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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 June 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) 292-0474
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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 June 30, 1998
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Common Stock, $.01 Par Value 17,307,400 Shares
1
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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 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
EXHIBIT INDEX 11
2
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MEDICONSULT.COM INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
30 JUNE 1998 31 DECEMBER 1997
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CURRENT ASSETS
Cash $ 8,405 $ 400,949
Accounts Receivable $ 387,562 $ 157,810
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TOTAL CURRENT ASSETS $ 395,967 $ 558,759
CAPITAL ASSETS $ 145,329 $ 193,004
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TOTAL ASSETS $ 541,296 $ 751,763
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CURRENT LIABILITIES
Accounts Payable $ 90,236 $ 82,634
Advances from Shareholders $ 18,339 $ 143,838
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TOTAL CURRENT LIABILITIES $ 108,575 $ 226,472
CAPITAL STOCK $5,163,035 $4,012,435
DEFICIT ($4,730,314) ($3,487,144)
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TOTAL LIABILITIES $ 541,296 $ 751,763
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3
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Mediconsult.com Inc.
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
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1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenue $ 214,571 $ 87,512 $ 420,763 $ 103,589
Expenses
Sales & Marketing $ 286,297 $ 118,051 $ 471,609 $ 253,783
Client Services $ 205,058 $ 37,169 $ 249,734 $ 79,905
Site Services $ 122,578 $ 84,478 $ 269,066 $ 181,608
Technology Services $ 137,896 $ 121,353 $ 229,058 $ 260,881
Corporate Services $ 263,095 $ 237,115 $ 444,472 $ 509,744
---------- ---------- ---------- ----------
Total Expenses $1,014,924 $ 598,166 $1,663,939 $1,285,921
---------- ---------- ---------- ----------
Net Operating Loss $ 800,353 $ 510,654 $1,243,176 $1,162,332
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---------- ---------- ---------- ----------
</TABLE>
4
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MEDICONSULT.COM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended Six months ended
June 30, 1998 June 30, 1997
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CASH FLOWS FROM OPERATIONS
Loss for the Period (1,243,170) (1,182,332)
Adjustment to reconcile loss
for the year to net
cash used in operating activities:
Depreciation of capital assets 77,900 165,416
Change in assets and liabilities
Accounts receivable (229,752) (139,450)
Accounts payable and accrued liabilities 7,604 (10,033)
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NET CASH USED IN OPERATING ACTIVITIES (1,387,418) (1,166,399)
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital asset purchases (30,225) (210,961)
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CASH FLOWS FROM FINANCING ACTIVITIES
Advances from Shareholders (125,499) (51,841)
Issue of preferred stock 1,150,000 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 ACTIVITIES 1,025,101 1,848,159
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DECREASE IN CASH (392,544) 470,799
CASH - BEGINNING OF PERIOD 400,949 393,130
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CASH END OF PERIOD 8,405 863,929
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5
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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.
6
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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.
7
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RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998
Revenue during the three months ended June 30, 1998 of $214,571 was 245% higher
than the $87,512 revenue earned during the comparative three-month period in
1997. The Company's primary source of revenue in the period ended June 30 1998
came from client sponsorship programs whereas the revenue during the period
ended June 31 1997 primarily came from consulting fees. Most second quarter 1998
revenue was earned from client sponsorship programs that were implemented during
the first quarter 1998. During the quarter ended June 30 1998 the Company
developed several new sponsorship programs which will not be implemented until
the fourth quarter of 1998. Revenue from these new programs should begin in the
forth quarter and is expected to continue to accrue on a recurring monthly basis
thereafter.
Expenses during the three months ended June 30, 1998 were significantly higher
than during the comparative period in 1997, due to an increase in the level of
client activity. In particular, expenses relating to sales and marketing were
higher due to increased expenditures made to develop a number of new client
sponsorship proposals that were submitted during the quarter. Additional
expenditures on client services reflect the development costs for sponsorships
programs which will be implemented during the fourth quarter. These development
expenses typically are higher at the beginning of a new sponsorship program.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998 the Company had working capital of $290,392 compared with a
working capital of $1,032,612 at June 30, 1997. The Company was funded by the
majority shareholder that purchased $750,000 of preferred shares during the
three month period ended June 30, 1998. 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.
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.
8
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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 June 30, 1998, the Company issued
75,000 shares of Preferred Stock to The Mediconsult Trust, its majority
shareholder, at a price of $10.00 per share and an aggregate consideration of
$750,000.
(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
None.
9
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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
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Robert Jennings, President and
Chief Financial Officer
10
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. Financial Data Schedule Filed herewith
electronically
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF LOSS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM
10-QSB FOR THE YEAR TO DATE, AND IS QULIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 8,405
<SECURITIES> 0
<RECEIVABLES> 387,562
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 395,967
<PP&E> 145,329
<DEPRECIATION> 0
<TOTAL-ASSETS> 618,555
<CURRENT-LIABILITIES> 108,575
<BONDS> 0
0
3,555,000
<COMMON> 1,513,035
<OTHER-SE> (4,730,314)
<TOTAL-LIABILITY-AND-EQUITY> 618,555
<SALES> 214,571
<TOTAL-REVENUES> 214,571
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,014,924
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (800,353)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (800,353)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
