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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 31, 1999
OR
|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number: 333-73059
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 incorporation (I.R.S. Employer
or organization) Identification No.)
33 Reid Street, 4th Floor
Hamilton HM12, Bermuda
(Address of principal executive offices, including zip code)
Registrant's Telephone No., including area code: (441) 296-0736
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
As of May 13, 1999, there were approximately 28,145,031 shares of the
Registrant's Common Stock outstanding.
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<PAGE>
INDEX
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PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Financial statements
Consolidated Balance Sheets - March 31, 1999 and December 31, 1998 3
Consolidated Statement of Operations - 3 Months ended March 31, 1999 and 1998 4
Consolidated Statement of Cash Flows - 3 Months ended March 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 18
Item 1. Pending Legal Proceedings 18
Item 2. Changes in Securities 18
Item 6. Exhibits and Reports Filed on Form 8-K 18
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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Mediconsult.com,
Consolidated Balance Sheets - March 31, 1999 and December 31, 1998 (unaudited)
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<CAPTION>
March 31, December 31,
1999 1998
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ASSETS
<S> <C> <C>
Current
Cash $ 1,412,654 $ 135,053
Accounts receivable 140,959 135,790
Work in progress 420,366 --
Other 102,703 --
Deferred issue costs 333,584 --
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Total 2,410,266 270,843
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Non - current assets
Tangible fixed assets 281,347 52,790
Intangible fixed assets 750,521 818,750
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Total 1,031,868 871,540
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Total assets $ 3,442,134 $ l,142,383
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $ 889,473 $ 243,413
Advances from Stockholder 828,589 513,589
Unearned revenue -- 107,000
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Total liabilities 1,718,062 864,002
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Stockholders' equity
Preferred stock 5,000,000
Senior preferred stock 1,000,000 authorized, 506,329
and nil shares outstanding at March 31, 1999
and December 31, 1998 respectively 3,160,000 --
Junior preferred stock authorized 1,000,000 shares
designated, 430,000 shares issued and outstanding
at March 31, 1999 and December 31, 1998 4,300,000 4,300,000
Common stock, $.001 par value, 50,000,000 shares
authorized, 18,537,950 and 18,519,950 shares issued
and outstanding at March 31, 1999 and December 31, 18,538 18,520
1998 respectively
Additional paid in capital 5,915,657 5,242,981
Deferred compensation (1,346,653) (884,109)
Retained deficit (10,323,470) (8,399,011)
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Total stockholders' equity 1,724,072 278,381
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Total liabilities and stockholders' equity $ 3,442,134 $ 1,142,383
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See accompanying notes
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Mediconsult.com, Inc.
Consolidated Statement of Operations for the 3 Months Ended March 31, 1999 and
1998 (unaudited)
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<CAPTION>
3 Months Ended March 31
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1999 1998
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<S> <C> <C>
Revenues $ 700,360 $ 206,192
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Operating expenses
Product and content development 752,192 249,918
Marketing, sales and client services 737,605 188,781
General and administrative 943,772 210,309
Fair value of options granted to employees 191,250 39,307
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Total 2,624,819 688,315
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Loss from operations (1,924,459) (482,123)
Interest income (expense), net -- --
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Net loss $ (1,924,459) $ (482,123)
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Net loss per share - basic $ (0.10) $ (0.03)
Weighted average number of shares - basic 18,531,750 17,291,400
</TABLE>
See accompanying notes
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Mediconsult.com, Inc.
Consolidated Statement of Cash Flows for the 3 Months Ended March 31, 1999 and
1998 (unaudited)
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<CAPTION>
3 Months Ended March 31
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1999 1998
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<S> <C> <C>
Cash flows from operating activities
Net loss $(1,924,459) $ (482,123)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation of tangible fixed assets 50,948 38,950
Amortization of intangible fixed assets 68,229 --
Fair value of options granted 191,250 --
Changes in assets and liabilities
Accounts receivable (5,169) (116,498)
Work in progress (420,366) --
Other current assets (102,703) --
Accounts payable and accrued liabilities 531,705 57,809
Unearned revenue (107,000) --
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Net cash used in operating activities (1,717,565) (501,862)
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Cash flows from investing activities
Fixed assets purchases (279,505) (30,225)
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Net cash used in investing activities (279,505) (30,225)
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Cash flows from financing activities
Advances from stockholder 315,000 (50,499)
Issuance of senior preferred stock 3,160,000 --
Issuance of preferred stock -- 400,000
Issuance of common stock 18,900 600
Deferred issue costs (219,229) --
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Net cash provided by financing activities 3,274,671 350,101
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(Decrease) increase in cash 1,277,601 (181,986)
Cash - beginning of period 135,053 400,949
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Cash - end of period $ 1,412,654 $ 218,963
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See accompanying notes.
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MEDICONSULT.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCING STATEMENTS
(Unaudited)
1. ORGANIZATION
Mediconsult.com, Inc. (the "Company" or "Mediconsult") was originally
incorporated under the laws of the State of Colorado in October 1989. In April
1996, the Company purchased Mediconsult.com Limited, a Bermuda corporation
("MCL"), through a merger in which MCL became a wholly-owned subsidiary,
resulting in 90% of the outstanding stock of Mediconsult being held by the
former stockholders of MCL, The Mediconsult Trust, controlled by Mr. Robert
Jennings, and Dr. Michel Bazinet. In December 1996, the Company consummated a
reincorporation merger pursuant to which it became a Delaware corporation.
Mediconsult conducts its business primarily through MCL.
The Company is a provider of patient-oriented healthcare information and
services on the World Wide Web. The Company's sites provide a source of medical
information and are designed to empower consumers through increased consumer
education regarding medical conditions and treatment alternatives. The Company's
sites also provide a destination on the Internet where visitors can interact
with others in communities centered around chronic medical conditions and other
health issues. The Company facilitates this environment through an array of
complementary services such as moderated on-line support groups and discussion
forums.
2. BASIS OF PRESENTATION
These condensed consolidated financial statements are unaudited and reflect all
adjustments that, in the opinion of management, are necessary for a fair
presentation of the results for the interim period. The results of operations
for the current interim period are not necessarily indicative of results to be
expected for the current year or any other period. Certain amounts have been
reclassified to conform to the fiscal 1999 presentation.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
S-1 registration statement as filed with the Securities and Exchange Commission.
3. WORK IN PROGRESS
Work in progress represents the value of development work completed but not
billed at March 31, 1999.
4. STOCK OPTIONS
The Company has a 1996 Stock Option Plan (the "Plan") to provide incentives to
employees, directors and consultants. The maximum term of options granted under
the Plan is ten years. The Board of Directors has the exclusive power over the
granting of options and their vesting provisions. Stock options for common stock
comprise:
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<CAPTION>
1999
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No. Weighted Avg.
Shares Exercise Price
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<S> <C> <C>
Outstanding - December 31, 1998 2,716,000 0.37
Granted during the period 84,000 7.68
Exercised during the period (18,000) 1.05
Cancelled during the period -- --
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Outstanding - March 31, 1999 2,782,000 0.57
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Exercisable - March 31, 1999 2,391,600 0.16
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During the three months ended March 31, 1998 and 1999 the fair values of the
options granted to employees were nil and $653,794, respectively. The weighted
average exercise price and weighted average fair value of options whose exercise
price exceeded the market value at the grant date during the first three months
of 1999 were $8.00 and $5.96, respectively. The weighted average exercise price
and weighted average fair value of options whose exercise price was less than
the market value at the grant date during the first three months of 1999 were
$7.36 and $9.61, respectively.
The fair values of the options were estimated using an option-pricing model
based on the weighted average risk-free interest rates ranging between 4.630%
and 4.721%, an expected life of the options of two years, an expected volatility
of the common stock ranging between 172.9% and 185.9% and no expected dividends
on the common stock.
On August 1, 1998, the Company granted 400,000 warrants to Arnhold and S.
Bleichroeder, Inc., which were issuable upon meeting certain criteria related to
investment advisory fees and exercisable at $1.22 per share. These warrants
expire on July 28, 2003 and have cash-less exercise provisions and anti-dilution
provisions comparable to the senior preferred stock warrants. These warrants
vested or vest in tranches as follows: 200,000 shares upon filing a registration
statement on form S-1; 100,000 shares on March 15, 2000; and 100,000 shares on
September 15, 2000. The warrants vesting in 2000 are subject to continued
performance of financial advisory services by a particular individual on behalf
of Arnhold and S. Bleichroeder. At March 31, 1999, the criteria required for
exercise of such warrants vesting in 2000 had not been met.
On February 26, 1999, the Company granted to Nazem & Company IV, L.P.
Transatlantic Fund C.V. and certain other individual investors, warrants
exercisable for five years to purchase 224,000 shares of the Company's senior
preferred stock. The warrants are exercisable at $6.32 per share.
<PAGE>
5. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 1999, the Company received net advances
from shareholders of $315,000.
6. SUBSEQUENT EVENTS
On May 11, 1999, the Company completed the acquisition of CyberDiet Inc., the
owner of Cyberdiet.com, in exchange for 400,000 shares of Mediconsult common
shares issued to the former stockholders of CyberDiet Inc.
On April 9, 1999, the Company completed an offering of five million common
shares through underwriters ING Baring Furman Selz LLC and Volpe Brown Whelan
and Company at a price of $13.00 per share. The offering involved the sale by
the Company of 4,425,000 million new common shares, raising net proceeds of
approximately $53.5 million. In addition, 575,000 common shares were sold by
three existing shareholders. The underwriters exercised their option to purchase
an additional 375,000 new common shares from Mediconsult and 375,000 common
shares from certain existing shareholders to cover over-allotments at a price of
$13.00 per share. The issuance of the additional 375,000 new common shares
raised net proceeds of approximately $4.5 million, for total net proceeds of
approximately $58.0 million. Of this amount, $0.8 million was used to repay
stockholder advances. The common shares of Mediconsult.com are now quoted on the
NASDAQ National Market under the symbol "MCNS".
The 506,329 senior preferred shares issued to Nazem & Company IV, L.P.
Transatlantic Fund C.V. and certain other individual investors (see Note 4) were
converted to an equal number of shares of common stock upon closing of the
public offering described above.
The 430,000 junior preferred shares and accumulated pay-in-kind dividends
thereon were converted to 3,732,752 shares of common stock as part of the public
offering described above.
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Unless otherwise noted, references to "we," "our," and "us" refer to Mediconsult
and its subsidiaries.
OVERVIEW
Mediconsult is a leading provider of patient-oriented healthcare information and
services on the World Wide Web. Our Web sites provide a trusted source of
comprehensive and easy to understand medical information and are designed to
empower consumers through increased education related to medical conditions and
treatment alternatives. The Web sites also provide a destination on the Internet
where visitors can interact with others in a community environment. We
facilitate this environment through a well-organized, easy to navigate format
and an array of complementary services, including moderated on-line support
groups and discussion forums. By fostering communities centered around over 60
prevalent medical conditions and health issues, we believe that Mediconsult
creates significant opportunities for pharmaceutical and other healthcare
companies to reach a highly targeted consumer audience using Internet-based
marketing and advertising programs.
BACKGROUND
For the period from the inception of our operations in April 1996 through
January 1997, our operating activities related primarily to the initial
development of the mediconsult.com Web site and operating infrastructure, and
also the recruitment of employees. Since the launch of mediconsult.com in 1996,
we have focused on developing and organizing content in an easy to navigate
format, and improving the functionality of mediconsult.com. We continue to
refine our strategy of creating targeted on-line marketing and advertising
programs for large pharmaceutical and other healthcare organizations. We
continue to develop and implement these types of programs for our clients. We
structure our programs to provide advertisers with a measurable return on their
investment by tracking the level of interest and interactive responses of
visitors. Our programs utilize a broad range of on-line strategies and resources
to deliver a message consistent with the advertisers' global marketing strategy.
REVENUE SOURCES
Our main source of revenue is through client services related to the development
and support of on-line marketing and advertising programs for pharmaceutical and
other healthcare companies. These services typically include the design,
development and management of customized Web sites relating to a particular
pharmaceutical or other health-related product. Client services also include
marketing research, focus group testing and on-line testing of visitors'
preferences. Revenue from client services is recognized over the period that the
services are performed. Revenue from support services, principally the
management of Web sites that we develop for our clients, is recognized rateably
over the management periods, generally on a monthly basis. Payments received
from clients prior to the performance of client services are recorded as
unearned revenue.
We also provide advertising services involving the sale of advertising space on
Web sites we own, manage or sponsor. These services can be provided separately
or as part of a more comprehensive suite of client services. Advertising
services include banner advertisements, polls, surveys, registration programs,
coupons and other interactive forms of advertising. Revenue from advertising
sales is recognized ratably over the period in which the advertisement is
displayed, if no significant obligations
<PAGE>
remain. In certain cases, advertising revenue from the sale of advertising space
is related to the delivery of impressions or click-throughs from pages viewed by
visitors to our Web sites. In these cases, we may guarantee a minimum number of
impressions or click-throughs by visitors over a specific period of time. To the
extent that revenue is related to the number of impressions or click-throughs,
we defer recognition of this revenue until the required impressions or
click-throughs are achieved. Payments received from advertisers prior to
displaying their advertisements are recorded as deferred revenue. Mediconsult
does not recognize revenue from barter transactions with respect to its
advertising services.
We also derive revenue from licensing our mediconsult.com content and providing
Web site support to healthcare and other organizations. These client
organizations make our content available to visitors to their Web sites or to
Web sites of their clients. Revenue from content licensing is recognized over
the period of the license. In certain cases, we design and develop these Web
sites. The portion of licensing revenue related to up-front customized design
work is recognized over the period that the work is performed. In certain cases,
we realize additional revenue from management of the Web site or its content.
Revenue from management services is recognized rateably over the period the
services are performed, generally on a monthly basis. We may also retain the
right to place advertising on a Web site that hosts our content.
Although we have certain electronic commerce alliances with merchants of
healthcare-oriented books and products, revenue from these revenue-sharing
arrangements has not been material. Revenue from our share of the proceeds from
electronic commerce partners' sales is recognized by Mediconsult upon
notification from our commerce partners of sales attributable to our Web sites.
MARKETING AND SALES INITIATIVES
In late 1997, we initiated our first significant marketing and advertising
program. The Company was engaged by Novartis Consumer Health Canada to develop a
comprehensive on-line smoking cessation program for its Habitrol brand, focused
on Canadian consumers. We developed the Web site for this program during early
1998, for which we received payment as services were performed. We receive
revenue for maintaining and upgrading this program (beginning with its launch in
June 1998), and receive monthly advertising revenue for referring visitor
traffic to the Habitrol Web site. We are currently expanding the Habitrol
program to provide French and professional healthcare versions of the Web site.
We have also generated revenue from developing programs for a number of branded
pharmaceutical products for Novartis Pharma, the worldwide pharmaceutical
division of Novartis. We are developing the Web sites for these programs and
receiving payment as services are performed. In 1998, revenue from Novartis
represented $0.7 million or 65% of the Company's total revenue. We have also
completed assessment programs for Bristol Myers Squibb, Glaxo Wellcome and Astra
Merck. The loss of Novartis as a customer or any changes to the existing
relationship that are less favorable to us, or any significant reduction in
traffic on or through the Novartis Web sites that we manage, will materially and
adversely affect our business, financial condition and results of operations.
To date, our revenue has been generated primarily by our own internal sales
organization and, to a lesser extent, by third party advertising
representatives. As of March 31, 1999, we had an internal marketing, sales and
program design organization of 12 professionals. We believe that we need to
significantly increase the size of our internal marketing and sales organization
in order for us to execute successfully our growth strategy and, accordingly, we
intend to hire additional marketing and sales professionals in
<PAGE>
1999.
To enhance access to our targeted customer base, in February 1999, we entered
into a memorandum of agreement outlining the principal terms of a 50/50 joint
venture with CommonHealth LLP, the leading healthcare advertising firm
worldwide. CommonHealth is an affiliate of Ogilvy & Mather and J. Walter
Thompson. The joint venture is being formed to offer innovative multimedia
solutions to pharmaceutical and other healthcare companies, based on our
Internet expertise and CommonHealth's experience in traditional media. It is
currently contemplated that each of us will perform services on behalf of the
joint venture, and will each charge the joint venture for work performed at our
normal rates. The joint venture may also recruit its own employees, some of whom
may come from Mediconsult and some of whom may come from CommonHealth. Profits
of the joint venture will be shared equally by the parties, and losses of the
joint venture will be shared in proportion to each party's billings to the joint
venture.
In order to enhance our content licensing initiatives and generate additional
revenue, we have entered into marketing alliances with a number of companies and
organizations. These include the healthcare division of IBM, GeoAccess, a
software development company focused on the managed care sector, and the Ontario
Hospital Association, an association of approximately 185 not-for-profit
hospitals.
VISITOR TRAFFIC
To improve the depth and breadth of our medical content and to increase visitor
traffic, we recently completed strategic initiatives to purchase, manage or
sponsor the following Web sites:
o PharmInfo.com, a leading Web site providing information on pharmaceutical
products and clinical trials for pharmacists, physicians and consumers. We
acquired PharmInfo.com in December 1998, in exchange for 100,000 shares of
our common stock. The fair value of these shares of common stock was $0.8
million, which was capitalized and will be amortized over three years.
o Cyberdiet.com, a Web site providing tailored nutritional information and
programs. In February 1999, we entered into a memorandum of agreement
outlining the principal terms of an exclusive management arrangement with
CyberDiet Inc., the owner of Cyberdiet.com, granting to Mediconsult the
sole right to place advertisements on the Web site, to link traffic, and
to manage the content on the Web site. In May 1999, we completed the
acquisition of CyberDiet Inc., in exchange for 400,000 shares of
Mediconsult common stock.
o INCIID.org, a Web site providing information on infertility. In February
1999, we entered into an exclusive sponsorship agreement with the
InterNational Counsel of Infertility Information Dissemination, a
not-for-profit organization, relating to INCIID.org and granting us the
sole right to place advertisements on the Web site, to link traffic, and
to manage the content on the Web site. In connection with this agreement,
we have committed to pay INCIID $0.5 million per year beginning in 1999,
for three years in equal quarterly installments, in cash or common stock
as we determine with respect to each quarter.
We believe that Mediconsult's Web sites together represent one of the most
highly trafficked consumer healthcare information sites on the Internet. In the
first quarter 1999 (on a pro forma basis as if acquired, managed or sponsored on
the first day of the month), the Company's owned, managed and sponsored Web
sites had more than 5.4 million visitors viewing over 33 million pages of
information.
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STOCK OPTIONS AND WARRANTS
Stock options granted to consultants and employees are expensed over their
vesting period, based on their fair value at the date of grant, under Statement
of Financial Accounting Standards No. 123 "ACCOUNTING FOR STOCK-BASED
COMPENSATION." As more fully described below in "Results of Operations," we have
recorded compensation expense in connection with the vesting of stock options
during the three month periods ended March 31, 1999 and 1998, as well as
deferred compensation expense for the value of options granted that were not
vested as of such dates. We currently expect to amortize $0.7 million in 1999
and $0.6 million in 2000 as deferred compensation expense in respect of options
outstanding at March 31, 1999. In addition, pursuant to an agreement dated July
28, 1998 with Arnhold and S. Bleichroeder, Inc. to provide us with investment
advisory services, we have issued to this firm 100,000 shares of our common
stock and warrants to purchase an aggregate of 400,000 shares of common stock
with an exercise price of $1.22 per share, which was the closing price of our
common stock on the contract date. Of this amount, warrants for 200,000 shares
of common stock were delivered upon initial filing of a prospectus and warrants
for 200,000 shares of common stock are deliverable in 2000, if certain
conditions are met. Delivery of the warrants will result in the recognition of
an expense in the statement of operation equal to the fair value of the warrants
on the date of delivery.
RESULTS OF OPERATIONS
REVENUE. Revenue consists of fees received for the design, development and
implementation of on-line marketing and advertising programs, including Web site
development and implementation, advertising services, licensing our content and
Web site support. Revenue was $0.2 million for the quarter ended March 31, 1998
and $0.7 million for the quarter ended March 31, 1999. The period-to-period
growth in revenue was primarily attributable to an increase in (i) the number of
clients, and (ii) the number of marketing and advertising programs developed and
implemented for those clients.
PRODUCT AND CONTENT DEVELOPMENT. Product and content development costs include
expenses we incur to develop, enhance, manage, monitor and operate our Web
sites. These costs consist primarily of salaries and fees paid to employees and
consultants to develop and maintain the software and information contained on
the Mediconsult.com Web sites. For the quarter ended March 31, 1998, these costs
were $0.2 million and for the quarter ended March 31, 1999, these costs were
$0.8 million. These costs related primarily to the development of healthcare
content and interactive services.
MARKETING, SALES AND CLIENT SERVICES. Marketing, sales and client services costs
include expenses we incur to obtain and maintain client relationships. These
costs include salaries and fees paid to employees and consultants, and
programming costs. For the quarter ended March 31, 1998, marketing, sales and
client services costs were $0.2 million. For the quarter ended March 31, 1999,
these costs were $0.7 million, consisting primarily of costs associated with the
development and implementation of specific client marketing programs and of new
prototype software applications for marketing and advertising programs.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses consist
primarily of salaries and related costs for general corporate functions,
including finance, accounting and legal expenses, and fees for other
professional services. For the quarter ended March 31, 1998, general and
administrative expenses were $0.3 million and for the quarter ended March 31,
1999 these costs were $1.0 million. The increase in general and administrative
expenses was primarily attributable to increased
<PAGE>
salaries and related expenses associated with hiring additional personnel to
support the growth of our operations.
FAIR VALUE OF OPTIONS GRANTED TO EMPLOYEES. We have recorded compensation
expense in connection with the vesting of employee stock options of $0.04
million during the quarter ended March 31, 1998, and $0.2 million during the
quarter ended March 31, 1999. Compensation expense represents the amortization
of deferred compensation which is measured based on the fair value of the
options granted. These amounts are amortized over the vesting period of the
applicable options. We have recorded deferred compensation for the value of the
options granted that are not yet vested of $0.8 million as of March 31, 1998 and
$1.3 million as of March 31, 1999.
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED
The information and data contained in this quarterly report includes all
necessary adjustments, consisting only of normal recurring adjustments necessary
for fair presentation of this data. The results of operations for any quarter
are not necessarily indicative of the results of operations for any future
period.
We have a limited operating history upon which to evaluate our business and
predict revenue and planned operating expenses. Our quarterly operating results
may vary significantly in the foreseeable future due to a variety of factors,
many of which are outside of our control. The timing of advertising sales is one
of the most significant factors affecting quarterly results. The time between
the date of initial contact with a potential advertiser and the execution of a
contract with the advertiser typically ranges from six weeks for smaller
agreements to nine months for larger agreements. These contracts are also
subject to delays over which we have little or no control, including customers'
budgetary constraints, their internal acceptance reviews, whether or when
regulatory approval of their products is given by the FDA or other regulatory
authority, the possibility of cancellation or delay of projects by advertisers
and any post-approval actions taken by the FDA or other regulatory authority,
including product recalls. During the selling process, we may expend substantial
funds and management resources and yet not obtain adequate advertising revenue.
Once a contract is executed, a significant portion of our revenue is derived
from customized Web site development and implementation projects, rather than
from recurring fees. As a result, we cannot predict with certainty when we will
perform the work necessary to receive payment for these projects. In addition,
traffic levels on Web sites have typically fluctuated during the summer, and
during year-end and holiday periods, and we could experience a decrease in
visitor traffic to our Web sites during these periods.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through the private
placement of equity securities and advances from our principal stockholder. In
February 1999, we received $3.2 million in proceeds from a private placement of
equity securities to certain unrelated investors. As of March 31, 1999, we had
$1.4 million in cash and cash equivalents. In April 1999, we received
approximately $58 million in net proceeds from a public offering of equity
securities.
We have incurred substantial costs to design, develop and implement
Internet-based marketing and advertising programs for our clients, to build
brand awareness and to grow our business. As a result, we have incurred
operating losses and negative cash flows from operations in each quarter since
we commenced operations. As of March 31, 1999, we had an accumulated deficit of
$10.4 million. These
<PAGE>
losses have been funded primarily through advances by our largest stockholder,
an entity controlled by Robert A. Jennings, our Chairman and Chief Executive
Officer. These advances aggregated $5.1 million as of March 31, 1999. Of this
amount, $4.3 million was evidenced by junior preferred stock of Mediconsult,
which was converted into common stock in April 1999 upon the consummation of the
public offering. The balance was an interest free advance of $0.8 million
repayable upon demand which was repaid from the proceeds of the private equity
offering.
To date, we have experienced negative cash flows from operating activities. For
the quarters ended March 31, 1998 and March 31, 1999, net cash used in operating
activities was $0.5 million and $1.6 million, respectively, which was primarily
attributable to our net losses during these periods. Net cash used reflected
several factors, including (1) increased operating expenses as our business
volume increased; (2) a higher level of work in progress due to growth of
marketing and advertising program revenue; and (3) increases in accounts payable
and accrued expenses, which partially offset the increases. For the quarter
ended March 31, 1999, the increase in net cash used in operating activities was
primarily attributable to our net operating loss of $1.9 million. The net loss
for the quarter was partially offset by certain non-cash items of $0.3 million
in the aggregate. This amount was comprised of deferred compensation expense of
$0.2 million related to stock options granted to consultants and employees and
depreciation and amortization of $0.1 million.
For the quarter ended March 31, 1999, net cash used in investing activities was
$0.3 million. All net cash used in investing activities related to capital
expenditures, primarily the acquisition of software.
For the quarter ended March 31, 1999, net cash provided by financing activities
was $3.2 million. Net cash proceeds from financing activities in the quarter
were primarily attributable to the issuance of senior preferred stock and to a
lesser extent from unsecured advances from our largest stockholder.
As of March 31, 1999, we had no principal capital commitments outstanding. We
have spent $0.7 million on tangible capital expenditures since inception.
In connection with our joint venture with CommonHealth, we expect to advance
approximately $0.3 million to the joint venture as our share of its initial
capitalization. Under our agreement with CommonHealth, we may borrow this amount
from CommonHealth. If we do borrow this amount, we must repay it from 25% of our
portion of the net profits of the joint venture, if any, and in any event within
three years from the formation of the joint venture or sooner if the joint
venture is terminated.
In connection with our sponsorship and management of INCIID.ORG, we have
committed to pay INCIID $0.5 million per year beginning in 1999 for three years
in equal quarterly installments, in cash or common stock as we determine with
respect to each quarter.
On February 26, 1999, we sold in a private placement an aggregate of 506,329
shares of our newly designated senior preferred stock and warrants, exercisable
for five years to purchase 224,000 shares of such senior preferred stock, to
Nazem & Company IV, L.P., Transatlantic Venture Fund C.V. (a joint venture of
Nazem & Company and Banque Nationale de Paris) and other individual investors,
for an aggregate of $3.2 million. The purchase price was, and the conversion
price of the senior preferred stock and exercise price of the warrants is, $6.32
per share. The shares of senior preferred stock were subsequently converted into
506,329 shares of common stock.
Our ability to generate significant revenue is uncertain. We incurred net losses
of approximately $2.0
<PAGE>
million for the quarter ended March 31, 1999. We expect losses from operations
and negative cash flow to continue for the foreseeable future and at least
through the year 2000 as a result of our expansion plans and our expectation
that operating expenses will increase significantly in the next several years.
The rate at which these losses will be incurred may increase from current
levels. Although we have experienced revenue growth in recent periods, our
revenue may not remain at its current level or increase in the future. If our
revenue does not increase and if our spending levels are not adjusted
accordingly, we may not generate sufficient revenue to achieve profitability,
which would have a material, adverse effect on our business, financial condition
and results of operations. Even if we achieve profitability, we may not sustain
or increase profitability on a quarterly or annual basis in the future.
Our working capital requirements depend on numerous factors. We have experienced
a substantial increase in our expenditures since inception, consistent with
growth in our operations and staffing, and anticipate that this will continue
for the foreseeable future. We anticipate incurring additional expenses to
increase our marketing and sales efforts, for content development and for
technology and infrastructure development. Additionally, we will continue to
evaluate possible investments in businesses, products and technologies, the
expansion of our marketing and sales programs and more aggressive brand
promotions. If we experience a shortfall in revenue in relation to expenses, or
if our expenses precede increased revenue, our business, financial condition and
results of operation and could be materially and adversely affected.
We currently anticipate that available cash resources combined with the net
proceeds from the April equity offering will be sufficient to meet our
anticipated needs for working capital and capital expenditures through at least
the year 2000. We may need to raise additional funds, however, in order to fund
more rapid expansion, to develop new or enhance existing services or products,
to respond to competitive pressures or to acquire complementary products,
businesses or technologies. There can be no assurance that any required
additional financing will be available on terms favorable to us, or at all. If
additional funds are raised by the issuance of equity securities, stockholders
may experience dilution of their ownership interest and these securities may
have rights senior to those of the holders of the common stock. If additional
funds are raised by the issuance of debt, we may be subject to certain
limitations on our operations, including limitations on the payment of
dividends. If adequate funds are not available or not available on acceptable
terms, we may be unable to fund our expansion, successfully promote our brand
name, take advantage of acquisition opportunities, develop or enhance services
or respond to competitive pressures, any of which could have a material adverse
effect on our business, financial condition and results of operations.
Although a significant portion of our revenue is derived from activities
conducted outside the United States, fees paid to us have been and are expected
to continue to be paid in U.S. dollars. However, a substantial portion of our
payroll is paid and it is expected that rent under leases of office facilities
outside the United States will be paid, in currencies other than U.S. dollars.
Because our financial results are reported in U.S. dollars, they are affected by
changes in the value of the various foreign currencies in which we make payments
in relation to the U.S. dollar. We do not cover known or anticipated operating
exposures through foreign currency exchange option or forward contracts. The
primary currency for which we have foreign currency exchange rate exposure is
the Canadian dollar. Our financial instruments, including cash, accounts
receivable, accounts payable and accrued liabilities and advances from
shareholder are carried at cost which approximates their fair value because of
the short-term maturity of these instruments.
<PAGE>
YEAR 2000
Some computers, software and other equipment include programming code in which
calendar year data is abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to produce correct
results if "00" is interpreted to mean 1900, rather than 2000. These problems
are widely expected to increase in frequency and severity as the year 2000
approaches and are commonly referred to as the year 2000 problem. Significant
uncertainty exists in the software and Internet industries concerning the scope
and magnitude of problems associated with the year 2000 problem.
INTERNAL INFRASTRUCTURE. We believe that we have identified substantially all of
the major computers, software applications and related equipment used in
connection with our internal operations to determine if they will be year 2000
compliant. Based on our assessment to date, we presently believe that our
internal computer systems are year 2000 compliant. Nevertheless, we continue to
test our internal systems, on a system by system basis, as we complete our
ongoing compliance efforts with respect to non-information technology systems.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to computers and
related systems, the operation of our offices and facilities equipment, such as
fax machines, photocopiers, telephone switches, security systems, elevators and
other common devices may be affected by the year 2000 problem. We have completed
the assessment of the potential effect of, and costs of remediating, any year
2000 problem related to this equipment. We do not have extensive facilities and
office equipment at this time. We therefore estimate that our total cost of
completing any required modifications, upgrades or replacements of these
internal systems will not be material.
SUPPLIERS. We have been gathering information from and have initiated
communications with our service and content providers to identify and, to the
extent possible, resolve issues involving the year 2000 problem. However, we
have limited or no control over the actions of our service and content
providers. Thus, while we expect that we will be able to resolve any significant
year 2000 problems with our systems, we cannot guarantee that our service and
content providers will resolve any or all year 2000 problems with their systems
before the occurrence of a material disruption to our business. Any failure of
these third parties to resolve year 2000 problems with their systems in a timely
manner could have a material adverse effect on our business, financial condition
and results of operations.
MOST LIKELY CONSEQUENCES OF YEAR 2000 PROBLEMS. We expect to identify and
resolve all year 2000 problems that could materially adversely affect our
business, financial condition or operating results. However, we believe that it
is not possible to determine with complete certainty that all year 2000 problems
affecting us have been identified or corrected. The number of devices that could
be affected and the interactions among these devices are simply too numerous. In
addition, we cannot accurately predict how many failures related to the year
2000 problem will occur or the severity, duration or financial consequences of
such failures. As a result, we could possibly suffer the following consequences:
o a significant number of operational inconveniences and
inefficiencies for us, our service and content providers and our
visitors that may divert our time and attention and financial and
human resources from our ordinary business activities; and
<PAGE>
o a lesser number of serious system failures that may require
significant efforts by us, our service and content providers or our
visitors to prevent or alleviate material business disruptions.
In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third party service providers and others
outside of our control will be year 2000 compliant. The failure of these
entities to be year 2000 compliant could result in a systemic failure beyond our
control, such as a prolonged Internet, telecommunications or electrical failure,
which could also prevent us from operating our business, prevent visitors from
accessing our Web sites, or change the behavior of consumers accessing our Web
sites, which could have a material adverse effect on our business, financial
condition and results of operations.
CONTINGENCY PLANS. As discussed above, we are engaged in an ongoing year 2000
assessment. We have not yet developed any contingency plans. The results of our
year 2000 simulation testing and the responses received from third party vendors
and service providers will be taken into account in determining the nature and
extent of any needed contingency plans.
<PAGE>
FORWARD LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-Q, in documents incorporated
herein and elsewhere by us from time to time, the words "believes,"
"anticipates," "expects" and similar expressions are intended to identify
forward-looking statements concerning our business operations, economic
performance and financial condition, including in particular, our business
strategy and means to implement the strategy, our objectives, the amount of
future capital expenditures required, the likelihood of our success in
developing and introducing new products and expanding the business, and the
timing of the introduction of new and modified products or services. For those
statements, we claim the protection of the safe harbor for forward looking
statements contained in the Private Securities Litigation Reform Act of 1995.
These forward looking statements are based on a number of assumptions and
estimates which are inherently subject to significant risks and uncertainties,
many of which are beyond our control and reflect future business decisions which
are subject to change. A variety of factors could cause actual results to differ
materially from those anticipated in our forward-looking statements, including
the following factors: (a) those set forth in our Form 10-KSB/A for the period
ended December 31, 1998, incorporated herein by reference, and elsewhere herein;
and (b) those set forth from time to time in our press releases and reports and
other filings made with the Securities and Exchange Commission. We caution that
such factors are not exclusive. Consequently, all of the forward-looking
statements made in this document are qualified by these cautionary statements
and readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Quarterly Report on Form
10-Q. We undertake no obligation to publicly release the results of any
revisions of such forward-looking statements that may be made to reflect events
or circumstances after the date hereof, or thereof, as the case may be, or to
reflect the occurrence of unanticipated events.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. PENDING LEGAL PROCEEDINGS
There are no pending legal proceedings in which the Company is a party, and the
Company is not aware of any threatened legal proceedings involving it.
ITEM 2. CHANGES IN SECURITIES
On February 26, 1999, the Company sold in a private placement an aggregate of
506,329 shares of its newly designated senior preferred stock and warrants,
exercisable for five years to purchase 224,000 shares of such senior preferred
stock, to Nazem & Company IV, L.P., Transatlantic Venture Fund C.V. (a joint
venture of Nazem & Company and Banque Nationale de Paris) and other individual
investors, for an aggregate of $3.2 million. The purchase price and the
conversion price of the senior preferred stock was, and exercise price of the
warrants is, $6.32 per share, an amount equal to 85% of the average bid and ask
price of the shares of Common Stock on the OTC Bulletin Board for the relevant
30-day period preceding the closing. The shares of senior preferred stock
automatically converted into an equal number of shares of Common Stock upon the
closing of the public offering in April 1999. The holders of the senior
preferred stock have the right to nominate a member of the Company's board of
directors so long as they maintain at least 50% of their original share
position. The senior preferred stock has voting rights on an as-converted basis.
In connection with the private placement, the Company agreed to provide the
holders of senior preferred stock or common stock issuable upon the conversion
of senior preferred stock demand and piggyback registration rights, the right to
tag-along with founders of the Company in certain sales of their shares. So long
as the investors hold at least 50% of their original share position, the Company
agreed not to effect any material change in the direction of its business unless
approved by at least two-thirds of the board of directors and then only after
consultation with the investors.
ITEM 6. EXHIBITS AND REPORTS FILED ON FORM 8-K
None.
SIGNATURES
Mediconsult.com, Inc.
Date: May 17, 1999 Signature: /s/ Robert A. Jennings
Robert A. Jennings
Chairman of the Board and
Chief Executive Officer
Date: May 17, 1999 Signature: /s/ E. Michael Ingram
E. Michael Ingram
Chief Financial Officer
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