FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934)
For the transition period from___________ to ____________
Commission File Number 1-14160
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HelpMate Robotics Inc.
(Exact name of small business issuer as
specified in its charter)
Connecticut 06-1110906
- ----------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Shelter Rock Lane; Danbury, Connecticut; 06810
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(Address of principal executive offices)
(203) 798-8988
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(Issuer's telephone number)
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(Former name, former address and formal fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING
THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant's common stock as of May 6,
2000 is 19,971,313 shares.
1
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Transitional Small Business Disclosure Format (Check One) Yes |_| No |X|
2
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HELPMATE ROBOTICS INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet as of March 31, 2000 (unaudited) 3
Condensed Statements of Operations for the three months 4
ended March 31, 2000 and 1999 (unaudited)
Condensed Statement of Stockholders' Equity 5
as of March 31, 2000 (unaudited)
Condensed Statements of Cash Flows for the three months 6
ended March 31, 2000 and 1999 (unaudited)
Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
PART II. OTHER INFORMATION
Signature 11
3
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HelpMate Robotics Inc.
Condensed
Balance Sheet (unaudited)
March 31, 2000
Assets
Current assets:
Cash and cash equivalents $ 662,797
------------
Total current assets 662,797
Cash held in escrow 1,260,577
------------
$ 1,923,374
============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 26,864
Accrued expenses 69,198
------------
Total current liabilities 96,062
------------
Commitments and contingencies
Stockholders' equity :
Common stock, no par value; 40,000,000 shares authorized;
19,971,313 shares issued and outstanding 21,379,540
Capital surplus 5,232,012
Accumulated deficit
(24,784,240)
------------
Total stockholders' equity 1,827,312
------------
$ 1,923,374
============
See accompanying notes.
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HelpMate Robotics Inc.
Condensed
Statements of Operations (unaudited)
Three months ended March 31, 2000 and 1999
2000 1999
---- ----
Operating expenses:
Selling, general and administrative $ 68,774 $ 33,000
------------------------------
Loss from operations (68,774) (33,000)
Other income (expense):
Interest income (expense) net 81,357 (13,241)
------------------------------
Income (loss) from continuing operations 12,583 (46,241)
Discontinued operations:
Income from operations sold to Pyxis -- 155,103
------------------------------
Net income $ 12,583 $ 108,862
==============================
Basic and diluted earnings per share $ -- $ --
==============================
Weighted average shares outstanding 17,171,733 14,140,229
==============================
See accompanying notes.
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HelpMate Robotics Inc.
Statements of Stockholders' Equity (Unaudited)
March 31, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Capital Surplus Deficit Total
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $19,602,994 $5,232,012 $(13,213,462) $11,621,544
Cashless exercise of stock options and warrants 1,776,546 -- -- 1,776,546
Distribution to stockholders -- (11,583,361) (11,583,361)
Net income -- -- 12,583 12,583
-------------------------------------------------------------
Balance at March 31, 2000 $21,379,540 $5,232,012 $(24,784,240) $1,827,312
=============================================================
</TABLE>
See accompanying notes.
6
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HelpMate Robotics Inc.
Condensed
Statements of Cash Flows (unaudited)
Three months ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Operating activities
Net income $ 12,583 $ 108,862
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization -- 159,374
Changes in operating accounts:
Decrease in accounts receivable -- 195,715
Increase in inventory -- (97,137)
Increase in cash held in escrow (10,577) --
Decrease in accounts payable and accrued expenses (504,583) (66,765)
Decrease in deferred revenue -- (76,514)
-------------------------
Net cash (used in) provided by operating activities (502,577) 223,535
-------------------------
Investing activities
Installation costs -- (397)
Equipment leased to others -- 115,200
Purchase of property and equipment -- (703)
-------------------------
Net cash provided by investing activities -- 114,100
-------------------------
Financing activities
Cash distribution (9,806,815) --
Repayments of notes payable -- (97,505)
-------------------------
Net cash used in financing activities (9,806,815) (97,505)
-------------------------
Net (decrease) increase in cash and cash equivalents (10,309,392) 240,130
Cash and cash equivalents at beginning of period 10,972,189 440,379
-------------------------
Cash and cash equivalents at end of period $ 662,797 $ 680,509
=========================
Supplemental non-cash financing activities:
Conversion accrued expenses to
common stock -- 64,888
=========================
Cashless exercise of stock options and warrants $ 1,776,546 $ --
=========================
</TABLE>
See accompanying notes.
7
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HelpMate Robotics Inc.
Notes to Condensed Financial Statements (unaudited)
March 31, 2000
Basis of Presentation
On December 30, 1999, HelpMate Robotics Inc. (the "Company" or "HRI") completed
the sale for $12.500,000 in cash (the "Sale") to Pyxis Corporation ("Pyxis") of
substantially all of the Company's assets and the assumption by Pyxis of
specified liabilities of the Company pursuant to the Asset Purchase Agreement
between the Company and Pyxis dated as of October 14, 1999.
The consideration received by the Company was $12,500,000 less certain closing
adjustments and less $1,250,000 which will be held in escrow for a period of two
years and is available to settle potential indemnification claims.
On February 15, 2000, the Company made a cash distribution to the Company's
stockholders of record as of the Distribution Record Date, January 29, 2000, in
the amount of $9,806,815, which was net of $1,776,546 which represented the
proceeds that the Company would have received from the simultaneous cashless
exercise of stock options and warrants.
Business Plan
Following the Sale, the Company's business plan is to effect a business
combination with an operating business which HRI believes has potential to
increase stockholder value. Any such business combination would depend on the
availability of attractive candidates and the Company's ability to consummate
any such business combination. HRI intends to use its available cash after
payment of the Initial Distribution, together with additional equity or debt, if
any, or a combination thereof, in effecting a business combination. HRI will
endeavor to structure any business combination in a manner which would not
require a substantial capital investment by HRI of the net proceeds of the Sale.
The Company may at any time cease to pursue this business objective and may
consider other alternatives. Reference is made to the information under the
following headings of the Company's Proxy Statement dated December 17, 1999 (the
"Special Meeting Proxy"), which information is incorporated herein by reference:
"Business of the Company Following Proposed Sale," and "Risk Factors: --No
Operating History, ---Acquisition Risks, --Unspecified Business Risks, --Need
for Additional Financing,--Regulation, --Limited Management Resources and
Experience, --Ability to Attract and Retain Key Personnel, --Conflicts of
Interest, --Scarcity of and Competition for Business Combinations, -- No
Agreement for Business Combination or Other Transaction, --Possible Lack of
Diversification, -- Tax Considerations, -- Limited Public Market for Common
Shares, -- Issuance of Additional Shares, -- Possible Adverse Effect of "Penny
Stock" Rules in Liquidity for Post-Sale HRI's Securities, --Risks of Low Priced
Stocks, --Possible Adverse Effect on Rules Affecting "Blank Check Companies" on
the future issuance of Post-Sale HRI Securities, --Certain Anti-Takeover
Provisions, and --No Dividends Anticipated."
8
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Background of HRI
HRI, a Connecticut corporation, was co-founded in 1984 as a robotics
"think-tank" by its chairman, Joseph F. Engelberger. During its early years, the
Company's primary focus was contract engineering and research and development
for third parties. Through the years, however, the focus of the Company has
evolved into the development of commercial applications for autonomous robotic
products with the HelpMate(R) robotic courier, the flagship product of the
Company, becoming its namesake.
Prior to the Sale on December 30, 1999, the Company was primarily engaged in the
design, manufacture and sale of the Company's flagship product, the HelpMate
robotics courier system, a trackless robotic courier used primarily in the
healthcare industry to transport materials. The Company derived revenue from
three principal sources: rentals and sales of HelpMates; sales of robotic
components such as LabMate, LightRanger and BiSight and from research and
development contracts.
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB and Rule 310 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States. In the opinion of management, all adjustments, consisting only of normal
recurring accruals, considered necessary for a fair presentation have been
included in the accompanying unaudited financial statements. Operating results
for the three month period ended March 31, 2000 are not necessarily indicative
of the results that may be expected for the full year ending December 31, 2000.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
Income Taxes
The Company accounts for income taxes in accordance with Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes" ("SFAS 109").
The Company's net operating loss carryforwards of approximately $7.7 million at
December 31, 1999 expire during the years 2000 through 2013. The related
deferred tax asset has been fully reserved because the ability of the Company to
realize a future tax benefit from its net operating loss carry forwards may be
limited.
Management's Discussion and Analysis
On December 30, 1999, HRI consummated the Sale of substantially all of its
assets and certain liabilities to Pyxis. Accordingly, the Company is no longer
in the business of manufacturing and selling trackless robotic courier systems.
Results of Operations
Net income for the quarter ended March 31, 2000 decreased by $96,279 from the
quarter ended March 31, 1999. Income from discontinued operations in the quarter
ended March 31, 1999 included the sale of three robots as well as increased
sales of component products.
9
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Liquidity and Capital Resources
The Company began 2000 with $10,900,000 in cash as a result of the sale of
substantially all its assets to Pyxis. On February 15, 2000, the Company made a
net cash distribution of $9,806,815 to its shareholders. Cash on hand at the end
of March was $663,000, which should be adequate to meet the Company's future
working capital requirements.
Forward Looking Statements
Statements other than historic information in this report contained in, or
incorporated by reference, under the heading "Business Plan" consist of forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995. These forward looking statements are subject to risk and uncertainties
that could cause the actual results to differ materially from those projected,
anticipated or implied. The most significant of these are the statements
incorporated by reference from the Special Meeting Proxy under the headings
"Risk Factors: --No Operating History, --Acquisition Risks, --Unspecified
Business Risks, --Need for Additional Financing, --Regulation, --Limited
Management Resources and Experience, --Ability to Attract and Retain Key
Personnel, --Conflicts of Interest, -- Scarcity of and Competition for Business
Combinations, --No Agreement for Business Combination or Other Transaction,
- --Possible Lack of Diversification, --Tax Considerations, --Limited Public
Market for Common Shares, --Issuance of Additional Shares, --Possible Adverse
Effect of "Penny Stock" Rules in Liquidity for Post-Sale HRI's Securities,
- --Risks of Low Priced Stocks, --Possible Adverse Effect on Rules Affecting
"Blank Check Companies" on the future issuance of Post-Sale HRI Securities,
- --Certain Anti-Takeover Provisions, and -- No Dividends Anticipated." The
Company undertakes no obligation to update or revise any forward looking
statements.
10
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OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-k
NONE
11
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SIGNATURE
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
HelpMate Robotics Inc.
Date: May 10, 2000 /s/ Joseph F. Engelberger
-------------------------
Joseph F. Engelberger, Chairman
Chief Executive Officer, and Chief
Financial Officer
12
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 662,797
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 662,657
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,923,374
<CURRENT-LIABILITIES> 96,062
<BONDS> 0
0
0
<COMMON> 21,379,540
<OTHER-SE> (19,552,228)
<TOTAL-LIABILITY-AND-EQUITY> 1,923,374
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,583
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,583
<INCOME-TAX> 0
<INCOME-CONTINUING> 12,583
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,583
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
