1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTER REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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 0-31014
HEALTHEXTRAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2181356
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2273 RESEARCH BOULEVARD, 2ND FLOOR, ROCKVILLE, MARYLAND 20850
(Address of principal executive offices, zip code)
(301) 548-2900
(Registrant's phone number, including area code)
Not Applicable
-------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
The number of shares of common stock, par value $.01 per share, outstanding on
May 10, 2001 was 29,186,157.
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HEALTHEXTRAS, INC.
FIRST QUARTER 2001 FORM 10-Q
TABLE OF CONTENTS
Page
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PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets as of December 31, 2000 and March 31, 2001
(Unaudited)..........................................................1
Statements of Operations and Comprehensive Loss for the Three
Months Ended March 31, 2000 and 2001 (Unaudited).................2
Statements of Cash Flows for the Three Months Ended
March 31, 2000 and 2001 (Unaudited)..............................3
Notes to Financial Statements.........................................4
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................5
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk.......8
PART II OTHER INFORMATION
SIGNATURES
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEALTHEXTRAS, INC.
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
2000 2001
---------------- ----------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 28,921,312 $ 24,556,701
Accounts receivable, net 3,799,270 5,297,538
Deferred charges:
Direct 3,050,603 2,835,505
Marketing and promotion 508,447 1,049,382
Other current assets 731,061 732,496
---------------- ----------------
Total current assets 37,010,693 34,471,622
Fixed assets, net 4,588,153 4,722,862
Goodwill, net 9,120,104 8,966,393
Other assets 1,325,156 1,273,786
---------------- ----------------
Total assets $ 52,044,106 $ 49,434,663
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 7,555,031 $ 7,795,423
Purchase consideration due for IPM 956,075 6,722
Other current liabilities 22,876 32,500
Deferred revenue 7,121,349 6,551,119
---------------- ----------------
Total current liabilities 15,655,331 14,385,763
---------------- ----------------
Long-term liabilities 150,211 -
---------------- ----------------
Total liabilities 15,805,542 14,385,763
---------------- ----------------
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, none issued - -
Common stock, $0.01 par value, 100,000,000 shares
authorized, 28,902,600 and 29,186,157 shares
issued and outstanding at December 31, 2000
and March 31, 2001, respectively 289,026 291,862
Additional paid-in capital 54,149,068 55,819,274
Retained earnings (17,946,192) (20,838,121)
Deferred compensation (253,338) (224,115)
---------------- ----------------
Total stockholders' equity 36,238,564 35,048,900
---------------- ----------------
Total liabilities and stockholders' equity $ 52,044,106 $ 49,434,663
================ ================
The accompanying notes are an integral part of these financial statements.
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HealthExtras, Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the three months ended
March 31,
-------------------------------
2000 2001
------------- -------------
(unaudited)
Revenue $ 5,253,244 $23,096,629
------------- -------------
Direct expenses 2,680,342 16,751,935
Product development and marketing 8,829,309 6,808,131
General and administrative 1,620,997 2,816,094
------------- -------------
Total operating expenses 13,130,648 26,376,160
------------- -------------
Operating loss (7,877,404) (3,279,531)
Interest income 680,757 387,907
Other income (expense), net 551,097 (305)
------------- -------------
Net loss (6,645,550) (2,891,929)
Reclassification adjustment for realized gains included in net loss
during the period (132,669) -
------------- -------------
Comprehensive loss $(6,778,219) $(2,891,929)
============= =============
Basic and diluted net loss per share $ (0.24) $ (0.10)
Weighted average shares of common stock outstanding
(in thousands) 27,635 29,119
The accompanying notes are an integral part of these financial statements.
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HealthExtras, Inc.
Consolidated Statements of Cash Flows
For the three months ended
March 31,
-------------------------------
2000 2001
-------------- --------------
(unaudited)
Cash flows from operating activities:
Net loss $ (6,645,550) $ (2,891,929)
Depreciation expense 61,046 371,109
Gain on sale of marketable securities (551,734) -
Non-cash compensation expense and fees 29,223 1,354,415
Amortization of goodwill - 153,710
Changes in assets and liabilities:
Accounts receivable (11,410) (1,498,267)
Deferred charges (546,238) (325,837)
Prepaid expenses and other assets (18,057) 49,935
Accounts payable and accrued expenses 1,592,559 99,805
Deferred revenue 1,888,283 (570,230)
------------- -------------
Net cash used in operating activities (4,201,878) (3,257,289)
------------- -------------
Cash flows from investing activities:
Capital expenditures (227,106) (505,818)
Payment for purchase of IPM securities - (601,504)
Sale of marketable securities 425,250 -
------------- -------------
Net cash provided by (used in) investing activities 198,144 (1,107,322)
------------- -------------
Net decrease in cash and cash equivalents (4,003,734) (4,364,611)
Cash and cash equivalents at the beginning
of period 46,971,106 28,921,312
------------- -------------
Cash and cash equivalents at the end of period $ 42,967,372 $ 24,556,701
============= =============
The accompanying notes are an integral part of these financial statements.
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HEALTHEXTRAS, INC.
NOTES OF FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
HealthExtras, Inc. (the "Company" or "HealthExtras") is a Delaware
corporation organized on July 9, 1999 and the successor to certain predecessor
companies (the "Predecessor Companies"). The Predecessor Companies include:
Sequel Newco, Inc., Sequel Newco Joint Venture (the Joint Venture), Health
Extras Partnership ("HEP"), Sequel Newco, LLP ("SN LLP") and HealthExtras, LLC.
The Company commenced business operations with its health benefits program on
November 1, 1998; however, all operating revenues were deferred and were
recognized in 1999 in order to coincide with the program member benefits.
The financial statements for the three months ended March 31, 2000 and
2001 have not been audited but, in the opinion of management, include all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the information set forth therein. The results of operations for the
three months ended March 31, 2001 are not necessarily indicative of the results
to be expected for the full year or in the future. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. The year-end balance sheet data was derived from audited financial
statements, but does not include disclosures required by generally accepted
accounting principles. These condensed statements should be read in conjunction
with the Company's most recent Form 10-K as of December 31, 2000.
On December 17, 1999, in connection with the closing of the initial
public offering of 5,500,000 shares of the Company's common stock at a price of
$11.00 per share, HealthExtras, LLC was merged into the Company with the Company
being the surviving entity (the "Reorganization") and the members of
HealthExtras, LLC received an aggregate 22,100,000 shares of the Company's
common stock in exchange for their member interests. The net proceeds received
by the Company from the initial public offering (net of underwriting commissions
and expenses of $5.6 million) were approximately $54.9 million.
2. NET LOSS PER SHARE
Basic net loss per share is based on the weighted average number of
shares outstanding during the period. Diluted net loss per share is based on the
weighted average number of shares and dilutive common stock equivalent shares
outstanding during the period. Outstanding stock options to purchase 1,463,000
shares of common stock, at an exercise price less than the closing price at
March 31, 2001, were excluded from the net loss per share calculation because
they were antidilutive.
In addition, during the quarter the Company recorded a non-cash expense
of $1,325,000 related to common stock warrants ("Warrants") estimated to be
issuable to a marketing partner based on interim performance objectives. The
Company expects 750,000 Warrants with an exercise price of $5.21 will vest on
June 30, 2001. The Warrants were excluded from the net loss per share
calculation because they were antidilutive.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. WE UNDERTAKE NO
OBLIGATION TO REVISE ANY FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS
OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE OF THIS REPORT. WHILE
FORWARD-LOOKING STATEMENTS ARE SOMETIMES PRESENTED WITH NUMERICAL SPECIFICITY,
THEY ARE BASED ON VARIOUS ASSUMPTIONS MADE BY MANAGEMENT REGARDING FUTURE
CIRCUMSTANCES OVER MANY OF WHICH WE HAVE LITTLE OR NO CONTROL. FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY WORDS INCLUDING "ANTICIPATE," "BELIEVE,"
"ESTIMATE," "EXPECT" AND SIMILAR EXPRESSIONS. WE CAUTION READERS THAT
FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION, THOSE RELATING TO OUR
FUTURE BUSINESS PROSPECTS, REVENUES, WORKING CAPITAL, LIQUIDITY, AND INCOME, ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT WOULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD- LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM FORWARD-LOOKING
STATEMENTS INCLUDE DIMINISHING CONSUMER DEMAND, RISKS INVOLVING THE LOSS OF
MARKETING PARTNERS, RISKS INVOLVING THE LOSS OF OUR BENEFIT PROVIDERS, RISKS
RELATED TO REGULATION, RISKS RELATED TO ACQUISITIONS, RISKS RELATED TO
COMPETITION AND OTHER RISKS AND FACTORS IDENTIFIED FROM TIME TO TIME IN OUR
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. PLEASE REFER TO THOSE
RISKS IDENTIFIED UNDER THE SECTIONS "CERTAIN FACTORS THAT MAY AFFECT FUTURE
OPERATING RESULTS", "FACTORS RELATED TO REGULATION", AND "FACTORS RELATED TO THE
INTERNET AND ELECTRONIC COMMERCE" IN THE COMPANY'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2000, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2,
2001 (FILE NO. 0-31014), WHICH ARE INCORPORATED HEREIN BY REFERENCE.) SHOULD ONE
OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING
ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE
ANTICIPATED, ESTIMATED OR PROJECTED.
OVERVIEW
A significant portion of our revenue is generated from the sale of
membership programs that primarily provide disability benefits. While product
development has been ongoing for the past several years, we began
revenue-generating activities in January 1999. Prior to that time, we were a
development stage enterprise, which designed and test marketed various benefit
combinations. To date, we have primarily focused on the distribution of our
membership programs to our business partners' customers and building recognition
of our program brand. Christopher Reeve is featured prominently in our online,
television, and print marketing campaigns to build brand awareness. Our
objective is to affect a growing portion of our program distributions over the
Internet.
We believe our consumer research and marketing efforts have given us
valuable insight into the consumer perceptions and preferences regarding the
value and limitations of prevailing insurance products. Accordingly, we believe
that our programs are well positioned to address the needs of our targeted
market segments. As of March 31, 2001, more than 550,000 members had enrolled in
our programs.
In addition to providing supplemental health and disability benefits,
we also provide pharmacy benefit management services through our subsidiary
HealthExtrasRx (formerly known as International Pharmacy Management, Inc.),
which we acquired on November 1, 2000. Thus, the March 2001 quarterly results
include the results of operations from those pharmacy benefit management
services. Information regarding the contribution of those pharmacy benefit
management services is shown under the Segment Reporting section below.
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Revenue is generated by payments for program benefits. The primary
determinant of HealthExtras' revenue recognition is monthly program enrollment.
In general, revenue is recognized based on the number of members enrolled in
each reporting period multiplied by the applicable monthly fee for their
specific membership program. The revenue recognized by HealthExtras includes the
cost of the membership benefits, which are supplied by others, including the
insurance components. Revenue from program payments received, and related direct
expenses, are deferred to the extent that they are applicable to future periods
or to any refund guarantee we offer. As of March 31, 2001, initial revenue was
deferred for approximately 100,000 program members. HealthExtrasRx revenues from
sales of prescription drugs by pharmacies in the company's nationwide network
and related claims processing fees are recognized when the claims are
adjudicated. Pharmacy claims are adjudicated at the point-of-sale using the
company's on-line claims processing system. When HealthExtrasRx has an
independent obligation to pay its network pharmacy providers, the company
includes payments from plan sponsors for these benefits as revenues and payments
to its pharmacy providers as direct expense. Rebate revenues earned under
arrangements with manufacturers are recognized as they are earned in accordance
with contractual agreements. Certain of these revenues are based on estimates,
which are subject to final settlement with the contracted party. Revenues from
the dispensing of pharmaceuticals from the company's mail service pharmacy are
recognized when each prescription is shipped.
Direct expenses consist principally of marketing and processing fees,
the cost of benefits provided to program members, and direct costs associated
with HealthExtrasRx pharmacy benefit management operations. Direct expenses are
a function of the level of membership during the period and the specific set of
program features selected by members. The coverage obligations of our benefit
suppliers and the related expense are determined monthly, as are the remaining
direct expenses. HealthExtras frequently maintains a prepaid expense balance
with respect to the features of its programs supplied by others. Where amounts
are prepaid, direct expense is recognized based on the actual membership levels
in each program. These prepaid amounts were $604,000 and $680,000 at March 31,
2000 and March 31, 2001, respectively. The carrying value of the prepayment is
adjusted at the end of each quarter based on factors including enrollment levels
in each product, enrollment trends, and the remaining portion of the unexpired
prepayment period. In the event that a period of coverage was purchased in
advance, and there were insufficient members to utilize the coverage, the value
would expire and be expensed by HealthExtras without any related revenue.
HealthExtras believes that current enrollment trends will allow the balance at
March 31, 2001 to be fully utilized prior to expiration.
Our limited history makes it difficult to evaluate our business and
prospects. We have incurred substantial operating losses since our inception,
and we intend to incur ongoing marketing and brand development expenses over the
next several years. It is possible that our operating losses will continue in
the near term. There can be no assurance that we will maintain or grow revenues
or achieve profitability in the future.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 TO THREE MONTHS ENDED MARCH 31, 2000
HealthExtras incurred an operating loss of $3.3 million for the three
months ended March 31, 2001, compared to an operating loss of $7.9 million for
the same period in 2000. Revenue of $23.1 million for the period ended March 31,
2001 consisted of program member payments earned during the period and sales
revenue generated by HealthExtrasRx pharmacy benefit management services. Cash
collections from program subscriptions and HealthExtrasRx operations for the
three months ended March 31, 2001, totaled $22.5 million. Revenue and cash
collections for the three months ended March 31, 2000, were $5.3 million and
$7.1 million, respectively.
Operating expenses for the three months ended March 31, 2001 totaled $26.4
million compared to $13.1 million for the same period in 2000. Direct expenses
for the three months ended March 31, 2001 were $16.8 million, or 63% of total
operating expenses, reflecting the cost of the benefits included in our
programs, marketing and other fees payable to our distribution partners, and
direct costs associated with HealthExtrasRx operations. Direct expenses for the
three months ended March 31, 2000 were $2.7 million, representing 20% of total
operating expenses. The significant increase in direct expenses is primarily due
to the large increase in our membership base, the incremental direct costs
associated with HealthExtrasRx operations, and a non-cash charge of $1.33
million for warrants we expect to be issuable to one of our marketing partners.
HealthExtras incurred approximately $6.8 million, or 26% of total operating
expenses, in product development and marketing costs for the three months ended
March 31, 2001. These costs included $1.2 million for creative development and
product endorsements, $5.0 million in direct marketing expenses, and $600,000 in
market research and ongoing product development. Product development and
marketing costs for the three months ended March 31, 2000 were approximately
$8.8 million, or 67% of total operating expenses, including $940,000 in creative
costs and product endorsements, $6.9 million in direct marketing expenses, and
approximately $194,000 in market research and product development. The decrease
is product development and marketing expenses is consistent with the reduction
in telemarketing and television advertising during the quarter ended March 31,
2001. General and administrative expenses for the three months ended March 31,
2001 were $2.8 million, or 11% of total operating expenses, including $1.3
million in compensation and benefits, $43,000 in telephone and software
expenses, $295,000 in professional fees, $142,000 in travel expenses, and
$525,000 in depreciation and amortization. General and administrative expenses
for the same period in 2000 were approximately $1.6 million, or 12% of total
operating expenses, including $775,000 in compensation and benefits, $135,000 in
other personnel costs, $83,000 in telephone and software expense, $58,000 in
professional fees, and $33,000 in travel expenses. All increases in expenses
were generally attributable to higher levels of operating activities.
Interest income of $388,000 for the three months ended March 31, 2001
reflects primarily the investment of the net proceeds received upon the closing
of the Company's initial public offering in December 1999. Interest income for
the three months ending March 31, 2000 totaled $681,000. Other income for the
three months ended March 31, 2000 consists primarily of a gain of $552,000,
realized on the sale of marketable securities.
LIQUIDITY AND CAPITAL RESOURCES
In December 1999, we completed the sale to the public of 5,500,000
shares of the Company's common stock and received proceeds (net of underwriting
commissions and expenses of $5.6 million) of approximately $54.9 million. As of
March 31, 2001, we had $24.6 million in cash and cash equivalents, $20.1 million
in working capital and no debt.
The primary commitment of our capital resources is to fund expenditures
relating to marketing and brand development we intend to incur over the next
several years and to fund the operating losses that may occur in the near term.
We also will continue to selectively evaluate acquisition opportunities.
We currently anticipate our available cash resources will be sufficient
to meet our planned working capital, capital expenditures and business expansion
requirements. However, there can be no assurance that we will not require
additional capital. Even if such funds are not required, we may seek additional
equity or debt financing. We cannot assure you that such financing will be
available on acceptable terms, if at all, or that such financing will not be
dilutive to our stockholders.
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SEGMENT REPORTING
The Company operates in two market segments as a provider of supplemental
health and disability benefit programs, and as a provider of pharmacy benefit
management services. The following table details financial data by segment for
the three months ended March 31, 2001.
- --------------------------------------------------------------------------------
Supplemental Health Pharmacy Benefit
and Disability Management Services Total
- --------------------------------------------------------------------------------
Revenue $15,434,970 $7,661,659 $23,096,629
- --------------------------------------------------------------------------------
Operating expenses 18,611,037 7,765,123 26,376,160
- --------------------------------------------------------------------------------
Net loss (2,806,964) (84,965) (2,891,929)
- --------------------------------------------------------------------------------
Total assets 44,934,219 4,500,444 49,434,663
- --------------------------------------------------------------------------------
INTEREST RATE AND EQUITY PRICE SENSITIVITY
We are subject to interest rate risk on our short-term investments and
equity price risk in our marketable securities. We have determined that a 10%
move in the current weighted average interest rate of our short-term investments
and/or a 10% move in the weighted average market price of our marketable
securities would not have a material effect in our financial position, results
of operations and cash flows in the next year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(INCLUDED IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS)
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary close of business, the Company may become subject to
legal proceedings and claims. The Company is not aware of any legal proceedings
or claims which, in the opinion of management, will have a material effect on
the financial condition or results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES
The Company received net proceeds of $54.9 million, after deducting
underwriting discounts and offering expenses, from its sale of 5,500,000 shares
of common stock on December 17, 1999. Of the approximately $28.9 million of net
proceeds remaining as of December 31, 2000, the Company used approximately $4.4
million in its operations during the quarter ended March 31, 2001 and considers
that the remainder has been applied as part of its working capital to support
its general business activities.
In connection with the acquisition of International Pharmacy
Management, Inc. the Company issued an aggregate of 77,300 shares of its common
stock to nine officers and employees of International Pharmacy Management in
consideration of their surrender of options to purchase shares of common stock
of the acquired company. The shares of Company stock issued were valued at $4.50
per share, the closing price of the stock on the effective date of the
agreement. The Company relied upon the exemption from the registration
requirements of the Securities Act of 1933 provided by Section 4(2) of the Act.
On March 8, 2001, the Company issued 206,667 shares of common stock to
certain members of management under the terms of the previously disclosed 1999
stock grant plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES (Not Applicable)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Not Applicable)
ITEM 5. OTHER INFORMATION (None)
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ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
1. The following exhibits are filed as part of this report unless noted
otherwise:
Exhibit No. Description
----------- -----------
2.1 Form of Reorganization Agreement by and among HealthExtras,
Inc., HealthExtras, LLC and Capital Z Healthcare Holding
Corp (1)
3.1(a) Certificate of Incorporation of HealthExtras, Inc (1)
3.1(b) Form of Amended and Restated Certificate of Incorporation (1)
3.2 Bylaws of HealthExtras, Inc. (1)
4.1 Specimen Stock Certificate of HealthExtras, Inc.
4.2 Form of Stockholders' Agreement (1)
10.1 Form of Employment Agreement between HealthExtras, Inc. and
David T. Blair (1)
10.2 Form of Employment Agreement between HealthExtras, Inc. and
certain Executive Officers (1)
10.3 Program Administrator's Agreement by and between HealthExtras
LLC and Reliance National Insurance Company (1)
10.4 Agreement between United Payors & United Providers, Inc. and
HealthExtras, Inc. (3)
10.5 Agreement by and between United Payors & United Providers,
Inc. and HealthExtras, LLC. re: network access (1)
10.6 Agreement by and between Cambria Productions, Inc. f/s/o
Christopher Reeve and HealthExtras, Inc. (1) (2)
10.7 Indemnification Agreement (1)
10.8 Sublease Agreement by and between United Payors & United
Providers, Inc. and HealthExtras, Inc. (3)
10.9 Form of HealthExtras, Inc. 1999 Stock Option Plan (1)
10.10 Form of Registration Rights Agreement (1)
10.11 Securities Purchase Agreement by and among HealthExtras, Inc.
as the Purchaser, and TD Javelin Capital Fund, L.P., Meriken
Nominees, LTD, et. al, as the Sellers (4)
10.12 Form HealthExtras, Inc. 2000 Stock Option Plan (5)
10.13 Form HealthExtras, Inc. 2000 Directors' Stock Option Plan (5)
10.14 Warrant Agreement by and among HealthExtras, Inc. and J.C.
Penney Life Insurance Company (5)
10.15 Amended Agreement by and between Cambria Productions, Inc.
f/s/o Christopher Reeve and HealthExtras, Inc. (5)
- ----------------------
(1) Incorporated herein by reference into this document from the Exhibits to
the Form S-1 Registration Statement, as amended, Registration No.
333-83761, initially filed on July 26, 1999.
(2) Confidential treatment requested for portion of agreement pursuant to
Section 406 of Regulation C. promulgated under the Securities Act of 1933,
as amended.
(3) Incorporated herein by reference into this document from the Exhibits to
the Form 10-K for the year ended December 31, 1999.
(4) Incorporated herein by reference into this document from the Exhibits to
the Form 8-K initially filed on November 21, 2000.
(5) Incorporated herein by reference into this document from the Exhibits to
the Form 10-K for the year ended Deember 31, 2000.
2. Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HealthExtras, Inc.
Date: May 11, 2001 By: /s/ David T. Blair
------------------------------------
David T. Blair
Chief Executive Officer and Director
Date: May 11, 2001 By: /s/ Michael P. Donovan
------------------------------------
Michael P. Donovan
Chief Financial Officer and
Chief Accounting Officer