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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-29282
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Mediconsult.com, Inc.
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(Exact name of registrant as specified in its charter.)
Delaware 84-1341886
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 Reid Street, 4th Floor, Hamilton HM 12, Bermuda
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (441) 296-0736
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Indicate by check mark whether the registrant has (1) 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 No X
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at September 30, 1998
- -------------------------- ----------------------------------
Common Stock, $.01 Par Value 17,307,400 Shares
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MEDICONSULT.COM, INC.
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Loss 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II OTHER INFORMATION
Item 2. Changes in Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
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MEDICONSULT.COM INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
30 SEPTEMBER 1998 31 DECEMBER 1997
----------------- ----------------
CURRENT ASSETS
Cash $ 112,054 $ 400,949
Accounts Receivable $ 400,122 $ 157,810
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TOTAL CURRENT ASSETS $ 512,176 $ 558,759
CAPITAL ASSETS $ 106,379 $ 193,004
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TOTAL ASSETS $ 618,555 $ 751,763
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----------- -----------
CURRENT LIABILITIES
Accounts Payable $ 147,611 $ 82,634
Advances from Shareholders $ 13,339 $ 143,838
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TOTAL CURRENT LIABILITIES $ 160,950 $ 226,472
CAPITAL STOCK $ 5,813,035 $ 4,012,435
DEFICIT $(5,355,430) $(3,487,144)
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TOTAL LIABILITIES $ 618,555 $ 751,763
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MEDICONSULT.COM INC.
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
Quarter Ended Nine Months Ended
September 30, September 30,
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1998 1997 1998 1997
----------- ------------ ------------ -----------
Revenue $ 238,203 $ 69,269 $ 658,966 $ 172,868
Expenses
Sales & Marketing $ 158,104 $ 170,810 $ 629,713 $ 476,401
Client Services $ 76,049 $ 42,976 $ 325,783 $ 119,863
Site Services $ 130,980 $ 123,908 $ 400,046 $ 345,588
Technology Services $ 269,713 $ 94,997 $ 498,771 $ 264,953
Corporate Services $ 228,473 $ 286,074 $ 672,945 $ 797,881
------------ ----------- ----------- -----------
Total Expenses $ 863,319 $ 718,765 $ 2,527,258 $ 2,004,686
------------ ----------- ----------- -----------
Net Operating Profit
(Loss) $ (625,116) $ (649,496) $(1,868,292) $(1,831,818)
------------ ----------- ----------- -----------
------------ ----------- ----------- -----------
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MEDICONSULT.COM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended Nine months ended
September 30, 1998 September 30, 1997
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CASH FLOWS FROM OPERATIONS
Loss for the Period (1,868,286) (1,831,828)
Adjustment to reconcile loss
for the year to net
cash used in operating activities:
Depreciation of capital assets 116,850 257,258
Change in assets and liabilities
Accounts receivable (242,312) (106,783)
Accounts payable and accrued
liabilities 64,977 (34,706)
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NET CASH USED IN OPERATING ACTIVITIES (1,928,771) (1,716,059)
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital asset purchases (30,225) (250,961)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from Shareholders (130,499) (51,841)
Issue of preferred stock 1,800,000 1,900,000
Redemption of Promissory Note 0 (500,000)
Issue of common stock 600 500,000
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CASH PROVIDED BY FINANCINING 1,670,101 1,848,159
ACTIVITIES
DECREASE IN CASH (288,895) 118,861
CASH -- BEGINNING OF PERIOD 400,949 393,130
CASH END OF PERIOD 112,054 274,269
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MEDICONSULT.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The consolidated financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures have been condensed or omitted
pursuant to such rules and regulations. In the opinion of Management, all
adjustments, which were of a normal recurring nature, necessary to present
fairly the consolidated financial position and results of operations and cash
flows for the period presented have been included. These consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto for the fiscal year ended December 31, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS: NO ASSURANCES INTENDED
This Report contains certain forward-looking statements (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) regarding the Company and its business, financial
condition, results of operations and prospects. Words such as "expects"
"anticipates" "intends" "plans" "believes" "seeks" and "estimates," and similar
expressions or variations of such words, are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements in this Report. Additionally, statements concerning
future matters such as the development of new products, enhancements or
technologies and other statements regarding matters that are not historical are
forward-looking statements.
Although forward-looking statements in this Report reflect the good faith
judgment of the Company's management, such statements can only be based on facts
and factors currently known by the Company. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements. Factors that could cause or
contribute to such differences in results and outcomes include without
limitation those discussed in "Potential Fluctuations in Operating Results" as
well as those discussed elsewhere in this Report. Readers are urged not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this Report. The Company undertakes no obligation to revise or update
any forward-looking statements in order to reflect any event or circumstance
that may arise after the date of this Report. Readers are urged to carefully
review and consider the various disclosures made by the Company in this Report,
which attempt to advise interested parties of the risks and factors that may
affect the Company's business, financial condition, results of operations and
prospects.
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POTENTIAL FLUCTUATIONS IN OPERATING RESULTS
The Company's revenues and operating results have varied significantly in the
past and may do so in the future. Factors affecting the Company's revenues and
operating results include, but are not limited to: the degree of acceptance of
the Company's products; by the markets and clients served by the Company; the
historical tendency of the Company to receive, during a given fiscal period, a
small number of relatively large customer orders, such that failure to recognize
revenue from any such order in that fiscal period may disproportionately and
adversely affect the Company's revenues and operating results for that fiscal
period; the lengthy sales cycle of most of the Company's products; the
Company's ability to successfully and timely develop, introduce and market new
products and product enhancements; changes in the level of operating expenses;
competitive conditions in the Internet sector; domestic and international
economic conditions; and market conditions in the Company's targeted markets.
Furthermore, the Company's operating results may be affected by factors unique
to certain of its product lines. For example, although in the past a portion of
the Company's revenues were derived from consulting fees, the Company now
derives a substantial and increasing portion of its revenues from products and
services that have recurring fees. Thus, the loss of a recurring revenue
generating contract during a fiscal quarter would have a disproportionate
adverse impact on the Company's operating results for that quarter and in future
period.
The Company expects that fluctuations in its operating results will continue for
the foreseeable future. Consequently, the Company believes that period-to-period
comparisons of its financial results should not be relied upon as an indication
of future performance. Because the Company's expense levels are based in part on
its expectations regarding future revenues and are fixed to a large extent in
the short term, in the event of an unexpected revenue shortfall during a fiscal
period, the Company may be unable to adjust spending in time to maintain
anticipated operating results for that fiscal period. Accordingly, the Company
may not be able to achieve or maintain profitability on a quarterly or annual
basis in the future. Due to some or all of the foregoing factors, or other
factors, it is possible that in some future quarter the Company's operating
results will be below the expectations of public market analysts and investors.
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GENERAL OVERVIEW
MANAGEMENT'S COMMENTS ON BUSINESS OPERATIONS AND DEVELOPMENTS
The Company provides consumer-centric medical information on its web site
www.mediconsult.com. The Company develops direct-to-consumer (DTC) marketing
services and products for health care industry clients and provides these
services and products on the Internet. Growth in the worldwide use of the
Internet is projected by industry analysts to exceed 100% over the next year.
Health care analysts project that DTC advertising from health care companies
will grow from $1billion in 1998 to $4 billion in 2001. Consumer demand for
medical information, in particular information relating to chronic medical
conditions that effect over half of the population, is also growing.
Management believes that there are four phases of development in the core
business plan. The first phase was to build a web site that has medical
information and services that consumers want. The second phase was to attract
visitors to the web site. The third phase is to earn revenues from health care
companies by developing DTC programs. The forth phase will be to earn profits by
controlling expenses and increasing revenues.
In addition to the above plan management expects to develop e-commerce and
related services to generate additional revenues.
PHASE 1 - BUILD A WORLD CLASS WEB SITE
The Mediconsult.com web site contains over 20,000 documents covering 60 chronic
medical conditions. In addition the site has many features that allow visitors
to interact with each other. The interactive features are often referred to as
"community" features -- and Mediconsult.com is widely regarded as being a leader
in the concept of community building.
The Company has noted that independent experts consider the medical content,
community and navigation tools of the Mediconsult.com web site as among the very
best on the Internet. In fact, the Company has been presented with over 30
awards from Internet, medical and media organizations. In the quarter ended
September 30, 1998, the web site receive several new awards including two
extremely prestigious ones:
The Lancet, one of the medical profession's most august international
journals, with a strong readership among patients, reviewed
Mediconsult.com's web site and noted that it was "an exceptionally
well-designed, easy-to-navigate site brimming with health news and
patient-oriented information."
Popular Science Magazine, with almost 2 million readers, named
Mediconsult.com one of the "50 Best Of The Web" for 1998. This award
recognizes excellence in Internet sites devoted to science and technology.
A complete listing of the awards that have been presented to the Company is
available on WWW.MEDICONSULTINC.COM
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PHASE 2 - TRAFFIC: ATTRACT VISITORS TO THE WEB SITE AND BUILD A "BRAND"
Independently audited, publicly available visitor traffic measurement
information confirms that Mediconsult.com is one of the most visited patient
medical web sites. Growing visitor traffic volumes are important as they
generate more interest among the pharmaceutical and healthcare companies to
advertise on the web site rather than somewhere else. It is equally important
that the quality of the visitor audience remains high. Based on survey's
conducted on the web site the majority of visitors to the Company's web site are
patients with chronic medical conditions. These visitors represent a highly
targeted demographic group, which makes them a desirable target market for
health care companies' advertisements.
Mediconsult.com's traffic volumes have been increasing and management was
particularly encouraged that the web site received nearly 700,000 visits in
September. This was a 16% increase over the visitor traffic levels for August
and nearly double the level of the year ago period.
The quality of information, as indicated by the many awards and the increasing
visitor traffic levels, indicates that the Company is building a "brand" with
consumers. This "brand" should provide a competitive advantage by reducing the
recurring cost of attracting consumers.
PHASE 3 - CUSTOMERS: ESTABLISHING LONG TERM RELATIONSHIPS TO GENERATE RECURRING
REVENUES
While Mediconsult.com is very much a company dealing with emerging technologies
on the Internet, management views the Internet as a tool to take marketing
services and products to market in a cost-effective, efficient manner. The
Company offers many of these marketing services to clients in the health care
industry where expenditures relating to DTC (direct to consumer) advertising are
projected to increase from $1 billion in 1998 to $4 billion in 2001. This
forecasted increase, together with the anticipated exponential growth in the use
of the Internet by consumers over the next few years, is expected to have a
compounding impact on the Company's revenue prospects.
The Company has four services that generate revenue:
1. The Company sells advertising on the Mediconsult.com web site to
pharmaceutical and other healthcare companies
2. The Company licenses medical content to other web sites, usually
companies in the healthcare industry wishing to have an Internet
presence without the cost of building and maintaining a library of
content
3. The Company designs and builds web sites for health care companies
4. The Company sells medical products and books through an electronic
store and provides on-line consultations through the MediXperts
service.
The Company's target customers are the global pharmaceutical and healthcare
companies. These companies face extremely complex marketing issues in a number
of regulatory environments. Many
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recognize that marketing products and services on-line is a highly specialized
area and have sought Mediconsult.com's assistance in developing a viable
Internet market strategy.
Mediconsult.com started the year of 1998 with one key client sponsorship
relationship. Ten months later, the Company has almost 20 key relationships,
many with Fortune 500 companies. The client list now includes, among others,
Astra/Merck, Baylor Healthcare System, Biogen, Inc., Blue Shield of California,
Bristol-Myers Squibb Company, Cancer Treatment Centers of America, Deutsche Post
AG, IBM Global Healthcare Industry, Interactive Media Group, Market Strategies,
Inc. Merck & Co., Inc., Novartis Pharma AG, Novartis Consumer Health SA, Ontario
Hospital Association, Pfizer Pharmaceuticals and Smith-Kline Beecham.
The sales approach with these companies can best be described as "customer
intimate" in that short-term advertising opportunity has been foregone in favor
of developing a long-term relationship as a valued strategic marketing partner.
Management is of the view that the revenue potential of this long-term strategy
dwarfs that of seeking small one-off advertising campaigns. This strategy is
being proven by results. Management enjoys personal relationships with the most
senior management levels in many of these organizations.
PHASE 4 - EXPENSES
One of the areas about which management is most pleased is that of containing
expenses. During the last two years, monthly expenses have been maintained at
approximately $250,000, while developing a world-class medical web site and
marketing organization.
The Company has adopted the most conservative accounting treatment possible for
expenses. All development costs have been expensed rather than capitalized.
This policy, while conservative in nature, will result in lower amortization and
depreciation expenses in the future. As well, this policy has produced a
somewhat distorted balance sheet with very little in the way of historical cost
assets being capitalized. As it is not immediately apparent from the historical
financial statements, it is significant to note that the Company has spent
approximately $5.5 million from inception in 1996. Of this amount $4 million
has been spent on the development of the web site, $1 million on development of
the sales process and $.5 million on overhead expenses.
OTHER MATTERS OF INTEREST
ACQUISITIONS AND NEW BUSINESS OPPORTUNITIES
One of the methods by which the Company can accelerate its plans is by acquiring
complementary businesses and by venturing into new business areas. Management
set a strategy of for these ventures whereby only high-growth, high-margin
businesses would be considered.
During the past two years Mediconsult.com has demonstrated that it can add
significant value to the traditional doctor:patient relationship by providing
quality information and services that allow the patient to participate in their
personal health care decisions. The Company is now looking at ways to benefit
incrementally by levering these abilities. Management believes the Company has
several competitive advantages that will accelerate these strategies:
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- Expertise and experience in developing patient-centric medical
information and services
- Relationships with health care providers and pharmaceutical companies
- Expertise in new media technologies
With respect to the core web site business the Company continues to review
acquisition opportunities as management believes that a certain amount of
consolidation will occur over the near term in the health and medical web site
sector. Management pursued such an opportunity in the third quarter but decided
not to proceed with the transaction, as it did not meet their strategic
criteria.
COMPETITION
The Internet is growing rapidly and it is no surprise that a number of new
health and medical web sites have emerged over the past year. In some cases
these sites offer information that is complementary to the Company's web site,
but there are a few sites that compete with Mediconsult.com for both the
visitors' attention and the health care companies' sponsorship revenues. To
date, management has not noted any material negative impact on visitor traffic
to Mediconsult.com web site from these other web sites. Moreover, these other
web sites have not had any material impact on Mediconsult.com's ability to
attract sponsorship revenue from health care companies.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998
During the three months ended September 30, 1998 the Company earned $238,203 in
revenue primarily from client sponsorship programs that began during the first
and second quarter 1998. Revenue for the comparative three-month period in 1997
was $69,269. The increase of 343% in revenue over the year ago period was
attributable to a change in the primary source of revenue from consulting fees
in 1997 to client sponsorship programs in 1998. There were no material new
sponsorship programs brought online during the third quarter 1998, even though
several new programs were agreed upon with clients. These new programs should
begin during the forth quarter and should continue to earn revenue on a
recurring monthly basis thereafter. Revenue for the nine months ended September
30 were $658,967, which was a 380% increase over the year ago period.
Expenses increased during the quarter over the year-ago period due to increased
expenditures in technology which reflects management's decision to begin the
process of moving the technology services in-house. The Company has previously
sub-contracted much of these services to external parties. The Company incurred
approximately $75,000 in expenses during the quarter relating to an acquisition
that the Company decided not to proceed with. The loss of $625,116 for the
period declined from $649,496 during the comparative period in 1997 due to the
higher revenue.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998 the Company had working capital of $112,054, compared
with a working capital of $8,405 at June 30, 1998. As of September 30, 1998,
the Company was funded by the purchase by its majority shareholder of 64,500
shares of preferred stock at a price of $10.00 per share and an
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aggregate purchase price of $645,000. Accounts receivable increased due to the
increased revenue. Accounts payable resulted from normal month-end cutoff and
the Company was current with all suppliers. The Company has no bank debt.
The Company has also been financed over the past year by its majority
shareholder by the purchase by such shareholder of preferred stock for an
aggregate consideration of $4.3 million. Management now believes that the
operating cash flow is approaching break-even and that no external financing
will be needed to fund current operations. However, this issue continues to be
reviewed and management will respond as developments unfold.
YEAR 2000 COMPLIANCE
It is generally anticipated that many organizations will experience operational
difficulties at the beginning of the Year 2000 as a result of the fact that many
currently installed computer systems and software products are coded to accept
only two digit entries in the date code field. Significant uncertainty exists in
the software and other industries concerning the scope and magnitude of problems
associated with the century change. Based on the Company's assessment to date,
the Company believes that its products are Year 2000 compliant. Even if the
Company's products are Year 2000 compliant, the Company may in the future be
subject to claims based on Year 2000 issues in the products of other companies,
or issues arising from the integration of multiple products within a system. The
costs of defending and resolving Year 2000-related disputes, and any liability
of the Company for Year 2000-related damages, including consequential damages,
could have a material adverse effect on the Company's business, financial
condition and results of operations.
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PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
(c)(i) During the most recently completed quarter, the Company issued and
sold the following equity securities: On September 30, 1998, the Company issued
64,500 shares of Preferred Stock to Common Stock to The Mediconsult Trust, its
majority shareholder, at a price of $10.00 per share and an aggregate
consideration of $645,000.
(ii) The transactions described in this Item 2(c) were effected in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) of the Securities Act on the basis that such
transactions did not involve a public offering.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(i) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
On September 24, 1998, the Company filed a Current Report on Form 8-K to report
the signing of letter of intent to acquire for stock all the outstanding shares
of AccentHealth, Inc. (formerly Better Health Network, Inc.). The proposed
transaction was never consummated.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MEDICONSULT.COM, INC.
Date: October 21, 1998 By: /s/ Robert Jennings
-----------------------------
Robert Jennings, President and
Chief Financial Officer
14
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. Financial Data Schedule Filed herewith electronically
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF LOSS FOUND ON PAGE 3 AND OF TE COMPANY'S FORM 10-QSB
FOR THE YEAR TO DATE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 112,054
<SECURITIES> 0
<RECEIVABLES> 400,122
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 512,176
<PP&E> 106,379
<DEPRECIATION> 0
<TOTAL-ASSETS> 618,555
<CURRENT-LIABILITIES> 160,950
<BONDS> 0
0
4,300,000
<COMMON> 1,513,035
<OTHER-SE> (5,355,430)
<TOTAL-LIABILITY-AND-EQUITY> 618,555
<SALES> 238,203
<TOTAL-REVENUES> 238,203
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 863,319
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (625,116)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (625,116)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
