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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 September 30, 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
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(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
November 10, 2000: 11,349,045.
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MEDCARE TECHNOLOGIES, INC.
FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
<S> <C> <C>
Consolidated Balance Sheet as of September 30, 2000......................................... 3
Consolidated Statement of Operations for the Quarter Ended September 30, 2000............... 4
Consolidated Statement of Cash Flows for the Quarter Ended September 30, 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.............................................. 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings................................................................. 12
Item 2 Changes in Securities............................................................. 12
Item 3 Defaults Upon Senior Securities................................................... 12
Item 4 Submission of Matters to a Vote of Security Holders............................... 12
Item 5 Other Information................................................................. 12
Item 6 Exhibits and Reports on Form 8-K.................................................. 12
Signatures........................................................................ 12
</TABLE>
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Item 1 Financial Statements
----------------------------
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
ASSETS 2000 1999
------------- ------------
<S> <C> <C>
Current Assets
--------------
Cash $ 619,178 $ 3,218,228
Accounts Receivable, net of Allowance for Doubtful Accounts of
$20,510 and $82,000 118,456 201,700
Prepaid Expenses 76,184 162,140
------------ ------------
Total Current Assets 813,818 3,582,068
Property and Equipment, Net 416,983 312,198
Intangible Assets-the MedCare Program, net of
Accumulated Amortization of $187 and $136 813 864
------------ ------------
Total Assets $ 1,231,614 $ 3,895,130
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
--------------------
Accounts Payable $ 150,916 $ 88,522
Accrued Liabilities 119,572 98,715
Current Portion of Lease 54,600 0
Deferred Revenue 74,052 18,646
------------ ------------
Total Current Liabilities 399,140 205,883
Long-Term Portion of Lease 114,832 0
------------ ------------
Total Liabilities 513,972 205,883
Stockholders' Equity
---------------------
Preferred Stock (Authorized 1,000,000 shares):
Convertible Series B, $.25 Par Value,
Issued and outstanding, 83.5 and 178 shares at September 30, 2000
and December 31, 1999, respectively, at redemption value 1,038,712 2,122,620
Common Stock - $0.001 Par Value, Authorized 100,000,000 shares;
Issued and Outstanding, 11,349,045 and 9,911,313 shares at
September 30, 2000 and December 31, 1999, respectively 11,349 9,911
Warrants 117,830 94,000
Additional Paid in Capital 12,151,505 11,079,364
Retained Earnings (12,601,754) (9,616,648)
------------ ------------
Total Stockholders' Equity 717,642 3,689,247
------------ ------------
Total Liabilities and Equity $ 1,231,614 $ 3,895,130
============ ============
</TABLE>
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MEDCARE TECHNOLOGIES, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/00 9/30/99 9/30/00 9/30/99
--------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenues 136,131 $ 429,281 523,989 $ 1,376,434
Expenses 1,078,543 1,156,970 3,590,201 3,836,645
--------------- ------------- ------------- --------------
Operating Loss (942,412) (727,689) (3,066,212) (2,460,211)
Interest Income 14,754 56,735 81,107 112,531
--------------- ------------- ------------- --------------
Net Loss ($927,658) ($670,954) ($2,985,105) ($2,347,680)
Less: Preferred Stock Deemed Dividends (21,898) (88,811) (94,294) (837,447)
--------------- ------------- ------------- --------------
Net Loss Available to Common Stockholders ($949,556) ($759,765) (3,079,399) ($3,185,127)
Loss Per Common Share & Common
Share Equivalants ($0.09) ($0.10) ($0.30) ($0.41)
Weighted Number of Common Shares Outstanding 10,700,548 7,831,160 10,298,628 7,830,775
</TABLE>
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MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Nine For the Nine
Months Ended Months Ended
9/30/00 9/30/99
-------------- ------------
<S> <C> <C>
Cash Flows from Operating Activities - Net Loss ($2,985,105) ($2,347,680)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
---------------------------------------------------------------------------
Depreciation and Amortization 82,389 74,557
Equipment write-off 33,351 0
Non-employee stock option compensation expense 13,500 0
(Increase) Decrease in Accounts Receivable 83,244 (127,990)
(Increase) Decrease in Prepaid Expenses 85,956 0
Increase (Decrease) in Accounts Payable and Accrued Liabilities 83,251 (166,943)
Increase (Decrease) in Deferred Revenue 55,406 48,000
----------- -----------
Total Adjustments 437,097 (172,376)
Net Cash Used by Operating Activities (2,548,008) (2,520,056)
Cash Flow from Investing Activities:
------------------------------------
Purchase of Property & Equipment (51,042) (165,079)
----------- -----------
Net Cash Flows from Investing Activities (51,042) (165,079)
Cash Flow from Financing Activity
---------------------------------
Proceeds from sale of common stock 0 18,000
Proceeds from Series B Preferred Stock Issuance (net of issuance costs) 0 3,863,879
----------- -----------
Net Cash Provided by Financing Activities 0 3,881,879
Increase (Decrease) in Cash and Cash Equivalants (2,599,050) 1,196,744
Cash and Cash Equivalants at Beginning of Period $ 3,218,228 $ 2,826,086
----------- -----------
Cash and Cash Equivalants at End of Period $ 619,178 $ 4,022,830
=========== ===========
Supplemental Information:
Fixed Assets Acquired Under Capital Lease $ 169,432 $ 0
=========== ===========
Preferred Stock Deemed Dividends $ 94,294 $ 837,447
=========== ===========
Cash Paid for:
Interest 0 0
Income taxes 0 0
</TABLE>
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MEDCARE TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September
30, 2000 and the results of operations and cash flows for the three and nine
month periods ending September 30, 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 nine months of 1999, the
Company had only one operating segment, the MedCare Program. As of September 30,
2000, MedCare did not allocate any corporate, administrative or overhead
expenses to RxSheets.com. All corporate, administrative and overhead expenses
are included in the MedCare Program in both 1999 and 2000.
<TABLE>
<CAPTION>
MedCare
Program RxSheets.com Total
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the three months ended September 30, 2000
Revenues $ 133,631 $ 2,500 $ 136,131
Segment Loss (423,743) (518,669) (942,412)
Total assets 904,019 327,595 1,231,614
For the three months ended September 30, 1999
Revenues $ 429,281 $ 0 $ 429,281
Segment Loss (631,422) (96,267) (727,689)
Total assets 4,797,144 0 4,797,144
</TABLE>
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<TABLE>
<CAPTION>
MedCare
Program RxSheets.com Total
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For the nine months ended September 30, 2000
Revenues $ 521,489 $ 2,500 $ 523,989
Segment Loss (1,433,056) (1,633,156) (3,066,212)
Total assets 904,019 327,595 1,231,614
For the nine months ended September 30, 1999
Revenues $ 1,376,434 $ 0 $ 1,376,434
Segment Loss (2,344,351) (115,860) (2,460,211)
Total assets 4,745,105 52,039 4,797,144
</TABLE>
Note 3 - Commitments
--------------------
On May 17, 2000, the Company entered into a twenty-four month leasing
arrangement for the purchase of approximately $200,000 of computer equipment and
software. The lease term begins after the delivery and installation of the
computer equipment which occurred in September, 2000. The lease agreement
required a down payment of 15% of the total purchase at the signing of the lease
and defers any payment for the first six months. At the end of the twenty-four
month lease term, the Company can purchase the equipment for $1. The Company
has recorded this lease as a capital lease in its financial statements.
Note 4 - Financial Results and Liquidity
----------------------------------------
To date, we have not been profitable and face all the risks common to
companies in their early stages of development, including undercapitalization
and uncertainty of funding sources, high initial expenditure levels and
uncertain revenue streams, an unproven business model, and difficulties in
managing growth. Our recurring losses raise substantial doubt about our ability
to continue as a going concern. Our financial statements do not reflect any
adjustments that might result from the outcome of this uncertainty. We believe
that despite the financial hurdles and funding uncertainties going forward, we
have under development a business plan that, if successfully funded and
executed, can enhance operating results.
The Company expects to incur losses as it expands its businesses and will
require additional funding during 2000. The satisfaction of our cash
requirements hereafter will depend in large part on our ability to successfully
raise capital from external sources to pay for our planned capital expenditures
and to fund operations. We do not expect that sufficient cash will be generated
from operations to fund our growth for the foreseeable future. As a result, we
expect to aggressively pursue additional sources of funds, the form of which
will vary depending upon prevailing market and other conditions and may include
the issuance of equity securities. We cannot assure you that we will be able to
raise funds through an equity transaction, or if such funding is available, that
it will be on favorable terms.
On October 26, 2000 the Company announced that it had withdrawn its request
for a hearing before the NASD Listing Qualifications Hearings Board. As a
result, the Company will no longer be listed on the NASD SmallCap Market and
began trading on the on the OTC Bulletin
7
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Board. As a result of the delisting from Nasdaq, the outstanding Series B
preferred stock is subject to redemption.
Note 5 - Subsequent Event
-------------------------
On November 10, 2000 the Company sold certain assets of its RxSheets.com
subsidiary to WGC Enterprises, an investment group. The purchase price of the
assets is based on the future revenues generated by the acquiring entity over a
twenty-four month period and is expected to be paid quarterly beginning in 2001.
The maximum amount of purchase price that can be generated over the twenty-four
month earn-out period is $8,000,000. In addition, Medcare will have a 10%
ownership interest in the acquiring entity which will also assume the equipment
lease referenced in Note 3 above. The Company also has an option to repurchase
the assets from the acquiring entity for a nominal amount if the acquiring
entity cannot raise the appropriate amount of funding to continue the operations
of RxSheets.
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. On November 10, 2000 the Company sold certain assets of its
RxSheets.com subsidiary to WGC Enterprises, an investment group but will retain
a 10% ownership interest in the acquiring entity.
The MedCare Program is a discrete package of equipment, software and
services developed by MedCare to assist physicians in providing non-
pharmaceutical, non-invasive
8
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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.
RESULTS OF OPERATIONS
Revenues. The Company experienced a 68% decrease in revenues over last
year's third quarter results with revenues of $136,131 and $429,281 for the
three months ended September 30, 2000 and 1999, respectively. Revenues for the
nine month period ended September 30, 2000 decreased 62% from $1,376,434 in 1999
to $523,989 in 2000. As of September 30, 2000 the Company had deferred
recognizing the revenue and related costs on four MedCare Program sites and
three RxSheets contracts as performance of the Company's obligations under the
contracts were not complete. 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 next 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.
Expenses. During the three months ended September 30, 2000, the Company
incurred $1,078,543 in expenses, a decrease of 7% from third quarter 1999
expenses of $1,156,970. Expenses for the nine month period ended September 30,
2000 decreased 6% from $3,836,645 to $3,590,201. The Company experienced less
salary and operating expenses for the Medcare Program as fewer MedCare sites
existed during the third quarter of 2000 versus the same period in 1999. This
was offset by operating and start-up expenses in the third quarter of 2000
related to RxSheets.com, which had minimal activity in the third quarter of
1999. In addition, the
9
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Company incurred additional expense in the third quarter of 2000 as a result of
its efforts to obtain additional financing.
Interest Income. Interest income was $14,754 and $56,735 for the quarters
ended September 30, 2000 and 1999, respectively. Interest income for the nine
month period ended September 30, 2000 decreased from $112,531 to $81,107.
Interest earned in the future will be dependent on Company funding cycles and
prevailing interest rates.
Provision for Income Taxes. As of September 30, 2000, the Company's
accumulated deficit was $12,601,754 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
$21,898 and $88,811 for the quarters ended September 30, 2000 and 1999,
respectively. The decrease is due to the lower number of Series B preferred
shares outstanding during 2000.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had a cash balance of $619,178 compared
to a cash balance of $3,218,228 at December 31, 1999.
During the first nine months of 2000, the Company used $2,548,008 of net
cash from operating activities as compared to $2,520,056 of net cash used in the
first nine months of 1999. The slight increase in the net cash used in operating
activities was due mainly to an increase in the net loss between years offset by
an increase in current liabilities and a decrease in accounts receivable.
Net cash used in investing activities was $51,042 for the first nine
months of 2000, compared to $165,079 for 1999. 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 nine months of 2000 versus the first
nine months of 1999.
Net cash provided by financing activities was zero for 2000 compared to
$3,881,879 for 1999. On May 18, 1999, the Company, pursuant to Regulation D,
Rule 506, issued 400 shares of Series B preferred stock (par value $0.25) and
related warrants for $4,000,000 ($10,000 per share). The Company has financed
its operations primarily through private placements of Common Shares, Preferred
Shares and the exercise of stock options.
On May 17, 2000, the Company entered into a twenty-four month leasing
arrangement for the purchase of computer equipment and software. The lease term
begins after the delivery and installation of the computer equipment which
occurred in September, 2000. The lease agreement required a down payment of 15%
of the total purchase at the signing of the lease and defers any payment for the
first six months. At the end of the twenty-four month lease term, the Company
can purchase the equipment for $1.
10
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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, 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 satisfaction of our cash
requirements hereafter will depend in large part on our ability to successfully
raise capital from external sources to pay for our planned capital expenditures
and to fund operations. We do not expect that sufficient cash will be generated
from operations to fund our growth for the foreseeable future. As a result, we
expect to aggressively pursue additional sources of funds, the form of which
will vary depending upon prevailing market and other conditions and may include
the issuance of equity securities. We cannot assure you that we will be able to
raise funds through a sale or equity transaction, or if such funding is
available, that it will be on favorable terms.
On October 26, 2000 the Company announced that it had withdrawn its request
for a hearing before the NASD Listing Qualifications Hearings Board. As a
result, the Company will no longer be listed on the NASD SmallCap Market and
began trading on the on the OTC Bulletin Board. As a result of the delisting
from Nasdaq, the outstanding Series B preferred stock is subject to redemption.
On November 10, 2000 the Company sold certain assets of its RxSheets.com
subsidiary to WGC Enterprises, an investment group. The purchase price of the
assets is based on the future revenues generated by the acquiring entity over a
twenty-four month period and is expected to be paid quarterly beginning in 2001.
The maximum amount of purchase price that can be generated over the twenty-four
month earn-out period is $8,000,000. In addition, Medcare will have a 10%
ownership interest in the acquiring entity which will also assume the equipment
lease referenced in Note 3 above. The Company also has an option to repurchase
the assets from the acquiring entity for a nominal amount if the acquiring
entity cannot raise the appropriate amount of funding to continue the operations
of RxSheets.
11
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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
------------------------------------------
Exhibit 27. Financial Data Schedule
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/ Ray Krauss
--------------
Ray Krauss
CEO and President
Dated: November 9, 2000
12
