UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1998
[ ] 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 0-14236
Healthplex, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 11-2714365
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Charles Lindbergh Blvd., Uniondale, New York 11553
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(Address of principal executive offices)
516-542-2200
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(Issuer's telephone number, including area code)
Check whether the issuer (1) has 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
--- ---
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date:
3,590,082 shares of common stock, par value $.001 per share,
outstanding at July 31, 1998.
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
INDEX
-----
Part I. Financial information Page
Consolidated balance sheets - 3
June 30, 1998 unaudited and
December 31, 1997 audited.
Consolidated income statements - 4
six months ended June 30, 1998 and 1997
unaudited and three months ended June 30,
1998 and 1997 unaudited.
Consolidated statements of cash flows - 5
six months ended June 30, 1998 and 1997
unaudited.
Notes to consolidated financial statements 6
Management's discussion and analysis of 7-8
financial condition and results of operations.
Part II.
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security
Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Report on Form 8-K 9
Signature
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
June 30, December 31,
1998 1997
(Unaudited) *
----------- -----------
ASSETS
------
Current assets:
--------------
Cash and cash equivalents . . . . . . $1,313,373 $ 784,709
Investments - available for sale . . 782,653 800,773
Accounts receivable . . . . . . . . . 345,534 541,836
Notes receivable - current portion . 54,144 33,331
Other receivables . . . . . . . . . . 16,372 40,832
Prepaid expenses . . . . . . . . . . 0 6,827
---------- ----------
Total current assets . . . . . . 2,512,076 2,208,308
Fixed assets, net of depreciation . . 991,561 1,000,509
Notes receivable - less current
portion . . . . . . . . . . . . . 34,014 78,516
Investments - available for sale . 474,655 597,856
Security deposits . . . . . . . . . . 70,773 55,406
Deferred investment banking fees . . 234,600 263,925
Goodwill, less accumulated
amortization . . . . . . . . . 12,866 13,543
Loan to Dentcare Delivery Systems, 515,820 515,820
Inc. . . . . . . . . . . . . . . . ---------- ----------
$4,846,365 $4,733,883
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
-------------------
Accounts payable . . . . . . . . . . $ 393,933 $ 395,536
Current portion of capitalized lease
obligations . . . . . . . . . . . 141,896 134,988
Accrued expenses and taxes . . . . . 228,629 278,883
Due to Dentcare Delivery Systems,
Inc. . . . . . . . . . . . . . 20,231 161,328
Income taxes payable . . . . . . . . 302,409 188,422
Deferred rent payable . . . . . . . . 5,184 2,594
---------- ----------
Total current liabilities . . . 1,092,282 1,161,751
Capitalized lease obligations, less
current portion . . . . . . . . . 50,391 124,794
Deferred rent payable . . . . . . . . 118,231 122,143
Deferred income taxes payable . . . 61,735 61,735
---------- ----------
Total liabilities . . . . . . . 1,322,639 1,470,423
---------- ----------
Minority interest . . . . . . . . . . 12,002 10,159
---------- ----------
Stockholders' equity:
--------------------
Common stock $.001 par value,
authorized 20,000,000 shares;
issued 3,591,682 . . . . . . . . . 3,592 3,592
Paid-in capital . . . . . . . . . . . 2,255,018 2,255,018
Unrealized loss on investments -
available for sale . . . . . . . . (62,458) (44,871)
Retained earnings . . . . . . . . . . 1,318,222 1,042,212
Less: Treasury stock, 1,600 shares . 2,650 2,650
---------- ----------
Total stockholders' equity . . . 3,511,724 3,253,301
---------- ----------
$4,846,365 $4,733,883
========== ==========
See notes to financial statements which are an integral part
hereof.
*Derived from audited financial statements.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(UNAUDITED)
-----------
For the Six Months Ended
June 30 June 30,
1998 1997
------- --------
Revenues (Reclassified)
--------
Service fee income . . . . . . $1,602,821 $1,337,676
Administrative service income . 2,534,304 1,926,801
---------- ----------
Total service fee income . . . 4,137,125 3,264,477
Premium income . . . . . . . . 3,782,962 3,556,955
Sales-computer services . . . . 5,775 1,923
---------- ----------
Total revenues . . . . . . . 7,925,862 6,823,355
---------- ----------
Cost of Revenues
----------------
Direct expenses - related to
service fees . . . . . . . . 1,692,412 1,139,613
Dental expenses - related to
premium income . . . . . . . 3,147,895 3,014,905
Cost of sales - computer
services . . . . . . . . . . 0 8,061
---------- ----------
4,840,307 4,162,579
---------- ----------
Gross Margin on Revenues 3,085,555 2,660,776
------------------------ ---------- ----------
Selling, general and
administrative expense . . . 2,633,932 2,384,807
Interest expense . . . . . . . 13,565 28,518
---------- ----------
2,647,497 2,413,325
---------- ----------
Income from operations . . . . 438,058 247,451
Other income
Gain on sale of securities . 3,111 0
Interest income . . . . . . 48,456 51,475
Dividend income . . . . . . 11,375 5,151
---------- ----------
Income before income taxes . . 501,000 304,077
Provision for income taxes . . 223,147 132,049
---------- ----------
Income before minority interest 277,853 172,028
Minority interest . . . . . . . 1,843 3,766
---------- ----------
Net income . . . . . . . . . . $ 276,010 $ 168,262
========== ==========
Earnings per share (Note 3):
Basic . . . . . . . . . . . $ 0.077 $ 0.047
========== ==========
Diluted . . . . . . . . . . $ 0.073 $ 0.045
========== ==========
Weighted average number of
shares of common stock
outstanding
Basic . . . . . . . . . . . 3,590,082 3,585,082
========== ==========
Diluted . . . . . . . . . . 3,772,640 3,716,508
========== ==========
For the Three Months Ended
June 30, June 30,
1998 1997
-------- --------
Revenues (Reclassified)
--------
Service fee income . . . . . . . $ 782,260 $ 691,156
Administrative service income . . 1,273,033 970,049
---------- ----------
Total service fee income . . . . 2,055,293 1,661,205
Premium income . . . . . . . . . 1,884,398 1,785,532
Sales - computer services . . . . 2,400 0
---------- ----------
Total revenues . . . . . . . . 3,942,091 3,446,737
---------- ----------
Cost of Revenues
----------------
Direct expenses - related to
service fees . . . . . . . . . 865,574 614,950
Dental expenses - related to
premium income . . . . . . . . 1,578,234 1,504,176
Cost of sales - computer services 0 3,072
---------- ----------
2,443,808 2,122,198
---------- ----------
Gross Margin on Revenues 1,498,283 1,324,539
------------------------ ---------- ----------
Selling, general and
administrative expense . . . . 1,269,895 1,182,653
Interest expense . . . . . . . . 6,568 14,708
---------- ----------
1,276,463 1,197,361
---------- ----------
Income from operations . . . . . 221,820 127,178
Other income
Gain on sale of securities . . 3,111 0
Interest income . . . . . . . 23,940 23,736
Dividend income . . . . . . . 6,518 3,012
---------- ----------
Income before income taxes . . . 255,389 153,926
Provision for income taxes . . . 105,565 67,087
---------- ----------
Income before minority interest . 149,824 86,839
Minority interest . . . . . . . . 666
(384) ----------
Net income . . . . . . . . . . . $ 150,208 $ 86,173
========== ==========
Earnings per share (Note 3):
Basic . . . . . . . . . . . . $ 0.042 $ 0.024
========== =========
Diluted . . . . . . . . . . . $ 0.046 $ 0.023
========== =========
Weighted average number of shares
of common stock outstanding
Basic . . . . . . . . . . . . 3,590,082 3,585,082
========== ==========
Diluted . . . . . . . . . . . 3,772,640 3,716,508
========== ==========
See notes to financial statements which are an integral part
hereof.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
-----------------------------------------------
(UNAUDITED)
-----------
June 30, June 30,
1998 1997
-------- --------
(Restated)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
Cash flows from operating activities:
Net income . . . . . . . . . . . . . $ 276,010 $ 168,262
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and 113,819 108,983
amortization . . . . . . . .
Deferred rent expense . . . . . (1,322) 3,684
Deferred investment banking 29,325 0
fees . . . . . . . . . . . .
Minority interest . . . . . . . 1,843 3,766
Gain on sales of securities . . (3,111) 0
(Increase) decrease in:
Accounts receivable . . . . . . . 196,302 (30,834)
Other receivables . . . . . . . . 24,460 (10,280)
Prepaid expenses . . . . . . . . . 6,827 (13,803)
Increase (decrease) in:
Accounts payable . . . . . . . . . (1,603) (10,810)
Accrued expenses and taxes . . . . (50,254) 118,717
Due to Dentcare Delivery Systems, (141,097) (31,777)
Inc. . . . . . . . . . . . . .
Income taxes payable . . . . . . . 113,987 (11,904)
---------- ----------
Net cash provided by operating 565,186 294,004
activities . . . . . . . . . . . . ---------- ----------
Cash flows from investing activities:
Purchase of investments . . . . . 0 0
Proceeds from sale of investments 126,845 88,580
Capital expenditures . . . . . . . (104,194) (67,391)
Repayment of notes receivable . . 23,689 25,710
Security deposits expense paid . . (15,367) (850)
---------- ----------
Net cash provided by investing 30,973 46,049
activities . . . . . . . . . . . . ---------- ----------
Cash flows from financing activities:
Repayment of long-term debt . . . (67,495) (114,369)
---------- ----------
Net cash used in financing (67,495) (114,369)
activities: . . . . . . . . . . . ---------- ----------
Net increase in cash . . . . . . . . 528,664 225,684
Cash and cash equivalents at 784,709 334,109
beginning of period . . . . . . . ---------- ----------
Cash and cash equivalents at end of $1,313,373 $ 569,793
period . . . . . . . . . . . . . . ========== ==========
Cash paid during the period for:
Interest . . . . . . . . . . . . . $ 13,565 $ 28,518
========== ==========
Income Taxes . . . . . . . . . . . $ 109,481 $ 140,058
========== ==========
See notes to financial statements which are an integral part
hereof.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - BASIS OF PRESENTATION
------------------------------
The accompanying unaudited consolidated financial statements have
been prepared in accordance with Generally Accepted Accounting
Principles for interim financial information and with the
instructions to Form 10-QSB and rule 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by Generally Accepted Accounting Principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included.
Operating results for the six months ended June 30, 1998 are not
necessarily indicative of the results that may be expected for
the year ending December 31, 1998.
In previously issued interim financial statements for 1997, the
Company's majority-owned subsidiary, DHG, Inc., was reported
under the equity method of accounting. The statements of
operations for the six and three months ended June 30, 1997, have
been reclassified to reflect the revenues and expenses (and
related minority interest) of this subsidiary (rather than the
single amount for the Company's two-thirds interest in the
subsidiary's net income previously presented) so as to conform to
the consolidated presentation for 1998. Such change has no
effect on reported net income in 1997. The consolidated
statement of cash flows for 1997 has been restated to include the
cash balances and cash flows of this subsidiary.
For a summary of significant accounting policies, refer to Note 2
of Notes to Financial Statements included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.
NOTE 2 - COMPREHENSIVE INCOME
-----------------------------
For the six months ended June 30, 1998 comprehensive income
amounted to $258,423. The difference between net income and
comprehensive income is due to unrealized losses of $17,587 on
investments classified as available-for-sale.
NOTE 3 - EARNINGS PER SHARE
---------------------------
The Company has adopted Statement of Financial Accounting
Standards No. 128 "Earnings Per Share", ("SFAS No 128"), which
superseded Accounting Principles Board Opinion No. 15. Under
SFAS No. 128, earnings per share are computed by dividing net
income by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share are
reported when applicable to reflect the potential dilution that
could occur if outstanding options and warrants to purchase
common stock were exercised. SFAS No. 128 has been retroactively
applied to 1997; however, such per share results were unchanged.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
-----------------------------------------------
Results of Operations - Revenue Overview
----------------------------------------
Revenue increased by $1,102,507 or 16.2% to $7,925,862 from
$6,823,355. Approximately $608,000, or 55.1% of the increase
represented an increase in revenue from the Company's
administrative service income business. Such increase is the
result of servicing major groups added during 1997. The Company
continues to emphasize its administrative business through
focused marketing efforts targeting specific entities.
The amounts for administrative service income, total service fee
income and total revenue reported herein for the six months ended
June 30, 1997, have each been increased by $156,802 from the
amounts previously reported therefor. (For the three months
ended June 30, 1997, the amount of such increase was $77,187).
Such amounts represent the administrative service income of the
Company's majority-owned subsidiary, DHG, Inc. In previously
issued 1997 interim financial statements, the Company accounted
for its two-thirds interest in this subsidiary on the equity
method. For 1998, the accounts of this subsidiary have been
fully consolidated with that of the Company and its wholly-owned
subsidiaries. The 1997 financial statements have been revised
accordingly to reflect the components of the subsidiary's
revenues, expenses and related minority interest. The revisions
to reclassify the components of the subsidiary's net income had
no effect on the reported net income for the 1997 periods.
The following table illustrates the changes in revenue:
Increase
For the six months ended June 30, 1998 1997 (Decrease)
-------------------------------- ---- ---- ----------
Service fee income . . . . . . . $1,602,821 $1,337,676 $ 265,145
Administrative service 2,534,304 1,926,801 607,503
income . . . . . . . . . . . . ---------- ---------- ----------
Total service fee income . . . 4,137,125 3,264,477 872,648
Premium income . . . . . . . . . 3,782,962 3,556,955 226,007
Sales - computer service . . . . 5,775 1,923 3,852
Total . . . . . . . . . . . . $7,925,862 $6,823,355 $1,102,507
========== ========== ==========
Results of Operations - Gross Margin, Expenses & Income
-------------------------------------------------------
Gross margin on revenue increased by $424,779, or 16.0%, to
$3,085,355 during the first six months of 1998 as compared to
$2,660,776 during the comparable period of 1997. Of the increase
in gross margin, $319,849 or 75.3% was due to the increase in
gross margin from service fee income due to the continuing
expansion of the administrative service business.
The amount of gross margin reported for the first six months of
1997 has been increased by $156,802 ($77,187 for the three months
ended June 30, 1997) from that previously reported, which
revision is due to the inclusion of DHG, Inc.'s revenues. There
are no costs of revenues reported therefor; expenses and related
overhead are included in selling, general and administrative
expense.
The following table illustrates the changes in gross margin:
Increase
For the six months ended June 30, 1998 1997 (Decrease)
--------------------------------- ---- ---- ----------
Service fee income . . . . . . . $2,444,713 $2,124,864 $ 319,849
Premium income . . . . . . . . . 635,067 542,050 93,017
Sales - computer service . . . . 5,775 (6,138) 11,913
---------- ---------- ----------
Total . . . . . . . . . . . . $3,085,555 $2,660,776 $ 424,779
========== ========== ==========
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
-----------------------------------------------
Results of Operations - Gross Margin, Expenses & Income
(Continued)
-------------------------------------------------------
Selling, general and administrative expenses increased by
$249,125, or 10.4%, to $2,633,932 in 1998 from $2,384,807 in
1997, primarily as a result of $294,954 in increased payroll
related costs incurred to meet the demands of the expanding
administrative service business. The amount of selling, general
and administrative expenses reported for the first six months of
1997 has been increased by $153,036 from that previously reported
due to the inclusion of DHG, Inc.'s expenses for such period.
(For the first three months of 1997 the increase was $76,521).
Pre-tax income increased by $196,923, or 64.8%, to $501,000 for
the first six months of 1998 from $304,077 in 1997, principally
as a result of an increase in administrative service business.
The amount reported for 1997 has been increased by $3,766 from
that previously reported. Such amount represents the one-third
minority interest in DHG, Inc. which is deducted after the
provision for income taxes. (For the first three months of 1997
the change was a decrease of $666).
The provision for income taxes increased by $91,098, or 69.0%, to
$223,147 in 1998 from $132,049 in 1997.
As a result, net income increased by $107,748 or 64.0% to
$276,010 in 1998. Net income for the 1997 period was not
affected by the inclusion of DHG, Inc.
The Company's adoption of SFAS No. 128 had no impact on reported
earnings per share.
The Company has also adopted SFAS No. 130 "Reporting
Comprehensive Income". See Note 2 of Notes to Financial
Statements.
Liquidity and Capital Resources
-------------------------------
The Company's cash, cash equivalents and short term investments
increased by $510,544 to $2,096,026 at June 30, 1998 from
$1,585,482 at December 31, 1997. Cash and cash equivalents,
exclusive of short-term investments increased by $528,664 to
$1,313,373. Earnings before depreciation, deferred items and
minority interest amounted for $419,675 for the six months ended
June 30, 1998 and were the principal reason for the $565,186 of
cash flows provided by operating activities. In addition, these
same elements continue to be the Company's primary source of
liquidity.
The Company used $104,194 to purchase additional equipment. Cash
inflow of $126,845 were generated by the sale of investments.
Other net cash inflows of $8,322 brought the total cash used in
investing activities to $30,973.
The Company used $67,495 to repay long-term debt.
The Company continues in a strong cash position with good
liquidity.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
------- -----------------
Neither the Registrant nor its subsidiaries are a
party, nor is any of their property subject, to
material pending legal proceedings or material
proceedings known to be contemplated by governmental
authorities.
Item 2. Changes in Securities
------- ---------------------
None
Item 3. Defaults Upon Senior Securities
------- -------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
At the Annual Meeting of Stockholders held on July 28,
1998 the approval of Libero & Kappel as independent
auditors for the fiscal year ended December 31, 1998
was ratified. 3,517,854 votes were cast for, 3,300
votes were cast against and 1,200 votes abstained with
respect to such proposal.
Item 5. Other Information
------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
Exhibit Description
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule for
June 30, 1997.
<PAGE>
HEALTHPLEX, INC. & SUBSIDIARIES
-------------------------------
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 thereunto duly authorized.
Healthplex, Inc., Registrant
Date: August 11, 1998 By: /s/ Martin Kane
-------------------------------------
Martin Kane, President
Date: August 11, 1998 By: /s/ John Forte
-------------------------------------
John Forte, Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule for
June 30, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,313
<SECURITIES> 1,257
<RECEIVABLES> 345
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,512
<PP&E> 1,916
<DEPRECIATION> 925
<TOTAL-ASSETS> 4,846
<CURRENT-LIABILITIES> 1,092
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 3,508
<TOTAL-LIABILITY-AND-EQUITY> 4,846
<SALES> 7,926
<TOTAL-REVENUES> 7,926
<CGS> 4,840
<TOTAL-COSTS> 4,840
<OTHER-EXPENSES> 2,634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14
<INCOME-PRETAX> 501
<INCOME-TAX> 223
<INCOME-CONTINUING> 278
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 276
<EPS-PRIMARY> .077
<EPS-DILUTED> .073
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 785
<SECURITIES> 1,399
<RECEIVABLES> 542
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,208
<PP&E> 2,112
<DEPRECIATION> 1,111
<TOTAL-ASSETS> 4,734
<CURRENT-LIABILITIES> 1,162
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 3,250
<TOTAL-LIABILITY-AND-EQUITY> 4,734
<SALES> 6,823
<TOTAL-REVENUES> 6,823
<CGS> 4,163
<TOTAL-COSTS> 4,163
<OTHER-EXPENSES> 2,385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29
<INCOME-PRETAX> 304
<INCOME-TAX> 132
<INCOME-CONTINUING> 172
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 168
<EPS-PRIMARY> .047
<EPS-DILUTED> .045
</TABLE>
