New P.C. or CORE (including CORE's subsidiaries) or which at any time during the twelve-month period prior to the Closing Date, was a client or customer of any of the Clinics or Staffings, for the purpose of doing business with such client or customer in competition with Purchaser, AMG, New P.C. or CORE (including CORE's subsidiaries) (for the purpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the services of the Clinics and Staffings within the twelve-month period prior to the Closing Date); or (c) solicit, attempt to hire, or hire any employee or consultant of Purchaser (including Continuing Employees), New P.C. or CORE (including CORE's subsidiaries), or assist in such solicitation or hiring by any other person or entity, or encourage any employee or consultant of Purchaser (including Continuing Employees), New P.C. or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser, New P.C. or CORE. It is agreed that the remedy at law for any breach of the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted at law or in equity. In the event that this Section 5.17 shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time, over too large a geographic area or over too great a range of activities, this Section 5.17 shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it can be enforceable. Nothing herein contained shall prevent Seller from holding or making an 36 investment in securities listed on a national securities exchange or sold in the over-the-counter market, provided such investments do not exceed in the aggregate one percent (1%) of the issued and outstanding capital stock of a corporation which is a competitor within the meaning of this Section 5.17. Nothing herein is intended to restrict the operations of Seller at the Sacramento Clinic or the Minnesota Operations, provided such operations do not materially change or expand into the territory or client base described in this Section 5.17. SECTION 5.18 SELLER STOCKHOLDERS MEETING Seller will take all steps necessary to hold a meeting of its stockholders as promptly as practicable after the date hereof, but in no event later than forty-five (45) days thereafter (the "Seller Stockholders Meeting"), for the purpose of considering approval of the principal terms of this Agreement (including corporate name change), and the Board of Directors of Seller will, subject to its fiduciary duties, recommend to such stockholders such approval and adoption hereof. Seller represents and warrants that the stockholders of Seller who own in the aggregate at least a majority of Seller stock will vote in favor of approval and adoption of this Agreement. In connection with the Seller Stockholders Meeting, Seller will duly solicit, in compliance with all applicable legal requirements, the vote of the stockholders of Seller approving the transactions contemplated by this Agreement. In lieu of the Seller Stockholders Meeting, Seller may, pursuant to Delaware corporate law, obtain requisite stockholder approval of the principal terms of this Agreement by written consent of stockholders in lieu of meeting. SECTION 5.19 REPRESENTATIONS AND AGREEMENT WITH RESPECT TO REGISTRATION STATEMENT Seller agrees to provide information to CORE and otherwise to assist CORE with respect to disclosures concerning Seller and AMG to be included in the Registration Statement referred to in Section 6.2, below. None of the information that Seller or AMG will supply specifically for use in the Registration Statement, whether prior to or after the execution of this Agreement, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. All information set forth in the Registration Statement furnished by Seller or AMG relating to Seller or AMG, (i) to the extent required, will comply with and be prepared in accordance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances under which they are made. 37 There will be no fact regarding Seller, AMG or their prospects which any investor would consider material in making a decision with respect to the transactions contemplated hereby, which will not be disclosed by Seller and AMG in the Registration Statement. Seller agrees that the indemnification provisions of Article VII hereof shall apply to the information set forth in the Registration Statement. SECTION 5.20 BEST EFFORTS Seller will use its best efforts to effectuate the transactions hereby contemplated, to perform all the covenants and agreements contained herein and to fulfill the conditions of CORE's and Purchaser's obligations under this Agreement. ARTICLE VI ADDITIONAL AGREEMENTS OF CORE SECTION 6.1 CORE'S FINANCING TO SELLER (a) $1,000,000 Financing. CORE shall loan up to $1,000,000 to Seller to -------------------- be used by Seller to effect the terms of this Agreement (the "$1,000,000 Financing"), provided CORE has consented to such uses (which consent shall not be unreasonably withheld), and further provided that at least $150,000 of the $1,000,000 Financing shall be used for costs (such as professional fees) associated with the transactions contemplated by this Agreement. Seller acknowledges that $1,000,000 of the $1,000,000 Financing was advanced to Seller on January 11, 1996 ($500,000), February 9, 1996 ($250,000) and March 15, 1996 ($250,000). (b) Capital Improvements Loan. CORE, in its discretion, shall loan up to ------------------------- $500,000 to Seller prior to Closing to be used only for capital improvements for expansion of the Clinics in anticipation of Closing (the "Capital Improvements Loan"). Seller agrees to promptly use the funds from the Capital Improvements Loan solely in the manner requested by CORE. (c) General Provisions. At CORE's request, and to evidence Seller's ------------------ borrowings under the Capital Improvements Loan and the $1,000,000 Financing, Seller shall execute and deliver to CORE secured floating rate promissory note(s) substantially in the form of the Secured Floating Rate Promissory Note dated January 11, 1996, previously executed by Seller and delivered to CORE. Seller's borrowings under the Capital Improvements Loan and the $1,000,000 Financing shall be secured by the assets of Seller pursuant to the Loan and Security Agreement dated January 38 11, 1996 by and between CORE and Seller. Seller shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as CORE may request to more completely vest in and assure to CORE its rights under the Capital Improvements Loan and the $1,000,000 Financing or in any of the related security interests. (d) Replacement Financing. Notwithstanding any advances of funds by CORE ---------------------- to Seller under the $1,000,000 Financing or the Capital Improvements Loan, Seller acknowledges and agrees that CORE prefers for such loans and financing to be from a financial institution. Accordingly, at CORE's request, Seller shall use its best efforts to obtain loans or lines of credit from Silicon Valley Bank ("SVB") in lieu of CORE's advancing funds to Seller under the Capital Improvements Loan and the $1,000,000 Financing. Funds obtained by Seller from SVB shall be used to repay Seller's outstanding obligations to CORE and thereafter be used for the purposes of the $1,000,000 Financing and the Capital Improvements Loan. If SVB's financing is on reasonable commercial terms, Seller agrees to accept the financing from SVB in lieu of or to replace the Capital Improvements Loan and the $1,000,000 Financing notwithstanding the fact that the terms and conditions of SVB's financing of the $1,000,000 Financing or the Capital Improvements Loan may be less favorable to Seller than the terms and conditions of CORE'S financings. To assist Seller in obtaining financing from SVB, CORE will guarantee to SVB repayment of such loans by Seller in amounts up to $1,000,000 and $500,000 (the "Guaranty"), respectively. Terms and conditions of CORE's Guaranty shall include acceptable security interests in Seller and AMG assets granted to CORE (or other security or agreements satisfactory to CORE) for the Guaranty and termination of the Guaranty at Closing or within six months after the termination of this Agreement (or upon any Significant Transaction involving Seller (as defined in Section 10.2), if earlier). Notwithstanding the Guaranty, CORE shall not assume and shall have recourse to Seller with respect to Seller's liabilities with pursuant to Seller's borrowings from SVB related to the Guaranty. SECTION 6.2 REGISTRATION STATEMENT As soon as reasonably practicable after the date hereof, CORE shall prepare and file with the Commission, pursuant to the Securities Act, a registration statement on Form S-1 (the "Registration Statement"). The Registration Statement shall include shares of CORE Common Stock to be issued and sold pursuant to a proposed underwritten public offering of CORE's common stock (the "Underwritten Public Offering"). 39 CORE will advise Seller after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the CORE common stock issuable in connection with this Agreement for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or for additional information. CORE may abandon its efforts with respect to the Underwritten Public Offering, the Registration Statement or the transactions contemplated hereby in the event that (i) the average closing price of CORE common stock, as quoted on the NASDAQ-National Market System, is below $8.50 for any ten (10) day period after the date of this Agreement; or (ii) CORE's underwriter advises CORE that the price per share of CORE's common stock in the Underwritten Public Offering may be less than $8.50 per share. SECTION 6.3 RESERVED SECTION 6.4 EMPLOYMENT ARRANGEMENTS AND EMPLOYEE BENEFITS (a) Purchaser shall offer employment, commencing as of the Closing Date, to all employees listed on Schedule 2.12 with such changes in the ordinary ------------- course of business of which Seller notifies Purchaser (other than those employees listed on Schedule 6.4, including Purchaser's revisions thereto at or ------------ prior to Closing); provided, however, Purchaser reserves the right to make changes to the wages, salary, benefits, hours and conditions of such employees. Those employees who shall accept said offer of employment with Purchaser and who shall actually commence active employment with Purchaser shall collectively be referred to as the "Continuing Employees". (b) Unless expressly listed on Schedule 1.2 as an Assumed Liability, ------------ Seller shall retain responsibility for any hospital, medical, dental, life insurance, disability, workers' compensation or other employee welfare benefit plan premiums accrued for coverage prior to the Closing Date, as well as all liability under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), if any. Hospital, medical, dental, life insurance, disability, workers' compensation and other employee welfare benefit plans listed on Schedule 2.13 for which premiums will be accrued for coverage of the Continuing - ------------- Employees on or after the Closing Date shall be the responsibility of Purchaser. Unless expressly listed as an Assumed Liability, Seller shall remain responsible for paying all unpaid vacation, sick-leave or other time-off pay accrued by all employees through the Closing Date and any COBRA liabilities or obligations. To the extent Purchaser elects to continue employee benefits listed on Schedule -------- 2.13 for the Continuing Employees after the Closing Date, Seller shall and shall - ---- cause AMG to fully cooperate with Purchaser in the transfer of such plans and benefits. 40 (c) Unless expressly listed as an Assumed Liability, Seller shall pay to all Continuing Employees all benefits accrued to such employees prior to the Closing Date (including, without limitation, vacation pay and time-off pay) as soon as practicable after Closing, but in no event more than fourteen (14) days after Closing. (d) No provision of this Section 6.4 shall create any third-party- beneficiary rights in any employee or former employee (including any beneficiary thereof) of Seller, Purchaser AMG or New P.C. SECTION 6.5 NO BREACHES OF REPRESENTATIONS AND WARRANTIES Between the date hereof and Closing, CORE will not take any action which would cause or constitute a breach, or would, if it had been taken immediately prior to the date hereof, have caused or constituted a breach, of any of the representations and warranties of CORE set forth herein. CORE will, in the event of, and promptly after the occurrence of or the impending or threatened occurrence of, any event which would cause or constitute a breach or would, if it had occurred immediately prior to the date hereof, have caused or constituted a breach of any of the representations and warranties of CORE set forth herein, give detailed notice to Seller; and CORE will use its reasonable best efforts to prevent or promptly to remedy such breach. SECTION 6.6 BEST EFFORTS CORE will use its reasonable best efforts to effectuate the transactions hereby contemplated, to perform all of the covenants and agreements contained herein, and to fulfill the conditions of Seller's obligations under this Agreement. ARTICLE VII INDEMNITY BY THE SELLER; ESCROW SECTION 7.1 INDEMNIFICATION Seller hereby agrees to indemnify, defend, save and hold CORE, Purchaser and New P.C. and their subsidiaries and affiliates, and any person serving as an officer, director, employee, independent contractor, agent or counsel (each of the foregoing being referred to herein as an "Indemnified Party") harmless from and against, and will reimburse each Indemnified Party for all losses, liabilities, costs, damages, assessments, taxes, judgments, deficiencies and expenses of any nature whatsoever (including reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) incurred by an Indemnified Party which shall arise out of or result from or constitute any breach of any representation, warranty, covenant or agreement of Seller or AMG 41 in this Agreement, the P.C. Agreement, the Registration Statement, or in any certificate, schedule or exhibit delivered pursuant hereto or thereto, and for any undisclosed liabilities of Seller or AMG incurred prior to the Closing Date. Seller hereby releases AMG from any obligation of contribution, indemnity or the like relating to any claims under this Article VII. The amount of the indemnity to which an Indemnified Party shall be entitled hereunder shall be measured by the sum of (a) the amount of cash required to restore the circumstances or condition which constitutes the breach of any such representation, warranty, covenant or agreement or non-fulfillment of any such obligation to what it would have been on the Closing Date had such breach or non-fulfillment not occurred, and (b) all reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding relating thereto. SECTION 7.2 DETERMINATION OF LIABILITY In the event that at any time or from time to time, CORE shall determine that an Indemnified Party is entitled to indemnification under Section 7.1 hereof, CORE shall give written notice to Seller specifying the cause and the amount of such claim. Seller may object to the claim by delivering written notice thereof to CORE within twenty (20) days after receipt of CORE's written notice. Failure on the part of Seller so to object shall constitute an acceptance of CORE's claim and if the amount to which an Indemnified Party is entitled is not paid by Seller within thirty (30) days of such determination, then CORE shall have the right to satisfy all or part of such indemnification obligations of Seller by offset against the Escrow described in Section 7.5. In the event such claim exceeds the amount then held in Escrow, or the Escrow has previously been paid, or the Escrow is otherwise insufficient to fully satisfy such claim, Seller shall be liable to CORE for payment of such claim. In the event that Seller shall so object and CORE and Seller shall fail to reach an agreement as to the entitlement of an Indemnified Party to indemnification or the amount thereof within sixty (60) days after the written notice by Seller objecting to the claim, then so much of the matter as may be in dispute shall be submitted to the American Arbitration Association in Boston, Massachusetts for settlement in accordance with its Rules of Commercial Arbitration, and the decision as to the disputed matter rendered by the arbitrator or arbitrators shall be binding on all parties to this Agreement. CORE, Purchaser and Seller shall act upon such award in like manner as though it constituted an agreement reached between the parties. The Indemnified Party and Seller shall each bear the cost of their respective expenses and shall each pay fifty percent (50%) of the arbitrators' charges. SECTION 7.3 DEFENSE OF CLAIMS 42 After receipt by CORE or Purchaser of notice of the existence of any claim made or threatened by a third party to which the indemnification obligations hereunder apply, CORE shall give written notice thereof to Seller, but the omission to so notify Seller will not relieve Seller from any liability except to the extent that Seller shall have been materially prejudiced as a result of the failure in giving timely notice. Such notice shall state the information then available regarding the amount and nature of such claim and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. If within ten (10) days after receiving such notice, Seller gives written notice to CORE stating that it disputes and intends to defend against such claim at Seller's own cost and expense (subject to the consent of CORE, which consent shall not be unreasonably withheld), provided Seller's counsel in such defense is acceptable to CORE, then CORE shall make no payment on such claim as long as Seller is conducting a good faith and diligent defense thereof. Notwithstanding anything herein to the contrary, CORE shall at all times have the right to fully participate in such defense at CORE's own expense directly or through counsel. If no timely notice of intent to dispute and defend is given by Seller, or if such diligent good faith defense is not being or ceases to be conducted, after written notice to Seller and the failure of Seller to initiate or conduct such a defense within ten (10) days after such notice, CORE, at the expense of Seller, shall undertake the defense of such claim, liability or expense, and shall have the right to compromise or settle the same. If such claim, liability or expense is one that by its nature cannot be defended solely by Seller, then CORE Purchaser and New P.C. shall make available all information and assistance that Seller may reasonably request and shall cooperate with Seller in such defense, provided that Seller shall reimburse CORE and Purchaser for their costs and expenses in providing such assistance. SECTION 7.4 RECOURSE TO SELLER Any amounts offset against the Escrow shall in no way limit an Indemnified Party's rights in law or equity to recover from Seller in respect of any claims of an Indemnified Party not fully satisfied by such offsets. SECTION 7.5 ESCROW At Closing, $390,000 of the Purchase Price otherwise payable to Seller hereunder shall be placed in escrow with Small, White & Marani, as escrow agent (the "Escrow Agent"), as security for Seller's indemnification obligations hereunder (the "Escrow"). The Escrow shall not be a limit to Seller's indemnification obligations and the Escrow, less the amount of any then outstanding claims asserted by Purchaser, CORE or New P.C. pursuant to Sections 7.2 or 7.3, shall be distributed to Seller six months from the Closing Date. The Escrow shall be subject to the Escrow Agreement in the form attached hereto as Exhibit F. During the term of the Escrow Agreement, Purchaser and Seller shall - --------- give written notice to Escrow Agent when a claim has been asserted. 43 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement on the terms and conditions contained herein shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which may be waived in whole or in part by Seller but only in a writing signed by Seller: SECTION 8.1 REPRESENTATIONS AND WARRANTIES The representations and warranties of CORE and Purchaser contained in this Agreement shall be true and correct as of the date hereof and at and as of the Closing Date, and all of the representations and warranties of CORE and Purchaser contained in the Ancillary Documents shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date. SECTION 8.2 COMPLIANCE BY CORE AND PURCHASER CORE and Purchaser shall have performed and complied with all agreements and conditions on their part required by this Agreement to be performed or complied with prior to or at the Closing Date. SECTION 8.3 CLOSING CERTIFICATES Seller shall have received certificates of CORE and Purchaser executed by the President and Chief Financial Officer of each corporation dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 8.1 and 8.2 of this Article VIII and such other evidence with respect to the fulfillment of any said conditions as Seller may reasonably request upon reasonable prior notice. SECTION 8.4 RESERVED SECTION 8.5 LEGAL OPINION Seller shall have received an opinion of Rich, May, Bilodeau & Flaherty, P.C., counsel for CORE and Purchaser, dated the Closing Date, reasonably satisfactory in form and substance to counsel for Seller, substantially to the effect as set forth on Exhibit F. --------- 44 Such opinion shall cover such related matters as Seller may reasonably require, and may contain customary assumptions and exceptions. SECTION 8.6 CERTIFIED RESOLUTIONS CORE and Purchaser shall have furnished to Seller certified resolutions of their respective Boards of Directors duly and legally authorizing the execution, delivery and performance of this Agreement by CORE and by Purchaser, and such other documentation as Seller shall reasonably request. ARTICLE IX CONDITIONS TO OBLIGATIONS OF CORE AND PURCHASER The obligations of CORE and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which may be waived in whole or in part by CORE and Purchaser but only in a writing signed by CORE and Purchaser: SECTION 9.1 REPRESENTATIONS AND WARRANTIES The representations and warranties of Seller contained in this Agreement shall be true and correct as of the date hereof and at and as of the Closing Date in all material respects, and all of the representations and warranties of Seller contained in the Ancillary Documents shall be true in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date. SECTION 9.2 COMPLIANCE BY SELLER AND AMG Seller and AMG shall have performed and complied with all agreements, covenants and conditions on their part required by this Agreement and the P.C. Agreement to be performed or complied with prior to or at the Closing Date. SECTION 9.3 CLOSING CERTIFICATE CORE and Purchaser shall have received a certificate of Seller, executed by the President and Chief Financial Officer of Seller, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 9.1 and 9.2 of this Article IX, and such other evidence with respect to the fulfillment of any said conditions as CORE or Purchaser may reasonably request upon reasonable prior notice. 45 SECTION 9.4 LEGAL OPINION CORE and Purchaser shall have received an opinion of Small, White & Marani, counsel for Seller and AMG, dated the Closing Date, reasonably satisfactory in form and substance to counsel for CORE, substantially to the effect as set forth on Exhibit E. --------- Such opinion shall cover such related matters as CORE or Purchaser may reasonably require, and may contain customary assumptions and exceptions. SECTION 9.5 CERTIFIED RESOLUTIONS AND VOTES Seller shall have furnished CORE and Purchaser with certified resolutions and votes of their respective Board of Directors and stockholders duly and legally authorizing the execution, delivery and performance of this Agreement by Seller, and such other documentation as CORE or Purchaser may reasonably request. SECTION 9.6 NO LITIGATION Except as set forth on Schedule 2.17, between the date of this Agreement ------------- and the Closing Date, no suit or action or legal, administrative, arbitration or other proceeding shall have been instituted, or threatened, against Seller or AMG which could adversely affect the financial condition of Seller or AMG or the conduct of Seller's or AMG's business, nor shall any suit or action or legal, administrative, arbitration or other providing have been instituted, or threatened, against CORE or Purchaser involving any challenge or seeking damages or other relief in connection with the transactions contemplated hereby; provided however, claims, suits, actions or other proceedings involving amounts in the aggregate less than $75,000 shall not be a breach of this closing condition if Seller agrees to promptly settle such claim, suit, action or other proceeding with the proceeds of the Purchase Price. SECTION 9.7 PRESERVATION OF BUSINESS The going business of Seller and AMG and their business organizations and personnel shall have been preserved substantially intact and shall not have been materially impaired. Between the date of this Agreement and the Closing Date, the key employees and consultants of Seller and AMG shall have continued in the employ (or service) of Seller and AMG, Seller and AMG shall not have discontinued any lines of business or changed in any material respect the nature of their businesses from those existing on the date hereof. There shall have been no material adverse change in Seller or AMG since September 30, 1995. 46 SECTION 9.8 RELATIONSHIPS WITH CUSTOMERS The relations of Seller and AMG with their customers, patients, suppliers, employees and consultants, landlords and others shall have been preserved substantially intact and not materially impaired. SECTION 9.9 ADDITIONAL DOCUMENTATION; MONTHLY FINANCIAL STATEMENTS Seller and AMG shall have provided CORE and Purchaser with such additional documentation as CORE and Purchaser may reasonably request. CORE and Purchaser shall have received the monthly financial statements and the Audited Financial Statements of Seller and AMG as described in Section 5.12 hereof. SECTION 9.10 CORPORATE RECORDS There shall have been delivered to CORE and Purchaser the books and records of Seller as described in Section 1.1(a)(xii). SECTION 9.11 MAINTENANCE OF ASSETS At the Closing, Seller and AMG shall have good and marketable title to all of the Subject Assets and the P.C. Assets, including personal property, real estate and intellectual property, free and clear of all liens, mortgages, pledges and encumbrances. The properties, machinery and equipment of Seller and AMG shall have been maintained in good repair and operating condition, ordinary wear and tear excepted. SECTION 9.12 EMPLOYMENT AGREEMENTS; AGREEMENTS WITH EMPLOYEES AND CONSULTANTS Seller and AMG shall have each used its best efforts to assist Purchaser in entering into employment agreements (or consulting agreements) with certain key employees and consultants of Seller and AMG, as determined by CORE (including regional vice presidents, clinic directors and medical directors) including, without limitation, those employees and consultants set forth in Schedule 9.12. ------------- In lieu of new employment agreements (or consulting agreements), Seller and AMG may assign to Purchaser existing employment agreements (or consulting agreements) between Seller and AMG and certain of its key employees (or consultants), provided Purchaser approves the terms and conditions of such agreements. Seller and AMG shall have each used its best efforts to assist Purchaser in receiving from each continuing employee and key consultant of Seller and AMG a binding agreement, in form 47 substantially similar to Exhibit I hereto, which sets forth an acknowledgement --------- of CORE's policies concerning non-disclosure and an acknowledgment of Purchaser's ownership of the intellectual property of Seller and AMG being transferred to Purchaser pursuant to the transactions contemplated hereby. SECTION 9.13 NON-COMPETITION AGREEMENTS Seller and AMG shall have each used its best efforts to assist Purchaser in obtaining from Seller's and AMG's key employees and affiliates (including regional vice presidents, clinic directors and medical directors, but excluding practicing physicians with no management responsibilities and Steven Miracle), including, without limitation those employees, and affiliates listed on Schedule -------- 9.13, non-competition agreements with Purchaser and CORE, in a form acceptable - ---- to Purchaser and CORE, pursuant to which such persons will agree not to engage in competition with the business of Seller purchased by Purchaser or any business of CORE and its affiliated corporations within the geographical area of North America for a period of five (5) years. For physicians, such non- competition agreements shall permit the physicians to practice medicine outside a radius of twenty (20) miles from any Clinic or Staffings, provided that such practice is not in competition with the Clinics or Staffings. SECTION 9.14 CONSENTS Seller shall have delivered to CORE and Purchaser all consents of third parties required by any and all agreements or documents to which Seller or AMG are parties or are bound in order to give effect to the transactions contemplated hereby. Without limiting the generality of the foregoing, to the extent required or requested by CORE and Purchaser, such consents shall include consents of (a) the parties to the contracts and agreement listed on Schedule -------- 2.10; (b) the employees or consultants with whom Seller has contracts or - ---- agreements as listed on Schedule 2.10; (c) California Pacific Medical Center and -------- ---- for (d) creditors. There shall have been delivered to CORE Purchaser and New P.C. all assignments, deeds, bills of sale, insurance policies, contracts, leases, franchises, permits and all other documents pertaining to the Subject Assets and the P.C. Assets. SECTION 9.15 TRANSFER OF P.C. ASSETS TO NEW P.C. BY AMG All the P.C. Assets shall have been transferred from AMG to New P.C. pursuant to the P.C. Agreement. SECTION 9.16 PROCEEDINGS 48 All corporate or other proceedings taken or required to be taken in connection with the transactions contemplated hereby at or prior to the Closing Date and all documents incident thereto shall be reasonably satisfactory in form and substance to CORE and Purchaser and their counsel. SECTION 9.17 SUBJECT ASSETS AND ASSUMED LIABILITIES At Closing, the Subject Assets and the P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities (as each is set forth on a properly prepared Closing Balance Sheet) shall be $1,750,000, as determined in Section 1.2 hereof. In the event the Subject Assets and P.C. Assets minus the Assumed Liabilities and the P.C. Liabilities equal less than $1,750,000 as shown on the most recent properly prepared balance sheet delivered to CORE pursuant to Section 5.12 hereof, (such amount below $1,750,000 being referred to as the "Pre-Closing Balance Sheet Shortfall"), then Purchaser shall consummate the transaction and the Purchase Price shall be reduced by the amount equal to the Pre-Closing Balance Sheet Shortfall. SECTION 9.18 UNDERWRITTEN PUBLIC OFFERING CORE shall have completed and received the proceeds of an underwritten public offering of at least an additional 2,000,000 shares of its common stock at a price acceptable to CORE in its sole discretion, provided, however, that CORE shall have no obligation to consummate such underwritten public offering if in the judgment of CORE or its underwriter the price per share in such public offering may be less than $8.50. SECTION 9.19 REGISTRATION STATEMENT The Registration Statement shall have become effective, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. SECTION 9.20 "BLUE SKY" PERMITS CORE shall have received all state securities laws or "blue sky" permits and other authorizations and exemptions necessary to consummate the Underwritten Public Offering. SECTION 9.21 ACCOUNTANTS' COMFORT LETTERS Each of Ernst & Young of Boston and KPMG Peat Marwick LLP of Atlanta, Georgia and Arthur Anderson LLP shall have delivered comfort letters to CORE and Purchaser dated prior to the date of the effectiveness of the Registration Statement concerning the financial statements of 49 CORE and of Seller and AMG, respectively (including pro-forma financial statements), included in the Registration Statement, in form and content reasonably acceptable to CORE and Purchaser. SECTION 9.22 RESERVED SECTION 9.23 GOVERNMENTAL CONSENT AND APPROVALS; STATUTES, LICENSES, PERMITS, ETC. All statutory requirements for the valid consummation of the transactions contemplated by this Agreement and the P.C. Agreement shall have been complied with, including the receipt of all required authorizations, consents and approvals of federal and state governmental agencies and any necessary non- governmental regulatory entity. No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, issued, promulgated or enforced (or repealed, superseded or otherwise made inapplicable) by any court or governmental authority or any non-governmental regulatory entity which prohibits the consummation of the transactions contemplated by this Agreement or the P.C. Agreement. Purchaser and New P.C. shall have received or shall have been granted any and all necessary certificates, licenses, permits, authorities and franchises by the appropriate local, state and federal government agencies and any applicable non-governmental entity in order for Purchaser and New P.C. to conduct the business of the Clinics and Staffings (the "Permits and Licenses"). Seller and AMG shall cooperate and employ their best efforts to assist Purchaser and New P.C. in receiving the Permits and Licenses. SECTION 9.24 MEDICAL MALPRACTICE POLICY At or before Closing, Seller shall deliver to Purchaser and CORE a certificate of insurance from an insurance company acceptable to CORE evidencing the existence of the AMG's medical malpractice policy through the Closing Date (including "tail" coverage), together with a paid receipt from the insurance company evidencing payment in full of the insurance premium on the AMG's medical malpractice policy. SECTION 9.25 CLOSING DATE PRICE The Closing Date Price (as defined in Section 1.3(b)) of CORE common stock shall be $8.50 or greater. SECTION 9.26 DUE DILIGENCE Purchaser and CORE shall have completed their due diligence investigation of the business of Seller and AMG, including, without limitation, their review of financial statements, assets, 50 liabilities, products, services, inventory, methods of accounting, margins and financial and other business records and investigation of Seller's and AMG's customers and suppliers. In this connection, Seller and AMG agree to make all relevant information available and to authorize reasonable visits to Seller's and AMG's premises with such staff, consultants and experts as Purchaser and CORE deem necessary or desirable. Purchaser and CORE agree to coordinate closely all such activities with Seller and AMG and to conduct any such inquiries with appropriate discretion and sensitivity to Seller's and AMG's relationships with their employees, customers and suppliers. Such due diligence shall include a valuation of all of the assets and goodwill of Seller and AMG. A satisfactory conclusion, in the opinion of CORE, of this due diligence study (including, without limitation, approval of the Schedules to this Agreement) is a condition to the obligations of CORE and Purchaser to consummate the transactions contemplated by this Agreement. ARTICLE X TERMINATION OR ABANDONMENT SECTION 10.1 TERMINATION OR ABANDONMENT This Agreement and the transactions contemplated hereby may be terminated and abandoned at any time prior to the Closing Date: (a) By mutual consent of CORE and Seller notwithstanding the approval of this Agreement by the stockholders of CORE or Seller; (b) By CORE if (i) any of the representations or warranties of Seller or AMG contained herein or in the P.C. Agreement shall have been untrue or incorrect in any material respect on the date hereof, or (ii) Seller or AMG shall be in material breach of any of their covenants, agreements or obligations hereunder or under this Agreement or the P.C. Agreement and such breach shall continue uncured until the earlier of (x) the Closing Date, (y) the tenth day following the receipt by the breaching party of notice thereof or (z) August 1, 1996; (c) By Seller if (i) any of the representations or warranties of CORE or Purchaser contained herein shall have been untrue or incorrect in any material respect on the date hereof, or (ii) CORE or Purchaser shall be in material breach of any of their covenants, agreements or obligations hereunder and such breach shall continue uncured until the earlier of (x) the Closing Date, (y) the tenth day following the receipt by the breaching party of notice thereof or (z) August 1, 1996; 51 (d) By either Seller or CORE if, without fault of such terminating party, the Closing has not become effective by August 1, 1996, or such other date, if any, as Seller and CORE shall agree upon; (e) [Reserved] (f) By CORE if, pursuant to Section 6.2 hereof, CORE has abandoned the Underwritten Public Offering or has withdrawn the Registration Statement; (g) By CORE if the conditions set forth in Article IX hereof have not been satisfied on or prior to the Closing Date; or (h) By Seller if the conditions set forth in Article VIII hereof have not been satisfied on or prior to the Closing Date. SECTION 10.2 EFFECT OF TERMINATION OR ABANDONMENT In the event of the termination and abandonment of this Agreement by CORE or Seller pursuant to Section 10.1, written notice thereof shall forthwith be given to the other party and this Agreement shall become void and have no effect without liability of any party to any other party except as set forth below, except that the provisions of Section 12.1 (Confidentiality), Section 12.11 (Expenses), Section 12.13 (Press Releases and Public Announcements) and Section 10.3 (Arbitration re: Termination), shall survive. In the event CORE and Seller do not consummate the transactions contemplated by this Agreement and on or before January 9, 1998, Seller (or Seller's stockholders or creditors) or AMG is involved in (a) a bankruptcy or assignment for benefit of creditors or (b) a merger, sale or transfer of a significant portion of Seller's or AMG's assets or stock, directly or indirectly (a "Significant Transaction"), and such Significant Transaction involves a valuation of Seller or AMG of $13,500,000 or more, then in such event, Seller shall pay to CORE a fee of $1,000,000 immediately upon the occurrence of the Significant Transaction (and such payment shall accrue interest at 15% per annum if not paid on the date of the Significant Transaction); provided, that the $1,000,000 fee shall not be due if failure to consummate the transaction is due solely (i) to CORE's termination of this Agreement pursuant to Section 10.1 (f), or (ii) to CORE's breach of this Agreement (provided there has been no breach by Seller or AMG of this Agreement or the P.C. Agreement). CORE and Seller agree that the $1,000,000 fee is reasonable in light of potential expenses and exposure of CORE in connection with the transactions contemplated by this Agreement. 52 In the event CORE and Seller do not consummate the transactions contemplated by this Agreement and on or before January 9, 1998, Seller (or Seller's stockholders or creditors) or AMG is planning to or will be involved in a Significant Transaction and such Significant Transaction involves a valuation of Seller or AMG of less than $13,500,000, then Seller shall notify CORE thirty (30) days prior to such transaction and grant CORE a right of first refusal concerning such proposed Significant Transaction, provided, that CORE shall have the option to pay the consideration for the proposed Significant Transaction in shares of CORE common stock with demand registration rights. In the event of the termination or abandonment of this Agreement by Seller pursuant to Section 10.1(c), (d) or (h), then, in such event, CORE shall pay down $500,000 of Seller's borrowings under the $1,000,000 Financing or the Capital Improvements Loan from Silicon Valley Bank (or credit Seller with $500,000 for Seller's borrowings from CORE). Such payment (or credit) shall be Seller's and AMG's sole and exclusive remedy for Purchaser's or CORE's breach or alleged breach of this Agreement. All parties to this Agreement agree that the foregoing payment (or credit) is reasonable in light of potential expenses of Seller and Seller's uses of borrowings from Silicon Valley Bank (or CORE) in anticipation of the Closing. Notwithstanding the foregoing, and without limitation, the following matters shall not require such payment by (or credit to) CORE: Purchaser's or CORE's dissatisfaction with their due diligence review of Seller or AMG; delays in CORE's filings with the SEC caused directly or indirectly by the unavailability of Seller's or AMG's information or financial statements deemed necessary or appropriate by CORE; or CORE's stock price being below $8.50 as described in Section 6.2 or 9.25 of this Agreement. The parties to this Agreement acknowledge and agree that it may be difficult, if not impossible, to accurately determine the amount of damages that may be incurred for a breach of this Agreement. Accordingly, the parties agree that the amounts payable and other rights granted under the circumstances described in this Article X are reasonable. SECTION 10.3 ARBITRATION RE: TERMINATION If there is a dispute concerning termination pursuant to this Article X, such dispute shall be immediately submitted to arbitration in Boston, Massachusetts before a panel of three arbitrators in accordance with the Rules of Commercial Arbitration of the American Arbitration Association and the party electing to terminate this Agreement shall have the burden of proving its right to terminate. The arbitrators shall not have authority to change the amount of the payments or credits due hereunder; however, the arbitrators may assess costs, including counsel fees. The decision of the arbitrators shall be final and binding upon all parties, and judgment upon the decision may be entered in any court of competent jurisdiction. 53 ARTICLE XI DEFINITIONS; CONSTRUCTION SECTION 11.1 DEFINITIONS The terms defined in this section shall, for all purposes of this Agreement, have the respective meanings set forth opposite such terms. "Agreement" shall mean this Asset Purchase Agreement, as amended from time to time. "AMG" shall mean AmHealth Medical Group of California, Professional Corporation, a California corporation. "AMG Management Contract" shall mean that certain Management Services Agreement by and between AMG and Seller, dated as of October 1, 1995. "Ancillary Documents" shall have the meaning set forth in Section 1.6. "Assigned Contracts" shall have the meaning set forth in Section 1.1(a)(vii). "Assumed Liabilities" shall have the meaning set forth in Section 1.2. "Audited Financial Statements" shall have the meaning set forth in Section 5.12(b). "Balance Sheet" shall have the meaning set forth in Section 2.4. "Best knowledge" shall have the meaning set forth in Section 12.5. "Business" shall have the meaning set forth in Section 1.1(a). "Capital Improvements Loan" shall have the meaning set forth in Section 6.1(b). "Clinics" shall have the meaning set forth in Section 1.1(a)(i). "Closing" shall have the meaning set forth in Section 1.5. "Closing Date" shall have the meaning set forth in Section 1.5. 54 "Closing Date Balance Sheet" shall have the meaning set forth in Section 1.2. "Closing Date Price" shall have the meaning set forth in Section 1.3(b). "Code" shall mean the Internal Revenue Code of 1986, as amended. "Collection Period" shall have the meaning set forth in Section 7.6. "Continuing Employees" shall have the meaning set forth in Section 6.4. "CORE" shall mean CORE, INC., a Massachusetts corporation. "CORE SEC Filings" shall have the meaning set forth in Section 3.5. "Escrow" shall have the meaning set forth in Section 7.5. "Escrow Agent" shall have the meaning set forth in Section 7.5. "Environmental Law" shall have the meaning set forth in Section 2.33. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Excluded Assets" shall have the meaning set forth in Section 1.1(a). "Financial Statements" shall have the meaning set forth in Section 2.4. "GAAP" shall mean generally accepted accounting principles and practices applied on a consistent basis with prior periods. "Guaranteed Accounts Receivable" shall have the meaning set forth in Section 7.6. "Guaranty" shall have the meaning set forth in Section 6.1. "Indemnified Party" shall have the meaning set forth in Section 7.1. "Minnesota Operations" shall have the meaning set forth in Section 1.1(a). "$1,000,000 Financing" shall have the meaning set forth in Section 6.1(a). 55 "Permits and Licenses" shall have the meaning set forth in Section 9.23. "P.C. Agreement" shall mean the Professional Corporate Asset Purchase Agreement, dated May 10, 1996, by and between AMG, Peter P. Greaney, M.D. on behalf of New P.C. and AmHealth. "P.C. Assets" shall have the meaning as defined in the P.C. Agreement. "P.C. Liabilities" shall mean the P.C. Assumed Liabilities as defined in the P.C. Agreement. "Proprietary Rights" shall have the meaning set forth in Section 2.7. "Purchase Price" shall have the meaning set forth in Section 1.3. "Purchaser" shall mean AmHealth Clinics Corp., a Delaware corporation and wholly-owned subsidiary of CORE. "Real Estate Leases" shall have the meaning set forth in Section 1.1(a)(ix). "Registration Statement" shall have the meaning set forth in Section 6.2. "Retained Liabilities" shall have the meaning set forth in Section 2.27. "Sacramento Clinic" shall have the meaning set forth in Section 1.1(a). "SEC" shall mean the Securities and Exchange Commission, and any successor thereto. "Securities Act" shall mean the Securities Act of 1933, as amended. "Seller" shall mean AmHealth, Inc., a Delaware corporation. "Seller Stockholders Meeting" shall have the meaning set forth in Section 5.18. "Seller's best knowledge" shall have the meaning set forth in Section 12.5. "Shortfall" shall have the meaning set forth in Section 7.6. "Significant Transaction" shall have the meaning set forth in Section 10.2. 56 "Subject Assets" shall have the meaning set forth in Section 1.1(a). "SVB" shall mean Silicon Valley Bank, and any successor thereto. "Temporary Encumbrances" shall have the meaning set forth in Section 2.5. "Time of Closing" shall have the meaning set forth in Section 1.5. "Underwritten Public Offering" shall have the meaning set forth in Section 6.2. SECTION 11.2 RULES OF CONSTRUCTION Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa, and words of the masculine gender shall include the feminine and neuter genders. The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this Agreement, refer to this Agreement as a whole. ARTICLE XII GENERAL PROVISIONS SECTION 12.1 CONFIDENTIALITY CORE will use its reasonable best efforts to keep confidential any and all information furnished to it by Seller or its independent public accountants in connection with the transactions contemplated by this Agreement, and the business and financial review and investigation conducted by CORE, except to the extent any such information may be generally available to the public; provided, however, that (a) any disclosure of such information may be made by CORE to the extent required by applicable law or regulation or judicial or regulatory process, and (b) such information may be used by CORE as evidence in or in connection with any pending or threatened litigation relating to this Agreement or any transaction contemplated hereby. SECTION 12.2 CLOSING DOCUMENTS The parties will make every good faith effort to reach agreement as to the form of the documentation to be delivered in connection with the Closing hereunder. SECTION 12.3 RESERVED 57 SECTION 12.4 NO THIRD PARTY BENEFICIARIES This Agreement shall not confer any rights or remedies upon any person or entity other than the parties hereto except New P.C. and the Indemnified Parties shall have the rights and remedies set forth on Article VII. SECTION 12.5 WAIVERS; BEST KNOWLEDGE Seller, CORE or Purchaser may extend the time for or waive the performance of any of the obligations of the other, waive any inaccuracies in the representations or warranties of the other, or waive compliance by the other with any of the covenants or conditions contained in this Agreement. Any such extension or waiver shall be in writing and signed by a duly authorized officer of the extending or waiving party. As used in this Agreement, the terms "best knowledge" and any variations thereof shall mean the actual knowledge of the officers and directors of the corporation and such knowledge as reasonable officers and directors would have based on the execution of their responsibilities consistent with their legal duty of care. For the purpose of this definition, "Seller's best knowledge" means the actual knowledge of the directors of Seller (Steven Miracle, Charles Coreth and James Murphy) and the following officers or employees of Seller: Kathy Stevens, Joanne Cahill, Neville Jacks and Therese Hernandez, and such knowledge as reasonable officers and directors and employees would have based on the execution of their responsibilities consistent with their legal duty of care. SECTION 12.6 NOTICES Except as otherwise provided herein, whenever it is provided in this Agreement that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by another, or whenever any of the parties desires to give or serve upon another any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be (a) in writing and shall be deemed to be given (i) when delivered in person, (ii) on the third business day after deposit in a regularly maintained receptacle of the United States mail as registered or certified mail, return receipt requested, postage prepaid, (iii) one business day after deposit with a recognized national private courier service, or (iv) on the day on which the party to whom such notice is addressed refuses delivery by mail or by private courier service, and (b) addressed as follows: 58 if to CORE or Purchaser to: CORE, INC. 18881 Von Karman Ave. - Suite 1750 Irvine, CA 92715 Attn: George C. Carpenter IV, Chief Executive Officer Telephone: (714) 442-2100 Fax: (714) 442-2102 59 with a copy to: Rich, May, Bilodeau & Flaherty, P.C. 294 Washington Street Boston, Massachusetts 02108 Attention: Stephen M. Kane, Esq. Telephone: (617) 482-1360 Fax: (617) 556-3889 if to Seller or AMG to: AmHealth, Inc. 3000 Old Alabama Road Suite 119-250 Alpharetta, Georgia 30202 Attn: Steven Miracle, President and Chief Operating Officer Telephone: (770) 569-4938 Fax: (770) 569-4938 with a copy to: Small, White & Marani 3343 Peachtree Road, NE Suite 750, East Tower Atlanta, GA 30326 Attn: Gus Small, Esq. Telephone: (404) 237-0071 Fax: (404) 231-4192 or to such other address as may be designated in writing by any party from time to time in accordance herewith. SECTION 12.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES The representations and warranties of Seller, CORE and Purchaser set forth herein shall survive the Closing. SECTION 12.8 SUCCESSORS, ASSIGNS All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, heirs, personal representatives and permitted assigns of the parties hereto. SECTION 12.9 COUNTERPARTS 60 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. SECTION 12.10 GOVERNING LAW; AMENDMENTS THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE TO CONTRACTS MADE UNDER SEAL THEREIN AND TO BE PERFORMED THEREIN AND CANNOT BE CHANGED, AMENDED OR TERMINATED ORALLY, BUT ONLY IN WRITING DULY SIGNED ON BEHALF OF ALL PARTIES HERETO. SECTION 12.11 EXPENSES The parties shall bear their own expenses with respect to the transactions contemplated by this Agreement. SECTION 12.12 HEADINGS AND CAPTIONS The section headings and captions contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 12.13 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS Neither Seller nor AMG shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of CORE; provided, however, that CORE may make any public disclosure it believes in good faith is required by or prudent under applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case CORE will consult with Seller prior to making such disclosure). SECTION 12.14 SEVERABILITY Any term or provision of this Agreement that is invalid or unenforceable in any situation or in any jurisdiction shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. SECTION 12.15 INCORPORATION OF SCHEDULES AND EXHIBITS 61 The Schedules and Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof. SECTION 12.16 ENTIRE AGREEMENT This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, written or oral (including without limitation that certain letter agreement dated January 9, 1996 from CORE to Seller), to the extent the same relate in any way to the subject matter hereof provided, however, all parties hereto acknowledge that AMG and New P.C. have entered into the P.C. Agreement pursuant to which, inter alia, ----- ---- AMG shall transfer certain assets to New P.C. Each of the parties hereto acknowledges that it has participated in the drafting of this Agreement, and agrees that no provision of this Agreement shall be construed for or against any party solely on the basis of its contribution, or lack of contribution, to the drafting of such provision. The provisions of Section 1654 of the California Civil Code shall have no application to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CORE, INC. ("CORE") Attest: By: /s/ William E. Nixon By: /s/ George C. Carpenter IV --------------------------------- --------------------------------- William E. Nixon George C. Carpenter IV Clerk Chairman and Chief Executive Officer Attest: AMHEALTH CLINICS CORP. ("Purchaser") By: /s/ William E. Nixon By: /s/ George C. Carpenter IV --------------------------------- --------------------------------- William E. Nixon George C. Carpenter IV Secretary Chairman and Chief Executive Officer Attest: AMHEALTH, INC. ("Seller") 62 By: /s/ Charles E. Coreth --------------------------------- Name: Charles E. Coreth By: /s/ Steven Miracle ------------------------------- --------------------------------- Title: Secretary Steven Miracle ------------------------------ President and Chief Executive Officer 63 ASSET PURCHASE AGREEMENT SCHEDULE 1.2 ASSUMED LIABILITIES 1. Capital Leases for the following equipment with remaining payments thereunder as indicated:
Lessor Remaining Payments ------ ------------------ LANIER $ 1,910.28 NORTHSTAR FINANCIAL $ 8,940.89 PITNEY BOWES $ 6,377.02 PITNEY BOWES $ 6,377.02 PITNEY BOWES $ 7,765.23 PITNEY BOWES $ 4,924.23 PITNEY BOWES $ 4,800.48 ---------- TOTAL $40,995.15
Each of the above-referenced equipment leases is for equipment included on Schedule 2.6. 2. Notes Payable for the following vans with remaining payments thereunder no more than $6,641.56: Lessor Van ------ --- BANK OF THE WEST 1991 FORD AEROSTAR BANK OF THE WEST 1991 FORD AEROSTAR ------------------ Each of the above-referenced vans is included on Schedule 2.6. 3. Contracts as described on Schedules 2.8 ("Real Estate Leases") and 2.10 ("Contracts"). Purchaser shall not assume any other liabilities or obligations of AmHealth or AMG. ASSET PURCHASE AGREEMENT SCHEDULE 2.8 REAL ESTATE LEASES All of the following real estate leases are between Amhealth, Inc. (or its predecessor) and the named Lessor.
LOCATION LESSOR EXPIRATION DATE - -------- ------ --------------- Pomona Moongate 10/31/96 San Leandro Delta B&K 4/07/00 Oakland Lyama Partnership 8/31/01 (Two leases) Richmond Hilltop Retail Plaza Assoc. 9/30/96 Richmond P.T. Hilltop Retail Plaza Assoc. month-to-month DelAmo CALPERS 9/30/99 Industry Ward Family Trust 3/31/01 Ontario City Commercial Management 12/31/97 Riverside CGLIC 1/31/01
Purchaser's assumption of each of the above listed real estate leases is contingent upon such leases being substantially in the form previously delivered to Purchaser. All of the above Real Estate Leases require the consent of the Lessor for assignment. ASSET PURCHASE AGREEMENT SCHEDULE 2.10 CONTRACTS I. EMPLOYER SERVICES CONTRACTS BETWEEN AMHEALTH MEDICAL GROUP OF CALIFORNIA, ------------------------------------------------------------------------- PROFESSIONAL CORPORATION (AND ITS AFFILIATES) AND THE FOLLOWING: ---------------------------------------------------------------- a. Chevron, U.S.A. (Staffing) d. 10/20/95, as amended b. PGE/Diablo Canyon (Staffing) d. 8/16/92, as amended on 8/4/93 and 1/11/95 c. USS POSCO Industries, d. 12/12/95 d. Lucky Stores, Inc. Northern California Division d. 8/1/90 (Staffing) e. General Chemical Corporation d. 3/5/93 (Staffing) f. Sandia National Laboratories d. 6/1/94 (Staffing) g. Santa Fe Geothermal, Inc. d. 10/3/95 h. Northern California Power Agency, d. 9/1/93 i. State of California Dept. of Water Resources, d. 6/1/94* j. East Bay Municipal Utilities District, d. 6/11/96* k. Parsons Engineering, d. 8/22/95, as amended 6/3/96* WorkComptrol (WCT) Services Agreements: -------------------------------------- (Drug and Alcohol Programs) -------------------------- l. 7-Up Bottling Company (transmitted by cover letter dated 3/2/95)* m. Granny Goose (transmitted by cover letter dated 4/27/92) unclear as to who is specific "AmHealth" contracting party)* n. National Airmotive (transmitted by cover letter dated 2/19/94) unclear as to who is specific "AmHealth" contracting party)* * Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. o. OK Trucking (transmitted by cover letter dated 2/19/93) (unclear as to who is exact "AmHealth" contracting party)* p. Weyerhauser Aviation, d. 12/15/92 q. County of Alameda, d. 2/96 r. AC Transit, d. 1/93, as amended on 1/95 s. East Bay Municipal Utility District d. 4/26/95 t. City of Piedmont, d. 5/28/96 u. PharmChem Laboratories, d. 5/16/95 v. City of Alameda, d. 2/3/96 ESD Contracts in Progress of Negotiation ---------------------------------------- w. East Bay Municipal Utilities District - Drug and Alcohol Programs* x. City of San Leandro - Drug and Alcohol Programs* y. PGE - Medical-Screening Coordination Program* II. AMHEALTH PREFERRED PROVIDER ("PPO") CONTRACTS BETWEEN (A) AMHEALTH ------------------------------------------------------------------ MEDICAL GROUP OR (B) AMHEALTH, INC. ----------------------------------- COMPANY APPROXIMATE COMMENCEMENT DATE ------- ----------------------------- a. Aetna* Pre AmHealth b. Affordable (formerly Ouch)* (A) 6/22/95 c. Beech Street Corporation* (A) 4/10/95 d. Blue Cross Prudent Buyer* (A) 7/11/95 e. Care America/Health-Cal* (A) Oct-95 f. Community Care Network* (B) 10/12/94 (Dr. Shoop) g. Claims Management* (A) 6/22/95 (Dr. Shoop) * Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. h. Comp Alliance* (A) 10/1/95 i. Corvel* Oct-95 j. FHP/Great States* (B) Oct-95 k. Interplan* (A) Oct-95 l. Medfocus* (A) 4/20/95 m. Medview Services* (B) 5/1/95 n. MetraHealth* [Pre AmHealth Contract] o. TIG Insurance* (A) 4/24/95 III. AMHEALTH, INC. EMPLOYMENT AGREEMENTS ------------------------------------ a. Therese Hernandez, commencing 10/1/95* b. JoAnn Cahill, d. as of 3/7/94* c. Neville Jacks, commencing 9/1/95* IV. OTHER CONTRACTS --------------- a. Real Estate Lease agreements as specified on Schedule 2.8. b. Those contracts listed as contracts in the attached three pages Schedule of Provider Compensation, June 20, 1996, listing 25 IC, 36 EE, provided, (i) as indicated in footnotes to such Schedule, the assumption of certain contracts is subject to Purchaser's review and approval of such contract; (ii) the listing of independent contractor and employees as "oral, at will" on such Schedule shall not create any rights for such persons or any obligation of Purchaser or any of its affiliates to such persons. c. Management Services Agreement between AmHealth Medical Group of California Professional Corporation and California Pacific Medical Center, d. 6/1/95. * Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. d. On or before July 5, 1996 AmHealth and AMG shall provide to Purchaser, a list of all contracts or agreements relating to the Clinics and Staffings, whether written or oral, in effect within the past 24 months and no longer in effect ("Expired Contracts"). Neither CORE, INC. nor Purchaser shall assume any liabilities or obligations of any kind or nature arising in any way from such Expired Contracts. * Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. Schedule of Provider Compensation June 20, 1996
===================================================================================================== NAME EE/IC FT/PT/PER COMPENSATION CONTRACT DIEM/SPEC (Y/N; TYPE) - ----------------------------------------------------------------------------------------------------- Adams, Linda, MD IC PD ** contract 04/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Applebaum, Robert, MD* IC SPEC ** contract 08/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Aronowitz, Joel, MD IC SPEC ** contract 08/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Burton, Frederick, MD IC PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Cimino, William, MD* IC SPEC ** oral, at will - ----------------------------------------------------------------------------------------------------- Associates, Peralta Assoc. - ----------------------------------------------------------------------------------------------------- Everest, Russell, MD* IC --- --- --- - ----------------------------------------------------------------------------------------------------- Firnberg, Thomas, MD IC PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Georghiou, Paul, MD IC PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Ghazal, Ron, MD IC SPEC ** contract 02/07/97 - ----------------------------------------------------------------------------------------------------- Griffin, Anthony, MD* IC SPEC ** contract 08/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Harris, Clyde, MD IC SPEC ** oral, at will - ----------------------------------------------------------------------------------------------------- Joint, Foothill Bone - ----------------------------------------------------------------------------------------------------- Imatani, Raymond, MD IC SPEC ** contract 09/15 ea. yr. - ----------------------------------------------------------------------------------------------------- Kerr, Darel, MD* IC --- --- --- - ----------------------------------------------------------------------------------------------------- Keswani, Hariom, MD* IC --- --- --- - ----------------------------------------------------------------------------------------------------- Lewis, Hallett, MD IC PT ** contract 06/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Libanoff, Albert, MD* IC --- --- --- - ----------------------------------------------------------------------------------------------------- May, Leonette, DPM* IC --- --- --- - ----------------------------------------------------------------------------------------------------- Oborn, Michael, PAC IC PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Rogers, David, MD IC PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Sather, Paul, MD* IC SPEC ** oral, at will - ----------------------------------------------------------------------------------------------------- Schafer, James* IC SPEC ** contract 08/01/97 - ----------------------------------------------------------------------------------------------------- Smith, Hugh E., MD* IC SPEC ** contract 08/01/97 - ----------------------------------------------------------------------------------------------------- Steinmann, John, MD* IC SPEC ** contract 12/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Vira, Nibonth, MD* IC SPEC ** contract 09/15 ea. yr. - ----------------------------------------------------------------------------------------------------- TOTAL 25IC =====================================================================================================
* Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. ** Compensation information redacted in SEC filing.
===================================================================================================== NAME EE/IC FT/PT/PER COMPENSATION CONTRACT DIEM/SPEC (Y/N; TYPE) - ----------------------------------------------------------------------------------------------------- Black, James, PAC EE PT ** contract 11/02 ea. yr. - ----------------------------------------------------------------------------------------------------- Blink, Robert, MD EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Brill, Diane, PA EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Byous, Rossalynn, PA EE PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Chabra, Bashamber, MD* EE PD ** contract 08/15 ea. yr. - ----------------------------------------------------------------------------------------------------- Chavez, Rafael, PAC* EE FT ** contract 05/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Colton, Merrill, MD* EE PD ** contract 09/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Doyle, John, MD* EE FT ** contract 04/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Galente, Louis, MD EE FT ** contract 08/27 ea. yr. - ----------------------------------------------------------------------------------------------------- Gamsky, Thomas, MD EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Garrett, Carlos, MD EE FT ** contract 11/28 ea. yr. - ----------------------------------------------------------------------------------------------------- Handleman, Paul, MD EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Herrera, Frank, MD EE FT ** contract 04/04 ea. yr. - ----------------------------------------------------------------------------------------------------- Hossain, Ruby, MD* EE PD ** contract 04/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Kaplan, Leonard, MD EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Mackey, Henry, PAC EE FT ** contract 03/01 ea. yr. - ----------------------------------------------------------------------------------------------------- McClure, Thomas, MD* EE FT ** contract pending - ----------------------------------------------------------------------------------------------------- McHargue, Anna E., MD EE PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Mendoza, Jesus, MD* EE FT ** contract 04/01 ea. yr. - ----------------------------------------------------------------------------------------------------- Mertz, Jacqueline, PA EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Ohadi, Camir, MD* EE PD ** contract 10/10 ea. yr. - ----------------------------------------------------------------------------------------------------- Perez, Mario, PAC EE PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Piazza, Lawrence, MD* EE FT ** letter - ----------------------------------------------------------------------------------------------------- Picard, Robin, MD* EE PD ** letter =====================================================================================================
* Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. ** Compensation information redacted in SEC filing.
===================================================================================================== NAME EE/IC FT/PT/PER COMPENSATION CONTRACT DIEM/SPEC (Y/N; TYPE) - ----------------------------------------------------------------------------------------------------- Prudhomme, Janice, DO EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Resnikoff, Phil, PA FT EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Romans, Ken, PA EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Rose, Muriel, PA EE PF ** oral, at will - ----------------------------------------------------------------------------------------------------- Rush, Karen, PA EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Saucier, Billy, PA* EE PT ** contract 08/15 ea. yr. - ----------------------------------------------------------------------------------------------------- Shoop, Richard, MD* EE PD ** contract expires w/ Core, Inc. close - ----------------------------------------------------------------------------------------------------- Steinberg, Robert, MD EE PD ** oral, at will - ----------------------------------------------------------------------------------------------------- Torres, Armando, PA EE PT ** oral, at will - ----------------------------------------------------------------------------------------------------- Wells, Mariah, PA* EE PD ** letter - ----------------------------------------------------------------------------------------------------- Wenger, Karen, MD EE FT ** oral, at will - ----------------------------------------------------------------------------------------------------- Yale, William, MD EE FT ** contract 06/01 ea. yr. - ----------------------------------------------------------------------------------------------------- TOTAL 36 EE =====================================================================================================
* Assumption of this contract is subject to Purchaser's review and approval, such approval to be in Purchaser's sole discretion, at or prior to the Closing. ** Compensation information redacted in SEC filing. EX-11.1 4 COMPUTATIONS OF EARNINGS PER SHARE EXHIBIT 11.1 TO FORM S-1 COMPUTATION OF EARNINGS PER SHARE CORE, INC.
FOR THE YEAR ENDED FOR THE THREE MONTHS ENDED DECEMBER 31, MARCH 31, ----------------------------------- ----------------------------- 1993 1994 1995 1995 1996 ----------- ----------- --------- -------------- ------------- Primary: Average shares outstanding.......... 4,611,000 4,668,000 4,755,000 4,739,930 4,807,000 Shares issuable on assumed exercise of dilutive options and warrants--based on treasury stock method using average market price................ 725,000 ----------- ----------- --------- -------------- ------------ Totals.............. 4,611,000 4,668,000 4,755,000 4,739,930 5,532,000 =========== =========== ========= ============== ============ Net income (loss)....... $(3,375,577) $(4,699,586) $ (79,173) $ (1,151,712) $ 534,965 =========== =========== ========= ============== ============ Net income (loss) per share.................. $ (.73) $ (1.01) $ (.02) $ (0.24) $ 0.10 =========== =========== ========= ============== ============ Fully diluted: Average shares outstanding.......... 4,611,000 4,668,000 4,755,000 4,739,930 4,807,000 Shares issuable on assumed exercise of dilutive options and warrants--based on treasury stock method using quarter-end market price which is greater than average market price......... 818,000 ----------- ----------- --------- -------------- ------------ Totals.............. 4,611,000 4,668,000 4,755,000 4,739,930 5,625,000 =========== =========== ========= ============== ============ Net income (loss)....... $(3,375,577) $(4,699,586) $ (79,173) $ (1,151,712) $ 534,965 =========== =========== ========= ============== ============ Net income (loss) per share.................. $ (.73) $ (1.01) $ (.02) $ (0.24) $ 0.10 =========== =========== ========= ============== ============
EX-23.1 5 ERNST & YOUNG CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and "Selected Consolidated Financial Data" and to the use of our report dated February 14, 1996 in the Registration Statement on Form S-1 and the related Prospectus of CORE, INC. for the registration of 2,875,000 shares of its Common Stock. Our audits also included the financial statement schedule of CORE, INC. listed in Exhibit 99.1. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Ernst & Young LLP Boston, Massachusetts June 19, 1996 EX-23.2 6 KPMG PEAT MARWICK CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors AmHealth, Inc. We consent to the use of our reports included herein and to the reference to our firm under the heading "Experts" in the prospectus. Our reports, dated May 31, 1996, except as to note 13 for the March 31, 1996 and June 30, 1995 financial statements, and note 6 for the June 30, 1994 financial statements, which are as of June 17, 1996 and May 10, 1996, respectively, contain an explanatory paragraph that states that the Company's owner, AmHealth, Inc., has suffered recurring losses from operations, has defaulted on its debt obligations and has a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. KPMG Peat Marwick LLP Atlanta, Georgia June 20, 1996 EX-23.3 7 ARTHUR ANDERSEN CONSENT EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated February 17, 1995 on the financial statements of Occu-Care, Inc. and affiliates and to all references to our firm included in or made a part of this registration statement. Arthur Andersen LLP Atlanta, Georgia June 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----