<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended March 31, 2000
____ 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: 0-28790
MEDCARE TECHNOLOGIES, INC.
--------------------------
(exact name of registrant as specified in its charter)
DELAWARE 87-0429962 B
- -------- ----------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 1210 - 1515 West 22nd Street, Oak Brook, Illinois 60523
- ---------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (630) 472-5300
--------------
Indicate by check mark whether the registrant: (1) has filed all reports
required 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
---
The number of shares of the Registrant's Common Stock, $0.001 par value, as of
May 11, 2000: 10,117,997
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MEDCARE TECHNOLOGIES, INC.
FORM 10-QSB, QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
<S> <C>
Consolidated Balance Sheet as of March 31, 2000.................................................... 3
Consolidated Statement of Operations for the Quarter Ended March 31, 2000.......................... 4
Consolidated Statement of Cash Flows for the Quarter Ended March 31, 2000.......................... 5
Notes to Interim Consolidated Financial Statements................................................. 6
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
Item 2 Management's Discussion and Analysis..................................................... 7
PART II OTHER INFORMATION
Item 1 Legal Proceedings........................................................................ 10
Item 2 Changes in Securities.................................................................... 10
Item 3 Defaults Upon Senior Securities.......................................................... 10
Item 4 Submission of Matters to a Vote of Security Holders...................................... 10
Item 5 Other Information........................................................................ 10
Item 6 Exhibits and Reports on Form 8-K......................................................... 10
Signatures............................................................................... 10
</TABLE>
2
<PAGE>
Item 1 Financial Statements
- ------------------------------
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
ASSETS 2000 1999
------------ -----------
<S> <C> <C>
Current Assets
- --------------
Cash $ 2,456,514 $ 3,218,228
Accounts Receivable, net of Allowance for Doubtful Accounts of
$92,600 and $82,000 165,228 201,700
Prepaid Expenses 228,086 162,140
------------ -----------
Total Current Assets 2,849,828 3,582,068
Property and Equipment, Net 274,757 312,198
Intangible Assets-the MedCare Program, net of
Accumulated Amortization of $153 and $136 847 864
------------ -----------
Total Assets $ 3,125,432 $ 3,895,130
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts Payable $ 266,391 $ 88,522
Accrued Liabilities 71,616 98,715
Deferred Revenue 0 18,646
------------ -----------
Total Current Liabilities 338,007 205,883
Stockholders' Equity
- --------------------
Preferred Stock (Authorized 1,000,000 shares):
Convertible Series B, $.25 Par Value,
Issued and outstanding, 147 and 178 shares at March 31, 2000
and December 31, 1999, respectively, at redemption value 1,778,105 2,122,620
Common Stock - $0.001 Par Value, Authorized 100,000,000 shares;
Issued and Outstanding, 10,066,866 and 9,911,313 shares at
March 31, 2000 and December 31, 1999, respectively 10,067 9,911
Warrants 114,924 94,000
Additional Paid in Capital 11,402,799 11,079,364
Retained Earnings (10,518,470) (9,616,648)
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Total Stockholders' Equity 2,787,425 3,689,247
------------ -----------
Total Liabilities and Equity $ 3,125,432 $ 3,895,130
============ ===========
</TABLE>
3
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MEDCARE TECHNOLOGIES, INC AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Three Months
Ended Ended
3/31/00 3/31/99
------------ ------------
<S> <C> <C>
Revenues $ 240,912 $ 394,063
General and Administrative Expenses 1,180,624 1,392,416
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Operating Loss (939,712) (998,353)
Interest Income 37,890 24,032
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Net Loss (901,822) (974,321)
Less: Preferred Stock Deemed Dividends (49,363) 0
------------ ------------
Net Loss Available to Common Shareholders ($951,185) ($974,321)
============ ============
Loss Per Common Share & Common
Share Equivalents ($0.10) ($0.12)
Weighted Number of Common Shares Outstanding 9,975,152 7,829,949
</TABLE>
4
<PAGE>
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Three For the Three
Months Ended Months Ended
3/31/00 3/31/99
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities - Net Loss ($901,822) ($974,321)
Adjustments to Reconcile Net Loss to Net Cash Providing by Operating Activities:
- --------------------------------------------------------------------------------
Depreciation and Amortization 21,413 20,541
Equipment write-off 33,351 0
(Increase) Decrease in Accounts Receivable 36,472 (68,508)
(Increase) Decrease in Prepaid Expenses (65,946) 0
Increase (Decrease) in Current Liabilities 132,124 (170,838)
------------- -------------
Total Adjustments 157,414 (218,805)
Net Cash Used by Operating Activities (744,408) (1,193,126)
Cash Flow from Investing Activities:
- ------------------------------------
Purchase of Property & Equipment (17,306) (101,363)
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Net Cash Flows from Investing Activities (17,306) (101,363)
Cash Flow from Financing Activity
- ---------------------------------
Proceeds from sale of common stock 0 18,000
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Net Cash Provided by Financing Activities 0 18,000
Increase (Decrease) in Cash and Cash Equivalents (761,714) (1,276,489)
Cash and Cash Equivalents at Beginning of Period 3,218,228 2,826,086
------------- -------------
Cash and Cash Equivalents at End of Period $2,456,514 $ 1,549,597
============= =============
Supplemental Information:
Preferred Stock Deemed Dividends 49,363 0
============= =============
Cash Paid for:
Interest 0 0
Income taxes 0 0
</TABLE>
5
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MEDCARE TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1. Statement of Information Furnished
- -------------------------------------------
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form 10QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of March 31,
2000 and the results of operations and cash flows for the three month period
ended March 31, 2000. These results have been determined on the basis of
generally accepted accounting principles and practices and applied consistently
with those used in the preparation of the Company's 1999 Annual Report on Form
10-KSB.
Certain information and footnote disclosures normally included in the
financial statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the accompanying
consolidated financial statements be read in conjunction with the financial
statements and notes thereto incorporated by reference in the Company's 1999
Annual Report on Form 10-KSB.
Note 2 - Segment Information
- ----------------------------
During the first three quarters of 1999, the Company engaged in only one
type of business, the offering of the MedCare Program, as described above. In
October 1999, the Company launched its new web site, RxSheets.com
(www.rxsheets.com), which is directed exclusively at the physician and
pharmaceutical marketplace.
During 2000, the Company is being managed as two operating segments, the
MedCare Program and RxSheets.com. During the first quarter of 1999, the Company
had only one operating segment, the MedCare Program. As of March 31, 2000,
RxSheets.com had not generated any revenues and management did not allocate any
corporate, selling, administrative or overhead expenses to RxSheets.com. All
corporate, selling, administrative and overhead expenses are included in the
MedCare Program in both 1999 and 2000.
<TABLE>
<CAPTION>
MedCare
Program RxSheets.com Total
- ------------------------------------------------------------------------------
First Quarter 2000
- ------------------
<S> <C> <C> <C>
Revenues $ 240,912 $ 0 $ 240,912
Segment Loss (444,367) (495,345) (939,712)
Total assets 2,883,399 242,033 3,125,432
First Quarter 1999
- ------------------
Revenues $ 394,063 $ 0 $ 394,063
Segment Loss (998,353) 0 (998,353)
Total assets 2,254,729 0 2,254,729
</TABLE>
6
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Item 2 Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------
When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.
Overview
- --------
During 1998, the Company engaged in only one type of business, the offering
of the MedCare Program, as described below. In October 1999, the Company
announced the launch of its new web site, Rx Sheets.com (www.rxsheets.com),
which is directed exclusively at the physician and pharmaceutical marketplace.
The Company believes that RxSheets.com offers a wide array of compelling and
focused information and services that will enable physicians to more efficiently
and effectively manage the sampling of pharmaceutical drugs. In addition, the
Company changed the name of its wholly-owned subsidiary from Medcareonline.com
to RxSheets.com. As of March 31, 2000, the Company has not generated any
revenues from RxSheets.com.
The MedCare Program is a discrete package of equipment, software and
services developed by MedCare to assist physicians in providing non-
pharmaceutical, non-invasive treatment to patients suffering from urinary
incontinence and other pelvic disorders, including pelvic pain, chronic
constipation, fecal incontinence and disordered defecation. The MedCare Program
is used by physicians to support a treatment plan based primarily on behavioral
modification techniques such as electromyography ("EMG") biofeedback, pelvic
floor muscle exercise, and bladder and bowel retraining. Utilizing the MedCare
Program, physicians help patients activate and strengthen the various sensory
response mechanisms that maintain bladder and bowel control. Therapy is provided
through computerized instrumental EMG biofeedback and is based on operant
conditioning strategies whereby specific physiological responses are
progressively shaped, strengthened and coordinated. The MedCare Program is
available either in a private office, clinic, or a hospital setting.
To date, the Company has not received significant revenues due to the early
stage nature of the Company's business and has incurred ongoing operating losses
due to costs related to research, business development, website development,
management and staff recruitment, establishing training systems and providing
ongoing training, development of advertising and marketing programs, and other
costs associated with establishing corporate infrastructure necessary for
expanding on a national basis. Although planned principal operations have
commenced, substantial revenues have yet to be realized.
7
<PAGE>
RESULTS OF OPERATIONS
Revenues. The Company experienced a 39% decrease in revenues from last
year's first quarter results with revenues of $240,912 and $394,063 for the
three months ended March 31, 2000 and 1999, respectively. During the second
quarter of 1999, the Company introduced a new franchise version of the MedCare
Program to hospitals and other large healthcare providers which requires each
new site to pay an upfront subscription fee, the clinician's salary and a
monthly management fee. Although the sales cycle is longer, the new franchise
version allows MedCare to reach a greater number of healthcare providers. The
decrease in revenues is due to the change to the new franchise version of the
MedCare Program during 1999 and the closing of unprofitable offices.
During the current year, the Company expects to derive the majority of its
potential revenues from the commencement of operations of the MedCare Program at
additional sites in the United States. In addition, the Company expects to begin
generating revenue from the sale of marketing services from its new wholly-owned
subsidiary, RxSheets.com. As of March 31, 2000, there have been no revenues
related to RxSheets.com.
General and Administrative Expenses. During the first quarter of 2000, the
Company incurred $1,180,624 in general and administrative expenses, a decrease
of 15% from last year's first quarter expenses of $1,392,416. The decrease is
primarily attributable to less salary and operating expenses as fewer MedCare
sites existed during the first quarter of 2000 versus the same period in 1999.
The decrease in these expenses were offset by operating and start-up expenses in
the first quarter of 2000 related to RxSheets.com, which did not exist in first
quarter of 1999.
Interest Income. Interest income was $37,890 and $24,032 for the quarters
ended March 31, 2000, and 1999, respectively. Interest earned in the future will
be dependent on Company funding cycles and prevailing interest rates.
Provision for Income Taxes. As of March 31, 2000, the Company's
accumulated deficit was $10,518,470 and as a result, there has been no provision
for income taxes to date. The Company has net operating loss carryforwards that
will expire beginning with the year 2002 unless utilized by the Company.
Preferred Stock Deemed Dividends. Preferred stock deemed dividends were
$49,363 and zero for the quarters ended March 31, 2000 and 1999, respectively.
The increase is due to the accretion to its redemption value of the Series B
preferred stock issued in May 1999 and the vesting of warrants issued with the
Series B preferred stock in March, 2000.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had a cash balance of $2,456,514, compared
to a cash balance of $3,218,228 at December 31, 1999.
8
<PAGE>
During the first quarter of 2000, the Company used $744,408 of net cash
from operating activities as compared to $1,193,126 of net cash used in the
first quarter of 1999. The decrease in the net cash used in operating activities
was due mainly to the decrease in the net loss between years and an increase in
accounts payable and accrued liabilities offset by an increase in prepaid
expenses. The increase in prepaid expenses was due to the purchase of a
subscription for a database of physician information for RxSheets.com that will
be utilized in 2000. The increase in accounts payable and accrued liabilities
was due mainly to the additional expenditures required for the start-up and
operating expenses of RxSheets.com.
Net cash used in investing activities was $17,306 for the first quarter of
2000, compared to $101,363 for 1998. The decrease in the net cash used in
investing activities was due mainly to purchasing fewer fixed assets for the
MedCare Program offices in the first quarter of 2000 versus the first quarter of
1999.
Net cash provided by financing activities was zero for 2000 compared to
$18,000 for 1999. The Company has financed its operations primarily through
private placements of Common Shares, Preferred Shares and the exercise of stock
options.
The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably operate
current and future MedCare Program locations and RxSheets.com, recruit and train
qualified management and clinical personnel, and the Company's ability to
compete against other, better capitalized corporations who offer alternative or
similar options for urinary incontinence and pharmaceutical sampling services.
The Company expects to incur losses as it expands its businesses and will
require additional funding during 2000. The Company is currently seeking
additional equity and expects to raise funds through a private or public equity
investment in order to support existing operations and expand the range and
scope of its business. The Company will seek access to private or public equity
but there is no assurance that such additional funds will be available for the
Company on acceptable terms, if at all.
9
<PAGE>
PART II -- OTHER INFORMATION
Item 1 Legal Proceedings
- ---------------------------
None
Item 2 Changes in Securities
- -------------------------------
None
Item 3 Defaults Upon Senior Securities
- -----------------------------------------
None
Item 4 Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
None
Item 5 Other Information
- ---------------------------
None
Item 6 Exhibits and Reports on Form 8-K
- ------------------------------------------
None
Signature Page
- --------------
Pursuant to the requirements of section 13 or 15(d) 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.
MEDCARE TECHNOLOGIES, INC.
/s/ Jeffrey S. Aronin
---------------------
Jeffrey S. Aronin
CEO and President
/s/ Alan Jagiello
-----------------
By Alan Jagiello
CFO
Dated: May 12, 2000
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from the
unaudited March 31, 2000 financial statements of Medcare Technologies, Inc. and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,456,514
<SECURITIES> 0
<RECEIVABLES> 257,828
<ALLOWANCES> 92,600
<INVENTORY> 0
<CURRENT-ASSETS> 2,849,828
<PP&E> 274,757
<DEPRECIATION> 21,413
<TOTAL-ASSETS> 3,125,432
<CURRENT-LIABILITIES> 338,007
<BONDS> 0
0
1,778,105
<COMMON> 10,067
<OTHER-SE> 999,253
<TOTAL-LIABILITY-AND-EQUITY> 3,125,432
<SALES> 240,912
<TOTAL-REVENUES> 240,912
<CGS> 0
<TOTAL-COSTS> 1,180,624
<OTHER-EXPENSES> 49,363
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (37,890)
<INCOME-PRETAX> (901,822)
<INCOME-TAX> 0
<INCOME-CONTINUING> (901,822)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (901,822)
<EPS-BASIC> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
