UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 12, 2011
AUTHENTIDATE HOLDING CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-20190
DELAWARE | 14-1673067 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Connell Corporate Center
300 Connell Drive, 5th Floor
Berkeley Heights, New Jersey 07922
(Address and zip code of principal executive offices)
(908) 787-1700
(Registrants telephone number, including area code
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On May 12, 2011, Authentidate Holding Corp. announced by press release its earnings for the fiscal quarter ended March 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit | ||
99.1 | Press Release of Authentidate Holding Corp. dated May 12, 2011. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
AUTHENTIDATE HOLDING CORP. | ||
By: | /s/ OConnell Benjamin | |
Name: OConnell Benjamin | ||
Title: Chief Executive Officer |
Date: May 12, 2011
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release of Authentidate Holding Corp. dated May 12, 2011. |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
For: Authentidate Holding Corp.
Investor Contacts:
Robert Schatz
Wolfe Axelrod Weinberger Assoc. LLC
(212) 370-4500; (212) 370-4505 fax
AUTHENTIDATE HOLDING CORP. REPORTS FISCAL 2011 THIRD QUARTER RESULTS
BERKELEY HEIGHTS, NJ May 12, 2011 Authentidate Holding Corp. (Nasdaq: ADAT), a provider of secure health information exchange, workflow management services and telehealth solutions, today announced financial results for the three and nine month periods ended March 31, 2011.
Selected highlights for the nine month period ended March 31, 2011 include:
| Added several new projects for Inscrybe® Healthcare and ExpressMDs Electronic House Call telehealth solution, including Kennedy Health System, Ritecare Medical Products, Visiting Nursing Association of Western New York, Chicago VNA, Inc., Lehigh Valley Respiratory Care, Primary Wound Care and a telehealth distribution agreement with Rotech Healthcare Inc. that have been announced. |
| Increased revenues for the quarter and nine month periods over the same periods last year and reduced the loss from continuing operations for the current year periods. |
| Announced a settlement agreement that, if final approval is granted by the court, resolves the shareholder class action suit. |
| Strengthened our balance sheet with the sale of certain non-core assets in July 2010 for net proceeds of approximately $2.35 million and the private placement of the companys securities in October 2010 for net proceeds of approximately $4.46 million. |
Other highlights that have been announced subsequent to March 31, 2011 include the sale of our German subsidiary, a significant contract award for our telehealth products and services from the U.S. Department of Veterans Affairs, and new Inscrybe Healthcare projects for Ameri-Quipt of NC, Superior Oxygen & Medical Supplies and Medical Plus Supplies.
Ben Benjamin, Chief Executive Officer of Authentidate, stated, During the third quarter we made continued progress with each of our core offerings and announced several key events subsequent to the quarter end that demonstrate that we are well positioned for growth with our Inscrybe Healthcare, telehealth, and hospital discharge solutions. Many of these developments, both during the quarter and subsequent to the quarter end, support our vision of providing innovative healthcare technology to enable better care coordination for patients. Our new opportunity with the U.S. Department of Veterans Affairs (VA) was a tremendous success for our company and shareholders alike. Our desire and passion for delivering superior products and services to our veterans has kept us extremely focused over the last few quarters and our efforts have paid off. While this contract is a major coup for our company, our work is not complete and we are building out the infrastructure to meet the demands of the VA.
Further, I should also mention the recent wins for our Inscrybe Healthcare solutions, which continue to meet the needs of healthcare providers interested in reducing costs and automating a variety of important workflow processes. We continue to experience increased customer inquiries for our solutions and have been successful in adding a number of new customer projects. We believe that we are making a positive impact in awareness for all of our solutions given these new projects and the rise in inquiries received in recent months.
Mr. Benjamin concluded, Authentidate has undergone a number of changes during our fiscal year to date which have enabled us to fund the company as the markets for our products and services continue to develop and to focus the company on the future growth opportunities in these markets. During this time, we have successfully managed expenses and shed non-essential assets and divisions to help finance our operations. We are very excited about the prospects that lie ahead for Authentidate, and believe the company is well positioned for the future.
Revenues for the three months ended March 31, 2011 from continuing operations were approximately $709,000 compared to $610,000 for the same period last year. These results reflect an increase of approximately 16% in revenues due to increases in transaction volumes and new customer projects. Compared to the second quarter of fiscal 2011, revenues increased approximately 2% reflecting the same trends.
Net loss for the third quarter of fiscal 2011 was approximately $1,621,000, or $0.04 per share, compared to $2,268,000, or $0.06 per share, for the prior year period. The decrease in the net loss for the period reflects higher revenues and lower expenses from our cost management activities. The net loss for 2011 includes income from discontinued operations of approximately $80,000 compared to a loss from discontinued operations of approximately $132,000 for the prior year period.
Revenues for the nine months ended March 31, 2011 from continuing operations were approximately $2,087,000 compared to $1,760,000 for the same period last year. These results reflect the same trends as the third quarter.
Net loss for the nine months ended March 31, 2011 was approximately $10,493,000, or $0.25 per share, compared to $7,200,000, or $0.20 per share, for the prior year period. The net loss for the current period includes a loss from discontinued operations of $5,647,000, or $0.13 per share, including a non-cash loss on disposal of $5,283,000, compared to a loss from discontinued operations of approximately $136,000 for the prior year period. The company initially recorded the estimated loss on disposal in the second quarter of fiscal 2011 as a goodwill impairment charge. The loss from continuing operations for the current period was approximately $4,846,000, or $0.12 per share, compared to $7,064,000, or $0.20 per share, for the prior year period, reflecting the same trends as the third quarter.
As of March 31, 2011, the companys cash, cash equivalents and marketable securities totaled approximately $2,513,000, working capital for continuing operations was approximately $5,626,000 and deferred revenue was approximately $307,000. Additionally, in April we completed the sale of our German subsidiary and received net proceeds of approximately $1,300,000 from the transaction.
About Authentidate Holding Corp.
Authentidate Holding Corp. is a provider of secure health information exchange, workflow management services and telehealth solutions. The companys software and web-based services enable healthcare organizations and other enterprises to increase revenues, reduce costs and enhance patient care by eliminating paper and manual work steps from clinical and administrative processes. The web-based services are delivered as Software as a Service (SaaS), and only require that customers have an Internet connection and web browser. The companys healthcare customers and users include leading homecare companies, health systems and physician groups. These organizations utilize the companys products and services to coordinate care for patients outside of acute-care.
For more information, visit the companys website at www.authentidate.com.
About ExpressMD Solutions
ExpressMD Solutions is a joint venture formed by Authentidate Holding Corp. and EncounterCare Solutions (ECSL) to provide web-based telehealth services and home healthcare equipment dedicated to the advancement of in-home patient healthcare and improved chronic condition outcomes. The complete ExpressMD telehealth solution combines Electronic House Call, an FDA 510(k) market clearance approved, in-home patient vital signs monitoring system with a web application that streamlines the practitioners job anywhere they have Internet or a Windows mobile communication device.
For more information about ExpressMD Solutions, visit www.expressmdsolutions.com
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words believe, anticipate, think, intend, plan, will be, expect, and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of the company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the companys ability to implement its business plan for various applications of its technologies, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the companys reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the company or any other person that the objectives and plans of the company will be achieved.
Authentidate and Inscrybe are registered trademarks of Authentidate Holding Corp. ExpressMD and Electronic House Call are trademarks of ExpressMD Solutions, LLC. All other trade names are the property of their respective owners.
- Financial Tables Follow
Authentidate Holding Corp. and Subsidiaries
Condensed Consolidated Balance Sheet Data
(Unaudited)
( in thousands, except per share data ) |
March 31, 2011 (Unaudited) |
June 30, 2010 |
||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 1,533 | $ | 276 | ||||
Restricted cash |
256 | 256 | ||||||
Marketable securities |
980 | 1,079 | ||||||
Accounts receivable, net |
450 | 521 | ||||||
Inventory |
4,667 | 4,589 | ||||||
Prepaid expenses and other current assets |
980 | 665 | ||||||
Assets of discontinued operations |
797 | 694 | ||||||
Total current assets |
9,663 | 8,080 | ||||||
Property and equipment, net |
393 | 520 | ||||||
Other assets |
||||||||
Software development costs, net |
886 | 1,460 | ||||||
Other assets |
1,077 | 1,152 | ||||||
Assets of discontinued operations |
1,925 | 7,332 | ||||||
Assets held for sale |
| 2,000 | ||||||
Total assets |
$ | 13,944 | $ | 20,544 | ||||
Liabilities, Redeemable Preferred Stock and Shareholders Equity |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 3,073 | $ | 4,092 | ||||
Deferred revenue |
167 | 240 | ||||||
Liabilities of discontinued operations |
1,547 | 1,194 | ||||||
Total current liabilities |
4,787 | 5,526 | ||||||
Long-term deferred revenue |
140 | 140 | ||||||
Total liabilities |
4,927 | 5,666 | ||||||
Commitments and contingencies |
||||||||
Redeemable preferred stock |
2,856 | | ||||||
Shareholders equity |
||||||||
Preferred stock $.10 par value; 5,000 shares authorized Series B, 28 shares issued and outstanding on June 30, 2010 |
| 3 | ||||||
Common stock, $.001 par value; 75,000 shares authorized, 46,035 and 38,436 issued and outstanding on March 31, 2011 and June 30, 2010, respectively |
46 | 38 | ||||||
Additional paid-in capital |
172,445 | 170,490 | ||||||
Accumulated deficit |
(166,203 | ) | (155,518 | ) | ||||
Accumulated other comprehensive loss |
(127 | ) | (135 | ) | ||||
Total shareholders equity |
6,161 | 14,878 | ||||||
Total liabilities, redeemable preferred stock and shareholders equity |
$ | 13,944 | $ | 20,544 | ||||
Authentidate Holding Corp. and Subsidiaries
Condensed Consolidated Statements of Operations Data
(Unaudited)
Three Months Ended March 31, |
Nine Months Ended March 31, |
|||||||||||||||
(in thousands, except per share data) |
2011 | 2010 | 2011 | 2010 | ||||||||||||
Revenues - hosted software services |
$ | 709 | $ | 610 | $ | 2,087 | $ | 1,760 | ||||||||
Operating expenses |
||||||||||||||||
Cost of revenues |
438 | 533 | 1,456 | 1,527 | ||||||||||||
Selling, general and administrative |
1,470 | 1,698 | 4,370 | 5,369 | ||||||||||||
Product development |
213 | 257 | 617 | 792 | ||||||||||||
Depreciation and amortization |
289 | 349 | 855 | 872 | ||||||||||||
Total operating expenses |
2,410 | 2,837 | 7,298 | 8,560 | ||||||||||||
Operating loss |
(1,701 | ) | (2,227 | ) | (5,211 | ) | (6,800 | ) | ||||||||
Other income (expense), net |
| 91 | 365 | (264 | ) | |||||||||||
Loss from continuing operations |
(1,701 | ) | (2,136 | ) | (4,846 | ) | (7,064 | ) | ||||||||
Income (loss) from discontinued operations, including estimated loss on disposal in 2011 of $5,283, net |
80 | (132 | ) | (5,647 | ) | (136 | ) | |||||||||
Net loss |
$ | (1,621 | ) | $ | (2,268 | ) | $ | (10,493 | ) | $ | (7,200 | ) | ||||
Basic and diluted loss per common share |
||||||||||||||||
Continuing operations |
$ | (0.04 | ) | $ | (0.06 | ) | $ | (0.12 | ) | $ | (0.20 | ) | ||||
Discontinued operations |
0.00 | (0.00 | ) | (0.13 | ) | (0.00 | ) | |||||||||
Basic and diluted loss per common share |
$ | (0.04 | ) | $ | (0.06 | ) | $ | (0.25 | ) | $ | (0.20 | ) | ||||
###