<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Period Ended June 30, 2000
------------------------------------------
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from to
-------------- ------------
Commission File Number 333-76427
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Panoramic Care Systems, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 84-1165714
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(State of Incorporation) (IRS Employer ID Number)
5181 Ward Road Wheat Ridge, CO 80033
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(Address of principle executive offices) (city) (state) (zip code)
(303) 422-3886
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Registrant's telephone number including area code
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
--- ---
Transitional Small Business Disclosure format (check one):
YES NO X
--- ---
The number of shares outstanding of the Registrant's $0.001 par value common
stock on August 11, 2000 was 5,128,192.
<PAGE> 2
PANORAMIC CARE SYSTEMS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 12
PART II. OTHER INFORMATION ITEM 13
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PANORAMIC CARE SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 907,981 $ 119,684
Accounts receivable:
Trade, net of allowance for doubtful accounts -- 9,000
Prepaid expense and other 64,689 17,856
----------- -----------
Total current assets 972,670 146,540
PROPERTY AND EQUIPMENT, AT COST: 140,688 140,688
Less accumulated depreciation (82,150) (64,098)
----------- -----------
Net property and equipment 58,538 76,590
CAPITALIZED SOFTWARE COSTS, net of accumulated
amortization of $200,250 and $0, respectively 363,090 456,981
----------- -----------
TOTAL ASSETS $ 1,394,298 $ 680,111
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 236,127 $ 210,571
Deferred revenue -- --
----------- -----------
Total current liabilities 236,127 210,571
STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share;
authorized 50,000,000 shares; 5,128,192
and 4,875,000 issued and outstanding
June 30, 2000 and December 31, 1999, respectively 5,128 4,875
Additional paid-in capital 4,048,098 2,488,908
Accumulated deficit (2,895,055) (2,024,243)
----------- -----------
Total stockholders' equity 1,158,171 469,540
=========== ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,394,298 $ 680,111
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
PANORAMIC CARE SYSTEMS, INC
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
----------- ----------- ----------- ----------- ----
<S> <C> <C> <C> <C>
REVENUES:
Software license fees $ -- $ 36,190 $ -- $ 36,190
----------- ----------- ----------- -----------
Total revenues -- 36,190 -- 36,190
OPERATING EXPENSES
Cost of Sales -- 36,796 -- 36,796
Salaries 138,395 157,205 310,738 207,114
Product Development costs -- -- 13,525 --
Management fee -- -- -- --
Consulting fees 97,604 30,783 125,863 52,859
Recruiting fees 3,000 -- 7,064 60,500
Other general and administrative 300,863 198,318 422,362 244,669
----------- ----------- ----------- -----------
539,862 423,102 879,552 601,938
----------- ----------- ----------- -----------
Operating loss (539,862) (386,912) (879,552) (565,748)
OTHER INCOME (EXPENSE):
Interest income 8,124 549 8,741 3,089
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (531,738) $ (386,363) $ (870,811) $ (562,659)
=========== =========== =========== ===========
BASIC AND DILUTED LOSS
PER COMMON SHARE: $ (0.11) $ (0.12) $ (0.18) $ (0.18)
=========== =========== =========== ===========
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 4,968,566 3,200,000 4,921,838 3,158,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
PANORAMIC CARE SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (870,811) $ (562,659)
Adjustments to reconcile net loss to net cash from operating activities:
Issuance of compensatory options 53,104 --
Depreciation & software amortization 111,941 27,800
(Increase) decrease in accounts receivable 9,000 (50,670)
Increase in prepaid expenses (46,833) (34,659)
Increase in accounts payable 58,649 22,819
Increase in deferred revenue -- 10,890
Increase in accrued liabilities (33,092) --
----------- -----------
Net cash provided by (used in) operating activities (718,042) (586,479)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property plant and equipment -- (81,428)
Capitalized software costs -- (214,636)
----------- -----------
Net cash used in investing activities -- (296,064)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of special warrants, net of offering costs 1,346,661 --
Proceeds from exercise of warrants 210,129 --
IPO Issuance Costs (50,451) --
Proceeds from issuance of common stock, net of offering costs -- 1,002,000
Stock subscriptions receivable -- 99,400
----------- -----------
Net cash provided by financing activities 1,506,339 1,101,400
----------- -----------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 788,297 218,857
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 119,684 350,122
=========== ===========
CASH AND EQUIVALENTS, END OF PERIOD $ 907,981 $ 568,979
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
PANORAMIC CARE SYSTEMS, INC.
STATEMENTS OF STOCKHOLDER EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 4,875,000 $ 4,875 $ 2,488,908 $(2,024,243) $ 469,540
Issuance of stock pursuant to exercise of
warrant 253,192 253 209,876 -- 210,129
Issuance of special warrants pursuant to
private placement, net of offering costs,
February and April 2000 -- -- 1,346,661 -- 1,346,661
IPO issuance costs -- -- (50,451) -- (50,451)
Issuance of options for consulting services -- -- 53,104 -- 53,104
Net loss for the Six months ended
June 30, 2000 -- -- -- (870,812) (870,812)
----------- ----------- ----------- ----------- -----------
BALANCE, June 30, 2000 5,128,192 $ 5,128 $ 4,048,098 $(2,895,055) $ 1,158,171
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 7
PANORAMIC CARE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Interim Financial Information - Basis of presentation
The accompanying financial statements of Panoramic Care Systems, Inc. (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions for Form 10-QSB and Article 10 of Regulation S-X. The balance
sheet as of June 30, 1999 and the statements of operations for the three
and six months ended June 30, 2000 and 1999, and the statements of cash
flows for six months ended June 30, 2000 and 1999, are unaudited but
include all adjustments (consisting of normal recurring adjustments) which
the Company considers necessary for a fair presentation of the financial
position at such date and the operating results and cash flows for those
periods. Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information normally included in financial statements
and related footnotes prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. The accompanying
financial statements should be read in conjunction with the financial
statements and notes included in the Company's form 10-KSB for the year
ended December 31, 1999 filed with the Securities and Exchange Commission.
Results for any interim period are not necessarily indicative of results
for any other interim period or for the entire year. In the opinion of
management, the accompanying unaudited financial statements contain all
adjustments necessary to present fairly the financial position as of June
30, 2000 and the results of operations and statement of cash flows for the
periods presented. These statements reflect all adjustments, consisting of
normal recurring adjustments, which in the opinion of management, are
necessary for fair presentation of information contained therein. The
results of operations for the six month periods ending June 30, 2000 and
1999 are not necessarily indicative of results to be expected for the full
year.
2. Trade Receivables
The following information summarizes trade receivables:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
<S> <C> <C>
Accounts Receivable -- 9,000
------- ------
Less allowance for doubtful accounts ( --) --
------- ------
$ -- $9,000
======= ======
</TABLE>
3. Revenue Recognition
The Company recognizes software license fees revenue at the time the
product is installed at the customers site. The Company recognizes revenues
from consulting services when such services are provided. All costs
associated with licensing of software products, support and update
services, and training and consulting services are expensed as incurred.
4. Net Income (Loss) per Share
Basic earnings (loss) per share are calculated by dividing the net loss by
the weighted average common shares outstanding during the period. For
purposes of computing diluted earnings per share, dilutive securities are
not included when the effect is antidilutive.
Options to employees and consultants to purchase 580,417 and warrants to
purchase 1,215,807 shares of common stock were not included in the
computation of diluted earnings per share because their effect was
anti-dilutive for the period ending June 30, 2000.
7
<PAGE> 8
FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 ("The ACT") and
Section 21E of the Securities Exchange Act of 1934. These statement often
can be identified by the use of terms such as "may," "will," "expect,"
"believes," "anticipate," "estimate," "approximate" or "continue," or the
negative thereof. The Company intends that such forward-looking statements
be subject to the safe harbors for such statements. The Company wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Any forward-looking
statements represent management's best judgment as to what may occur in the
future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond the control of the Company that
could cause actual results and events to differ materially from historical
results of operations and events and those presently anticipated or
projected. These factors include adverse economic conditions, entry of new
and stronger competitors, inadequate capital, unexpected costs and failure
to capitalize upon access to new markets. You should understand that
various factors, in addition to those discussed elsewhere in this document
and in the documents referred to in this document, could affect the future
results of the Company and could cause results to differ materially from
those expressed in such forward-looking statements. The Company disclaims
any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion and analysis of Panoramic Care Systems,
Inc. financial condition and results of operations for the three months and six
months ended June 31, 2000 and 1999. We also discuss certain factors that may
affect our prospective financial condition and results of operations. This
section should be read in conjunction with the Condensed Financial Statements
and the Company's 10-KSB which has been filed with the Securities and Exchange
Commission and is available from the Company at no charge.
The company sells computer software and provides consulting services to
healthcare professionals to assist in identifying, estimating, and managing
costs and expenses related to the provision of patient care services in extended
stay healthcare facilities. The computer software uses patient symptoms to
develop a detailed treatment plan and forecast expected costs of treatment to
the healthcare provider.
In the first quarter of 2000 the company took several steps to address
the weak sales results for 1999. These include: bringing on Don C. Muir as
President/CEO beginning February 1, 2000, adoption of an e-solutions business
model, and identification of target companies for either strategic partnering or
discussion relative to merger or acquisition. During the second quarter the
company made great strides towards the execution of the strategic imperatives
established in early 2000. The major accomplishments in this regard include
aggressive product integration with the MDI software platform, substantive
discussions with a second Long Term Care software acquisition target,
preliminary discussions with a Home Care software acquisition target and
establishment of several software development agreements directed at expanding
both the breadth and functionality of the company's product and ASP service
offerings
On April 10, 2000 the company signed a letter of intent to merge with
Management-Data, Inc. ("MDI"). MDI is a privately held company with 33
employees. The Company believes the acquisition provides the Company an edge in
information technology delivery for the health-care industry via Internet
ultra-thin client technology. With the combination of MDI and Panoramic software
applications, the Company feels it is positioned to be the a significant
Application Service Provider (ASP) provider to the long-term healthcare market.
MDI is a provider of software accounting systems to the long term care market.
Over the last three years MDI has achieved compounded revenue growth of 50% per
year, while net income over the same period grew at an average of 149%. MDI's
1999 revenues were more than $ 4.5 million with pre-bonus net income of almost
$1.6 million. At the end of 1999 MDI had approximately 20 customers using the On
line advantage accounting software in an ASP delivery method.
8
<PAGE> 9
The main factors for the combination with MDI was its delivery of its
product in an ASP environment. This gives the Company significant advantages in
delivering its products to its customers in an ASP method. This is represented
by the Company's quick response in integrating its patient assessment engine to
MDI's customers.
In parallel with the MDI acquisition proceeding, Panoramic and MDI
staff began work on a pre-admission screening application as the first of many
products that will take full advantage of the combined industry knowledge and
technical expertise. In June 2000 the Company and MDI released a beta version of
PreView, a pre-admission screening tool for assessing the cost of care for
skilled nursing facilities. This product combined the Company's advanced patient
assessment engine with MDI's Online Advantage System. The Company begun beta
testing, in an ASP environment, with two skilled nursing facilities: Price
Memorial, a 120-bed facility of Eureka, Missouri, and Gibbs Care Center, a
90-bed facility of Steelville, Missouri. PreView provides users with projected
revenue and cost information for each patient during the admission process. This
tool is designed to capture both demographic information from the MDI platform,
and costs from the Company's Clinical pathway system. The product then compares
these results to the provider reimbursement rate. This comprehensive comparison
will provide facilities with valuable information to better control costs in a
capitated rate environment. The product will be the first in a series of ASP
offerings delivered by the Company.
During the second quarter the Company signed an agreement with a
Houston based Long Term Acute Care provider to expand it's proprietary clinical
pathway and care planning application to address the unique needs of these
providers. The resultant software product will enhance the Company's ability to
address the information system needs of higher-end, multi-faceted healthcare
organizations. Particularly with ASP software solutions that both reduce Total
Cost of Ownership and provide them with a clinically sound tool that allows them
to manage the cost of delivering care. In addition, the Company began
substantive discussions regarding private labeling of a cost accounting
application that will enhance it's customers ability to identify and measure
accurately their costs.
Because of several factors that apply in the healthcare industry, the
Company has adopted a business model that offers even more value than that of an
ASP or Application Service Provider. In this model the company will function as
a "general contractor" in transitioning all the necessary elements in the
customer organization to the new Internet based, thin-client technology and then
managing it thereafter. Centralized hosting of both the Company's and other
"best of breed" applications is provided through the ASP role, which may be
internal to Company or sub-contracted. Internet connectivity/bandwidth,
transaction processing and on-site support will be provided by established
companies with installation coordinated by the Company. We believe that the key
to long term success in this business model is the quality and breadth of the
industry-specific content/software applications, knowledge base, exceptional
customer support and service, and the ability to provide transaction processing.
Given the above, discussions the Company has focused on several key
acquisition and strategic partnering targets in order to achieve the necessary
breadth of content/software applications and a critical mass of customers within
the target vertical markets. We are hopeful that several of these discussions
will result in arrangements that will significantly improve Panoramic's position
within these respective vertical markets.
Our limited operating history and the early stage of discussions with
prospective partners or acquisitions makes it difficult or impossible to predict
our revenue and operating results. We believe that our prospects should be
considered in light of the risks and difficulties encountered by early stage
companies that have yet to establish a sustainable position in the marketplace.
Our e-solutions business model and the associated acquisition and partnering
strategy may not be adequate to address these risks.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2000
COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1999
Net revenue for the three months ended June 30, 2000 were $0 compared
to $36,190 in fiscal 1999. The Company since the first quarter has limited its
sales efforts to a very select number of entities and has not yet closed on any
of those opportunities. The Company for the first half of the year focused its
efforts on strategic relationships and merger and acquisition activities and
development of its software. Additionally the efforts of the Company in the
second quarter were directed to the integration of the PreView software with MDI
online advantage software.
9
<PAGE> 10
Cost of Revenues in the current quarter was $0 compared to $36,796 for
the three months ended June 30, 1999.
General and Administrative Expenses (G&A) increased $153,556 or 40%
from $386,306 in 1999 to $539,862 for the quarter ending June 2000. Salaries
decreased $18,810 from $157,205 in 1999 to $138,395 in 2000. This decrease in
salary was attributed to the Company cutting overhead at the end of 1999 to
refocus the Company as an ASP delivery vehicle. Consulting expenses increased
$66,821 over the three month ending June 1999. This increase is associated with
the Company's M & A and strategic relationship activities in the current year.
Other general and administrative expenditures increased $102,545 to $300,863 for
the three months ended June 30, 2000 versus $198,318 for the same period in
1999. The largest increases were in legal expenses totaling $82,432 and travel
expense totaling $79,633 for the quarter representing 54% of the total other
general and administrative expenditures in the quarter. The increased travel is
associated with the fund rasing activities, strategic partnering activities and
shareholder road show activities. The portion of legal expenditures increase is
due to the merger activities in the second quarter.
Interest income increased $7,575 in the three months ended June 30,
2000 from $ 549 in 1999 to $8,124 in 2000. This increase in interest income is
attributed to the funds raised in its private placement activities.
Net Loss was $531,738 for the three months ended June 30, 2000,
compared to $386,363 net loss for the same period in 1999, or an increase of
$145,375 loss over the same period. The net loss is associated with the
increased G&A necessary to develop other strategic relationships and other
merger and acquisition activities. Losses are anticipated to continue through
the current fiscal year due to expenditures required to develop the strategic
relationships necessary to execute its ASP infrastructure.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2000
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999
Net revenue for the six months ended June 30, 2000 was $0 compared to
revenues of $36,190 for the same period in 1999. Due to the Company's limited
success with sales penetration the Company began to refocus its efforts to
developing strategic relationships. The Company completed the conversion to
provide for the delivery of its software utilizing thin server technology in an
ASP format. Additionally the efforts of the Company in the second quarter were
directed to the integration of the advanced patient assessment engine software
with MDI online advantage software to deliver PreView only in an ASP
environment.
Cost of Revenues was $0 in 2000 compared in to $36,796 for the six
months ended June 30, 1999.
General and Administrative Expenses (G&A) increased $314,410 or 56%
from $565,142 for the first six months in 1999 to $879,552 for the same six
months period in the 2000. Salaries increased $103,624 from $207,114 in 1999 to
$310,738 in 2000. Consulting fees totaled $125,863 for the six months compared
to $ 52,859 in the previous period in 1998 or an increase of $73,004. This
increase is associated with use of consulting service to assist in strategic
relationships and merger and acquisition activities. Other general and
administrative expense increased $177,694 from $244,669 in the 1999 period
compared to $422,363 year to date. This increase is mainly associated with legal
which totaled $88,803 and travel expenditures that totaled $111,236 for the six
months ended June 2000.
Interest income increased $5,652 for the six months ended June 30, 2000
from $3,089 in 1999 from $8,741 in 2000. This increase in interest income is
attributed to the completion of the private placements in the first six months
of 2000.
Net loss totaled $ 870,811 for the six months ended June 30, 2000,
compared to $562,659 net loss for the same period in 1999, an increase of
$308,152 net loss over the same period. The net losses is associated with the
increased G&A necessary to develop other strategic relationships and other
merger and acquisition activities. Losses are anticipated to continue through
the current fiscal year due to expenditures required to develop the strategic
relationships necessary to execute its ASP infrastructure.
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<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter the Company completed a private placement
begun in December 1999, the Company commenced a private placement of 625,000
special warrants at $.56 to officers and friends of the company. Each special
warrant can be converted into one share of common stock with one-half warrant
attached. The Company accepted a subscription and issued 187,500 special
warrants to an officer of the Company resulting in the receipt of $104,887 net
of issuance costs of $113 in December 1999. The Company closed on $245,000 or
437,500 special warrant to officers and friends of the Company in February 2000.
The Company received $242,165 net of issuance costs. The special warrant allows
the warrant holder to have issued, at no additional costs, one share of the
Company's common stock for each special warrant purchased.
In April 2000, the Company completed a private placement of 1,000,000
special warrants at $1.20. Each special warrant can be converted into one share
of common stock with one-half warrant attached. The Company issued 1,000,000
special warrants and warrants to purchase 500,000 shares of the Company's common
stock at $1.20 in a private placement. The Company received net proceeds of
$1,104,496 after incurring issuance costs of $95,504. The special warrant allows
the warrant holder to have issued, at the warrant holders option at no
additional costs, one share of the Company's common stock for each special
warrant purchased.
During the first half of 2000, warrant holders exercised warrants
resulting in the issuance of 253,192 common shares resulting in proceeds to the
Company of $210,129.
The Company currently has 580,417 stock options and 1,215,807 warrants
outstanding. All the options and warrants are exercisable at a price from, $.56
- $4.47 per share. If all stock options and warrants were exercised, the Company
would receive proceeds of $2,781,830. All of these funds would be available to
the Company as working capital.
CASH FLOW
During the six months ended June 30, 2000, the Company used cash from
operations in the amount of $718,043 compared to $586,479 in the prior year.
This is the result of supporting increased losses from operations.
Cash used in investing activities totaled $0 during the period ended
June 30, 2000 compared to $296,064 in the prior year.
Cash generated by financing activities was $1,506,339 for the period
ended June 30, 2000 compared to $1,101,400 in the previous year. The Company
completed private placements resulting in receiving $1,346,661 net of issuance
costs, received proceeds from the exercise of warrants totaling $210,129 and
incurred $50,451 in IPO expenses.
The Company generated a net increase of $788,297 in cash mainly from
the completion of its private placements. Management believes the Company will
utilize cash flow through 2000, due to Company's focusing on shifting its
objectives of the Company to become a deliverer of software in an ASP format.
CAPITAL RESOURCES
The Company's cash flow has increased over the last 6 months, due to
the completion of two private placements resulting in net proceeds to the
Company of $1,346,661. The Company will be required to raise additional funding
through external equity financing activities to fund the Company's plan to
execute on its vision of developing a best of breed content provider of its
software to the long term care market. Management anticipates that the Company
will continue to invest significant resources in developing strategic
relationships and focusing on other acquisition targets..
Management believes that it has access to capital in the form of
additional equity financing, capital equipment leasing and bank debt. Management
anticipates it will continue to have access to additional capital through these
sources in amounts necessary to support its growth plans. In the event that cash
flow from operations, if any, together with the
11
<PAGE> 12
proceeds of any future financings, are insufficient to meet the expenditures for
acquisition debt and facility expansion, the Company will be required to
re-evaluate its planned expenditures and allocate its total resources in such
manner as the board of directors and management deems to be in the Company's
best interests.
The Company will continue to capitalize software development costs
consistent with its strategy of the development of the software for the
marketplace.
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<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders' of Panoramic Care Systems, Inc
("the Meeting") was held on June 21, 2000, in which a total of 2,711,397
eligible votes of common stock were represented out of the 5,024,192 eligible
votes of common stock entitled to vote. At the Meeting, four proposals were
considered and acted upon: (1) Election of Directors; (2) Adoption of Hein &
Associates as Panoramic's independent accountants; (3) Adoption of an increase
to 1,300,000 shares from 900,000 shares of common stock to be issued under the
Company Stock Option Plan of Panoramic; and (4) Adoption of proposal to approve
the merger of a wholly owned subsidiary with Management-Data, Inc. and
Panoramic.
The results of the Election of Directors were as follows:
<TABLE>
<CAPTION>
Common Stock Votes Common Stock
Name For Votes Against
---------------------------------------------------------------------
<S> <C> <C>
Don Muir 2,711,397 0
Jill Flateland 2,711,397 0
Byron Flateland 2,711,397 0
Frank Poggio 2,711,397 0
</TABLE>
All members were elected to serve until the next annual meeting of
stockholders of the Company or until their respective successors are duly
elected and qualified.
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<PAGE> 14
The results of the appointment of Hein & Associates, increase in common
stock available for the stock option plan, and the approval of the merger with
Management-Data, Inc. were as follows:
<TABLE>
<CAPTION>
Appointment of Hein Increase Common Stock for the Approve the Merger with
& Associates Stock Option Plan Managment-Data Inc.
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
For 2,710,397 2,644,475 2,646,150
Against 1,000 1,000
Abstaining 1,000 1,000 50
Not Voted 0 64,197 64,197
</TABLE>
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27 Financial Data Schedule.
b) Reports on Form 8-K.
During the quarter covered by this report, the Company filed the
following reports on Form 8-K.
None
14
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(Registrant)
Date: August 21, 2000 /s/ Don Muir
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Don Muir
President, Chief Executive Officer
Date: August 21, 2000 /s/ Kent A. Nuzum
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Kent A. Nuzum
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule
