<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended
December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1097181
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MOBILE P.E.T. SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2787966
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
2240 SHELTER ISLAND DRIVE #205
SAN DIEGO, CA 92106
(Address of principal executive offices)
(619) 226-6738
(Issuer's telephone number, including area code)
NOT APPLICABLE
(Former name, address and 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 / / NO /X/
As of December 31, 1999, 13,359,658 shares of the registrant's common
stock were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
The following financial statements are furnished:
Consolidated Balance sheet as of December 31, 1999
Consolidated Statements of Operations for the three months and six
months ended December 31, 1999
Consolidated Statement of Cash Flows for the three months and six
months ended December 31, 1999
Consolidated Statement of Shareholders' Equity (Deficit) as of December
31, 1999
Notes to Unaudited Consolidated Financial Statements
2
<PAGE>
MOBILE P.E.T. SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
December 31, 1999
-----------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 338,094
Due from London Radiosurgical Center, Ltd. 212,018
Accounts receivable 246,225
Prepaid expenses 93,250
Deposits and other assets 788,013
-----------
Total current assets 1,677,600
PROPERTY AND EQUIPMENT, NET 80,936
OTHER ASSETS
Subordinated equity participation 200,000
Restricted cash 105,226
-----------
Total assets $ 2,063,762
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 225,330
Income taxes payable 800
Accrued liabilities 171,651
Notes payable 106,834
-----------
Total current liabilities 504,615
OTHER LIABILITIES
Deferred revenues 72,505
-----------
Total liabilities 577,120
SHAREHOLDERS' EQUITY
Common stock $0.0001 par value; 20,000,000 shares authorized,
13,359,658 shares issued and outstanding December 31, 1999 1,336
Additional paid in capital 4,742,947
Accumulated deficit (3,257,641)
-----------
Total shareholders' equity 1,486,642
-----------
Total liabilities and shareholders' equity $ 2,063,762
===========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
MOBILE P.E.T. SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, 1999 December 31, 1999
------------------ -----------------
<S> <C> <C>
Revenues $ 216,925 $ 296,920
Cost of service revenues 69,828 126,877
------------------ -----------------
Gross profit 147,097 170,043
Expenses
General and administrative 873,469 1,585,250
------------------ -----------------
873,469 1,585,250
------------------ -----------------
Loss from operations (726,372) (1,455,207)
Other income (expenses)
Interest income 2,663 9,329
Interest expense (11,760) (26,299)
------------------ -----------------
Total other income (expense) (9,097) (16,970)
------------------ -----------------
Loss before provision for income taxes (735,469) (1,432,177)
Provision for income taxes 800 1,600
------------------ -----------------
Net loss $ (736,269) $(1,433,777)
================== =================
Basis loss per share $ (0.06) $ (0.11)
Diluted loss per share $ (0.06) $ (0.11)
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE>
MOBILE P.E.T. SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, 1999 December 31, 1999
------------------ -----------------
<S> <C> <C>
Cash flows from operating activities
Net loss $(736,269) $(1,433,777)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation 57,470 95,516
(Increase) decrease in restricted cash (1,186) 147,146
Increase in note from London Radiosurgical
Center, Ltd. -- (182,047)
Increase in accounts receivables (108,110) (246,225)
Increase in prepaid expenses (71,698) (75,259)
Increase in deposits and other assets (201,811) (236,721)
Increase in accounts payable 170,515 143,462
Increase in accrued interest 6,172 14,672
Increase in accrued liabilities 55,776 68,228
Increase in deferred revenue 72,505 72,505
------------------ -----------------
Net cash used in operating activities (756,636) (1,632,500)
Cash Flows from investing activities
Purchase of fixed assets (96,583) (1,032,020)
Proceeds from sale of fixed assets 1,551,890 1,551,890
------------------ -----------------
Net cash used in investing activities 1,455,307 519,870
Cash flows from financing activities
Proceeds from loan 106,834 106,834
Payments on loan (637,500) (637,500)
Common stock issued -- 197,000
------------------ -----------------
Net cash provided by financing activities (530,666) (333,666)
------------------ -----------------
Net increase in cash 168,005 (1,446,296)
Cash - beginning of period 170,089 1,784,390
------------------ -----------------
Cash - end of period $ 338,094 $ 338,094
================== =================
Supplement Disclosures
Interest paid $ 11,760 $ 26,299
Income taxes paid $ 800 $ 1,600
</TABLE>
See notes to unaudited consolidated financial statements
5
<PAGE>
MOBILE P.E.T. SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Total
Paid In Accumulated Shareholders'
Shares Amount Capital Deficit Equity
---------- ------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance - June 30, 1999 12,844,658 $1,285 $4,545,998 $(1,823,864) $2,723,419
Common stock issued in private placement,
net of offering 515,000 51 196,949 197,000
Net loss - July 1, 1999 to September 30, 1999 (697,508) (697,508)
---------- ------ ---------- ----------- ----------
Balance - September 30, 1999 13,359,658 1,336 4,742,947 (2,521,372) 2,222,911
---------- ------ ---------- ----------- ----------
Net loss - October 1, 1999 to December 31, 1999 (736,269) (736,269)
---------- ------ ---------- ----------- ----------
Balance - December 31, 1999 13,359,658 $1,336 $4,742,947 $(3,257,641) $1,486,642
========== ====== ========== =========== ==========
</TABLE>
See notes to unaudited consolidated financial statements.
6
<PAGE>
MOBILE P.E.T. SYSTEMS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements included herein have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC" or "Commission"). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The accompanying financial
statements reflect all adjustments that are, in the opinion of management,
necessary to a fair statement of the results for the interim periods presented.
Such adjustments are of a normal recurring nature.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during the period. Actual results could differ from those
estimates.
The consolidated financial statements should be read in conjunction
with the audited financial statements and the notes thereto included in the
registrant's amended Form-10SB for the year ended June 30, 1999. The results for
the three months ended December 31, 1999 and the six months ended December 31,
1999 are not necessarily indicative of the results that may be expected for the
year ended June 30, 2000.
2. CERTAIN TRANSACTIONS
In July 1999, the Company purchased a second mobile PET system for cash
in the amount of $919,390 and a note in the amount of $637,500. In December
1999, the Company completed a sale/leaseback transaction on the mobile PET
system. In the sale/leaseback transaction, the Company received cash of
$899,525; repaid the note; and entered into a five-year lease for the equipment.
3. STOCKHOLDERS' EQUITY
In July 1999, the Company issued 515,000 shares of common stock,
completing a private placement. The Company received cash in the amount of
$1,572,000, net of offering costs prior to July 1, 1999, and an additional
$300,000 in July 1999 for a total of $1,872,000. In connection with the
placement, the Company issued to the investors 51,500 warrants to purchase
shares of common stock at an exercise price of $4.00 per share. The warrants
expire on June 30, 2002.
During the period July 1, 1999 to October 8, 1999, the Company issued
options to purchase 609,000 shares of common stock at an exercise price of the
average price per share of the Company's common stock during the calendar year
1999 which was between $1.00 to $4.00 per share. These stock options expire
between June 30, 2002 and 2005 and vest over periods ranging from zero to four
years.
4. RELATED PARTIES
DUE FROM LONDON RADIOSURGICAL CENTRE LTD ("LRC")
During the period July 1, 1999 to December 31, 1999, the Company
advanced without interest, $182,047 to LRC for working capital during LRC's
start up period. At December 31, 1999, the balance due from LRC was $212,018.
5. COMMITMENTS
In December 1999, the Company guaranteed a 6 year lease of Mobile
P.E.T. Leasing Ltd. (a newly formed wholly-owned subsidiary of the Company)
with IGE Medical Systems for 1.1 Million Pounds for a GE Advance PET
System.
6. SUBSEQUENT EVENTS
7
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In January 2000, the Company conducted a private placement to
accredited investors of 550,000 shares of common stock at $1.75 per share,
the proceeds from which was $962,458.
In January 2000, the Company entered into a letter of intent to convert
working capital advances into 100% of the capital stock of a newly formed
corporation to be named London P.E.T. Centre Ltd., in exchange for the advances
and the commitment described in footnote 5.
Pursuant to an action by written consent of the majority of the
shareholders of the Company, effective January 28, 2000, the Company amended
and restated its Certificate of Incorporation to increase the number of
authorized shares from 20,000,000 shares to 100,000,000 shares, of which
90,000,000 shares are designated as common stock and 10,000,000 shares are
designated as preferred stock. The shares of preferred stock may be issued by
the Company's board of directors in such series and with such rights,
privileges and preferences as they may determine.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
For the period from our inception through September 30, 1999, we had
minimal revenues and our operating activities related primarily to
establishing the management and operating infrastructure to provide PET
systems and services to hospitals and other health care providers on a
mobile, shared user basis. During the six-month period ended December 31,
1999, we commenced accruing revenues from the first PET unit placed in
operation in July of 1999. We placed a second unit into operation in December
1999.
Since forming the Company, operating activities have been focused on
establishing a national sales force, creating and executing a sales and
marketing strategy directed to key potential hospital and health care providers;
securing a $10 million lease financing package; establishing key equipment
vendor relationships; promoting our service brand strategy; and building a
management and operations infrastructure to effectively and efficiently manage
future operating growth opportunities.
Our PET services include the provision of high technology imaging
systems, technologists to operate the imaging systems, the management of
day-to-day operations and educational and marketing support. Our services
enable leading as well as small to mid-size hospitals to gain access to
advanced diagnostic imaging technology and related value-added services
without making a substantial investment in equipment and personal.
Our future revenues will principally be a function of the number of
mobile units in service, scan volumes and fees per scan. We generate
substantially all of our revenues from exclusive five-year contracts with
hospitals and health care providers. Our contracts offer tiered pricing which
may include lower fees per scan on incremental scans, allowing hospitals and
other health care customers to benefit from increased scan volumes and
provide us with the opportunity to benefit from operating leverage that may
be associated with increased scan volumes.
The principal component of our operating costs include salaries paid to
technologists and drivers, annual system maintenance costs, insurance and
transportation costs.
Since inception, we have incurred significant losses and, as of
December 31, 1999, had incurred cumulative net losses of $2,430,805. We
expect to experience operating losses and negative cash flow for the
foreseeable future. We anticipate our losses will increase significantly from
current levels as we expect to incur additional costs and expenses related to
staffing, infrastructure development, marketing and sales activities and
other capital expenditures. As a result, we will need to generate significant
revenues to achieve and maintain profitability.
We have a limited operating history on which to base an evaluation of
our business and prospects. You must consider our prospects in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development. To address these risks, we must establish, maintain
and expand our customer base, implement and successfully execute our business
and marketing strategy, provide superior customer service, anticipate and
respond to competitive developments and attract, retain and motivate qualified
personnel. We cannot assure you that we will be successful in addressing these
risks, and our failure to do so could have a negative impact on our business,
operating results and financial condition.
8
<PAGE>
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999
The net loss totaled $736,269 or $ .06 per share for the three months
ended December 31, 1999.
The revenues totaled $216,925 for the three months ended December
31, 1999. The majority of our service revenues were generated from our first
unit placed into service in our first quarter of 1999. Our second unit was
placed in operation in late December and accrued minimum revenues.
The costs of service revenues represent salaries paid to technologists
and drivers, annual system maintenance costs, insurance, transportation costs
and the lease payment on our mobile PET system. In the three months ended
December 31, 1999, cost of service revenues totaled $69,828 or 32.2% of
revenues. In the three months ended December 31, 1999, we hired additional
technologists and drivers in anticipation of future mobile PET route growth.
General and administrative expenses for the three months ended December
31, 1999 totaled $873,469.
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999
The net loss totaled $1,433,777 or $ .11 per share for the six months
ended December 31, 1999.
Our service revenues totaled $296,920 for the six months ended December
31, 1999. The majority of our service revenues were generated in the six month
period reflecting the initial operation of two mobile PET systems.
The costs of service revenues represent salaries paid to technologists
and drivers, annual system maintenance costs, insurance, transportation costs
and the lease payment on our mobile PET system. Cost of service revenues for the
six months ended December 31, 1999 was $126,877 or 42.7% of total service
revenues.
General and administrative expenses for the six months ended December
31, 1999 totaled $1,585,250. In the six month period ended December 31, 1999, we
incurred increased general and administrative expenses due primarily to the
growth in staff and related expenses incurred in building our infrastructure,
and increase advertising and marketing costs related to the introduction of our
mobile PET services.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, our total assets were $2,063,762, compared to
$2,894,837 at June 30, 1999. Current assets at December 31, 1999 totaled
$1,677,600 and current liabilities were $504,615. Stockholders' equity at
December 31, 1999 decreased to $1,486,642 from $2,723,419 at June 30, 1999,
due primarily to the net loss of $1,433,777 incurred in the six month period
ended December 31, 1999. We issued common stock in the six month period ended
December 31, 1999 that totaled $197,000.
In July 1999, we purchased our second mobile PET system for cash in the
amount of $919,390 and a note in the amount of $637,500. In December 1999, we
completed a sale/leaseback transaction on the mobile PET system. In the
sale/leaseback transaction, the Company received cash of $899,525; repaid the
note; and entered into a five-year lease for the equipment.
We have experienced a substantial increase in our capital expenditures
since our inception, consistent with our growth in operations and staffing, and
we anticipate that this will continue for the foreseeable future. Additionally,
we continue to evaluate possible expenditures and investments in businesses,
geographic service expansion and service offerings. We cannot be certain that
the underlying assumed levels of revenues and expenses will prove to be
accurate.
9
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.
Financial Data Schedule
(b) Reports on Form 8-K
None
10
<PAGE>
SIGNATURE
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.
MOBILE P.E.T. SYSTEMS, INC.
Date: February 14, 2000 By: /s/ Thomas G. Brown
--------------------------------------------
Thomas G. Brown, Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 338,094
<SECURITIES> 0
<RECEIVABLES> 246,225
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,677,600
<PP&E> 86,280
<DEPRECIATION> 5,344
<TOTAL-ASSETS> 2,063,762
<CURRENT-LIABILITIES> 504,615
<BONDS> 0
0
0
<COMMON> 1,336
<OTHER-SE> 1,485,306
<TOTAL-LIABILITY-AND-EQUITY> 2,063,762
<SALES> 296,920
<TOTAL-REVENUES> 296,920
<CGS> 126,877
<TOTAL-COSTS> 1,585,250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,299
<INCOME-PRETAX> (1,432,177)
<INCOME-TAX> 1,600
<INCOME-CONTINUING> (1,433,777)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,433,777)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
