UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission File Number
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March 31, 2002 0-11476
HEALTHWATCH, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Minnesota 84-0916792
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1100 Johnson Ferry Road, Suite 670, Atlanta, GA 30342
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(Address of Principal Executive Offices)
(404) 256-0083
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former
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
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Number of registrant's common shares outstanding at April 30, 2002
4,533,788
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Transitional Small Business Disclosure Format (check one)
Yes No X
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PART I.
FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
HEALTHWATCH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2002
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 21,020
Accounts receivable 290,333
Note receivable, current portion 55,000
Other current assets 59,912
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TOTAL CURRENT ASSETS 426,265
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OTHER ASSETS
Property and equipment, net of accumulated depreciation of $315,559 108,849
Note receivable, net of current portion 335,439
Intangible assets, net of accumulated amortization of $1,814,343 5,733,194
-----------
TOTAL OTHER ASSETS 6,177,482
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TOTAL ASSETS $ 6,603,747
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 965,503
Accrued payroll and payroll taxes 107,181
Debentures payable 25,000
Deferred rent obligation 33,246
Note payable to a bank 207,224
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TOTAL LIABILITIES (ALL CURRENT) 1,338,154
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SHAREHOLDERS' EQUITY
Cumulative preferred stock, 15,000,000 shares authorized, $.05 par
value; $10,863,400 liquidation preference:
Series P, 66,886 shares issued and outstanding 3,344
Series C, 4,000 shares issued and outstanding 200
Series D, 71,191 shares issued and outstanding 3,560
Common stock, $.05 par value; 50,000,000 shares authorized:
2,790,724 shares issued and outstanding 139,537
1,743,064 shares to be issued 87,153
Additional paid-in capital 41,773,735
Unearned compensation (66,949)
Accumulated deficit (36,674,987)
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TOTAL SHAREHOLDERS' EQUITY 5,265,593
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 6,603,747
===========
The accompanying notes are an integral part of these consolidated financial
statements.
2
HEALTHWATCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
2002 2001
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SALES $ 180,419 $ 19,760
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OPERATING EXPENSES
Selling, general and administrative 107,245 822,713
Depreciation and amortization 386,460 76,784
Research and development 31,402 52,881
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TOTAL OPERATING EXPENSES 525,107 952,378
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OPERATING LOSS (344,688) (932,618)
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OTHER INCOME (EXPENSE)
Loss from investment in Halis, Inc. -- (75,654)
Realized loss on sale of marketable securities -- (4,446)
Interest income -- 11,909
Interest expense (7,970) (8,217)
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TOTAL OTHER INCOME (EXPENSE) (7,970) (76,408)
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LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (352,658) (1,009,026)
INCOME TAX EXPENSE (12,727) (15,162)
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LOSS FROM CONTINUING OPERATIONS (365,385) (1,024,188)
LOSS FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX
BENEFIT OF $12,727 AND $15,162)
(19,093) (22,743)
NET LOSS $ (384,478) $(1,046,931)
=========== ===========
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Loss from continuing operations $ (365,385) $(1,024,188)
Less preferred stock dividends (undeclared) 217,286 223,521
Less amortization of beneficial conversion option on Series D and
Series P preferred stock -- 1,429,839
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Loss from continuing operations available to common shareholders (582,671) (2,677,548)
Loss from discontinued operations, net of income tax benefit (19,093) (22,743)
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NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (601,764) $(2,700,291)
=========== ===========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED
Loss from continuing operations $ (0.13) $ (1.25)
Loss from discontinued operations, net of income tax benefit -- (0.01)
----------- -----------
Net loss $ (0.13) $ (1.26)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,522,717 2,142,751
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3
HEALTHWATCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
2002 2001
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SALES $ 639,648 $ 22,700
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OPERATING EXPENSES
Selling, general and administrative 639,679 2,517,672
Depreciation and amortization 1,159,603 203,228
Research and development 113,109 150,915
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TOTAL OPERATING EXPENSES 1,912,391 2,871,815
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OPERATING LOSS (1,272,743) (2,849,115)
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OTHER INCOME (EXPENSE)
Loss from investment in Halis, Inc. -- (203,364)
Realized loss on sale of marketable securities -- (8,306)
Interest income 68 107,858
Interest expense (26,047) (16,407)
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TOTAL OTHER INCOME (EXPENSE) (25,979) (120,219)
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LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (1,298,722) (2,969,334)
INCOME TAX BENEFIT(EXPENSE) 155,715 (30,849)
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LOSS FROM CONTINUING OPERATIONS (1,143,007) (3,000,183)
LOSS FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX OF $2,151 AND $30,849) (3,229) (46,274)
GAIN ON SALE OF SUBSIDIARY (NET OF INCOME TAX OF $157,866) 236,800 --
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NET LOSS $(909,436) $(3,046,457)
============ ===========
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Loss from continuing operations $(1,143,007) $(3,000,183)
Less preferred stock dividends (undeclared) 662,578 670,563
Less amortization of beneficial conversion option on Series D and
Series P preferred stock 763,095 4,421,529
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Loss from continuing operations available to common shareholders (2,568,680) (8,092,275)
Loss from discontinued operations, net of income tax (3,229) (46,274)
Gain on sale of subsidiary, net of income tax 236,800 --
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NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (2,335,109) $(8,138,549)
============ ===========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED
Loss from continuing operations $(0.57) $(3.78)
Loss from discontinued operations, net of income tax -- (0.02)
Gain on sale of subsidiary, net of income tax 0.05 --
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Net loss $ (0.52) $ (3.80)
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,484,010 2,142,751
============ ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
HEALTHWATCH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (909,436) $ (3,046,457)
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Adjustments:
Depreciation 39,637 11,851
Amortization 1,119,966 191,377
Loss from investment in Halis, Inc. -- 203,364
Loss on sale of marketable securities -- 8,306
Gain on sale of subsidiary (394,666) --
Net assets of discontinued operations 34,883 --
Stock options issued for services 31,713 --
Changes in assets and liabilities, net of effects of sale of subsidiary and
discontinued operations:
Accounts receivable (255,474) (22,766)
Inventory 8,016 5,268
Other current assets 123,459 (133,169)
Other assets -- (2,713)
Accounts payable and accrued expenses (152,482) 94,268
Deferred revenue and customer deposits -- (8,490)
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Total adjustments
555,052 347,296
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Net cash used in operating activities (354,384) (2,699,161)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment -- (128,039)
Proceeds from sale of marketable securities -- 3,228,639
Proceeds from sale of subsidiary 265,000 --
Increase in due from Halis, Inc. -- (117,173)
Purchase of intangible assets, capitalized MERAD
technology costs and other -- (248,732)
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Net cash provided in investing activities 265,000 2,734,695
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CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on note payable to a bank (24,200) --
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Net cash used by financing activities (24,200) --
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NET INCREASE (DECREASE) IN CASH (113,584) 35,534
CASH, BEGINNING OF PERIOD 134,604 16,264
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CASH, END OF PERIOD $ 21,020 $ 51,798
============ ============
The accompanying notes are an integral part
of these consolidated financial statements.
5
HEALTHWATCH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. 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) necessary for a fair
presentation of the Company's financial position as of March 31, 2002, and its
results of operations and cash flows for the three months and nine months then
ended have been included. However, operating results for the interim periods
noted are not necessarily indicative of the results that may be expected for the
year ending June 30, 2002. This report should be read in conjunction with the
Company's financial statements and notes thereto contained in the Company's
annual report on Form 10-KSB for the year ended June 30, 2001.
ORGANIZATION AND NATURE OF BUSINESS
HealthWatch, Inc. ("HealthWatch") and subsidiaries (collectively the "Company")
was founded in 1983. During the nine months ended March 31, 2002 while
continuing to be a supplier of parts and services for noninvasive vascular
diagnostic medical instruments to hospitals and medical clinics throughout the
United States, the Company continued to evolve into primarily a software
information technology ("IT") company. The Company discontinued the diagnostic
medical instrument service and supply business effective January 2002.
The Company's virtual software application utility (the "MERAD Systems")
utilizes an advanced multi-media object and relational database which creates
knowledge objects that can be used and reused in virtually unlimited numbers of
combinations to provide efficient applications that can be accessed in both an
Internet and Intranet environment. Headquartered in Atlanta, Georgia,
HealthWatch has research and development, marketing, sales and support
capabilities in the healthcare IT sector.
The Company's objective is to become a leading provider of enterprise software
applications to process and manage transactions for physician offices,
hospitals, outpatient clinics, and other healthcare providers. As part of this
plan, the Company will offer and market enterprise software solutions, known as
the Heal Systems and the HES Systems. The HES Systems and the Heal Systems use
proprietary technology to distribute, in a compressed digital format, one system
that includes over 30 integrated applications for the management of a healthcare
enterprise's resources, patient data, clinical data, and finances. The HES
Systems and the Heal Systems were designed and built using the Company's
software application utility, MERAD Systems.
6
INTANGIBLE ASSETS
Intangible assets, consisting of technology, are being amortized over five years
using the straight-line method.
LONG-LIVED ASSETS
HealthWatch evaluates the carrying value of long-lived assets, including
intangibles, whenever events or changes in circumstances indicate that the
carrying value of the asset may be impaired. An impairment loss is recognized
when estimated undiscounted future cash flows expected to result from the use of
the asset, including disposition, is less than the carrying value of the asset.
If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying value exceeds the fair value of the
assets, as measured by discounted cash flows over the remaining life of the
assets.
SIGNIFICANT ESTIMATES
Management has estimated the undiscounted future cash flows that are expected to
result from the use of its technology. These estimates are based on current
letters of intent and anticipated future sales. Achieving these estimates
depends on the Company's success in implementing its sales plan and penetrating
the market with its available resources. Management's estimates of projected
cash flows are subject to risks and uncertainties of change affecting the
recoverability of the Company's intangible assets. Although management has made
its best estimate of these factors based on current conditions and information,
it is reasonably possible that changes could occur in the near term which could
adversely affect management's estimate of net cash flows expected to be
generated from its technology and the need for asset impairment write-downs. As
a result, the carrying amount of the Company's intangible assets of
approximately $5.7 million may be reduced materially in the near term.
REVENUE RECOGNITION
Revenue consists of software licensing fees, support and consulting services.
The Company recognizes revenue from product sales at the time ownership
transfers to the customer, principally at shipment. Revenues from licensing
agreements are recognized after shipment of the product and fulfillment of
acceptance terms, provided no significant obligations remain and collection of
resulting receivables are deemed probable. Service revenues are recognized when
the services are performed.
NET LOSS PER SHARE
Basic loss per share is calculated as net loss available to common shareholders
divided by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution that could
occur from common shares issuable through stock options, stock warrants and
convertible debt and stock. As the Company's stock options, stock warrants and
convertible debt and stock are antidilutive for all periods presented, dilutive
loss per share is the same as basic loss per share.
7
INCOME TAXES
Deferred income tax assets and liabilities are recognized for the estimated tax
effects of temporary differences between the financial reporting and tax
reporting bases of assets and liabilities and for loss carryforwards based on
enacted tax laws and rates. A valuation allowance is used to eliminate deferred
income tax assets to the amount that is more likely than not to be utilized.
DEBENTURES PAYABLE
As of March 31, 2002, the Company had outstanding debentures with principal
totaling $25,000. The debentures accrue interest at an annual rate of 10%,
payable quarterly. The debentures matured on March 1, 1998, and are currently in
default as to the payment of principal and past due interest. The debentures,
including unpaid accrued interest, could be converted, at the option of the
holder, into shares of the Company's common stock. As of March 31, 2002, $18,468
in accrued but unpaid interest was outstanding on the debentures. The Company is
attempting to reach an agreement with the remaining debenture holder in an
effort to resolve the amounts outstanding or otherwise bring the debentures out
of their default status.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method. Under SFAS No. 142,
goodwill and intangible assets with indefinite lives are no longer amortized,
but are reviewed annually for impairment or more frequently if impairment
indicators arise. Separable intangible assets that have finite lives will
continue to be amortized over their useful lives. The amortization provisions of
SFAS No. 142 apply to goodwill and intangible assets acquired after June 30,
2001. With respect to goodwill and intangible assets acquired prior to July 1,
2001, the Company plans to adopt SFAS No. 142 effective July 1, 2002. The
Company is currently evaluating the effects that adoption of the provisions of
SFAS No. 142 will have on its results of operations and financial position. As
of March 31, 2002, the Company has intangible assets, net of accumulated
amortization, of approximately $5.7 million, which will be subject to the
transitional provisions of SFAS No. 142. Amortization expense was $1,119,966 and
$191,377 for the nine months ended March 31, 2002 and 2001, respectively.
NOTE B - OPERATIONS
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate the continuation of
the Company as a going concern. However, the Company incurred net losses of
$909,436 for the nine months ended March 31, 2002 and $3,937,367 for the year
ended June 30, 2001, and had a working capital deficiency of $911,889 at March
31, 2002. The Company has sustained continuous losses from operations. The
Company has used, rather than provided, cash in its operating activities during
8
the nine months ended March 31, 2002 and the year ended June 30, 2001 and has
deferred payment of certain accounts payable and accrued expenses. Given these
results, additional capital and improved operations will be needed to sustain
the Company's operations.
Management's operating plan is to fund future operations by licensing the
Company's technology assets to organizations that have significant numbers of
users. The Company entered into certain letters of intent with these types of
organizations. Through these agreements and future agreements, the Company
expects to generate sufficient cash flows to cover its operating costs and to
improve its financial position. In addition, the Company has significantly
reduced its operating expenses.
In view of the matters described, there is substantial doubt about the Company's
ability to continue as a going concern. The recoverability of the recorded
assets and satisfaction of the liabilities reflected in the accompanying balance
sheet is dependent upon continued operation of the Company, which is in turn
dependent upon the Company's ability to meet its financing requirements on a
continuing basis and to succeed in its future operations. There can be no
assurance that management will be successful in implementing its plans. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
NOTE C - GAIN ON SALE OF SUBSIDIARY
On October 9, 2001, the Company sold its claims processing subsidiary, ABAS, to
a company controlled by the President of ABAS. The sales agreement specifies a
maximum purchase price of $1,320,000. This purchase price consists of $265,000
paid at closing, $55,000 to be paid on or before June 1, 2002, and profit
sharing revenues of $1,000,000, of which $465,000 is guaranteed through a
five-year promissory note. The agreement also includes a marketing and
administrative services agreement to jointly pursue certain new technology-based
services and share in revenues. The sale resulted in a pre-tax gain of $394,666
($236,800 after estimated taxes). The non-interest bearing promissory note of
$520,000 has been discounted to $390,439 using a rate of 6.75% for five years.
The gain was computed using a sales price of $655,439 representing $265,000 paid
at closing, a discounted promissory note of $390,439, less net assets of ABAS of
$260,773.
The following is a summary of operations of ABAS included in the consolidated
financial statements of HealthWatch for the nine months ended March 31, 2002 and
2001:
2002 2001
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Sales $1,115,979 $ --
Operating expenses 1,060,232 --
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Operating income 55,747 --
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Interest expense (5,680) --
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$ 50,067 $ --
========== =====
9
NOTE D - DISCONTINUED OPERATIONS
In January 2002, the Company discontinued the diagnostic medical instrument
service and supply business.
The following is a summary of operations of the diagnostic medical instrument
service and supply business included in the consolidated financial statements of
HealthWatch for the nine months ended March 31, 2002 and 2001:
2002 2001
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Sales $139,526 $247,772
Operating expenses 192,257 322,167
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Operating loss (52,731) (74,395)
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Interest expense (2,716) (2,728)
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$(55,447) $(77,123)
======== ========
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Forward Looking Statements
The following discussion of HealthWatch's financial condition and results of
operations contains forward looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act
of 1934, which are intended to be covered by the safe harbors created thereby.
These statements include the plans and objectives of HealthWatch for future
operations. The forward looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. HealthWatch's plans
and objectives are based on certain assumptions including, but not limited to,
competitive conditions within the healthcare industry will not change materially
or adversely and that there will be no material adverse change in HealthWatch's
operations or business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions, as well as future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond HealthWatch's
control. Although HealthWatch believes that the assumptions underlying the
forward looking statements included herein are reasonable, the inclusion of such
information should not be regarded as a representation by HealthWatch, or any
other person, that the objectives and plans of HealthWatch will be achieved.
Financial Condition
Total assets at March 31, 2002 decreased $1,462,641 to $6,603,747 from
$8,066,388 at June 30, 2001. The decrease is primarily due to the amortization
of intangibles of $1,119,966, a reduction of assets of $668,680 related to the
sale of a subsidiary, a reduction of $113,584 in cash used to reduce current
liabilities, offset by an increase in receivables of $645,913, of which $390,439
is a note receivable due from the acquirer of ABAS. Current liabilities at March
31, 2002 decreased $470,870 to $1,338,154 from $1,809,024 at June 30, 2001. The
decrease is primarily due to a reduction in current liabilities of $305,610
related to the sale of a subsidiary and the repayment of accrued expenses and
payables. Shareholders' equity at March 31, 2002 decreased $877,723 to
$5,265,593 from $6,143,316 at June 30, 2001. This decrease is primarily due to
the net loss for the nine months ended March 31, 2002 of $909,436.
Results of Operations
Nine months ended March 31, 2002 compared to nine months ended March 31, 2001
Revenues increased $616,948, or 2,718% to $639,648 for the nine months ended
March 31, 2002 from $22,700 during the same period in 2001. The increase results
from licensing revenues from the Company's Heal Systems, HES Systems and MERAD
Systems.
Selling, general and administrative expenses decreased $1,877,993 or 74.6% to
$639,679 for the
11
nine months ended March 31, 2002 from $2,517,672 during the same period in 2001.
This decrease was primarily due to a decrease in compensation expense, the
discontinuance of payments to Halis under the business collaboration agreement
subsequent to the merger, and general reductions in operating expenses.
Research and development expenses decreased $37,806 or 25.1% to $113,109 for the
nine months ended March 31, 2002 as compared to $150,915 during the same period
in 2001. The decrease was primarily due to development work performed during the
nine months ended March 31, 2001.
Depreciation and amortization increased $956,375 to $1,159,603 for the nine
months ended March 31, 2002 from $203,228 during the same period in 2001. The
increase is primarily the result of amortization expense of $900,486 related to
intangible assets acquired in the Halis merger, which was effective May 31,
2001.
Equity loss from investment in Halis decreased from $203,364 to zero due to the
consummation of the Halis merger.
Interest income decreased $107,790 to $68 for the nine months ended March 31,
2002 as compared to $107,858 during the same period in 2001. The decrease is due
to the sale of marketable securities used for working capital purposes.
Interest expense increased $9,640 to $26,047 for the nine months ended March 31,
2002 as compared to $16,407 during the same period in 2001. The increase is due
to interest on notes payable to a bank acquired in the Halis merger.
Three months ended March 31, 2002 compared to three months ended March 31, 2001
Revenues increased $160,659, or 813.1% to $180,419 for the quarter ended March
31, 2002 from $19,760 during the same period in 2001. The increase results from
licensing revenues from the Company's Heal Systems, HES Systems and MERAD
Systems.
Selling, general and administrative expenses decreased $715,468 or 87.0% to
$107,245 for the quarter ended March 31, 2002 from $822,713 during the same
period in 2001. This decrease was primarily due to a decrease in compensation
expense, the discontinuance of payments to Halis under the business
collaboration agreement subsequent to the merger, and general reductions in
operating expenses.
Research and development expenses decreased $21,479 or 40.6% to $31,402 for the
quarter ended March 31, 2002 as compared to $52,881 during the same period in
2001. The decrease was primarily due to additional development work performed
during the third quarter ended March 31, 2001.
Depreciation and amortization increased $309,676 to $386,460 for the quarter
ended March 31, 2002 from $76,784 during the same period in 2001. The increase
is primarily the result of amortization expense of $300,162 related to
intangible assets acquired in the Halis merger which
12
was effective May 31, 2001.
Equity loss from investment in Halis decreased from $75,654 to zero due to the
consummation of the Halis merger.
Interest income decreased by $11,909 to zero for the quarter ended March 31,
2002. The decrease is due to the sale of Marketable Securities used for working
capital purposes.
Interest expense decreased by $247 to $7,970 for the quarter ended March 31,
2002 as compared to $8,217 during the same period in 2001.
Liquidity and Capital Resources
At March 31, 2002, HealthWatch had a cash balance of $21,020. During the nine
months ended March 31, 2002, operating activities consumed $354,384 of cash as
compared to $2,699,161 for the same period in 2001. The decrease in cash used in
operations is primarily the result of lower expenses, including the
discontinuance of payments to Halis under the business collaboration agreement
subsequent to the merger, and an increase in license revenues of the Company's
HEAL Systems.
Investing activities provided $265,000 cash during the nine months ended March
31, 2002 representing proceeds from the sale of ABAS. Cash provided for the same
period in 2001 of $2,734,695 primarily represents proceeds from the sale of
marketable securities of $3,228,639 offset by capitalized MERAD technology costs
of $248,732 and equipment purchases of $128,039.
Financing activities used $24,200 cash during the nine months ended March 31,
2002. In the first quarter ended September 30, 2001, the Company made principal
payments on the note payable to a bank acquired in the Halis merger, which was
effective May 31, 2001.
The Company continues to implement its business plan. Currently, HealthWatch
does not have any material commitments outstanding for capital expenditures and
does not anticipate making any material capital expenditures in the short term.
HealthWatch is not currently generating positive cash flow from its operations,
and does not currently have liquid assets necessary to sustain operations over
the next twelve months. Management believes that it is possible to provide the
necessary operating capital from sales of its products and services. However, if
HealthWatch is unable to generate sufficient cash flow from its business it will
be necessary to seek additional equity or debt financing. There can be no
assurance that the Company will be successful in obtaining additional financing
under acceptable terms, if at all.
13
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended March 31, 2002, the Company issued 50,006 shares of
common stock as a result of the conversion of 1,750 shares of Series D preferred
stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On March 1, 1998, $580,000 principal amount of the Company's 10% secured
convertible debentures ("Debentures") were due and payable. The Company was
unable to pay the Debentures in accordance with their terms and the Company
obtained no further extension of the maturity date from the holders. During
fiscal 1999, $100,000 in principal of the Debentures was paid to the holders
thereof. In January and February 2000, the Debenture holders converted $455,000
of their Debentures and related accrued interest of $139,357 into 316,990 shares
of common stock of the Company. As of March 31, 2002, a principal balance of
$25,000 remains outstanding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's shareholders during
the third quarter ended March 31, 2002.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following exhibits are filed with or incorporated by
reference into this report:
2.1 Agreement and Plan of Merger by and among Halis, Inc., HealthWatch
Merger Sub, Inc. and HealthWatch, Inc. dated as of June 29, 2000 (1).
2.2 Amendment to the Agreement and Plan of Merger dated as of September 29,
2000 (1).
2.3 Letter of Intent between HealthWatch, Inc. and Halis, Inc. dated
March 8, 2000 (1).
2.4 Amendment to the Financing Option between HealthWatch, Inc. and Halis,
Inc. dated July 28, 2000 (1).
2.5 Second Amendment to the Agreement and Plan of Merger, dated as of
January 31, 2001 (1).
3.1 Articles of Incorporation of HealthWatch, Inc., dated June 10, 1983 (1).
3.2 Certificate of Amendment of Articles of Incorporation of HealthWatch,
Inc., dated October 20, 1987(1)
3.3 Articles of Amendment of Articles of Incorporation of HealthWatch, Inc.,
dated December 5, 1989 (1).
3.4 Articles of Amendment of Articles of Incorporation of HealthWatch, Inc.,
dated December 8, 1999 (1).
3.5 Bylaws of HealthWatch, Inc. (1).
3.13 Certification of Designation, Preferences, Rights and Limitations of
the 6% Series A Convertible Preferred Stock of HealthWatch, Inc. dated
June 9, 1998 (1).
3.14 Amended and Restated Certification of Designation, Preferences, Rights
and Limitations of the Series P Preferred Stock of HealthWatch, Inc.
dated March 22, 2000 (1).
3.15 Certification of Designation, Preferences, Rights and Limitations of the
Series C 8% Convertible Preferred Stock of HealthWatch, Inc. dated
March 20, 2000 (1).
3.16 Certification of Designation, Preferences, Rights and Limitations of the
Series D 8% Convertible Preferred Stock of HealthWatch, Inc. dated
March 20, 2000 (1).
4.1 Specimen form of the Company's Common Stock certificate (2)
4.8 Subscription and Purchase Agreement dated as of the 14th day of
August 1992 between the Company and the Purchasers of the Company's 10%
convertible senior debentures due 1997 (including as an appendix
thereto the form of the debenture certificate) (3)
10.1 Business Collaboration Agreement dated as of October 10, 1997 between
HealthWatch, Inc. and Halis, Inc. (1)
10.6 Form of Warrant Certificate of HealthWatch, Inc. (1)
10.8 Amended and Restated Agency Agreement between Commonwealth Associates,
L.P. and HealthWatch, Inc. dated February 7, 2000 (1).
10.9 HealthWatch, Inc. 2000 Stock Option Plan, adopted as of May 8, 2000,
approved by HealthWatch stockholders July 14 2000 (1).
10.10 Form of Stock Option Agreement (1).
10.11 Amendment to the Business Collaboration Agreement dated September 20,
2000 between Halis, Inc. and HealthWatch, Inc. (1)
10.12 Finders Agreement between HealthWatch, Inc. and Commonwealth Associates,
L.P., dated March 21, 2000 (1)
21.1 Subsidiaries of HealthWatch, Inc. (1).
15
(b) REPORTS ON FORM 8-K. The following reports on Form 8-K were filed
during the quarter ended March 31, 2002.
None.
-------------------------
(1) Incorporated herein by reference to the Company's Registration Statement
on Form S-4, as amended, originally filed on October 24, 2000
(File No. 333-48546).
(2) Incorporated herein by reference to Registration Statement on Form S-18
(File No. 2-85688D).
(3) Incorporated herein by reference to Registration Statement on Form SB-2
(File No. 33-73462).
16
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed by the undersigned, thereunto duly authorized.
HEALTHWATCH, INC.
Date: May 15, 2002 /s/ Paul W. Harrison
--------------------
Paul W. Harrison
Chairman, President and
Chief Executive Officer
Date: May 15, 2002 /s/ Thomas C. Ridenour
----------------------
Chief Financial Officer and
Principal Accounting Officer
17
EXHIBIT INDEX
Number Description
------ -----------
2.1 Agreement and Plan of Merger by and among Halis, Inc., HealthWatch
Merger Sub, Inc. and HealthWatch, Inc. dated as of June 29, 2000 (1).
2.2 Amendment to the Agreement and Plan of Merger dated as of September
29, 2000 (1).
2.3 Letter of Intent between HealthWatch, Inc. and Halis, Inc. dated
March 8, 2000 (1).
2.4 Amendment to the Financing Option between HealthWatch, Inc. and Halis,
Inc. dated July 28, 2000 (1).
2.5 Second Amendment to the Agreement and Plan of Merger, dated as of
January 31, 2001 (1).
2.6 Third Amendment to the Agreement and Plan of Merger, dated as of
February 16, 2001 (1).
2.7 Fourth Amendment to the Agreement and Plan of Merger, dated as of
March 28, 2001 (1).
2.8 Fifth Amendment to the Agreement and Plan of Merger, dated as of
April 26, 2001 (1).
3.1 Articles of Incorporation of HealthWatch, Inc., dated June 10, 1983
(1).
3.2 Certificate of Amendment of Articles of Incorporation of HealthWatch,
Inc., dated October 20, 1987(1)
3.3 Articles of Amendment of Articles of Incorporation of HealthWatch,
Inc., dated December 5, 1989 (1).
3.4 Articles of Amendment of Articles of Incorporation of HealthWatch,
Inc., dated December 8, 1999 (1).
3.5 Bylaws of HealthWatch, Inc. (1).
3.13 Certification of Designation, Preferences, Rights and Limitations of
the 6% Series A Convertible Preferred Stock of HealthWatch, Inc.
dated June 9, 1998 (1).
3.14 Amended and Restated Certification of Designation, Preferences, Rights
and Limitations of the Series P Preferred Stock of HealthWatch, Inc.
dated March 22, 2000 (1).
3.15 Certification of Designation, Preferences, Rights and Limitations of
the Series C 8% Convertible Preferred Stock of HealthWatch, Inc.
dated March 20, 2000 (1).
3.16 Certification of Designation, Preferences, Rights and Limitations of
the Series D 8% Convertible Preferred Stock of HealthWatch, Inc.
dated March 20, 2000 (1).
4.1 Specimen form of the Company's Common Stock certificate (2)
4.8 Subscription and Purchase Agreement dated as of the 14th day of
August 1992 between the Company and the Purchasers of the Company's
10% convertible senior debentures due 1997 (including as an appendix
thereto the form of the debenture certificate) (3)
10.1 Business Collaboration Agreement dated as of October 10, 1997 between
HealthWatch, Inc. and Halis, Inc. (1)
10.6 Form of Warrant Certificate of HealthWatch, Inc. (1)
10.8 Amended and Restated Agency Agreement between Commonwealth Associates,
L.P. and HealthWatch, Inc. dated February 7, 2000 (1).
10.9 HealthWatch, Inc. 2000 Stock Option Plan, adopted as of May 8, 2000,
approved by HealthWatch stockholders July 14 2000 (1).
10.10 Form of Stock Option Agreement (1).
10.11 Amendment to the Business Collaboration Agreement dated September 20,
2000 between Halis, Inc. and HealthWatch, Inc. (1)
10.12 Finders Agreement between HealthWatch, Inc. and Commonwealth
Associates, L.P., dated March 21, 2000 (1)
18
21.1 Subsidiaries of HealthWatch, Inc. (1)
------------------------
(1) Incorporated herein by reference to the Company's Registration
Statement on Form S-4, as amended, originally filed on
October 24, 2000 (File No. 333-48546).
(2) Incorporated herein by reference to Registration Statement on Form
S-18 (File No. 2-85688D).
(3) Incorporated herein by reference to Registration Statement on Form
SB-2 (File No. 33-73462).
19