<PAGE> 1
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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, 2000.
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 August 8, 2000, there were 11,130,449 shares outstanding of the
registrant's Common Stock, $.01 par value.
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<PAGE> 2
AHT CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
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<S> <C>
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets -
June 30, 2000 (unaudited) and December 31, 1999.............................1
Consolidated Statement of Operations-
Three and six months ended June 30, 2000 and 1999 (unaudited)...............2
Consolidated Statements of Cash Flows-
Six months ended June 30, 2000 and 1999 (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,
2000 1999
---- ----
(unaudited)
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,302 $ 2,528
Certificates of deposit 40 150
Accounts receivable, net 334 262
Other current assets 2,687 561
--------------------------
Total current assets 4,363 3,501
PROPERTY AND EQUIPMENT, net 1,691 2,055
GOODWILL, net 1,828 2,227
INVESTMENTS IN AFFILIATES 2,500 2,500
OTHER ASSETS 3,141 3,607
--------------------------
Total assets $ 13,523 $ 13,890
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,718 $ 2,699
Notes payable 4,046 -
Other current liabilities 72 123
--------------------------
Total current liabilities 7,836 2,822
DEFERRED REVENUE 615 504
--------------------------
Total liabilities 8,451 3,326
--------------------------
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;
11,130,449 and 11,069,549 shares issued and outstanding, respectively 111 110
Additional paid-in capital 112,194 109,970
Accumulated deficit (106,798) (99,081)
Less: Treasury stock, at cost (166,337 shares) (435) (435)
--------------------------
Total shareholders' equity 5,072 10,564
--------------------------
Total liabilities and shareholders' equity $ 13,523 $ 13,890
==========================
</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 For the
Three Months Ended Six Months Ended
-----------------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE $ 209 $ 149 $ 411 $ 389
COST OF REVENUES 389 271 792 491
-------------------- --------------------
Gross profit (180) (122) (381) (102)
OPERATING EXPENSES 4,117 5,293 6,517 7,805
-------------------- --------------------
Operating loss (4,297) (5,415) (6,898) (7,907)
OTHER INCOME, Net 45 242 150 517
NON-CASH INTEREST EXPENSE (359) - (1,000) -
-------------------- --------------------
Net loss before taxes (4,611) (5,173) (7,748) (7,390)
INCOME TAX PROVISION (26) (110) (31) (86)
-------------------- --------------------
Net loss from continuing
operations (4,585) (5,063) (7,717) (7,304)
DISCONTINUED OPERATION:
Income from discontinued
operation, net - 736 - 987
-------------------- --------------------
Net loss $(4,585) $ (4,327) $(7,717) $(6,317)
==================== =====================
PER SHARE
INFORMATION
Basic net loss per share:
Loss from continuing
operations ($0.41) ($0.48) ($0.69) ($0.69)
Income from discontinued
operation $0.00 $0.07 $0.00 $0.09
-------------------- --------------------
Basic net loss per share ($0.41) ($0.41) ($0.69) ($0.60)
==================== =====================
Diluted loss per share:
Loss from continuing
operations ($0.41) ($0.48) ($0.69) ($0.69)
Income from discontinued
operation $0.00 $0.07 $0.00 $0.09
------------------- ---------------------
Diluted net loss per share ($0.41) ($0.41) ($0.69) ($0.60)
==================== ====================
Common shares used in computing per
share amounts:
Basic 11,123 10,585 11,105 10,531
Diluted 11,123 10,585 11,105 10,531
</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,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(7,717) $(6,317)
Adjustments to reconcile net income to net cash
Used in operating activities
Non-cash interest expense 1,000 -
Depreciation and amortization 908 641
Changes in operating assets and liabilities
Accounts receivable (72) 184
Other current assets (1,049) (129)
Other assets - (247)
Accounts payable, accrued expenses 1,016 (40)
Other current liabilities - (773)
Deferred revenue 111 277
-----------------------
Net cash used in operating
activities (5,803) (6,404)
-----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets 366 -
Investment in certificates of deposit, net 110 -
Investment in marketable securities, net - 4,458
Intangible assets - (2,500)
Purchases of property and equipment, net (46) (231)
-----------------------
Net cash provided by investing
activities 430 1,727
-----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from exercise of stock options 147 392
Net proceeds from issuance of common stock - 2,500
Net proceeds from notes payable 4,000 -
-----------------------
Net cash provided by financing
activities 4,147 2,892
-----------------------
Net cash flows used in discontinued
operations - (1,900)
-----------------------
Net change in cash and cash
equivalents (1,226) (3,685)
CASH AND CASH EQUIVALENTS, beginning of period 2,528 9,269
-----------------------
CASH AND CASH EQUIVALENTS, end of period $ 1,302 $ 5,584
=======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for:
Interest $ 127 $ 60
=======================
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES:
Warrants issued in connection with notes payable $ 1,435 $ -
=======================
</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, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. Reference is made to the Notes to Consolidated Financial Statements
contained in the Company's December 31, 1999 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. 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. The Company accounts for earnings per share under the provision of 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.
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. The components of comprehensive income as defined under SFAS No. 130
"Reporting Comprehensive Income", are as follows:
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
-----------------------------------
2000 1999
---- ----
<S> <C> <C>
Net loss ($4,585) ($4,327)
Unrealized loss on marketable
securities, net of $0 and $0
income tax 0 (13)
------ ------
Comprehensive Loss ($4,585) ($4,340)
====== ======
For the Six Months Ended June 30,
---------------------------------
2000 1999
---- ----
Net loss ($7,717) ($6,317)
Unrealized loss on marketable
securities, net of $0 and $0
income tax 0 (11)
------ ------
Comprehensive Loss ($7,717) ($6,328)
====== ======
</TABLE>
(4)
<PAGE> 7
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.
5. 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.
6. In March 2000, Cybear purchased from the Company for $4 million in cash,
a 10% Senior Convertible Note due March 31, 2001 (the "Cybear Loan")
secured by the Company's assets, including its intellectual property, and
which is convertible at Cybear's option at any time after the date of the
agreement into shares of the Company's common stock at a conversion price
per share equal to the lower of $4.34 or 80% of the average market price
prior to the conversion date, provided that Cybear cannot acquire upon
conversion more than approximately 1.9 million of the Company's shares.
As the conversion price was below the fair market value of the Company's
common stock on the date of the Cybear Loan, the Company has recorded
approximately $.6 million of non-cash interest expense, which represents
the intrinsic value of the beneficial conversion feature. In addition,
Cybear has received from the Company a five year warrant to purchase up
to 300,000 shares of the Company's common stock at an exercise price per
share of $4.34. The warrant is exercisable one year from the date of the
agreement. The Company has recorded the fair value of the warrant
totaling approximately $1.2 million and is included in other current
assets. This amount, will be amortized ratably over the term of the
Cybear Loan which expires March 31, 2001. At June 30, 2000 the Company
has amortized approximately $.4 million of the initial $1.2 million,
which is included in the $1.0 million of non-cash interest expense. On
July 14, 2000 at the Annual Meeting of Stockholders of the Company, the
Stockholders approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 15 million to 30 million. There is a sufficient number of shares
available for issue to cover both the conversion of the debt and the
exercise of the warrant.
(5)
<PAGE> 8
In the event that the Company materially defaults under its agreements
with Cybear, then Cybear could take title to some or all of the Company's
assets. The agreements include a co-marketing and distribution agreement
for the Company's Web-based @Rx(TM) electronic prescribing service and
Dr. Chart(R) clinical laboratory transaction management product and
Cybear's Internet portal, dr.cybear.com. In a related agreement, the
Company granted Cybear the exclusive right to migrate the @Rx(TM)
prescription system to a hand held computer that will be marketed
exclusively by the Company and Cybear.
7. On July 3, 2000, the Company entered into an agreement to be acquired by
BioShield(TM) Technologies, Inc. (Nasdaq: BSTI), through a wholly-owned
subsidiary of BioShield. The transaction has been structured as a
stock-for-stock merger, which calls for BioShield to exchange, subject to
certain collar protections, $1.75 worth of BioShield Common Stock for
each outstanding share of AHT Common Stock. (See Management's Discussion
and Analysis for more details).
8. On July 14, 2000 at the Annual Meeting of Stockholders of the Company,
the Stockholders approved (i) an amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares of Common
Stock from 15 million to 30 million; and (ii) an amendment to the
Company's 1995 Stock Option Plan authorizing the issuance of options
thereunder to purchase up to an additional 350,000 of shares of Common
Stock of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
AHT Corporation (the "Company") is a national provider of Internet-based
clinical e-commerce among physicians, other healthcare providers, and healthcare
organizations. The Company is focused on automating laboratory and prescription
transactions, the two most frequent clinical transactions initiated by
physicians today. In October 1999, the Company launched its @Rx(TM) prescription
product which is the nation's first comprehensive internet tool to manage all
phases of the prescription writing process from the physicians office. The
Company generates revenues from fees for the use and support of its clinical
information systems, including transaction, license, software installation,
software integration, system support, training and data conversion fees.
The Company's actual results could differ materially from its historical results
or from any forward looking statements made, referenced or incorporated into
this report. Factors that may cause such differences include, but are not
limited to, failure of the clinical e-commerce industry to develop at
anticipated rates, failure of the Company's clinical information technology
products and services to gain significant market acceptance, failure to meet
operating objectives or to execute the operating plan, competition and other
economic factors.
(6)
<PAGE> 9
In May 1999, the Company sold its physician practice management division and is
now devoting 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.
In March 2000, Cybear purchased from the Company for $4 million in cash, a 10%
Senior Convertible Note due March 31, 2001 (the "Cybear Loan") secured by the
Company's assets, including its intellectual property, and which is convertible
at Cybear's option into shares of the Company's common stock at a conversion
price per share equal to the lower of $4.34 or 80% of the average market price
prior to the conversion date, provided that Cybear cannot acquire upon
conversion approximately more than 1.9 million of the Company's shares. In
addition, Cybear has received from the Company a five year warrant to purchase
up to 300,000 shares of the Company's common stock at an exercise price per
share of $4.34.
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 has redirected its sales efforts
to develop distribution channels including Internet portals and increase sales
for its products 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 $2.2 million of revenue that it expects to
recognize in 2000 and $.6 million of deferred revenue that represents cash
received from customers who are in the process of installing the Company's
proprietary software based on specific milestones.
On July 3, 2000, as previously announced, the Company entered into an agreement
to be acquired by BioShield(TM) Technologies, Inc. (Nasdaq: BSTI), through a
wholly-owned subsidiary of BioShield. BioShield's business includes: three
divisions that primarily provide the company's core antimicrobial and biostatic
products to different vertical markets and a fourth division, eMD.com, an
Internet healthcare company that provides point of care medication management,
electronic medical record, pharmaceutical fulfillment and pharmaceutical care
services for physicians, other health providers, and patients. Upon completion
of the merger transaction, BioShield(TM) will integrate AHT's
business-to-business laboratory and prescription transaction management
operations with its eMD.com Internet healthcare subsidiary. The transaction has
been structured as a stock-for-stock merger, which calls for BioShield(TM) to
exchange, subject to certain collar protections discussed below, $1.75 worth of
BioShield(TM) Common Stock for each outstanding share of AHT Common Stock.
(7)
<PAGE> 10
TRANSACTION TERMS
The exchange ratio of the stock-for-stock merger is subject to collar protection
and will be determined based on the following:
- The number of shares of BioShield(TM) Common Stock to be issued to AHT
shareholders will fluctuate within the collar so that AHT shareholders
receive $1.75 worth of BioShield(TM) Common Stock if the average closing
trading price of BioShield(TM) Common Stock, as determined in accordance with
the merger agreement, is between $6.00 and $18.00 per share.
- The exchange ratio outside of the collar will be fixed. AHT shareholders will
receive .29167 BioShield(TM) shares for each AHT share if the BioShield(TM)
stock price is $6.00 or less and .09722 BioShield(TM) shares if the
BioShield(TM) stock price is $18.00 or above.
- The transaction is valued at approximately $20 million, based on AHT's
current number of outstanding shares of Common Stock. Upon consummation of
the merger, AHT will be merged into and will become a wholly-owned subsidiary
of BioShield(TM).
- The merger is subject to a number of conditions, including approval by
shareholders of BioShield(TM) and AHT, and is expected to close on or about
September 30, 2000.
In connection with the merger, BioShield has filed with the SEC a registration
statement on Form S-4. Once the registration statement has been declared
effective by the SEC, BioShield and AHT expect to mail a joint proxy
statement/prospectus, which will be part of the registration statement, to
shareholders of BioShield and AHT containing information about the merger. The
joint proxy statement/prospectus will contain important information about
BioShield, AHT, the merger, the persons soliciting proxies related to the
merger, and related matters that should be considered by shareholders before
making any decision regarding the merger and related transactions.
In connection with the proposed merger, AHT will solicit proxies from its
shareholders to adopt and approve the Merger Agreement and the merger. AHT and
its officers and directors may be deemed to be participants in the solicitation
of proxies from AHT's shareholders with respect to the merger. Information
regarding certain of these officers and directors and their affiliations is
included in AHT's Annual Report on Form 10-K for the year ended December 31,
1999.
Certain officers and directors of AHT may have direct or indirect interests in
the merger by virtue of their security holdings or otherwise that are different
from or in addition to the interests of AHT shareholders. Specifically, some
officers of AHT will be entitled to severance payments and accelerated vesting
of options if they are terminated after completion of the merger. Also, officers
and directors of AHT will continue to be indemnified for, and benefit from
insurance coverage for, liabilities that may arise from their service as
officers and directors of AHT prior to the merger.
In connection with the proposed merger, BioShield will solicit proxies from its
shareholders to approve the issuance of BioShield Common Stock. BioShield and
its officers and directors may be deemed to be participants in the solicitation
of proxies from BioShield's shareholders. Information regarding these officers
and directors and their affiliations is included in BioShield's Annual Report on
Form 10-KSB for the year fiscal ended June 30, 1999.
(8)
<PAGE> 11
RESULTS FROM CONTINUING OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Net revenue from continuing operations for the three months ended June 30, 2000
increased to $.2 million from $.1 million in the comparable period ending June
30, 1999 primarily as a result of new customer revenue both recurring and
non-recurring. The Company earned these fees for the use and support of its
clinical information systems, including the recognition of software license,
system support, service and implementation revenues.
Cost of revenues for the three months ended June 30, 2000 increased to $.4
million from $.3 million for the comparable period ended June 30, 1999. The
increase in cost of revenues was due to the addition of professional staffing to
meet the anticipated and actual increased number of customer installations. 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, 2000 decreased to $4.1
million from $5.3 million for the comparable period ended June 30, 1999 and
included non-capitalized software development costs of approximately $.4 million
and depreciation and amortization expense of approximately $.5 million.
Operating costs for the three months ended June 30, 2000 also included
non-recurring expenses of $1.9 million, which included costs associated with the
merger with BioShield, legal fees for settling the class action lawsuit, and
certain financing and practice management settlement fees. Since the quarter
ended March 31, 1998, the Company has not incurred any software development
costs that could be capitalized. 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, 2000 was $45,000 as
compared to $.2 million for the comparable period ending June 30, 1999 and
related primarily to amounts received from a prior year settlement of a dispute
under a physician practice management services agreement and 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.
Non-cash interest expense for the three months ended June 30, 2000 was $.4
million which is the amortization of the fair value of the warrants granted
under the Cybear note.
Provision for income taxes for the three months ended June 30, 2000 and June 30,
1999 includes payments, net of refunds, made for state and local income taxes
based on amounts other than taxable income.
Net (loss) for the three months ended June 30, 2000 was ($4.6) million compared
to a net (loss) of ($4.3) million for the three months ended June 30, 1999 due
to the factors described above.
(9)
<PAGE> 12
RESULTS OF DISCONTINUED OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
In January 1999, the Company's Board of Directors approved a plan to divest its
practice management services unit and sold the unit in May 1999. For the 2000
year and three months ended June 30, 2000, the Company will not report any
income or loss from discontinued operations. For the three months ended June 30,
1999 the Company reported income net of taxes of $.7 million.
RESULTS FROM CONTINUING OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Net revenue from continuing operations for the six months ended June 30, 2000
and for the comparable period ending June 30, 1999 was $.4 million. The Company
earned these fees for the use and support of its clinical information systems,
including the recognition of software license, system support, service and
implementation revenues.
Cost of revenues for the six months ended June 30, 2000 increased to $.8 million
from $.5 million for the comparable period ended June 30, 1999. The increase in
cost of revenues was due to the addition of professional staffing to meet the
anticipated and actual increased number of customer installations. 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, 2000 decreased to $6.5
million from $7.8 million for the comparable period ended June 30, 1999 and
included non-capitalized software development costs of approximately $.8 million
and depreciation and amortization expense of approximately $.9 million.
Operating costs for the six months ended June 30, 2000 also included
non-recurring expenses of $1.9 million, which included costs associated with the
merger with BioShield, legal fees for settling the class action lawsuit, and
certain financing and practice management settlement fees. Since the quarter
ended March 31, 1998, the Company has not incurred any software development
costs that could be capitalized. 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, 2000 was $.2 million as
compared to $.5 million for the comparable period ending June 30, 1999 and
related primarily to amounts received from a prior year settlement of a dispute
under a physician practice management services agreement and 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.
Non-cash interest expense for the six months ended June 30, 2000 was $1.0
million which includes both the amortization of the fair value of the warrants
granted under the Cybear note of $.4 million and $.6 million recorded in
connection with the convertible feature of such note.
Provision for income taxes for the six months ended June 30, 2000 and June 30,
1999 includes payments, net of refunds, made for state and local income taxes
based on amounts other than taxable income.
(10)
<PAGE> 13
Net (loss) for the six months ended June 30, 2000 was ($7.7) million compared to
a net (loss) of ($6.3) million for the six months ended June 30, 1999 due to the
factors described above.
RESULTS OF DISCONTINUED OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
In January 1999, the Company's Board of Directors approved a plan to divest its
practice management services unit and sold the unit in May 1999. For the 2000
year and six months ended June 30, 2000, the Company will not report any income
or loss from discontinued operations. For the six months ended June 30, 1999 the
Company reported income net of taxes of $1.0 million.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000 the Company had aggregate cash, cash equivalents, certificates
of deposit and marketable securities of $1.3 million, compared to $2.7 million
at December 31, 1999.
For the six months ended June 30, 2000 the Company had negative cash flow from
its operating activities of ($5.8) million as compared to a negative ($6.4)
million for the period ended June 30, 1999. Net cash provided by investing
activities was $.4 million for the six months ended June 30, 2000, principally
as a result of a change in other assets and the investment in certificates of
deposit. Net cash provided by investing activities was $1.7 million for the
comparable period ended June 30, 1999, relating primarily to proceeds received
from investments 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 financing activities was $4.1 million for
the six months ended June 30, 2000 primarily as a result of the purchase by
Cybear for $4.0 million in cash, of a 10% Senior Convertible Note due March 31,
2001. Net cash provided by financing activities was $2.9 million for the
comparable period ended June 30, 1999 and attributable to net proceeds from the
exercise of incentive stock options and the issuance of common stock as
described above.
The Company's operating plan for the remainder of 2000 includes the continuing
support and maintenance of the Company's electronic laboratory and prescription
management products described above, developing strategic customers, such as
Merck Medco, Planet Rx, and Drugstore.com and new proprietary distribution
channels including Internet portals such as Cybear. 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. The Company believes that based on its cash and
investments on hand, interest income, collection of officer loans, other
receivables and revenues from operations, it will generate sufficient cash to
fund planned operations of the Company through at least the end of the first
quarter of 2001. Further, the Company has had discussions with a former
physician practice management client, whereby the Company would obtain the
release of approximately $1.7 million of restricted cash, that is included in
other assets on the Company's balance sheet, that has secured a letter of credit
of such client, in exchange for amounts owed by the physician practice to the
Company that is being paid to the Company in installments over time. While the
Company believes that it will receive these funds, no assurance can be made at
this time that this amount will be released to the Company. If the Company and
BioShield do not obtain the necessary approvals to merge and if the Company does
not obtain the cash currently restricted and
(11)
<PAGE> 14
to the extent that the clinical e-commerce industry does not develop at
anticipated rates, or there is a failure of the Company's clinical information
technology products and services to gain significant market acceptance, or
competition or other economic factors impedes the operating objectives and
operating plan, the Company, based on the nature of its business has significant
variable costs that can be effectively and timely reduced to offset the above
mentioned factors. The Company has no other planned material capital
expenditures or capital commitments.
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 Advanced Health Corporation Securities
Litigation (the "Class Action"). The consolidated complaint, filed
in February 1999, alleged 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 consolidated class action complaint
sought, among other remedies, certification as a class action and
unspecified damages.
On January 27, 2000, the Company agreed to a settlement of the
Class Action, pursuant to which the Company has deposited $.3
million in escrow to cover the costs of notice to the class,
administration of the settlement and plaintiff attorneys' expenses
and will, upon final approval of the settlement, issue 886,437
shares of common stock (the "Settlement Shares") to class members
and class counsel, provided that, in the event the aggregate value
of the Settlement Shares, based on the weighted average price of
the Company's common stock for the 30 contiguous trading days
ending on the date on which the court's approval of the allocation
of the Settlement Shares becomes final, is less than $2,954,790,
in addition to the Settlement Shares the Company shall pay or
cause to be paid cash, or issue or cause to be issued additional
common stock (valued at the weighted average price per share as
stated above), equal in value to the difference between $2,954,790
and the aggregate value of the Settlement Shares. The settlement
agreement also provides that the number of Settlement Shares shall
(i) be adjusted to account for any stock splits, dividends, or the
issuance of shares of the Company's common
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<PAGE> 15
stock that have not been authorized as of the date of the
settlement, and (ii) be treated the same as all other issued and
outstanding shares of the Company's common stock as of the date of
the settlement agreement, except as to voting rights, including in
the event of any merger or sale of the Company, or sale or
distribution of all or substantially all of the Company 's assets,
or other extraordinary event affecting the capital structure of
the Company.
On April 18, 2000, the Court approved the settlement and no appeal
has been taken therefrom. On August 8, 2000, with the Company's
consent, the plaintiffs submitted a motion requesting that the
Court enter an order allocating the Settlement Shares among the
class members and class counsel. Approximately 40 days after the
court enters such an order, presuming there is no appeal
therefrom, the Company will be obligated to distribute to the
class members and class counsel the Settlement Shares.
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, 2000 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)
