<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q/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, 1998
OR
/ / 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 : 0-19758
------------------------
ACCESS HEALTH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 68-0163589
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
335 INTERLOCKEN PARKWAY, BROOMFIELD, CO 80021
(Address of principal executive offices) (Zip code)
(303) 466-9500
(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 / /
Number of shares of Common Stock Outstanding at April 30, 1998: 18,903,651
shares
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<PAGE>
ACCESS HEALTH, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
-------------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed consolidated balance sheets--September 30, 1997 and March 31, 1998........................ 4
Condensed consolidated statements of income--three months and six months ended
March 31, 1997 and 1998........................................................................... 5
Condensed consolidated statements of cash flows--six months ended
March 31, 1997 and 1998........................................................................... 6
Notes to condensed consolidated financial statements................................................ 7
Item 2. Management's discussion and analysis of financial condition and results of operations......... 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders............................................... 20
Item 6. Exhibits and Reports on Form 8-K.............................................................. 21
SIGNATURE............................................................................................... 22
</TABLE>
2
<PAGE>
PART 1. FINANCIAL INFORMATION
3
<PAGE>
ACCESS HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1998
------------- -----------
(AUDITED) (UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents............................................................. $ 15,991 $ 43,820
Available-for-sale securities.................................................... 41,969 31,936
Accounts and license fees receivable, net of allowance for doubtful accounts of
$874 at March 31, 1998, and $768 at September 30, 1997......................... 12,453 14,289
Deferred income taxes............................................................ 5,012 5,012
Income taxes receivable.......................................................... 3,231 3,220
Prepaid expenses................................................................. 2,122 3,344
Other current assets............................................................. 1,448 2,104
------------- -----------
Total current assets......................................................... 82,226 103,725
Property and equipment, net........................................................ 16,150 16,046
Purchased intangibles, net of accumulated amortization of $5,163 at March 31, 1998,
and $4,911 at September 30, 1997................................................. 2,894 2,642
Deferred income taxes.............................................................. 1,042 1,042
Other assets....................................................................... 342 427
------------- -----------
$ 102,654 $ 123,882
------------- -----------
------------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................. $ 3,634 $ 2,979
Accrued payroll and related expenses............................................. 3,664 4,716
Accrued integration and restructuring costs...................................... 3,109 1,912
Taxes and other accrued expenses................................................. 4,360 9,877
Notes payable to related parties................................................. 1,264 0
Current portion of long-term debt................................................ 198 207
Current portion of capital lease obligation...................................... 457 486
Deferred revenues................................................................ 4,954 5,748
------------- -----------
Total current liabilities.................................................... 21,640 25,925
Capital lease obligations.......................................................... 481 221
Long-term debt..................................................................... 197 91
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value--5,000,000 shares authorized, no shares issued
and outstanding................................................................ -- --
Common stock, $.001 par value--75,000,000 shares authorized, 18,815,879 shares
issued and outstanding at March 31, 1998, and 18,246,159 shares issued and
outstanding at September 30, 1997.............................................. 18 19
Additional paid-in capital....................................................... 80,806 86,928
Retained earnings (deficit)...................................................... (488) 10,698
------------- -----------
Total stockholders' equity................................................... 80,336 97,645
------------- -----------
$ 102,654 $ 123,882
------------- -----------
------------- -----------
</TABLE>
See accompanying notes.
4
<PAGE>
ACCESS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Care management services............................................ $ 22,545 $ 28,111 $ 44,417 $ 54,432
Licensing and support services...................................... 2,556 3,105 5,325 5,833
--------- --------- --------- ---------
Total revenues................................................ 25,101 31,216 49,742 60,265
Costs and expenses:
Cost of revenues:
Care management services.......................................... 11,542 15,481 22,582 29,886
Licensing and support services.................................... 901 684 2,029 1,359
Product and other development....................................... 2,041 1,675 4,397 3,173
Sales and marketing................................................. 1,908 2,460 4,246 4,659
General and administrative.......................................... 2,191 2,525 4,558 4,823
Transaction costs................................................... -- -- 6,345 --
Integration and restructuring costs................................. -- -- 6,961 --
--------- --------- --------- ---------
Total costs and expenses...................................... 18,583 22,825 51,118 43,900
--------- --------- --------- ---------
Income (loss) from operations......................................... 6,518 8,391 (1,376) 16,365
Other income.......................................................... 336 919 715 1,677
--------- --------- --------- ---------
Income (loss) before income taxes..................................... 6,854 9,310 (661) 18,042
Provision (credit) for income taxes................................... 1,371 3,538 (132) 6,856
--------- --------- --------- ---------
Net income (loss) $ 5,483 $ 5,772 $ (529) $ 11,186
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income (loss) per share
Basic........................................................... $ 0.31 $ 0.31 $ (0.03) $ 0.60
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted......................................................... $ 0.29 $ 0.29 $ (0.03) $ 0.56
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares used in per share calculations
Basic........................................................... 17,868 18,689 17,719 18,556
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted......................................................... 18,610 20,154 17,719 20,128
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes.
5
<PAGE>
ACCESS HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE IN CASH AND EQUIVALENTS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................................................... $ (529) $ 11,186
Adjustments to reconcile net income to net cash provided by operations:
Allowance for doubtful accounts......................................................... 22 20
Depreciation and amortization........................................................... 3,091 3,565
Deferred stock compensation............................................................. 443 --
Common stock issued for services rendered............................................... 2,233 --
Changes in:
Accounts and license fees receivable.................................................. 2,669 (1,856)
Prepaid expenses and other current assets............................................. 196 (1,867)
Accounts payable...................................................................... (780) (655)
Accrued payroll and related expenses.................................................. (214) 1,052
Accrued integration and restructuring costs........................................... 5,469 (1,197)
Taxes and other accrued expenses...................................................... (2,326) 5,517
Deferred revenues..................................................................... (13) 794
--------- ---------
Net cash provided by operating activities........................................... 10,261 16,559
Cash flows from investing activities:
Purchase of available-for-sale securities, net............................................ 2,396 10,033
Purchase of property and equipment........................................................ (2,716) (3,209)
Notes receivable from AHN................................................................. (5,000) --
Other assets.............................................................................. (50) (85)
--------- ---------
Net cash provided by (used in) by investing activities.............................. (5,370) 6,739
--------- ---------
Cash flows from financing activities:
Notes payable to related parties.......................................................... (206) (1,264)
Payment of long-term debt and capital leases.............................................. (311) (328)
Sale of common stock...................................................................... 1,397 6,123
--------- ---------
Net cash provided by financing activities........................................... 880 4,531
--------- ---------
Net increase in cash and equivalents........................................................ 5,771 27,829
Cash and equivalents at beginning of period................................................. 26,533 15,991
--------- ---------
Cash and equivalents at end of period....................................................... $ 32,304 $ 43,820
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
6
<PAGE>
ACCESS HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The accompanying consolidated condensed interim financial statements have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "Commission").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations. The accompanying
consolidated condensed interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K for the fiscal year ended September 30, 1997.
In the opinion of management, the unaudited interim financial statements
reflect all adjustments, consisting of only normal recurring adjustments,
necessary to present fairly the Company's consolidated financial position at
March 31, 1998, consolidated results of operations for the three month and six
month periods ended March 31, 1997 and 1998 and cash flows for the six month
periods ended March 31, 1997 and 1998. Results for the periods ended March 31,
1998 are not necessarily indicative of the results to be expected for the entire
fiscal year.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable from future undiscounted cash flows. Impairment losses are
recorded for the difference between the carrying value and fair value of the
long-lived asset.
REVENUE RECOGNITION
Revenues include care management services, which consist of program
membership, member communications and teleservicing fees from the Company's
Personal Health Advisor/FirstHelp and ASK-A-NURSE contracts with managed care
organizations, self-insured employers and hospitals. Revenues also include
licensing and support services related to certain of the Company's products
including ASK-A-NURSE, FirstHelp, patient education software, Access Care
Management System, HealthSelect, and CANCER HELPLINK.
Program membership fees from Personal Health Advisor/FirstHelp contracts are
recognized ratably in accordance with contract terms typically on the basis of
per-member fees. Member communications fees are recognized upon the delivery of
services. Teleservicing fees are recognized in accordance with contract terms on
the basis of per-call fees or fees based on phone counselor staffing.
License revenues from ASK-A-NURSE, FirstHelp, and CANCER Helplink products
are recognized ratably over the term of the contract. HealthSelect and patient
education software revenue is recognized upon delivery of the software. Support
revenues are comprised of ASK-A-NURSE, CANCER HELPLINK, and Access Care
Management System support revenue, LIFE MATCH software support revenue and
direct marketing fees. Revenue from support contracts and software maintenance
contracts is recognized ratably over the contract term. Direct marketing fees
are recognized upon the delivery of services.
7
<PAGE>
ACCESS HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PRODUCT AND OTHER DEVELOPMENT COSTS
Product and other development costs are expensed as incurred and consist
primarily of salaries, supplies and contract services related to the development
of the Company's products and services.
TRANSACTION COSTS AND INTEGRATION AND RESTRUCTURING COSTS
Transaction costs of $6.3 million reflect charges associated directly with
the merger of the Company with Informed Access and CRS and included professional
fees of approximately $5.2 million. Also related to the mergers were integration
and restructuring costs recorded in the first and fourth quarters of fiscal
1997, which included approximately $6.3 million for severance and related
expenses, approximately $400,000 for elimination of redundant technology,
approximately $1.2 million for discontinuation of facilities, approximately
$900,000 for disposal of assets and approximately $900,000 for relocation and
other costs.
NEW ACCOUNTING PRONOUNCEMENTS
STATEMENT OF ACCOUNTING STANDARDS NO. 128
During fiscal 1998, Access Health adopted SFAS 128. This statement
establishes standards for computing and presenting basic and diluted earnings
per share. Under this statement, basic earnings or loss per share is computed by
dividing the net earnings or loss by the weighted average number of shares of
common stock outstanding. Diluted earnings or loss per share is determined by
dividing the net earnings or loss by the sum of (1) the weighted average number
of common shares outstanding, (2) if not anti-dilutive, the number of shares of
convertible preferred stock as if converted upon issuance, and (3) if not anti-
dilutive, the effect of outstanding stock options determined utilizing the
treasury stock method.
A reconciliation of the numerator and denominators used in computing per
share net income (loss) from continuing operations is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SIX MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
1997 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Numerator for basic and diluted net income (loss) per share:
Net income (loss)....................................................... $ 5,483 $ 5,772 $ (529) $ 11,186
--------- --------- --------- ---------
--------- --------- --------- ---------
Denominator for basic net income (loss) per share:
Weighted average common shares outstanding.............................. 17,868 18,689 17,719 18,556
--------- --------- --------- ---------
--------- --------- --------- ---------
Denominator for diluted net income (loss) per share:
Weighted average common shares outstanding.............................. 17,868 18,689 17,719 18,556
Outstanding stock options............................................... 742 1,465 -- 1,572
--------- --------- --------- ---------
Denominator for diluted net income (loss) per share................... 18,610 20,154 17,719 20,128
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
8
<PAGE>
ACCESS HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Options to purchase approximately 1.1 million shares of Access Health's
common stock were outstanding at March 31, 1997, but were not included in the
computation of diluted earnings per share because they were anti-dilutive.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which
is required to be adopted for fiscal years beginning after December 15, 1997.
This statement establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
This statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Reclassification of financial statements for earlier
periods provided for comparative purposes are required. Management has
determined this change will not significantly affect its financial reporting.
The Company expects to adopt Statement No. 130 beginning in the first quarter of
fiscal 1999.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 131
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information," effective for fiscal years beginning after
December 15, 1997. This statement requires that a public company report
financial and descriptive information about its reportable operating segments
using the management approach. Management has determined this change will not
significantly affect its financial reporting. The Company expects to adopt
Statement No. 131 in the first quarter of fiscal 1999.
STATEMENT OF POSITION 98-1
In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". This statement is
effective for fiscal years beginning after December 15, 1998, although earlier
application is permitted. In general, SOP 98-1 requires that certain costs to
develop software for internal use be capitalized. These requirements are to be
applied prospectively from the date of the Company's adoption. The Company
historically has not capitalized such costs.
NOTE 2: BUSINESS COMBINATIONS
During November 1996, the Company consummated business combinations with
Informed Access which included the exchange of 5,375,000 shares of Access Health
common stock (including 4,778,317 shares issued to Informed Access shareholders
and 596,683 shares reserved for future grant to Informed Access option holders)
and CRS, which included the exchange of 170,000 shares of Access Health common
stock. These business combinations were accounted for as pooling-of-interests
and, accordingly, the historical financial statements of the Company have been
restated to include the consolidated financial statements of Access Health,
Informed Access and CRS for all periods presented.
9
<PAGE>
ACCESS HEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
NOTE 2: BUSINESS COMBINATIONS (CONTINUED)
As of February 17, 1998, the Company announced a definitive agreement to
acquire privately held InterQual, Inc. of Marlborough, Massachusetts. Under the
terms of the acquisition, 4,290,000 shares of the Company's stock will be
exchanged for the outstanding shares of InterQual, Inc. The number of shares
issuable is subject to adjustment of up to an additional 500,000 shares to be
issued based upon a minimum transaction value of $130 million. It is anticipated
that the transaction would be accounted for as a pooling of interests under APB
Opinion No. 16 and is expected to close in the third fiscal quarter of this
year. The merger transaction is subject to stockholder approval by both
companies and customary closing conditions. The Company expects to recognize a
one-time charge in the third fiscal quarter of this year for integration and
transaction charges of approximately $8 to $9 million.
NOTE 3: NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties arising from bonuses are payable to members
of management, who are also stockholders of the Company. The final installment
due was paid in January 1998.
NOTE 4: LONG-TERM DEBT
The Company has a term facility agreement (the "Term Agreement") consisting
of note payable and capital lease facilities. At March 31, 1998, principal
balances under the note payable facility and capital lease facility totaled
$298,000 and $523,000, respectively. Principal balances under the Term Agreement
are secured by certain of the Company's equipment with an aggregate carrying
value of approximately $763,000 at March 31, 1998. Amounts payable under the
Term Agreement bear interest at 14.48%, are due at varying dates through
September 1999, and require monthly payments of principal and interest totaling
approximately $52,000. Payments due under the note payable facility of the Term
Agreement for the next twelve months are approximately $542,000.
NOTE 5: INCOME TAXES
The Company's state net operating loss carryforwards of approximately $6.7
million as of September 30, 1997 expire between 2007 and 2011. The Company also
has approximately $161,000 of federal research and development tax credits
available, which expire between 2007 and 2011.
Realization of the Company's net deferred tax assets is dependent upon the
Company generating sufficient taxable income in future years in the United
States to obtain benefit from the reversal of temporary differences and from tax
credit and state net operating loss carryforwards. The amount of deferred tax
assets considered realizable is subject to adjustment in future periods if
estimates of future taxable income are reduced.
NOTE 6: COMMITMENTS
OPERATING LEASES
The Company leases its offices under the terms of operating leases that
expire between September 1998 and December 2012. Annual minimum rental payments
for fiscal 1998, 1999, 2000, 2001, 2002 and thereafter are $3,032,000,
$2,920,000, $2,695,000, $2,641,000, $1,597,000 and $17,381,000 respectively.
Rental expenses are recorded on a straight-line basis over the respective lease
terms.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING BUT
NOT LIMITED TO STATEMENTS IDENTIFIED BY ASTERISK, WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE
RESULTS ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS SET FORTH HEREUNDER AND IN THE COMPANY'S ANNUAL REPORT AS FILED ON FORM
10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997.
RESULTS OF OPERATIONS
REVENUES. Revenues consist of revenues from care management services and
licensing and support services. Revenues increased from $25.1 million during the
three months ended March 31, 1997 to $31.2 million during the three months ended
March 31, 1998, or 24%, and increased from $49.7 million for the six months
ended March 31, 1997 to $60.3 million, or 21% for the six months ended March 31,
1998.
Revenues from care management services increased from $22.5 million during
the second quarter of fiscal 1997 to $28.1 million during the second quarter of
fiscal 1998, or 25%, and increased from $44.4 million during the first six
months of fiscal 1997 to $54.4, or 23% during the first six months of fiscal
1998, due to increases in membership levels related to the Company's contracts
during these periods. As of March 31, 1998, approximately 26.1 million members
were enrolled compared to approximately 17.9 million members enrolled as of
March 31, 1997. Average revenue per-member per-month was $0.37 for the second
quarter of fiscal 1998 compared to $0.43 for the second quarter of fiscal 1997.
Average revenue per-member per-month was $0.38 for the first six months of
fiscal 1998 compared to $0.45 for the first six months of fiscal 1997. The
decrease in average revenue per-member was primarily due to contract
rationalizations where actual utilization was meaningfully below the contract
minimum. The Company believes that the decline in average revenue per-member has
ended and average revenue per-member will stabilize during the remainder of
fiscal 1998.* Revenue from the Company's contracts is recognized ratably in
accordance with contract terms on the basis of per-member fees.
Revenues from licensing and support services increased from $2.6 million
during the second quarter of fiscal 1997 to $3.1 million, or 19%, during the
first quarter of fiscal 1998, and from $5.3 million during the first six months
of fiscal 1997 to $5.8 million, or 9%, for the first six months of fiscal 1998.
Licensing and support services revenues include licensing implementations and
program support activities for FirstHelp, the ASK-A-NURSE-Registered Trademark-
family of products, CANCERHelpLink-Registered Trademark-, Access Care Management
System-Registered Trademark- ("ACMS") and the LIFE MATCH-Registered Trademark-
family of products.
COST OF REVENUES. The cost of care management services revenues includes
the costs of operating the Company's services centers, on-going client
consultation and charges for providing care management member communications
services. The gross margins for care management services were 48.8% during the
second quarter of fiscal 1997 and 44.9% during the second quarter of fiscal
1998, and 49.2% during the first six months of fiscal 1997 compared to 45.1% for
the first six months of fiscal 1998. The decrease in gross margin during the
second quarter of fiscal 1998 and for the six months ended March 31, 1998
compared to the same periods in fiscal 1997, is primarily due to adjusting
pricing terms on older contracts typically effective upon renewal dates during
fiscal 1997. The Company does not anticipate that downward price adjustments to
contracts during the remainder of fiscal 1998 will have a material effect on
operating results.* Additional factors contributing to the decrease in gross
margin were operational inefficiencies experienced as a result of implementing a
common service platform in all care centers and absorbing the costs associated
with new product beta sites. The Company expects that gross margins for care
management services will be lower during the second half of the fiscal year than
in the first half due primarily to a continuation of operating inefficiencies
related to the implementation of the common system platform.
The cost of licensing and support services revenues includes the costs of
license implementations, on-going client consultation, annual users'
conferences, advertising materials, and other support services for FirstHelp,
ASK-A-NURSE, CANCER HelpLink, Access Care Management System and LIFE MATCH
11
<PAGE>
licensees. The gross margin percentages for licensing and support services
increased from 64.7% during the second quarter of fiscal 1997 to 78.0% during
the second quarter of fiscal 1998, and from 61.9% during the first six months of
fiscal 1997 to 76.7% for the first six months of fiscal 1998 due to changes in
product licensing mix and increased efficiency resulting from organizational
adjustments. While gross margins for licensing and support can fluctuate, the
Company believes it is currently operating near targeted gross margin levels for
licensing and support services.
PRODUCT AND OTHER DEVELOPMENT EXPENSES. Product and other development
expenses were $2.0 million, or 8.1% of revenues, during the second quarter of
fiscal 1997 and $1.7 million, or 5.4% of revenues, during the second quarter of
fiscal 1998. For the first six months of fiscal 1997, product and other
development expenses totaled $4.4 million, or 8.8% of revenues compared to $3.2
million, or 5.3% of revenues during the first six months of fiscal 1998. The
decrease of 15.0% from the second quarter of fiscal 1997 to the second quarter
of fiscal 1998, and the decrease of 27.3% for the first six months of fiscal
1997 to the first six months of fiscal 1998 is due to realizing cost savings
from the integration of the development teams of Access Health and Informed
Access Systems. The Company expects product and other development expenses to
increase in coming quarters, but generally consistent with the current
percentage of revenues.*
SALES AND MARKETING EXPENSES. Sales and marketing expenses were $1.9
million, or 7.6% of revenues, during the second quarter of fiscal 1997 and $2.5
million, or 7.9% of revenues, during the second quarter of fiscal 1998. For the
first six months of fiscal 1997, sales and marketing expenses totaled $4.2
million, or 8.5% of revenues, compared to $4.7 million, or 7.7% of revenues for
the first six months of fiscal 1998. For the quarter, as a percentage of
revenue, sales and marketing expenses increased slightly by 3% over the second
quarter of fiscal 1997. As a percentage of revenue, sales and marketing expenses
declined for the six months ended March 31, 1998 due to realizing cost savings
from the integration of the sales teams of Access Health and Informed Access.
The Company expects sales and marketing expenses to increase in coming quarters,
but generally consistent with the current percentage of revenues.*
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
were $2.2 million, or 8.7% of revenues, during the second quarter of fiscal 1997
and $2.5 million, or 8.1% of revenues, during the second quarter of fiscal 1998.
For the first six months of fiscal 1997, general and administrative expenses
totaled $4.6 million, or 9.2% of revenues, compared to $4.8 million, or 8.0% of
revenues for the first six months of fiscal 1998. As a percent of revenue,
general and administrative expenses decreased during the second quarter of
fiscal 1998 and the first six months of fiscal 1998 when compared to the prior
fiscal year due to realizing cost savings from the integration of Access Health
and Informed Access Systems' management teams. The Company expects general and
administrative expenses to increase in coming quarters, but generally consistent
with the current percentage of revenues.*
TRANSACTION COSTS. Transaction costs of $6.3 million were one-time charges
recorded in the first quarter of fiscal 1997 associated directly with the merger
of the Company with Informed Access and CRS and consists primarily of
professional fees and services of approximately $5.2 million.
Transaction costs associated with the pending InterQual, Inc. acquisition
are referenced in Note 2: Business Combinations.
INTEGRATION AND RESTRUCTURING COSTS. Integration and restructuring costs
related to the mergers of Informed Access and CRS were recorded in the amounts
of $7.0 million and $2.7 million during the first and fourth quarters of fiscal
1997, respectively. Integration and restructuring costs include: $7.1 million
for severance, outplacement and relocation costs specifically related to the
merger; $1.2 million related to the closure and elimination of duplicate leased
facilities, primarily corporate headquarters, a sales office and a call center;
and $1.3 million related to the write-off of computer hardware and other assets
which were made obsolete as a result of the merger and duplicate information
systems. The remaining merger-related accrual at March 31, 1998 was
approximately $1.9 million and includes: $1.1 million for severance,
12
<PAGE>
outplacement and relocation costs; $0.5 million related to the closure and
elimination of duplicate leased facilities; and $0.3 million related to the
write-off of computer hardware and other assets. Total expected cash
expenditures relating to the merger charge are estimated to be approximately
$6.7 million of which approximately $4.8 million was disbursed prior to March
31, 1998. Termination benefits received by employees terminated through
September 30, 1997 were approximately $5.6 million. The remaining severance and
outplacement amounts are expected to be paid during the current fiscal year.
Integration costs associated with the pending InterQual, Inc. acquisition
are referenced in Note 2: Business Combinations.
INCOME FROM OPERATIONS. Operating income increased from $6.5 million during
the second quarter of fiscal 1997 to $8.4 million during the second quarter of
fiscal 1998, and increased from a loss of $1.4 million for the first six months
of fiscal 1997 to a profit of $16.4 million during the same period in fiscal
1998. As indicated above, the changes are attributable to increasing revenues
and decreased ongoing operating expenses, and to the transaction, integration
and restructuring expenses recorded during the first six months of fiscal 1997,
but absent from the results for the first six months of fiscal 1998.
INCOME TAXES. The Company recorded an income tax provision of approximately
$1.4 million and $3.5 million for the three months ended March 31, 1997 and
1998, respectively, an income tax benefit of approximately $132,000 for the six
months ended March 31, 1997 and an income tax provision of approximately $6.9
million for the six months ended March 31, 1998, respectively. During fiscal
1997, the Company, for tax purposes, liquidated one of its subsidiaries,
allowing it to utilize the net operating loss of the subsidiary and reduce the
valuation allowance by $3,368,000. Additionally, during fiscal 1997, the Company
recorded a deferred tax asset of approximately $6.0 million resulting from
temporary differences in the recognition of certain expenses for book and tax
purposes.
Realization of the Company's net deferred tax asset is dependent upon Access
Health generating sufficient United States federal taxable income (approximately
$17.0 million) in future years to obtain benefit from the reversal of net
deductible temporary differences and from tax credit carryforwards. The
Company's management believes that, on a more likely than not basis, the
Company's recorded net deferred tax asset is realizable. The amount of deferred
tax assets considered realizable is subject to adjustment in future periods if
estimates of future United States federal taxable income are reduced.
OTHER INCOME. The Company generates interest and other income from cash
balances and available-for-sale securities. Interest and other income increased
from $336,000 to $919,000, or 173.5% in the second quarter of fiscal 1997 and
1998, respectively, and from $715,000 to $1,677,000, or 134.6% for the first six
months of fiscal 1997 and 1998, respectively due to the increase in cash and
equivalents and available for sale securities from $44.0 million at March 31,
1997 to $75.8 million at March 31, 1998.
EFFECTS OF INFLATION AND CHANGING PRICES. Inflation and changing prices
have not had a material effect on the Company's operations and, at current
levels, are not expected to in future years*.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, the Company held cash and equivalents and
available-for-sale securities totaling $75.8 million compared to a balance of
$58.0 million as of September 30, 1997. Cash provided by operations during the
first six months of fiscal 1998 was $15.3 million compared with $10.0 million
for the first six months of fiscal 1997.
The Company believes its current capital resources are adequate to fund cash
needs for anticipated operating levels for at least the next twelve months*. The
Company also may use capital resources in connection with business expansion
that may include the acquisition of complementary product lines or businesses
during fiscal 1998 or beyond*.
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<PAGE>
During the first six months of fiscal 1998, the Company purchased
approximately $3.2 million of property and equipment. The Company expects to
purchase additional capital equipment during the balance of fiscal 1998 to
further integrate and expand call centers and system capacity, and to expand the
Company's corporate infrastructure*.
- ------------------------
* THIS STATEMENT IS A FORWARD-LOOKING STATEMENT REFLECTING CURRENT
EXPECTATIONS. THERE CAN BE NO ASSURANCE THAT THE COMPANY'S ACTUAL FUTURE
PERFORMANCE WILL MEET THE COMPANY'S CURRENT EXPECTATIONS. INVESTORS ARE STRONGLY
ENCOURAGED TO REVIEW THE SECTION ENTITLED "RISK FACTORS THAT MAY AFFECT FUTURE
OPERATING PERFORMANCE."
14
<PAGE>
RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE
The following factors should be carefully considered in evaluating the
Company and its business.
UNCERTAINTY RELATED TO OBTAINING, EXPANDING AND RETAINING CONTRACTS MAY
IMPACT RESULTS OF OPERATIONS. The Company's ability to increase revenues and
profitability is largely dependent on the Company's ability to secure additional
care management contracts and to retain and expand existing contracts. The
Company could be adversely affected by the termination or non-renewal of any of
the Company's contracts, or by renegotiation of the terms of contracts,
particularly if the affected contracts cover a large number of members or
represent a significant portion of the Company's care management revenue. For
example, in fiscal 1997, the Company renegotiated various older care management
contracts, typically upon renewal, to bring price terms based on minimum
membership and utilization rates previously negotiated in line with actual
membership and utilization rates. Such rationalizations resulted in a decrease
of revenue by approximately $7.0 million in fiscal 1997. During the first half
of fiscal 1998 contract rationalizations decreased revenue by approximately $2.7
million and for the balance of the year the Company expects contract
rationalizations to reduce revenue under such contracts by approximately $3.2
million. Any factors adversely affecting the market for the care management
product or the licensing and support services products, including factors
outside of the Company's control, such as adverse publicity or government
regulatory action, could have a material adverse effect on the Company.
DEPENDENCE ON PRINCIPAL CUSTOMERS. Significant portions of the Company's
revenues are generated by a limited number of customers. The Company's care
management contracts range from approximately 800 members to 3.0 million members
per contract. In fiscal 1997, the five largest single care management
enrollments totaled 3.0 million, 2.4 million, 1.9 million, 1.5 million and 1.5
million members. In fiscal 1997, the Company's three largest customers accounted
for approximately 8.0%, 7.8%, and 6.9% of the Company's total revenues and the
Company's top five customers, in the aggregate, accounted for approximately
33.4% of the Company's total revenues. After an initial term of approximately
one to four years, contracts generally can be terminated upon 60 to 360 days
notice to the Company. Three of the Company's five largest contracts are up for
renewal in the second half of fiscal year 1998. The Company's contracts could be
subject to early termination by its customers if the Company were not in
compliance with any applicable government regulation. The termination,
non-renewal or renegotiation of any such agreements could have a material
adverse effect on the Company's operating results. See "Government Regulation."
UNCERTAINTY OF FUTURE OPERATING RESULTS. The Company's quarterly operating
results may fluctuate significantly in the future as a result of a variety of
factors, many of which are outside the Company's control. There can be no
assurance that the Company's revenues and profitability will increase during
fiscal 1998 and beyond. The Company's revenues may be materially adversely
affected by the termination or non-renewal of the Company's contracts or by the
renegotiation of the terms of such contracts. The Company may incur
significantly increased sales, marketing, and promotional expenses during fiscal
1998, and may devote additional resources to the further development of care
management, disease management or other new products. To the extent that the
Company incurs increased expenses, the Company's operating results will be
adversely affected unless revenues and operating margins increase sufficiently
to offset such expenditures. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
COMPETITION. The market for the Company's products and services is highly
competitive. There are a number of competitors that offer products or services
that compete with some or all of those offered by the Company. Existing and
potential clients may also evaluate the Company's products or services against
internally developed programs. Increased competition could result in pricing
pressure and margin erosion. In its existing business and as the Company offers
new products or services, or enters new markets, it may face increased
competition from competitors, some of which may have substantially greater
financial, marketing and technical resources than the Company. In particular,
several small competitors have
15
<PAGE>
recently been acquired or are expected to be acquired by companies with
substantially greater financial, marketing and technical resources than the
Company, and this could lead to increased competition. There can be no assurance
that the Company will continue to compete successfully.
CHANGING HEALTH CARE MARKET AND NEW PRODUCT DEVELOPMENT. The health care
industry has undergone significant changes in recent years, and changes are
expected to continue. Containing health care costs has become a national
priority. As a result, the health care industry has become increasingly
dominated by managed health care plans, causing cost containment pressure to
rise. To address these changes, the Company shifted its business focus in 1993
to payors from providers and developed its personal health management services.
There is no assurance that the Company's existing products and services will
achieve continued success or that its new products and services will succeed.
There also can be no assurance that continued industry change will not adversely
affect the Company's ability to compete. Continued change may cause the Company
to incur significant product development and marketing expenses. The Company's
future success will depend on the Company's ability to adapt to the changing
needs of the health care industry.
CARE CENTER OPERATIONS. The Company maintains member service and data
centers ("care centers") in Rancho Cordova, California; Chicago, Illinois;
Broomfield, Colorado; and Phoenix, Arizona. The Company's operations depend on
the adequate functioning of the computer and telephone systems in its call
centers. Although the Company has taken precautions to provide for power,
computer, and telephone systems redundancy, there can be no assurance that a
fire or other disaster affecting the centers or an equipment failure would not
disable the Company's systems for a significant period of time. Any significant
damage to the Company's facilities or an equipment failure could have a material
adverse effect on the Company's results of operations.
The successful operation of the Company's care centers is based on a
networked information system. The information system provides care center nurses
and health care counselors with access to care management applications and a
database of information including member information, plan rules, physician
information and clinical algorithms and guidelines. The Company is in the
process of developing a new information system which combines certain aspects of
the different systems developed by Access Health and Informed Access. Failure to
successfully develop and implement this new information system could delay
revenues or increase operating costs and could have a material adverse effect on
the Company. The ability to continue to develop, implement and support the
Company's information systems is dependent on its ability to employ and retain
experienced technical personnel. If the Company is unable to hire and retain
required personnel or is required to pay compensation at significantly higher
levels to attract and retain technical personnel it could have a material
adverse effect on the Company's financial results.
LIMITATIONS ON PROTECTION OF PROPRIETARY RIGHTS. The Company regards its
software, clinical algorithms and nursing assessment tools, clinical operational
expertise and marketing and program operation materials as proprietary and takes
action to protect its intellectual property with patents, copyrights,
trademarks, trade secret laws and restrictions on disclosure, copying and
transferring title. Despite the Company's precautions, it may be possible for
unauthorized third parties to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. There can be
no assurance that competitors, some of which have substantial resources and have
made substantial investments in competing technologies, will not seek to apply
for and obtain patents that will prevent, limit or interfere with the Company's
ability to market its products and services either in the United States or in
international markets. The Company could incur substantial costs defending
itself in suits against the Company or its proprietary rights or in bringing
suits against those parties to enforce the Company's proprietary rights. The
Company has been issued patents on its clinical algorithms in the United States
and has filed for patent protection in some foreign countries. There is no
assurance that such patents will not be challenged or invalidated. Existing
copyright laws afford only limited practical protection. In addition, the laws
of
16
<PAGE>
some foreign countries do not protect the Company's proprietary rights to the
same extent as do the laws of the United States, which could be a factor
depending upon into which countries outside the United States the Company
expands.
MANAGEMENT OF GROWTH. The Company has experienced rapid growth in recent
years. Continued rapid growth may place a significant strain on the Company's
management, telecommunications systems, operational infrastructure, working
capital and financial and management control systems. The difficulties of
managing growth may be increased by the necessity of coordinating geographically
separated organizations. In order for the Company to manage its client base
successfully, management will be required to anticipate the changing demands of
their growing operations and to adopt systems and procedures accordingly.
Failure to effectively implement or maintain such systems and procedures could
adversely affect the Company's business, results of operation and financial
condition. Further, there can be no assurance that the Company's current
information systems, telecommunications systems and operational infrastructure
will be adequate for its future needs, or that the Company will be successful in
implementing new systems. Failure to upgrade its information systems,
telecommunications systems and operational infrastructure or unexpected
difficulties encountered with these systems during expansion could adversely
affect the Company's business, financial condition and results of operations.
ACQUISITION-RELATED RISKS. The Company has grown in part through mergers
and acquisitions. The Company has entered into an agreement to acquire
InterQual, Inc. and intends to evaluate acquisitions of other product lines and
businesses as part of its business strategy. The process of integrating an
acquired company's business into the Company's operations may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for the ongoing
development of the Company's business. Moreover, there can be no assurance that
the anticipated benefits of an acquisition will be realized. Future acquisitions
by the Company could result in potentially dilutive issuance of equity
securities, the incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's operating results and financial condition. In
addition, acquisitions involve numerous risks, including difficulties in
managing diverse geographic operations, the diversion of management's attention
from other business concerns, risks of entering markets in which the Company has
no or limited direct prior experience, the addition of unanticipated
administrative and other expense, and the potential loss of key employees of the
acquired company. The inability of the Company's management to respond to
changing business conditions effectively, including the changes associated with
its acquired businesses and product lines, could have a material adverse effect
on the Company's results of operations.
KEY EMPLOYEES AND MANAGEMENT OF CHANGE. The Company's success depends on a
limited number of key management employees, most of whom are subject to
post-employment non-competition restrictions. The loss of the services of one or
more of these employees could have a material adverse effect on the Company. The
Company believes that its continued success also will depend in large part on
its ability to attract and retain highly skilled management, nursing, technical,
marketing, and sales personnel. Competition for such personnel is intense, and
there can be no assurance that the Company will be successful in attracting and
retaining such personnel as necessary.
Furthermore, the Company's ability to manage change and growth successfully
will require the Company to continue to improve its management expertise as well
as its financial systems and controls.
VOLATILITY OF STOCK PRICE. The market for the Company's stock is highly
volatile. The trading price of the Company's common stock is subject to wide
fluctuations in response to a variety of factors including the signing or loss
of a major contract, changes in market analyst estimates and recommendations for
the Company's common stock, fluctuations in operating results, the failure of
operating results to meet market analyst's estimates, changes in government
regulation and general conditions in the health care industry and the economy,
any of which could cause the price of the Company's common stock to fluctuate,
perhaps substantially. In addition, in recent years stock prices have
experienced significant fluctuations, which have
17
<PAGE>
particularly affected the market price for the securities of health care
companies and which often have been unrelated to the operating performance of
these companies.
GOVERNMENT REGULATION. The health care industry is subject to extensive and
evolving government regulation at both the Federal and state levels relating to
many aspects of the Company's and its clients' businesses in use of the
Company's programs, including the provision of health care services,
teleservicing, and health care referral programs. These statutes and regulations
in many cases predate the development of telephone-based health care information
and other interstate transmission and communication of medical information and
services. The literal language of certain of these statutes and regulations
governing the provision of health care services, including the practice of
nursing and the practice of medicine, could be construed by regulatory
authorities to apply to certain of the Company's activities, including without
limitation teleservicing activities which use California, Illinois, Arizona, and
Colorado registered nurses to provide out-of-state care management services such
as nursing assessments and information regarding appropriate sources of care and
treatment time frames. These statutes and regulations could also apply to
certain activities of the Company's health service customers when operating the
Company's programs. The Company understands that state regulators in some states
have informed some entities that they are adopting such a construction. The
Company has taken steps to comply with such regulatory interpretation, but there
can be no assurance that such steps will be sufficient to protect the Company
from the effects of any such regulatory action. In addition, the literal
language of the statutes and regulations governing health maintenance
organizations and other plans that provide or arrange for the provision of
health care services for a prepaid or periodic charge could be construed by
regulatory authorities to apply to certain activities of the Company that are
provided on a per-member, per-month basis. The Company has not been made, nor is
it aware that any other company providing out-of-state teleservicing has ever
been made, the subject of such requirements by a regulatory authority. However,
if regulators seek to enforce any of the foregoing statutory and regulatory
requirements, the Company, its employees and/or its clients could be required to
obtain additional licenses or registrations, to modify or curtail the operation
of the Company's programs, to modify the method of payment for the Company's
programs, or to pay fines or incur other penalties.
The payment of remuneration to induce the referral of health care business
has been a subject of increasing governmental and regulatory focus in recent
years. Section 1128B(b) of the Social Security Act (sometimes referred to as the
"Federal anti-kickback statute") provides criminal penalties for individuals or
entities that knowingly and willfully offer, pay, solicit or receive
remuneration in order to induce referrals for items or services for which
payment may be made under the Medicare and Medicaid programs and certain other
government-funded programs. The Social Security Act provides authority to the
Office of the Inspector General through civil proceedings to exclude an
individual or entity from participation in the Medicare and state health
programs if it is determined any such party has violated Section 1128B(b) of the
Social Security Act. Regulations have been promulgated specifying certain
payment practices, which will not be subject to criminal prosecution or civil
exclusion. These regulations, commonly referred to as the "safe harbor"
regulations, do not expand the scope of the Federal anti-kickback statute, and
the fact that a business arrangement does not fit within a safe harbor does not
mean the business arrangement violates the Federal anti-kickback statute. The
Company's programs do not meet the requirements of the safe harbor for referral
services. A number of states in which the Company operates have anti-kickback
statutes similar to the Federal statute as well as statutory and regulatory
requirements governing referral agencies and regulating franchising and business
opportunity ventures. In addition, the Federal government and a number of states
have enacted statutes which contain outright prohibitions on referrals for
specified services which are made by referring providers who have an ownership
interest in, or compensation arrangement with, the entity to which the referral
is made. If the Company or the use of its products and services were to be found
in violation of such statutes, the Company or its clients could be required to
modify or curtail the operation of the Company's programs, or to pay fines or
incur other penalties, and the Company's clients could be excluded from
participation in the Medicare and Medicaid programs and could be precluded from
charging fees and obtaining reimbursement for specified services.
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<PAGE>
There can be no assurance that the Company or the use of its products and
services will not be subject to review or challenge by government regulators
under any of the foregoing statutes and regulations that apply to health care
services and products. In addition, additional laws and regulations could be
enacted in the future that would regulate the Company or the use of its products
and services. Any government investigative or enforcement actions with respect
to the Company or the use of its products or services could generate adverse
publicity irrespective of the final outcome, and could have a material adverse
effect on the Company.
RISK MANAGEMENT. In recent years, participants in the health care industry,
including physicians, nurses and other health care professionals, have been
subject to an increasing number of lawsuits alleging malpractice, product
liability and related legal theories, many of which involve large claims and
significant defense costs. Due to the nature of its business, the Company could
become involved in litigation regarding the telephone information given by its
registered nurses or those of its licensees with the risk of adverse publicity,
significant defense costs and substantial damage awards. The Company has
established policies and procedures that limit the information provided by its
registered nurses to that contained in its clinical algorithms and protocols and
in other approved reference sources. In connection with its teleservices
operations, the Company has a quality assurance program that includes real-time
audits of calls and post call reviews to monitor compliance with established
policies and procedures. Generally, clients review and approve the Company's
clinical algorithms, protocols and guidelines prior to program implementation
and do not modify them without medical approval. To date, the Company has not
been the subject of any claim involving either its clinical assessment systems,
the operation of its teleservicing centers or the operation by hospital or other
clients of on-site call centers. However, there can be no assurance that claims
will not be brought against the Company. Even if such claims ultimately prove to
be without merit, defending against them can be time consuming and expensive,
and any adverse publicity associated with such claims could have a material
adverse effect on the Company. Further, there can be no assurance that the
Company has appropriate or sufficient coverage under the existing insurance
plans or that they will be able to obtain appropriate or sufficient amounts of
insurance in the future to address the foregoing risks on terms that are
commercially reasonable.
IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS. The architectural design on
the Company's computer systems and infrastructure have taken into account the
effect of integrating existing date data with date data from the Year 2000 and
beyond. As a result, the Company believes it will address and resolve any
possible issue associated with the integration of Year 2000 date data in a
timely fashion and will not materially affect future financial results or cause
reported financial information to be inaccurate.* Nevertheless, unforeseen
internal problems or unanticipated events including the inability of third party
vendors to integrate Year 2000 date data could occur causing a material adverse
effect on the Company's business, results of operations and financial condition.
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<PAGE>
PART II--OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The annual meeting of stockholders was held on February 25, 1998 to
elect directors, approve the adoption of the 1998 stock option plan and
the reservation of 900,000 shares for issuance thereunder, and ratify
independent auditors.
b) The following directors were elected at the meeting to serve a one year
term:
Richard C. Miller
Joseph P. Tallman
John R. Durant, M.D.
Kinney L. Johnson
Frank Washington
c) The matters voted upon at the meeting and the results of the voting with
respect to those matters were as follows:
<TABLE>
<CAPTION>
FOR WITHHELD
------------ -----------
<S> <C> <C>
1) Election of Directors:
Richard C. Miller................................................ 15,967,131 41,315
Joseph P. Tallman................................................ 15,967,131 41,315
John R. Durant, M.D.............................................. 15,967,131 41,315
Kinney L. Johnson................................................ 15,967,131 41,315
Frank Washington................................................. 15,967,131 41,315
</TABLE>
<TABLE>
<CAPTION>
BROKER
FOR AGAINST ABSTAIN NON-VOTES
------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C>
2) Approval of Adoption of Stockplan.......... 10,507,910 5,224,568 275,968 0
3) Ratification of Arthur Andersen LLP
as the Company's independent
auditors for fiscal year 1998............... 14,750,468 11,471 1,246,507 0
</TABLE>
The foregoing matters are described in detail in the Registrant's definitive
proxy statement dated January 20, 1998 for the Annual Meeting of Stockholders
held on February 25, 1998.
d) Not applicable.
20
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT DECRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<S> <C>
3.1 (A) Amended and Restated Certificate of Incorporation
3.2 (A) Amended and Restated Bylaws
3.3 (B) Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred
Stock of Access Health, Inc. filed on March 13, 1997.
4.1 (A) Specimen Stock Certificate
4.2* 1998 Stock Option Plan
4.3 (A) Shareholder's Representation Statement and Registration Rights Agreement dates as of November 25, 1996
between Registrant and various investors
4.4 (A) Registration Rights Agreement dated November 18, 1996
4.5* Form of Preferred Shares Rights Agreement, dated as of March 12, 1997 as amended on December 8, 1997
between the Company and First Chicago Trust Company of New York
27* Financial Data Schedule.
</TABLE>
- ------------------------
(A) Incorporated by reference to Registrant's Form 10-K for the year ended
September 30, 1996.
(B) Incorporated by reference to Registrant's Registration Statement on Form 8-A
filed March 13, 1997 (No. 000-19758).
* Previously filed
b) Reports on Form 8-K. Change of auditors Form 8-K filed on January 9,
1998.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 5, 1998
<TABLE>
<S> <C> <C>
ACCESS HEALTH, INC.
By: /s/ TIMOTHY H. CONNOR
-----------------------------------------
Timothy H. Connor
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (PRINCIPAL FINANCIAL OFFICER OF
REGISTRANT)
</TABLE>
22
