MEDICAL DYNAMICS INC
10QSB/A, 1999-01-15
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10-QSB / A1

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 1998

                                       OR

( )  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:  0-8632
                         ------


                             MEDICAL DYNAMICS, INC.
              ----------------------------------------------------
              Exact name of Registrant as specified in its charter


Colorado                                                   84-0631765
- --------                                                   ----------
State or other jurisdiction of                           I.R.S. Employer
incorporation or organization                           Identification No.


99 INVERNESS DRIVE EAST, ENGLEWOOD, CO                        80112
- --------------------------------------                        -----
Address of principal executive offices                       Zip Code

Registrant's telephone number, including area code:  303-790-2990

Former name, former address and former fiscal year, if changed since last
report:  NA

Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all  annual,
quarterly and other  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
                                     -----      -----

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of May 14, 1998 is 9,787,683 shares, $.001 par value.


<PAGE>

                                            
                          PART I. FINANCIAL INFORMATION
ITEM 1.  Financial Statements.

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

ASSETS                                                March 31      September 30
                                                       1998             1997
CURRENT ASSETS                                     -----------      ------------
    Cash and equivalents                           $   724,700      $   836,400
  Restricted cash                                       50,000           50,000
    Trade receivables, less
     allowance for doubtful
     accounts of $144,000 and $5,000                   356,500          127,500
    Inventories                                      1,017,000          683,400
    Prepaid expenses                                    26,100           15,700
                                                   -----------      -----------
        Total Current Assets                         2,174,300        1,713,000
                                                   -----------      -----------
PROPERTY AND EQUIPMENT
    Demonstration equipment                            369,200          296,700
    Machinery and equipment                            403,800          334,300
  Furniture and fixtures                               252,000          221,300
    Leasehold improvements                              54,500           54,500
                                                   -----------      -----------
                                                     1,079,500          906,800
    Less accumulated deprecia-
      tion and amortization                           (778,400)        (830,600)
                                                   -----------      -----------
        Property and Equipment, Net                    301,100           76,200
                                                   -----------      -----------
OTHER ASSETS
  Software development
   costs net of accumulated
   amortization of $200,800                          2,690,400             --
  Non-compete agreement net of
   accumulated amortization of $33,200                 166,000             --
  Debt issuance Costs net of
   accumulated amortization of $36,800                 181,200             --
  Technical support
   contracts net of accumulated
   Amortization of $148,500                          1,336,100             --
  Goodwill, net of accumulated
   amortization of $52,800                           1,860,100             --
  Patents, patents pending and
      trademarks, net of accumulated
      amortization of $742,900
      and $734,300                                      52,600           49,700
    Inventories                                         32,000           32,000
  Other                                                 27,000           46,000
                                                   -----------      -----------
        Total Other Assets                           6,345,400          127,700
                                                   -----------      -----------
TOTAL ASSETS                                       $ 8,820,800      $ 1,916,900
                                                   ===========      ===========

                 See Notes to Consolidated Financial Statements.

                                      -2-


<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS, Continued
                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                    March 31       September 30
                                                     1998              1997
                                                 ------------      -------------
CURRENT LIABILITIES
    Accounts payable                             $    345,700      $    297,600
    Accrued expenses                                  334,600            72,100
  Notes payable-related parties                       383,700              --
  Deferred revenue                                    354,000              --
                                                 ------------      ------------
      Total Current Liabilities                     1,418,000           369,700
                                                 ------------      ------------

 CONVERTIBLE DEBENTURE                                990,000              --

STOCKHOLDERS' EQUITY
    Preferred stock, $.001
      par value; authorized
      5,000,000 shares; none
      issued and outstanding                             --                --
    Common stock, $.001 par
      value; authorized
      15,000,000 shares;
      issued 9,646,016
      and 7,627,300 shares                              9,600             7,600
    Additional paid-in capital                     24,281,500        18,811,100
    Accumulated deficit                           (17,878,300)      (17,271,500)
                                                 ------------      ------------
        Total Stockholders= Equity                  6,412,800         1,547,200
                                                 ------------      ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                             $  8,820,800      $  1,916,900
                                                 ============      ============




                 See Notes to Consolidated Financial Statements.

                                      -3-


<PAGE>
<TABLE>
<CAPTION>
                                           MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (Unaudited)

                                            Quarter Ended                               Six months
                                               March 31,                              ended March 31,
                                  ---------------------------------           ---------------------------------
                                     1998                   1997                 1998                  1997
                                  ----------            -----------           -----------           -----------

<S>                               <C>                   <C>                   <C>                   <C>        
Medical & Dental sales            $   454,800           $   290,700           $ 1,042,600           $   488,300
Cost of sales                         290,300               226,800               802,100               372,100
                                  -----------           -----------           -----------           -----------
    Gross profit                      164,500                63,900               240,500               116,200

Software sales                        572,200                  --               1,165,000                  --
Cost of sales                         101,700                  --                 235,300                  --
                                  -----------           -----------           -----------           -----------
    Gross profit                      470,500                  --                 929,700                  --

Software Support sales                310,700                  --                 639,400                  --
Cost of sales                          74,200                  --                 148,500                  --
                                  -----------           -----------           -----------           -----------
    Gross profit                      236,500                  --                 490,900                  --

Other operating
 revenue                                8,700                10,000                 9,400                16,800
                                  -----------           -----------           -----------           -----------
Total Operating Revenue               880,200                73,900             1,670,500               133,000
                                  -----------           -----------           -----------           -----------

Operating expenses:
 Selling, general and
  administrative                    1,062,100               298,200             2,186,400               635,600
 Royalties                                  0                30,000                     0                60,000
 Research and
  development                          15,100                48,700                19,200                81,000
                                  -----------           -----------           -----------           -----------
Total Operating Exp                 1,077,200               376,900             2,205,600               776,600
                                  -----------           -----------           -----------           -----------

Operating Loss                       (197,000)             (303,000)             (535,100)             (643,600)
                                  -----------           -----------           -----------           -----------

Other income/(expense)
  Interest income                      12,200                15,700                26,100                26,900
  Interest expense                    (72,900)                    0               (97,800)                 (500)
                                  -----------           -----------           -----------           -----------
                                      (60,700)               15,700               (71,700)               26,400
                                  -----------           -----------           -----------           -----------

Net loss                          $  (257,700)          $  (287,300)          $  (606,800)          $  (617,200)
                                  ===========           ===========           ===========           ===========

Earnings per share                $     (0.03)          $     (0.04)          $     (0.07)          $     (0.08)
                                  ===========           ===========           ===========           ===========

Weighted average
 number of shares
 outstanding                        9,474,400             7,542,600             9,163,300             7,531,900
                                  ===========           ===========           ===========           ===========

                                  See Notes to Consolidated Financial Statements.

                                                       -4-
</TABLE>

<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                    Six Months Ended March 31,
                                                    -------------------------- 
                                                       1998             1997
                                                       ----             ----
Cash Flows From Operating
 activities:
 Net Loss                                         $  (606,800)      $  (617,200)
Adjustments to reconcile net loss
 to net cash used in operating
 activities:
Depreciation                                           86,400            51,400
Amortization                                          382,800            26,200
Fair value Common Stock Options                         1,300            46,900
Common stock issued for
 expense                                               35,800              --
Loss on disposal of loaner
 equipment                                               --              41,600
Changes in operating assets
 and liabilities, net of effects
 from purchase of businesses:
  Decrease (increase)in:
   Trade receivable                                    44,800           (24,500)
   Inventories                                       (182,900)         (123,700)
   Prepaid expenses                                    18,900              --
   Other Assets                                        19,000           (14,400)
  Increase (decrease) in:
   Accounts payable                                  (128,400)          (51,900)
   Accrued expenses                                    40,300           (44,500)
   Deferred revenue                                   (10,700)             --
   Accrued royalties                                     --              60,000
                                                  -----------       -----------
Net cash used in operating
 activities                                          (299,500)         (650,100)
                                                  -----------       -----------

Cash Flows From Investing
  activities:
 Payment for acquisition of
  businesses                                         (564,400)             --
 Additions to patents                                 (10,900)           (9,100)
 Purchase of property and
  equipment                                          (226,500)          (24,800)
 Deposits and other                                      --             (30,000)
                                                  -----------       -----------
Net Cash used in
 investing activities                                (801,800)          (63,900)
                                                  -----------       -----------

Cash Flows from Financing
  activities:
 Principal payments on long
  term debt                                           (26,300)             --
 Proceeds from exercise of options
  to purchase common stock                             29,600         1,046,300
 Net proceeds from issuance
 of convertible debenture                             986,300              --
                                                  -----------       -----------
                                                      989,600         1,046,300
                                                  -----------       -----------
                                      -5-

<PAGE>



Net Decrease in Cash and
 Equivalents                                         (111,700)           332,300
Cash and Equivalents
 Beginning of period                                  836,400            993,200
                                                  -----------        -----------
Cash and Equivalents
 end of period                                    $   724,700        $ 1,325,500
                                                  ===========        ===========

Supplemental Disclosures of
  Cash Flow Information:
 Cash paid for interest                           $      --          $       500
                                                  ===========        ===========

Supplemental Schedule of
  Noncash Investing and
  Financing Activities:

 Common stock issued for
  acquisition of businesses                         5,168,100               --
 Notes payable for
  acquisition of businesses                           372,000               --
 Debt issuance costs incurred
  for convertible debenture                           113,700               --
 Debt assumed in business
  combinations                                         59,900               --
 Fair value of warrants issued
  for debt issuance costs                             120,000               --
 Conversion of debentures to
  common stock                                        110,000               --
 Demonstration equipment
  transfers from inventories                      $      --          $   102,000










                 See Notes to Consolidated Financial Statements

                                      -6-


<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with Medical  Dynamics,  Inc.'s ("MEDY" or the "Company")
Form 10-KSB for the year ended September 30, 1997. The results of operations for
the  periods  ended  March  31,  1998 and  March  31,  1997 are not  necessarily
indicative of operating results for the full years.

     In October  1997,  the Company  completed the  acquisition  of Computer Age
Dentist, Inc. (CADI). In addition, the Company also completed the acquisition of
Information Presentation Systems, Inc. (IPS)in February, 1998. Accordingly,  the
accompanying  statements  of operations  include the accounts of CADI  beginning
October 1, 1997 and IPS beginning February 1, 1998.

     The  Consolidated  Financial  Statements  and other  information  furnished
herein reflect all adjustments  which are, in the opinion of management of MEDY,
necessary for a fair  presentation of the results of the interim periods covered
by this  report.  Adjustments  to the  financial  statements  were  of a  normal
recurring nature.

Note 2.  EARNINGS PER SHARE

     Shares  issuable under common stock options and warrants were excluded from
the  computation  of fully  diluted  earnings  per share  because the effect was
anti-dilutive.  At March 31, 1998,  MEDY had  1,480,400  of vested  common stock
options  outstanding.  Total common stock options  outstanding  (including  both
vested and unvested) were 3,915,852 at March 31, 1998.

NOTE 3.  INCOME TAXES

     Under the provisions of the Internal  Revenue Code,  MEDY has available net
operating  loss  and  research  and  development  tax  credit  carryforwards  of
approximately  $18,000,000 and $170,000,  respectively,  which expire in varying
amounts from 1998 through 2011.

     The net  operating  loss and  business tax credit  carryforwards  described
above give rise to a deferred tax asset of approximately $7,300,000.  This asset
is recorded  net of a  valuation  allowance  of the same  amount.  Therefore  no
amounts are reflected in the accompanying balance sheets.

                                      -7-




<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)



NOTE 4.  INVENTORIES

     Inventories  consist of the  following at March 31, 1998 and  September 30,
1997:

                                           March 31,         September 30,
                                             1998                 1997
                                          ---------          -------------
Raw materials, and
 replacement parts                       $  864,000            $ 723,900
Finished goods                              757,700              422,300
Work in process                              67,800              126,000
Allowance for obsolescence                 (640,500)            (556,800)
Less inventory classified
 as long term                               (32,000)             (32,000)
                                         ----------            ---------
                                         $1,017,000            $ 683,400
                                         ==========            =========

At March 31, 1998 medical  products  inventories  have  increased  $50,100 while
other  inventories  have increased  $283,500 due to the purchase of CADI and IPS
for a net  inventory  increase of $333,600 or 48.8%.  Management  continues  its
efforts to reduce  inventory  and  inventory  carrying  costs while  maintaining
enough inventory to meet sales requirements.

NOTE 5. DEFERRED REVENUE

     Deferred  revenue  primarily   represents  payments  received  on  deferred
maintenance  contracts that has not been earned.  The amounts are amortized into
revenue on a monthly basis using the  straight-line  method over the life of the
contract.

     Costs for maintenance and customer  support are charged to expense when the
related revenue is recognized or when those costs are incurred, whichever occurs
first.



                                      -8-
<PAGE>

                                            
                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES

Note 6. Prior Period Adjustment

     The 1998 financial  statements  reflect the revaluation of the common stock
issued as consideration for the three acquisitions that were completed in fiscal
1998.  The  impact of this  revaluation  was to  increase  stockholders  equity,
software development costs, and goodwill. The revaluation also increased the net
loss due to higher  amortization  expense.  The  valuation  of the common  stock
reflected in the Company's 1998 interim financial  statements was based upon the
report of an independent valuation expert.  However,  based on comments recently
received from the  Securities and Exchange  Commission,  the value of the shares
issued in each of the acquisitions was increased.

The  Company  has  also  recognized  discounts  on  the  debt  incurred  in  the
acquisitions due to below market interest rate.

The  impact  of  the  revaluation  on the  Company's  1998  quarterly  financial
statements is summarized as follows:


                                   Originally       As
                                    Reported      Restated          Change
                                    --------      --------          ------

Current Assets                    $2,174,300     $2,174,300        $    --
Long-term Assets                   4,813,800      6,646,500         1,832,700
Current Liabilities                1,434,300      1,418,000           (16,300)
Long-term Liabilities                990,000       990,000              --
Stockholders' Equity               4,563,800      6,412,800        1,849,000

Net Loss
3 months ended March 31, 1998     $(209,900)     $(257,700)        $(47,800)
6 months ended March 31, 1998      (517,600)      (606,800)         (89,200)

Net Loss Per Share
3 months ended March 31, 1998     $   (0.02)     $   (0.03)        $  (0.01)
6 months ended March 31, 1998         (0.06)         (0.07)           (0.01)



                                      -9-

<PAGE>

                    MEDICAL DYNAMICS, INC. AND SUBSIDIARIES

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

     As discussed in Note 2 to the audited financial  statements as of September
30, 1997, (see MEDY's form 10-KSB dated September 30, 1997 and the  accompanying
audited financial  statements),  MEDY has suffered recurring losses and negative
cash  flows  from  operations.   Without   significant  sales  increases,   MEDY
anticipates  negative cash flow from  operations for fiscal 1998.  MEDY believes
that its existing capital  resources are sufficient for the current fiscal year,
and MEDY is not seeking any  additional  debt or equity  financing at this time.
However there are 1,480,400 vested common stock options  outstanding as of March
31, 1998, and if exercised (of which there can be no  assurance),  these options
would provide additional working capital to MEDY.

     Except for historical  information contained herein, the statements in this
report are forward-looking  statements that are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
which may cause the actual results in future periods to differ  materially  from
forecasted results.  These risks and uncertainties  include, among other things,
product  demand,  market  competition,  risks  inherent in MEDY=s  international
operations and the possibility that  contemplated  acquisitions  will not occur.
These and other risks are described  elsewhere herein and in the Company's other
filings with the Securities and Exchange Commission.

         Financial Condition. (March 31, 1998 as compared to September 30, 1997)
During the six month  period ended March 31,  1998,  MEDY's net working  capital
decreased  approximately  $587,000.  Principal  changes in the components of net
working capital for the fiscal quarter ended March 31, 1998 consist of:

                              March       September      W/C
                             31, 1998      30, 1997      Effect
                            ---------     ---------   ----------
Cash & Equivalents         $  774,700     $ 886,400   $(111,700)
Trade Receivables             356,500       127,500     229,000
Inventories                 1,017,000       683,400     333,600
Pre-paids                      26,100        15,700      10,400
                            ---------     ---------     -------
Current Assets:             2,174,300     1,713,000     461,300

Accounts Payable              345,700       297,600     (48,100)
Accrued Expenses              334,600        72,100    (262,500)
Notes payable-
 related parties              383,700            --    (383,700)
Deferred revenue              354,000            --    (354,000)
                            ---------      --------    ---------
Current Liabilities         1,418,000       369,700  (1,048,300)

Working Capital             $ 756,300    $1,343,300   $(587,000)
                            =========    ==========  ===========

     The  components of the decrease in working  capital  include  negative cash
flow  from  operations  of  $299,500,  payments  of  the  cash  portions  of the
consideration  for the  acquisitions  of Computer Age Dentist,  Inc.  (CADI) and
Information  Presentation  Systems,  Inc.  (IPS) of  $300,000  plus  $64,400 for
acquisition  costs,  and  $200,000  respectively,  and  other  capital  expenses
incurred by MEDY during the six month period ended March 31, 1998.

                                      -10-

<PAGE>


                    MEDICAL DYNAMICS, INC. AND SUBSIDIARIES

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations. (Continued)

     Offsetting  the  expenditures  of  cash  for  operations  and in  investing
activities,  MEDY raised net proceeds of $986,300 from the sale of $1,100,000 of
convertible  debentures  during the first quarter,  as well as proceeds from the
exercise of options held by employees which provided  additional working capital
to MEDY.

     The acquisition of CADI, the placement of the convertible  debentures,  and
the  acquisition of IPS during the first and second quarters of fiscal 1998 were
extraordinary  transactions which have no parallel in prior periods.  Due to the
fundamental requirement for MEDY to achieve a positive cash flow from operations
and net income,  MEDY will continue to direct it=s efforts toward eliminating or
minimizing  expenses,  reviewing  and  improving  product  profit  margins,  and
increasing  revenues from the sale of products with higher profit margins. In an
effort to increase sales  revenues from  higher-margin  products,  MEDY acquired
CADI in October 1997, IPS on February 6, 1998 and Command Dental Systems,  Inc.,
of Farmington  Hills, MI., on April 1,1998.  These  acquisitions are expected to
substantially increase MEDY=s revenues,  cash flows from operations,  and future
profitability, although no assurances of those facts can be given.

     To continue MEDY's objective of curtailing operating losses,  negative cash
flow from operations and liquidity  erosion  further,  management is continually
reviewing product profit margins and general expense  accounts,  and will reduce
or eliminate all non-essential  expenditures.  Purchasing procedures are also in
place to ensure minimized  product costs and to avoid excess  inventory  levels.
The Company also entered into a revised  license  agreement with Dr. Edwin Adair
during fiscal 1997 resulting in reduced patent  maintenance and other associated
costs.

     Although  the  acquisitions  of CADI,  and IPS,  have  resulted in (and are
expected to  continue to  generate)  significant  increases  in revenues to MEDY
during the current fiscal year, MEDY still  anticipates  negative cash flow from
operations  during fiscal 1998.  During  fiscal 1997 and fiscal 1996,  cash flow
deficits were funded by employee, officer, and consultant stock option exercises
and by equity placements and loans from the Company's chairman.  However, MEDY's
ability to fund its operations  will be dependent  upon achieving  profitability
and in  generating in the future a positive  cash flow from  operations.  Unless
MEDY is able to increase sales revenues,  and achieve and maintain profitability
during fiscal 1998, MEDY may be facing  significant  working  capital  shortages
beginning in fiscal year 1999.  There can be no assurance that MEDY will be able
to avoid future working capital  shortages.  If needed,  it is not known whether
any debt or equity financing will be available on reasonable terms.

                                      -11-



<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation. (Continued)


     MEDY believes that its existing  capital  resources are  sufficient for the
remainder  of the  current  fiscal  year.  MEDY's  goal is to become the "Single
Source  Technology  Solution"  for  dental  practices  moving  into the  complex
digital/computer  age.  MEDY  completed the  acquisition  of Command on April 9,
1998,  with an  effective  date of April 1, 1998.  Command  develops and markets
turn-key  computer systems for the efficient  management of dental practices and
has more than 550 clients.  For the period  ended  September  30, 1997,  Command
Dental   Systems,   Inc.  is  estimated  to  have  achieved  gross  revenues  of
approximately  $1.4  million.  MEDY  intends to  consolidate  Command  with it's
Computer Age Dentist,  Inc.(CADI)  subsidiary.  Command's  existing  client base
offers  a  significant   opportunity  for  the   cross-selling   of  CADI's  new
Windows-based software and other dental technology products.  With the purchases
of IPS and  Command,  CADI now offers a  comprehensive  range of products to the
dental industry - practice  management  software,  electronic claims processing,
image  capture  software,  intra-oral  cameras,   multi-operatory  video/digital
networks,  and digital x-ray  systems.  Although as noted,  Management  believes
that, even after the acquisitions of CADI, IPS and Command,  MEDY has sufficient
capital  resources  for the current  fiscal year and beyond,  MEDY is  reviewing
other  possible  acquisition  candidates.  If MEDY  seeks  to  complete  another
acquisition  (of which  there  can be no  assurance),  MEDY may need  additional
capital.  MEDY is not seeking any additional capital at this time, and there can
be no assurance that MEDY will attempt another acquisition or that if MEDY needs
additional financing,  it will be available on reasonable terms, if at all. MEDY
is not seeking  additional  debt or equity capital at this time,  although there
are 1,480,400 vested common stock options  outstanding as of March 31, 1998, and
if exercised (of which there can be no  assurance),  these options would provide
varying  amounts of  additional  working  capital to MEDY.  These  options  have
various exercise prices which range between $1.00 and $4.00 per share and at May
13, 1998 the price of MEDY's common stock was approximately  $3.00. If MEDY does
obtain  additional  capital (of which there can be no  assurance),  MEDY will be
able to  allocate  more  resources  to  sales  and  marketing  efforts,  further
acquisitions, as well as research and development.


                                      -12-

<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation. (Continued)


     Results of Operations. As an aid to understanding MEDY's operating results,
the following table indicates the percentage  relationships of principal revenue
and expense items to total net sales included in the Consolidated  Statements of
Operations  for the six month  periods  ended  March  31,  1998 and 1997 and the
percentage changes in those items for the same periods.
<TABLE>
<CAPTION>

            As a percent of
             total revenue
              for the six                                                                Percentage
              month period                                                               change from
             ended March  31,                                                           the prior years'
           ---------------------     
           1998             1997        Revenue/Expense Items                          comparable period
           ----             ----        ---------------------                          -----------------

        <S>               <C>            <C>                                            <C>   
         36.5%              96.7%         Medical /Dental Sales                             113.5%
        (28.1%)            (73.7%)        COS Medical/Dental                                115.6%
          8.4%              23.0%         Gross Profit Medical/Dental                       107.0%
         40.8%               0.0%         Software Sales                                      n/a
         (8.2%)              0.0%         COS Software                                        n/a
         32.5%               0.0%         Gross Profit Software                               n/a
         22.4%               0.0%         Software Support Sales                              n/a
         (5.2)%              0.0%         COS Software Support                                n/a
         17.2%               0.0%         Gross Profit Software Support                      n/a
          0.3%               3.3%         Other Operating Revenue                           (44.0%)
         76.5%             125.8%         Selling, General and Administrative               237.1%
          0.0%              11.9%         Royalties                                        (100.0%)
           .7%              16.0%         Research and Development                          (76.3%)
          0.9%               5.3%         Interest Income                                   ( 3.0%)
          3.4 %              0.1%         Interest Expense                                17080.0%
        (21.2%)           (122.2%)        Net Loss                                          -16.1%
</TABLE>


     Revenue.  Medical/Dental  sales for the six months ended March 31, 1998 and
1997 were $1,042,600 and $488,300  respectively,  for an increase of $554,300 or
113.5%. Medical/ Dental sales for the three months ended March 31, 1998 and 1997
were $454,800 and $290,700  respectively,  for an increase of $164,100 or 56.4%.
The   increase  in  sales  was  due  to  MEDY's   sale  of  computer   hardware,
multi-operatory  video/digital networks, and digital x-ray systems ("hardware"),
which is a new product line resulting from the acquisition of IPS. There were no
sales of hardware during the comparable periods of fiscal 1997.

                                      -13-



<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation. (Continued)


     Software sales were  $1,165,000 for the six months ended March 31, 1998 and
$572,200 for the three months ended March 31, 1998.  Software support sales were
$639,400  for the six months  ended  March 31, 1998 and  $310,700  for the three
months ended March 31, 1998. All of these sales were attributable to CADI, which
was  acquired  in October  1997,  therefore,  there were no software or software
support sales during the comparable periods of fiscal 1997.

 Total sales  attributable to CADI, both hardware and software related,  for the
six months ended March 31, 1998 were  $2,197,000 or 77.2% of MEDY's total sales.
Total sales  attributable to CADI, both hardware and software  related,  for the
three  months  ended March 31,  1998 were  $1,193,000  or 90.2% of MEDY's  total
sales.

  MEDY  anticipates  that revenues  will  increase  further as the result of the
acquisition  of IPS in  February  1998 and the  expansion  of MEDY's  market for
dental office  management  products  through the  acquisition  of Command Dental
Systems,  Inc.  in April of 1998.  MEDY  believes  that gross  profit from these
activities will also improve as MEDY's general and  administrative  expenses are
consolidated  and  it=s  operations  become  more  efficient.  There  can  be no
assurance  that these  positive  changes will ever result in an increase in cash
from  MEDY's  operations  or net income (as  compared to MEDY's  historical  net
losses),  but MEDY's  goal is to achieve  profitability  on at least a quarterly
basis during latter fiscal 1999.

Please refer to the schedule below for a more detailed breakdown of revenues.

                               Quarter Ended             Six Months Ended
                               -------------             ----------------
                           March 31,     March 31,      March 31,    March 31,
                             1998          1997           1998          1997
                           ---------     ---------     ----------     ---------

Medical/Dental Sales       $ 454,800     $ 290,700     $1,042,600     $ 488,300
Software Sales               572,200          --        1,165,000          --
Software Support Sales       310,700          --          639,400          --
Other Operating Revenue        8,700        10,000          9,400        16,800
 Total Revenue:           $1,346,400     $ 300,700     $2,856,400     $ 505,100
                          ==========     =========     ==========     =========

                                      -14-




<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation. (Continued)

     Cost of Sales. Cost of sales for Medical/Dental products for the six months
ended  March 31, 1998 and 1997 as a percent of gross  Medical/Dental  sales were
76.9% and  76.2%,resulting  in gross  margin  percentages  of 23.1%  and  23.8%,
respectively.  Cost of sales for  Medical/Dental  products  for the three months
ended  March 31, 1998 and 1997 as a percent of gross  Medical/Dental  sales were
63.8% and  78.0%,  resulting  in gross  margin  percentages  of 36.2% and 22.0%,
respectively. The cost of sales of Medical/Dental percentages for the six months
ended March 31, 1998 and 1997 show a .07% variance due to higher margin  medical
product sales in 1997 having been replaced by higher  margin  hardware  sales in
1998. The cost of sales  percentage  drop of 14.2% for the quarter is due to the
product mix of higher  margin  hardware  sales versus lower margin dental camera
sales.

     The  major   component  of  cost  of  sales  for  software  sales,  is  the
amortization  expense of software  development  costs. Cost of sales of software
sales for the six and three month  periods  ended March 31, 1998 as a percent of
gross software sales were 20.2% and 17.8%, resulting in gross margin percentages
of 79.8% and 82.2%, respectively.

Cost of sales for software  support  sales,  the only  component of which is the
amortization  expense of technical support  contracts,  remains flat as a dollar
amount but will  fluctuate as a percentage  of gross  software  support sales as
support revenue increases or decreases.  Cost of sales of software support sales
for the six and three month  periods  ended March 31, 1998 as a percent of gross
software  support  sales  were  23.2%  and  23.9%,  resulting  in  gross  margin
percentages of 76.8% and 76.1%, respectively.

     Selling,  General and Administrative  Expenses (S,G&A).  S,G&A expenses for
the six month period ended March 31, 1998 and 1997 were $2,186,400 and $635,600,
respectively  for an increase of $1,550,800 or 244.0%.  The acquisitions of CADI
and IPS and their related expense  streams,  as well as their  depreciation  and
amortization,  account for $1,563,000 of the total S,G&A expenses. The remaining
S,G&A expenses of $623,400,  attributable to MEDY,  represents a $12,200 or 1.9%
favorable  variance over the same six month period in 1997.  S,G&A  expenses for
the  quarter  ended  March  31,  1998 and 1997  were  $1,062,100  and  $298,200,
respectively, for an increase of $763,900 or 256.2%. The acquisition of CADI and
IPS and  their  related  expense  streams,  as well as  their  depreciation  and
amortization, also accounted for the majority of this increase.

                                      -15-


<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation. (Continued)


     Research and  Development  Costs (R&D).  For the six months ended March 31,
1998 and 1997 R & D  expenses  were  $19,200  and  $81,000  respectively,  for a
decrease of $61,800 or 76.3%. For the quarter ended March 31, 1998 and 1997, R &
D expenses were $15,100 and $48,700  respectively,  for a decrease of $33,600 or
69.0%. The  Registrant=s  policy is to fund research and development as it deems
appropriate to maintain or gain a competitive advantage.

     Interest Income and Expense.  Interest income is a function of current cash
invested for the period;  the balances for the three months ended March 31, 1998
and 1997 was  $12,200 and  $15,700,  respectively.  Interest  income for the six
months  ended March 31,  1998 and 1997 was  $26,100  and  $26,900  respectively.
Interest  expense for the six months ended March 31, 1998 totaled  $97,800.  The
components of year to date interest expense are: interest of $13,300 ($2,667 per
month) on $400,000 of notes  payable to related  parties (at 8.0%  interest  due
October 1998, to the principals of CADI for the CADI  acquisition),  interest on
the  convertible  debentures  of $35,800,  $36,800 for interest on debt issuance
costs, and $11,900 of debt discount amortization.





                                      -16-

<PAGE>



                           PART II - OTHER INFORMATION



Item 5.   Other Information.

          None


ITEM 6.   Exhibits and Reports on Form 8-K

          (a)     Exhibits:

                  27.  Financial data schedule.


          (b)     Reports on Form 8-K:  Filed, dated October 23,1997,
                  October 31, 1997, January 5, 1998 and April 20,1998.


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.



Date: January 12, 1999                     /s/ Van A. Horsley
                                           -------------------------------------
                                           Van A. Horsley, President,
                                           Principal Executive Officer,
                                           and Principal Financial Officer

                                      -17-



<TABLE> <S> <C>




<ARTICLE> 5
<RESTATED> 
       
<S>                                          <C>
<PERIOD-TYPE>                                 6-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         724,700
<SECURITIES>                                    50,000
<RECEIVABLES>                                  500,000
<ALLOWANCES>                                 (144,000)
<INVENTORY>                                  1,017,000
<CURRENT-ASSETS>                             2,174,300
<PP&E>                                       1,079,500
<DEPRECIATION>                               (778,400)
<TOTAL-ASSETS>                               8,820,800
<CURRENT-LIABILITIES>                        1,418,000
<BONDS>                                        990,000
                                0
                                          0
<COMMON>                                         9,600
<OTHER-SE>                                   6,403,200
<TOTAL-LIABILITY-AND-EQUITY>                 8,820,800
<SALES>                                      2,856,400
<TOTAL-REVENUES>                             2,882,500
<CGS>                                        1,185,900
<TOTAL-COSTS>                                3,391,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              97,800
<INCOME-PRETAX>                              (606,800)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (606,800)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (606,800)
<EPS-PRIMARY>                                    (.07)
<EPS-DILUTED>                                    (.07)
        

</TABLE>


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