<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended June 30, 1999.
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition
period__________________to_________________________.
COMMISSION FILE NUMBER: 0-21209
AHT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3893841
(State or other jurisdiction or (IRS Employer
incorporation or organization) Identification No.)
555 WHITE PLAINS ROAD
TARRYTOWN, NEW YORK 10591
(Address of principal executive offices, including zip code)
(914) 524-4200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
As of July 21, 1999, there were 10,710,177 shares outstanding of the
registrant's Common Stock, $.01 par value.
- --------------------------------------------------------------------------------
<PAGE> 2
AHT CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
- ------------------------------------------------------------------------------------------------------
<S> <C>
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets -
June 30, 1999 (unaudited) and December 31, 1998...........................................1
Consolidated Statements of Operations-
Three and six months ended June 30, 1999 and 1998 (unaudited).............................2
Consolidated Statements of Cash Flows-
Six months ended June 30, 1999 and 1998 (unaudited).......................................3
Notes to Consolidated Financial Statements................................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................................................6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...............................12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS........................................................................12
SIGNATURES.........................................................................................14
</TABLE>
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
AHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
As Of
June 30, December 31,
1999 1998
---- ----
(unaudited)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 5,584 $ 9,269
Restricted Cash 2,827 2,580
Investments in marketable securities 2,500 6,972
Accounts receivable, net 136 320
Other current assets 491 362
Net current assets from discontinued operation 134 2,065
-----------------------------------
Total current assets 11,672 21,568
PROPERTY AND EQUIPMENT, net 2,307 2,565
INTANGIBLE ASSETS, net 4,330 1,861
INVESTMENTS IN AFFILIATES 14,000 14,000
OTHER ASSETS 1,881 2,001
OTHER ASSETS FROM DISCONTINUED OPERATION 784 2,639
-----------------------------------
Total assets $ 34,974 $ 44,634
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,570 $ 3,610
Other current liabilities 101 875
Other current liabilities from discontinued operation 3,782 9,304
-----------------------------------
Total current liabilities 7,453 13,789
DEFERRED REVENUE 527 250
NET LIABILITIES FROM DISCONTINUED OPERATION 540 705
-----------------------------------
Total liabilities 8,520 14,744
-----------------------------------
COMMITMENTS
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value, 5,000,000 shares authorized; 0 shares issued
and outstanding
Common stock, $.01 par value; 15,000,000 shares authorized;
10,690,177 and 10,424,127 shares issued and
outstanding, respectively 106 103
Additional paid-in capital 111,342 108,450
Accumulated deficit (84,594) (78,277)
Unrealized gain on marketable securities, net of deferred income taxes (11) 3
Less: Treasury stock, at cost (153,937 shares) (389) (389)
-----------------------------------
Total shareholders' equity 26,454 29,890
-----------------------------------
Total liabilities and shareholders' equity $ 34,974 $ 44,634
===================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
(1)
<PAGE> 4
AHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and per share data)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
-----------------------------------
June 30, June 30,
1999 1998
---- ----
<S> <C> <C>
REVENUE $ 149 $ 135
COST OF REVENUES 271 277
-----------------------------------
Gross profit (122) (142)
OPERATING EXPENSES 5,293 6,700
-----------------------------------
Operating income/(loss) (5,415) (6,842)
OTHER INCOME, Net 242 753
-----------------------------------
Net income/(loss) before taxes (5,173) (6,089)
INCOME TAX PROVISION (110) 3,423
-----------------------------------
Net income/(loss) from continuing operations (5,063) (9,512)
DISCONTINUED OPERATION:
Income/(loss) from discontinued operation, net 736 (6,802)
-----------------------------------
Net income/(loss) $ (4,327) $ (16,314)
===================================
PER SHARE
INFORMATION
Basic net income/(loss) per share:
Income/(loss) from continuing operations ($0.48) ($0.95)
Income from discontinued operation $0.07 ($0.68)
-----------------------------------
Basic net income/(loss) per share ($0.41) ($1.63)
===================================
Diluted net income/(loss) per share:
Income/(loss) from continuing operations ($0.48) ($0.95)
Income from discontinued operation $0.07 ($0.68)
-----------------------------------
Diluted net income/(loss) per share ($0.41) ($1.63)
===================================
Common shares used in computing per share amounts:
Basic 10,585 10,033
Diluted 10,585 10,033
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended
-------------------------------------
June 30, June 30,
1999 1998
---- ----
<S> <C> <C>
REVENUE $ 389 $ 3,224
COST OF REVENUES 491 895
-----------------------------------
Gross profit (102) 2,329
OPERATING EXPENSES 7,805 7,646
-----------------------------------
Operating income/(loss) (7,907) (5,317)
OTHER INCOME, Net 517 1,565
-----------------------------------
Net income/(loss) before taxes (7,390) (3,752)
INCOME TAX PROVISION (86) 4,706
-----------------------------------
Net income/(loss) from continuing operations (7,304) (8,458)
DISCONTINUED OPERATION:
Income/(loss)from discontinued operation, net 987 (5,487)
-----------------------------------
Net income/(loss) $ (6,317) $ (13,945)
===================================
PER SHARE
INFORMATION
Basic net income/(loss) per share:
Income/(loss) from continuing operations ($0.69) ($0.85)
Income from discontinued operation $0.09 ($0.55)
-----------------------------------
Basic net income/(loss) per share ($0.60) ($1.40)
===================================
Diluted net income/(loss) per share:
Income/(loss) from continuing operations ($0.69) ($0.85)
Income from discontinued operation $0.09 ($0.55)
-----------------------------------
Diluted net income/(loss) per share ($0.60) ($1.40)
===================================
Common shares used in computing per share amounts:
Basic 10,531 9,979
Diluted 10,531 9,979
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
(2)
<PAGE> 5
AHT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
--------------------------------------
June 30, June 30,
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income/(loss) $ (6,317) $ (13,945)
Adjustments to reconcile net income to net cash
used in operating activities
Depreciation and amortization 641 948
Deferred income taxes - (4,092)
Changes in operating assets and liabilities
Accounts receivable, net 184 116
Other current assets (129) 531
Accounts payable, accrued expenses and other current liabilities (40) (2,501)
Other current liabilities (773) (319)
Deferred revenue 277 (100)
------------------------------------
Net cash (used in) provided by operating activities (6,157) (19,362)
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets - 3,784
Minority investment in affiliated entities - (7,901)
Restricted Cash, net (247) 563
Investment in marketable securities, net 4,458 23,149
Intangible assets (2,500) (203)
Purchases of property and equipment, net (231) (585)
------------------------------------
Net cash provided by (used in) investing activities 1,480 18,807
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from exercise of stock options 392 684
Net proceeds from issuance of common stock 2,500 -
------------------------------------
Net cash provided by financing activities 2,892 684
------------------------------------
Net cash flows from discontinued operations (1,900) 8,448
------------------------------------
Net change in cash and cash equivalents (3,685) 8,577
CASH AND CASH EQUIVALENTS, beginning of period 9,269 7,534
------------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 5,584 $ 16,111
====================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for:
Interest $ 60 $ 27
====================================
Income Taxes $ - $ 647
====================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
FROM DISCONTINUED OPERATIONS:
Fair market value of Common Stock issued for acquisitions $ - $ 4,750
====================================
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
(3)
<PAGE> 6
AHT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. Reference is made to the Notes to Consolidated Financial
Statements contained in the Company's December 31, 1998
audited consolidated financial statements as filed with the
Securities and Exchange Commission on Form 10-K. In the
opinion of Management, the interim unaudited financial
statements included herein reflect all adjustments necessary,
consisting of normal recurring adjustments, for a fair
presentation of such data on a basis consistent with that of
the audited data presented therein. Certain prior period
expenses which are now part of discontinued operations have
been reclassified to conform to the 1999 presentation. The
Company believes that its historical results of operations
from period to period are not comparable and that such results
are not necessarily indicative of results for any future
periods.
2. Effective December 31, 1997, the Company adopted SFAS No. 128,
"Earnings Per Share." Basic net income per common share
("Basic EPS") is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted
net income per common share ("Diluted EPS") is computed by
dividing net income by the weighted average number of common
shares and dilutive potential common shares then outstanding.
SFAS No. 128 requires the presentation of both Basic EPS and
Diluted EPS on the face of the consolidated statements of
operations. The impact of the adoption of this statement was
not material to all previously reported EPS amounts. Diluted
EPS for all periods presented does not include the impact of
stock options and warrants then outstanding as the effect of
their inclusion would be anti-dilutive.
3. During 1998, the Company adopted SFAS No. 130 "Reporting
Comprehensive Income", which established standards for
reporting and displaying comprehensive income and its
components in a financial statement that is displayed with the
same prominence as other financial statements. The components
of comprehensive income are as follows:
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
-----------------------------------
1999 1998
---- ----
<S> <C> <C>
Net income/(loss) ($ 4,327) ($16,314)
Unrealized gains/(losses) on
marketable securities, net of
$0 and $118 income tax (13) 178
-------- --------
Comprehensive Income ($ 4,340) ($16,136)
======== ========
</TABLE>
(4)
<PAGE> 7
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1999 1998
---- ----
<S> <C> <C>
Net income/(loss) ($ 6,317) ($13,945)
Unrealized gains/(losses) on
marketable securities, net of
$0 and $118 income tax (11) 178
-------- --------
Comprehensive Income ($ 6,328) ($13,767)
======== ========
</TABLE>
4. In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use" ("SOP 98-1"), which provides guidance for
determining whether computer software is internal-use software
and on accounting for the proceeds of computer software
originally developed or obtained for internal use and then
subsequently sold to the public. It also provides guidance on
capitalization of the costs incurred for computer software
developed or obtained for internal use. The Company adopted
SOP-98-1 in the first quarter of 1999 and it did not have a
material effect on its financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivatives Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in
other contracts, and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. This statement is not expected to affect
the Company since it does not currently engage in derivative
instruments or hedging activities.
In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133, which amends
SFAS No. 133 to be effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000.
(5)
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
AHT Corporation (the "Company") develops and provides clinical information
systems and health care information technology solutions for use by clinical
laboratories, hospitals, pharmacy benefit managers and other health care
organizations. The Company generates revenues from fees for use and support of
its clinical information systems, including license, software installation,
software integration, training and data conversion fees.
The Company believes that its historical results of operations from period to
period are not comparable and that such results are not necessarily indicative
of results for any future periods because the Company has restructured its
continuing business operations, acquired new technology to develop and market
and has discontinued the development and marketing of certain products from its
product line, while marketing its products to different customers.
In May 1999, and as previously announced, the Company divested itself of its
practice management services unit for approximately $3.1 million in cash plus
the assumption of certain payables and capital leases associated with the unit.
The Company will now be able to devote its full resources to expanding its
Internet-based laboratory and prescription transaction management business. The
restructuring action described below contains forward-looking statements that
may be significantly impacted by certain risks and uncertainties, including
failure to meet operating objectives or to execute the operating plan and
failure to successfully restructure the Company's business.
The Company's restructuring of its information technology unit includes placing
increased emphasis on product development and sales in areas such as electronic
laboratory and prescription management. The Company intends to limit product
development efforts that do not benefit its work on electronic laboratory and
prescription management. Further, the Company will be redirecting its sales
efforts to develop distribution channels including Internet portals and increase
sales for its product lines that offer laboratory and prescription
functionality. Sales efforts will be focused on strategic sales initiatives that
emphasize long-term, recurring revenue streams rather than large, one-time
revenue events so as to better position the Company to benefit from what it
believes is the rapidly gaining importance of clinical e-commerce. Currently,
the Company has a contract backlog of approximately $1.9 million of revenue that
it expects to recognize in 1999 and $.5 million of deferred revenue that
represents cash received from customers who are in the process of installing the
Company's software based on milestones achieved.
RESULTS FROM CONTINUING OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
Net revenue from continuing operations for the three months ended June 30, 1999
and 1998 were comparable, although the Company, during 1998, changed its
strategy to market and support only its core product offerings of laboratory and
prescription software and services rather than seeking large, one-time software
sales or licensing from other system offerings. The Company earned these fees
for the use and support of its clinical information systems, including the
recognition of license revenues and software, support and training revenues.
(6)
<PAGE> 9
Cost of revenues for the three months ended June 30, 1999 and 1998 were
comparable. Cost of revenues includes direct costs associated with core product
installation efforts incurred and amortization expense relating to previously
capitalized software development costs.
Operating expenses for the three months ended June 30, 1999 decreased to $5.3
million from $6.7 million for the comparable period ended June 30, 1998
primarily as a result of restructuring actions taken in the second half of 1998,
relating to the change in the Company's business strategy. These restructuring
actions reduced expenses to better align costs with the Company's core product
offerings. Operating expenses for the period ended June 30, 1999 included
non-capitalized software development costs of approximately $.3 million,
depreciation and amortization expense of approximately $.2 million and
non-recurring expenses of $2.5 million, which included the $1.5 million cost of
settling an action commenced against the Company by Bukstel & Halfpenny, Inc.,
(see Legal Proceedings), legal costs associated with this action and other costs
associated with the migration of operations from Chicago to the Philadelphia
office. The Company has not incurred any software development costs that could
be capitalized since the quarter ended March 31, 1998. These costs are being
treated as period costs which are included in operating expenses in the
Company's consolidated financial statements.
Other income net, for the three months ended June 30, 1999 was $.2 million as
compared to $.8 million for the comparable period ending June 30, 1998 and
related primarily to interest earned from investments in marketable securities
as a result of the investment of proceeds from the Company's 1997 follow-on
offering and operating cash.
Provision for income taxes for the three months ended June 30, 1999 includes
payments made for state and local income taxes based on amounts other than
taxable income. The provision for income taxes for the three months ended June
30, 1998 represents the net effect of a forty percent effective income tax rate
on the Company's pre-tax income for the quarter, largely offset by a reduction
in the Company's reserve on previously generated, fully-reserved deferred income
tax assets due to the Company's expectations with regard to future taxable
income.
Net (loss) for the three months ended June 30, 1999 was ($4.3) million compared
to a net (loss) of ($16.3) million for the three months ended June 30, 1998 due
to the factors described above.
RESULTS OF DISCONTINUED OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
In 1998, the Company provided for a loss from discontinued operations that
included the write-down of the assets of the physician practice management
operations to estimated net realizable values and the estimated costs of
disposing of this discontinued operation, less the expected tax benefits
applicable thereto. As previously announced, in May 1999 the Company divested
itself of this services unit. As a result of this divestiture, the Company
recognized net income from discontinued operations. For the three months ended
June 30, 1999, the Company reported net income from discontinued operations net
of income taxes of $.7 million compared to a net (loss) of ($6.8) million for
the comparable period ending June 30, 1998. The Company's historical financial
information has been restated to report results of the discontinued operation on
a consistent basis for the three months ended June 30, 1999 and 1998.
(7)
<PAGE> 10
RESULTS FROM CONTINUING OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Net revenue from continuing operations for the six months ended June 30, 1999
decreased to $.4 million from $3.2 million in the comparable period ended June
30, 1998, primarily as a result of a change in the Company's strategy to market
and support only its core product offerings of laboratory and prescription
software and services rather than seeking large, one-time software sales or
licensing from other system offerings. The Company earned these fees for the use
and support of its clinical information systems, including the recognition of
license revenues and software, support and training revenues.
Cost of revenues for the six months ended June 30, 1999 decreased to $.5 million
from $.9 million for the comparable period ended June 30, 1998. The decrease in
cost of revenues was due to restructuring actions in the second half of 1998,
relating to the change in the Company's business strategy. These restructuring
actions reduced expenses to better align costs with the Company's core product
offerings. Cost of revenues includes direct costs associated with core product
installation efforts incurred and amortization expense relating to previously
capitalized software development costs.
Operating expenses for the six months ended June 30, 1999 increased to $7.8
million from $7.6 million for the comparable period ended June 30, 1998 and
included non-capitalized software development costs of approximately $.5
million, depreciation and amortization expense of approximately $.4 million and
non-recurring expenses of $2.5 million which included the $1.5 million cost of
settling an action commenced against the Company by Bukstel & Halfpenny, Inc.,
(see Legal Proceedings), legal costs associated with this action and other costs
associated with the migration of operations from Chicago to the Philadelphia
office. The Company has not incurred any software development costs that could
be capitalized since the quarter ended March 31, 1998. These costs are being
treated as period costs which are included in operating expenses in the
Company's consolidated financial statements.
Other income net, for the six months ended June 30, 1999 was $.5 million as
compared to $1.6 million for the comparable period ending June 30, 1998 and
related primarily to interest earned from investments in marketable securities
as a result of the investment of proceeds from the Company's 1997 follow-on
offering and operating cash.
Provision for income taxes for the six months ended June 30, 1999 includes
payments made for state and local income taxes based on amounts other than
taxable income. The provision for income taxes for the six months ended June 30,
1998 represents the net effect of a forty percent effective income tax rate on
the Company's pre-tax income for the quarter, largely offset by a reduction in
the Company's reserve on previously generated, fully-reserved deferred income
tax assets due to the Company's expectations with regard to future taxable
income.
Net (loss) for the six months ended June 30, 1999 was ($6.3) million compared to
a net (loss) of ($13.9) million for the six months ended June 30, 1998 due to
the factors described above.
(8)
<PAGE> 11
RESULTS OF DISCONTINUED OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
In 1998, the Company provided for a loss from discontinued operations that
included the write-down of the assets of the physician practice management
operations to estimated net realizable values and the estimated costs of
disposing of this discontinued operation, less the expected tax benefits
applicable thereto. As previously announced, in May 1999 the Company divested
itself of this services unit. As a result of this divestiture, the Company
recognized net income from discontinued operations. For the six months June 30,
1999, the Company reported net income from discontinued operations net of income
taxes of $1.0 million compared to a net (loss) ($5.5) million for the comparable
period ending June 30, 1998. The Company's historical financial information has
been restated to report results of the discontinued operation on a consistent
basis for the six months ended June 30, 1999 and 1998.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999 the Company had aggregate cash, cash equivalents, restricted
cash and marketable securities of $10.9 million, compared to $18.8 million at
December 31, 1998.
For the six months ended June 30, 1999, the Company had negative cash flow from
its operating activities of $6.2 million, compared with a negative $19.4 million
for the comparable period ended June 30, 1998. Included in cash flow from
operations for the six month period ended June 30, 1999 was $1.5 million for the
settlement of an action commenced by Bukstel & Halfpenny, Inc., (see Legal
Proceedings) and $1.0 million of additional one-time charges for legal costs
associated with this action and other expenses associated with the migration of
the Company's Chicago operations to its Philadelphia office. Net cash provided
by investing activities was $1.5 million for the six months ended June 30, 1999,
principally as a result of the investment of excess cash in marketable
securities, net of an increase in intangible assets as a result of stock issued
under an earn out provision of a previously made acquisition. Net cash provided
by investing activities was $18.8 million for the comparable period ended June
30, 1998, relating primarily to proceeds received from investments in marketable
securities, an increase in other assets and a change in investments in
affiliated entities as a result of discontinued operations. Net cash provided by
financing activities was $2.9 million and $.7 million for the six months ended
June 30, 1999 and 1998 respectively and attributable to net proceeds from the
exercise of incentive stock options and the issuance of common stock as
described above. Net cash flows from discontinued operations for the six months
ended June 30, 1999 was a negative $1.9 million compared with a positive $8.4
million for the comparable period ended June 30, 1998. Included in discontinued
operating cash flow at June 30, 1999 was an increase in the Company's investment
in Southern States Eye Care, LLC with a corresponding decrease in its equity
ownership position. Based on its current assessment, the Company does not
believe that there is a permanent impairment of this asset and is seeking an
independent appraisal accordingly.
(9)
<PAGE> 12
The Company's operating plan for the remainder of 1999 includes the continued
support and maintenance of the Company's electronic laboratory and prescription
management products described above, developing strategic customers and new
proprietary distribution channels and Internet portals. The principal categories
of expenditures include research and development of the Company's electronic
laboratory and prescription management products as well as ongoing business
development and marketing. While the Company has incurred certain non-recurring
charges for settling of a lawsuit, costs associated with such legal action and
other one-time charges that has accelerated its use of cash, the Company
believes that its cash and investments on hand, interest income and revenues
from operations will be sufficient to fund planned operations of the Company
through the end of 2000. The Company has no other planned material capital
expenditures or capital commitments.
From time to time in the ordinary course of its business, the Company evaluates
possible acquisitions of businesses, products and technologies that are
complementary to those of the Company.
YEAR 2000
Many currently installed computer systems and software products are coded to
accept only two digit dates. Such systems may not be able to distinguish 20th
century dates. To address these and other Year 2000 operational issues which may
affect the Company and its customers, the Company has designated a Year 2000
project manager who is primarily responsible for implementing the Company's Year
2000 project plan.
The Company's Year 2000 project plan consists of four phases: assessment,
remediation, validation, and distribution. The primary purpose of the assessment
phase is to list and analyze the inventory of our products sold and supported.
Major issues encountered during this phase are the identification of programming
languages used, source code, and third-party libraries used in a product. The
remediation phase calls for code modification. The validation phase is where the
remediated products are tested and submitted for independent verification and
validation. The Company's remediated products are provided to our customers
during the distribution phase.
Products and Services: For the Company's products and services, the assessment
phase is complete and remediation is in progress. During the remediation
process, third party vendors whose proprietary tools and library products are
incorporated into the Company's products are being contacted in order for the
Company to determine third party Year 2000 compliance status. The Company has
taken action where required in accordance with instructions provided by the
third party vendors. The Company has completed its product assessment phase, and
has substantially completed its remediation process. Complete validation is
expected to be completed in October 1999. The Company expects that all of its
software products will be Year 2000 compliant by October 31, 1999.
Internal Systems, Vendors and Suppliers: The Company is engaged in the
assessment phase for its internal administrative systems. Its project plan calls
for completion of Year 2000 compliance for administrative systems by the end of
the third quarter of 1999. A group has been designated and has notified all of
the clinical administrative processing partners as of June 30, 1999 in order to
assess their Year 2000 readiness.
(10)
<PAGE> 13
Costs: The Company estimates that the final remediation and testing phase for
the Company's products will cost approximately $.3 million. The Company does not
have a current estimate for the cost of remediation of administrative systems.
The Company believes that the bulk of any costs will be borne by the suppliers
of such systems.
Contingency Plan: The Company is assessing the "worst case scenarios" that it
believes are within its control, excluding power and communications. With
internal date formatting, storage, and calculation being the key issues to the
Company and its customers, the Company's focus is concentrated on strict date
format and storage enforcement with the portions of our products that require
data entry and data storage. Although the Company will recommend the use of its
"YYYY" (four digit year format) at all times, the Company plans to retain a
feature that allows a customer the option to configure the data entry system to
accept "YY" (two digit year format) to be interpreted as "19YY" to speed data
entry. This option has no impact on how dates are stored in the internal system
or on how math is performed against dates. All dates are stored and all date
math is done with a four digit year.
Although there is no assurance that third party systems owned and used by the
customer are Year 2000 compliant, it is important to state that by design, the
Company's lab order and resulting products interface with legacy hospital and
lab information systems. The Company's backend systems act as a conduit - moving
data from one third party system to another - therefore relying totally on the
accuracy and Year 2000 compliance of the legacy data which the Company "moves".
The Company continues to formulate and document scenarios for its customer
service representatives to utilize in preparation for potential hardware and
software issues relating to Year 2000. The Company plans to have a documented
business continuity plan to cover conceivable concerns including our products
and services, alternative vendors and suppliers, and staffing issues to assure
coverage immediately before and after the millennium. However, due to the
general uncertainty inherent in the Year 2000 concern, there can be no assurance
that all Year 2000 problems will be foreseen and corrected on a timely basis.
Forward-Looking Statements: The foregoing Year 2000 discussion and the
information contained herein are provided as a "Year 2000 Readiness Disclosure"
as defined in the Year 2000 Information and Readiness Act of 1998 (Public Law
105-271, 112 Stat. 2386) enacted on October 19, 1998 and contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements, including without limitation,
anticipated costs and the dates by which the Company expects to complete certain
actions, are based on management's best current estimates, which were derived
utilizing numerous assumptions about future events, including the continued
availability of certain resources, representations received from third parties
and other factors. However, there can be no guarantee that these estimates will
be achieved, and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the ability to identify and remediate all relevant systems, results
of Year 2000 testing, adequate resolution of Year 2000 issues by governmental
agencies, businesses and other third parties who are outsourcing service
providers, suppliers and vendors of the Company, unanticipated system costs, the
adequacy of and the ability to implement contingency plans and uncertainties.
(11)
<PAGE> 14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Not applicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From July 1 through August 17, 1998, eleven putative class
actions were filed in the United States District Court for the
Southern District of New York, all of which have been
consolidated under the caption In re AHT Corporation (f/k/a
Advanced Health Corporation) Securities Litigation. The
consolidated complaint, filed in February 1999, seeks, among
other remedies, certification as a class action and
unspecified damages resulting from defendants' alleged
violations of federal securities laws.
The consolidated complaint alleges that the Company and its
current or former officers or directors, Jonathan Edelson,
M.D., Steven Hochberg, Alan B. Masarek, Robert Alger and
Michael Rogers are liable for certain misrepresentations and
omissions regarding, among other matters, the Company's
operations, performance, and financial condition. The
litigation is still in the preliminary stages, and the Company
believes that the plaintiffs' claims are without merit and
intends to defend against the action vigorously.
On September 16, 1998, Bukstel & Halfpenny, Inc. ("B&H")
commenced an action in the Supreme Court of the State of New
York entitled Bukstel & Halfpenny, Inc. v. AHT Corporation
(f/k/a Advanced Health Corporation). In addition to the
Company, the complaint named as defendants Advanced Health
Med-E-Systems Corporation, Advanced Health Bukstel & Halfpenny
Corporation, Jonathan Edelson, M.D., Alan B. Masarek, and
Michael W. Rogers. The Complaint asserted violations of the
federal securities laws, common law fraud and other common law
claims in connections with the Company's September 17, 1997
purchase of certain assets from B&H, and sought rescission of
the asset purchase agreement or unspecified damages.
On October 30, 1998, B&H obtained an order to show cause and
temporary restraining order, which prevented the Company from
transferring certain software source code to Mayo Medical
Laboratories and from including certain "software escrow"
provisions in certain software licensing agreements for the
Dr. Chart(R), Clinical Data Repository(TM), Clinical Data
Exchange(TM) and Application Interface Engine(TM) products
(the "TRO"). On May 13, 1999 the court converted the temporary
restraining order into a preliminary injunction.
(12)
<PAGE> 15
On July 23, 1999, after a full evidentiary hearings the court
vacated the preliminary injunction, on a finding that B&H was
guilty of unclean hands in its application for injunctive
relief and that B&H "engaged in conduct of misrepresentation,
misstatements, and unreliable information substantially
related to the issues in the litigation which seriously
impinged on deceit, unconscionability and bad faith". On
August 11, 1999, the Company announced a settlement of the
lawsuit with B&H and all of its shareholders, whereby the
Company has paid to B&H the sum of $1.5 million. All claims
have been dismissed with prejudice.
From time to time, the Company is involved in litigation.
Although the actual amount of any liability that could arise
with respect to any such litigation cannot be accurately
predicted, in the opinion of management, the resolution of
these matters is not expected to have material adverse effect
on the Company's business, results of operations or financial
condition.
(13)
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned therewith duly authorized.
August 12, 1999 AHT CORPORATION
By: /s/ Jonathan Edelson, M.D.
--------------------------
Jonathan Edelson, M.D.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jeffrey M. Sauerhoff
------------------------
Jeffrey M. Sauerhoff
Chief Financial Officer
(Principal Financial and Accounting Officer)
(14)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,584
<SECURITIES> 2,500
<RECEIVABLES> 136
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,672
<PP&E> 2,307
<DEPRECIATION> (1,887)
<TOTAL-ASSETS> 34,974
<CURRENT-LIABILITIES> 7,453
<BONDS> 0
0
0
<COMMON> 106
<OTHER-SE> 26,454
<TOTAL-LIABILITY-AND-EQUITY> 34,974
<SALES> 0
<TOTAL-REVENUES> 149
<CGS> 0
<TOTAL-COSTS> 271
<OTHER-EXPENSES> 5,293
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7
<INCOME-PRETAX> (5,173)
<INCOME-TAX> (110)
<INCOME-CONTINUING> (5,063)
<DISCONTINUED> 736
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,327)
<EPS-BASIC> (.41)
<EPS-DILUTED> (.41)
</TABLE>
