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U.S. 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, 2002.
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
For the transition period from N/A to N/A
____________________
Commission File No. 0-25474
____________________
MEDCOM USA, INCORPORATED
(Name of small business issuer as specified in its charter)
DELAWARE 65-0287558
State of Incorporation IRS Employer Identification No.
7975 NORTH HAYDEN ROAD, SUITE C-260
SCOTTSDALE, AZ 85258
(Address of principal executive offices)
(480) 675-8865
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No X
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The number of shares of the issuer's common equity outstanding as of
January 31, 2003 was 36,979,865 shares of common stock.
Transitional Small Business Disclosure Format (check one):
Yes No X
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1
MEDCOM USA, INC.
INDEX TO FORM 10-QSB FILING
FOR THE SIX MONTHS ENDED DECEMBER 31, 2002
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheet
As of December 31, 2002 . . . . . . . . . . . . . . . .3
Statements of Operations
For the Three and Six Months Ended December 31, 2002
and 2001 . . . . . . . . . . . . . . . . . . . . . . . . .4
Statements of Cash Flows
For Six Months Ended December 31, 2002
and 2001 . . . . . . . . . . . . . . . . . . . . . . . . .5
Notes to the Financial Statements . . . . . . . . . . . . .6 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . .10 - 15
PART II
OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 3. Control and Procedures . . . . . . . . . . . . . . . . . . . . . . 15
SIGNATURES
CERTIFICATION
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
MEDCOM USA, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
AS OF DECEMBER 31, 2002
ASSETS
CURRENT ASSETS
Cash $ 39,970
Accounts receivable, net of allowance of $10,728 86,802
Inventories 26,756
Prepaid expenses and other current assets 3,952
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Total current assets 157,480
PROPERTY AND EQUIPMENT, net $1,299,016 2,855,688
GOODWILL, net of accumulated amortization of $322,575 436,423
OTHER ASSETS 17,657
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TOTAL ASSETS $ 3,467,248
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LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 1,215,265
Accrued expenses and other liabilities 1,005,211
Deferred revenue 1,862,415
Dividend payable 23,750
Notes payable - current portion 109,437
Capital lease obligations - current portion 666,678
Note Payable - affiliate 329,000
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Total current liabilities 5,211,756
CAPITAL LEASE OBLIGATIONS - long-term portion 2,006,414
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Total liabilities 7,218,170
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STOCKHOLDERS' EQUITY:
Convertible preferred stock, Series A $.001par value, 52,900 shares
designated, 4,250 issued and outstanding 4
Convertible preferred stock, Series D $.01par value, 50,000 shares
designated, 2,850 issued and outstanding 29
Common stock, $.0001 par value, 80,000,000 shares authorized,
36,979,865 issued and outstanding 3,699
Paid in capital 63,129,803
Accumulated deficit (66,884,457)
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Total stockholders' equity (3,750,922)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,467,248
=============
See the accompanying notes to these unaudited financial statements.
3
MEDCOM USA, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2002
Three Months Ended Six Months Ended
2002 2001 2002 2001
------------ ------------ ------------ ------------
REVENUES:
Terminal sales $ 200,507 $ 935 $ 233,782 $ 68,087
Service 362,153 133,677 634,987 181,568
Miscellaneous revenue - 1,279 - 8,108
------------ ------------ ------------ ------------
562,660 135,891 868,769 257,763
COST OF SALES AND SERVICE: 41,288 - 72,830 13,073
------------ ------------ ------------ ------------
GROSS PROFIT 521,372 135,891 795,939 244,690
OPERATING EXPENSES:
General and administrative 651,518 511,357 1,455,915 1,653,681
Sales and marketing 319,633 - 485,525 1,342
Professional and consulting fees 22,500 - 27,400 27,760
Royalties 22,093 - 87,989 -
Depreciation and amortization 217,036 88,492 384,241 212,973
------------ ------------ ------------ ------------
Total operating expenses 1,232,780 599,849 2,441,070 1,895,756
------------ ------------ ------------ ------------
OPERATING LOSS (711,408) (463,958) (1,645,131) (1,651,066)
------------ ------------ ------------ ------------
OTHER (INCOME) AND EXPENSES
Interest expense 73,854 500 117,982 7,876
Interest income - - - -
------------ ------------ ------------ ------------
Total other expense 73,854 500 117,982 7,876
------------ ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS (785,262) (464,458) (1,763,113) (1,658,942)
LOSS ON DISPOSAL OF ASSETS - - - (105,646)
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS - 42,829 - (10,476)
------------ ------------ ------------ ------------
NET LOSS (785,262) (421,629) (1,763,113) (1,775,064)
Preferred stock dividend - (28,500) - (57,000)
------------ ------------ ------------ ------------
TOTAL NET COMPREHENSIVE LOSS $ (785,262) $ (450,129) $(1,763,113) $(1,832,064)
============ ============ ============ ============
NET LOSS PER SHARE:
Basic:
Continuing operations $ (0.02) $ (0.02) $ (0.05) $ (0.08)
Discontinued operations - - - -
------------ ------------ ------------ ------------
Total Basic $ (0.02) $ (0.02) $ (0.05) $ (0.08)
============ ============ ============ ============
Diluted:
Continuing operations $ (0.02) $ (0.02) $ (0.05) $ (0.08)
Discontinued operations - - - -
------------ ------------ ------------ ------------
Total Diluted $ (0.02) $ (0.02) $ (0.05) $ (0.08)
============ ============ ============ ============
Weighted Average Common Shares Outstanding
Basic 36,979,865 26,175,713 36,929,865 21,524,998
============ ============ ============ ============
Diluted 36,979,865 26,175,713 36,929,865 21,524,998
============ ============ ============ ============
See the accompanying notes to these unaudited financial statements.
4
MEDCOM USA, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(1,763,113) $(1,775,064)
Adjustments to reconcile net income to net cash
(used in) operating activities:
Loss from discontinued operations - 10,476
Loss on disposal of assets - 105,646
Depreciation and amortization 182,311 212,973
Payment of expenses through the issuance of common stock 26,000 519,550
Changes in assets and liabilities:
Trade accounts receivable (45,499) 46,841
Inventories (181,718) 45,888
Prepaid and other current assets - 71,303
Other assets - (1,415)
Accounts payable and accrued liabilities 152,832 222,037
------------ ------------
Cash used by continuing operations (1,629,187) (541,765)
Cash provided by discontinued operations - 72,931
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Net cash used in operating activities (1,629,187) (468,834)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment - (78,034)
Purchase of software upgrades (55,041) -
Advances from affiliates 411,000 (82,000)
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Net cash provided (used) in investing activities 355,959 (160,034)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on capital leases (226,950) (2,849)
Proceeds from sale of common stock - 619,600
Proceeds from capital sale-leaseback transactions 1,512,720 78,034
Payment on bank draft - (60,574)
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Net cash provided by financing activities 1,285,770 634,211
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INCREASE (DECREASE) IN CASH 12,542 5,343
CASH, BEGINNING OF PERIOD 27,428 -
------------ ------------
CASH, END OF PERIOD $ 39,970 $ 5,343
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 116,982 $ 7,876
============ ============
Income taxes paid - -
============ ============
See the accompanying notes to these unaudited financial statements.
5
MEDCOM USA, INC.
NOTES TO FINANCIAL STATEMENTS
INTERIM PERIODS ENDED DECEMBER 31, 2002
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements represent the financial
position of MedCom USA, Inc. ("Company") as of December 31, 2002 and includes
results of operations of the Company for the six months ended December 31, 2002
and cash flows for the six months ended December 31, 2002. These statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions for Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles ("GAAP") for complete financial statements. In
the opinion of management, all adjustments to these unaudited financial
statements necessary for a fair presentation of the results for the interim
period presented have been made. The results for the six months ended December
31, 2002 may not necessarily be indicative of the results for the entire fiscal
year. These financial statements should be read in conjunction with the
Company's Form 10-KSB for the fiscal year ended June 30, 2002, including
specifically the financial statements and notes to such financial statements
contained therein.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by the Company, and the methods of applying
those policies, which affect the determination of its financial position,
results of operations or cash flows are summarized below:
Cash and Cash Equivalents
----------------------------
Cash and cash equivalents include all short-term liquid investments that are
readily convertible to known amounts of cash and have original maturities of
three months or less. At times cash deposits may exceed government insured
limits.
Concentration of Credit Risk
-------------------------------
The Company maintains its operating cash balances in banks in Islandia, New
York, and in Scottsdale, Arizona. The Federal Depository Insurance Corporation
(FDIC) insures accounts at each institution up to $100,000.
Inventories
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Inventories consist primarily of processing terminals that deploy the MedCard
system, and demonstration terminals and spare parts that are held for sale.
Inventories are stated at the lower of cost (first-in, first-out basis) or
market (net realizable value). Rapid technological change and new product
introductions and enhancements could result in excess or obsolete inventory. To
minimize this risk, the Company evaluates inventory levels and expected usage on
a periodic basis and records adjustments as required.
Property and Equipment
------------------------
Property and equipment is stated at cost less accumulated depreciation.
Depreciation is recorded on a straight-line basis over the estimated useful
lives of the assets ranging from 3 to 5 years. The Company's leaseback
transactions of processing terminals to healthcare providers are generally for a
period of 48 months. Depreciation expense for the leased terminal assets are on
the straight-line method over the term of the lease in amounts necessary to
reduce the carrying amount of the terminal asset. Estimated and actual residual
6
values are reviewed on a regular basis to determine that depreciation amounts
are appropriate. Depreciation expense relating to leased terminal assets was
$267,343 for the six months ended December 31, 2002.
Assets Held under Capital Leases
------------------------------------
Assets held under capital leases are recorded at the lower of the net present
value of the minimum lease payments or the fair value of the leased asset at the
inception of the lease. Amortization expense is computed using the straight-line
method over the shorter of the estimated useful lives of the assets or the
period of the related lease.
Amortization of Leasehold Improvements
-----------------------------------------
Amortization of leasehold improvements is computed using the straight-line
method over the shorter of the remaining lease term or the estimated useful
lives of the improvements.
Revenue Recognition
--------------------
Sales Revenues: The Company's sales revenues are derived from the sale of
processing terminals, computer equipment and other items and are recognized upon
shipment. Revenues from the licensing of equipment software are recognized upon
acceptance by customers, if the license agreement includes such an acceptance
provision, otherwise it is recognized upon shipment.
Service Fee Revenues: Revenue related to the processing of insurance eligibility
verification and medical claim processing is recorded at the time the
transaction is completed. Financial transactions involve approvals of credit
card and debit card payments from the use of processing terminals or personal
computers and are recorded at the time the transactions are completed.
Deferred Gains on Sale Leasebacks: Gains related to processing terminal
equipment sales in the form of sale-leaseback transactions are amortized
generally over the lease term of 48 months and are recognized proportionately
over the lease term. Gains are initially realized when terminals are sold to a
third party that finances the terminals used by the Company's customers through
the sale leaseback with the Company. The Company purchases the terminals from a
supplier and when the Company enters into a service agreement with a customer,
the customer may rent the terminal from the Company. When the customer rents the
terminal, the Company generally will sell that terminal to the third party
leasing company and in turn leases back that terminal.
Comprehensive Income
---------------------
Comprehensive income consists of net income and other gains and losses affecting
shareholders' equity that, under generally accepted accounting principles, are
excluded from net income. For the Company, such items consist primarily of
foreign currency translation gains and losses.
Income Taxes
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The Company provides for income taxes based on the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which,
among other things, requires that recognition of deferred income taxes be
measured by the provisions of enacted tax laws.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
7
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities or a
change in tax rates is recognized as income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics.
Fair Value of Financial Instruments
---------------------------------------
Financial instruments consist primarily of accounts receivable, and obligations
under accounts payable, accrued expenses, capital lease obligations and notes
payable. The carrying amounts of accounts receivable, accounts payable, accrued
expenses and notes payable approximate fair value because of the short maturity
of those instruments. The carrying value of the Company's capital lease
arrangements approximates fair value because the instruments were valued at the
cost of the equipment at the time the Company entered into the arrangements. The
Company has applied certain assumptions in estimating these fair values. The use
of different assumptions or methodologies may have a material effect on the
estimates of fair values.
Net Loss Per Share
---------------------
Net loss per share is calculated using the weighted average number of shares of
common stock outstanding during the year. The Company has adopted the provisions
of Statement of Financial Accounting Standards No. 128, Earnings Per Share.
Use of Estimates
------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
This may affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Stock-Based Compensation
-------------------------
Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation, ("SFAS 123") established accounting and disclosure requirements
using a fair-value based method of accounting for stock-based employee
compensation. In accordance with SFAS 123, the Company has elected to continue
accounting for stock based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees."
Intangible Assets
------------------
Intangible assets at December 31, 2002 consist of goodwill associated with the
Company's acquisition of MedCard, and the difference between the purchase price
of the acquired business and the fair value of the identifiable net assets.
Research and Development Expenditures
----------------------------------------
Research and development costs are expensed as incurred.
8
Impairment of Assets
----------------------
The Company performs an assessment of impairment of long-lived assets
periodically whenever there is an indication that the carrying amount of the
asset may not be recoverable. Recoverability of these assets is determined by
comparing the forecasted undiscounted cash flows generated by those assets to
the assets' net carrying value. The amount of impairment loss, if any, is
measured as the difference between the net book value of the assets and the
estimated fair value of the related assets.
Reclassifications
-----------------
Certain reclassifications have been made to the financial statements for the six
months ended December 31, 2002, to conform with the presentation for accounts in
the December 31, 2001 financial statements.
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Such forward-looking statements include, but are not limited to,
statements regarding future events and plans and expectations. Actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB (incorporated herein Forward-Looking Statements).
OVERVIEW
MedCom USA, Inc.(the "Company") a Delaware corporation was formed in August
1991 under the name Sims Communications, Inc. The Company's primary business was
providing telecommunications services. In 1996 the Company introduced four
programs to broaden the Company's product and service mix: (a) cellular
telephone activation, (b) sale of prepaid calling cards, (c) sale of long
distance telephone service and (d) rental of cellular telephones using an
overnight courier service. With the exception of the sale of prepaid calling
cards, these four programs were discontinued in December 1997. During the fiscal
year of 1998, the Company diversified its operations and moved into the area of
medical information processing.
The Company changed its name to MedCom USA, Inc. in October 1999. During
the fiscal years of 1999 and continuing through 2000, the Company directed its
efforts in medical information processing. As of December 31, 2002, the Company
currently operates the MedCard System (MedCard) that is deployed through a
point-of-sale terminal or personal computer offering electronic transaction
processing, as well as insurance eligibility verification. The Company has
aggressively focused on its primary operations in Electronic Data Interchange
(EDI) and core business in electronic Medical Transaction Processing.
MEDICAL TRANSACTION PROCESSING
--------------------------------
MEDCARD SYSTEM
The Company provides innovative technology-based solutions for the
healthcare industry that enable users to efficiently collect, utilize, analyze
and disseminate data from payers, health care providers and patients. The
MedCard System currently operates through a point-of-sale terminal or a personal
computer. The point-of-sale terminals are purchased from Hypercom Corporation
(Hypercom). The MedCard System also operates in a PC version and an on-line
version. The Company is in the process of assessing the feasibility of offering
a service bundled package that would have the capability of processing unlimited
claims and eligibility verification for monthly service fees.
FINANCIAL SERVICES
The Company's credit card center and check services, provides the
healthcare industry an unprecedented combination of services designed to improve
collection and approvals of credit/debit card payments along with the added
benefit and convenience of personal check guarantee from financial institutions.
Flex-pay is an accounts receivable management program that allows a
provider to swipe a patient's credit card and store the patient's signature in
the terminals, and bill the patient's card at a later date when it is determined
what services rendered were not covered by the patient's insurance. Also, an
easy-pay option is offered which allows patient's the added benefit and
10
convenience of a one-time payment option or a recurring installment payments
that will be processed on a specified date determined by the provider and
patient. These options insure providers that payments are timely processed with
the features of electronic accounts receivable management. These services are
all deployed thorough point-of-sale terminals or a personal computer. Using the
MedCard system, medical providers are relieved of the problems associated with
billings and account management, and results in lower administrative
documentation and costs.
PATIENT ELIGIBILITY
The MedCard System is also an electronic processing system that
consolidates insurance eligibility verification, processes medical claims, and
monitors referrals. The MedCard System allows a patient's primary care physician
to request approval from the patient's insurance carrier or managed care plan
for a referral to a secondary physician or specialist. The secondary physician
or specialist can use the MedCard system to verify referrals are approved by the
patient's insurance carrier. The MedCard system's referral capabilities reduce
documentation and administrative costs which results in increased productivity
and greater patient information for the specialist, as well as a written record
of the referral authorization.
The MedCard System can record and track encounters between patients and
health care providers for performance evaluation and maintenance of records.
After examining a patient the physician enters a patient's name, procedure code
and diagnostic code at a nearby terminal. This information is then uploaded to
MedCom's computer network, processed and transmitted back to the provider
formatted in both summary and/or detailed reports, and as a result healthcare
providers' reimbursements are accelerated and account receivables are reduced.
The average time it takes the healthcare providers to collect payments from
insurance carriers and plans decreases from an average of 89 days to 7 to 21
days. Health care providers will benefit from a 100% paperless claim processing
system.
TECHNICAL SUPPORT ASSISTANCE
The Company offers multiple training options for its products and services
and is easily accessed at www.Medcard.com. The online E-learning tools
---------------
enable health care professionals and health providers an opportunity to
familiarize themselves with the Health Insurance Portability and Accountability
Act (HIPAA) and also the mandates and compliance issues. Onsite training and
teleconferencing, and technical support assistance are also features offered to
health care providers. Also, a 24-hour terminal replacement program and system
upgrades are offered.
MARKETING STRATEGY
MedCard's marketing plan is built around a strategy of expanding its sales
capacity by using experienced external Independent Sales Organizations (ISO) and
putting less reliance on an internal sales force. MedCom has set-up these
Independent Sales Organizations (ISOs) to market and distribute the MedCard
System throughout the U.S. Currently, there are 16 active ISOs promoting the
MedCard system, with an average ISO that contains approximately 10 Sales people,
some selling the MedCard System exclusively. Financial service companies
comprise an important sales channel that views the healthcare industry as an
important growth opportunity. Only 6% of all healthcare payments are made with a
credit card today, although according to a recent survey 55% of all consumers
would prefer to pay doctor and hospital visits by credit/debit card.
SERVICE AGREEMENTS
During September 1998, the Company entered into a service agreement with
WebMD Envoy. This agreement encompasses the process of Electronic Data
Interchange (EDI) and related services. The services provided are complimentary
to the Company's core business, and accomplishes transaction processing services
11
that allows healthcare providers and payers to process medical transactions
quickly and accurately, and results in reduced administrative costs and an
increase in healthcare reimbursements to healthcare providers.
During January 2002, the Company has entered into a service agreement with
MedUnite. This strategic alliance will encompass the utilization of proprietary
technologies and will enhance the existing network of healthcare constituents.
Strategically both companies share the same vision of transforming the
healthcare transactions systems affecting how healthcare providers, health
plans, and other groups transacting business with one another by significantly
reducing claim and payment processing time, and reducing healthcare
administrative costs.
PROCESSING TERMINAL LEASING AGREEMENTS
The Company has entered into leasing agreements with LADCO Financial Group
for the purpose of leasing processing terminals. The Company has pledged and
granted for collateral in connection with the lease agreements one million
restricted common shares. These common shares would be surrendered upon default
of the leasing agreements. This pledge and granting of security interest was
executed on January 3, 2002.
The Company has arranged its terms with this credit facility as an
equipment lessor whereby the Company sells terminals to the lessor when it has
obtained a service contract with a provider. Under these agreements, the Company
is leasing back the processing terminals from the lessor and in turn leases them
to the purchaser for a period of 48 months however; the customer may terminate
the agreement after 12 months. The Company is accounting for the transactions as
sale-leasebacks. The leases with the customers are inclusive with the monthly
service contracts and are effectively accounted for as operating leases. Gains
on terminal sales under sale-leaseback transactions are deferred and are being
amortized to income in proportion to amortization of the assets, generally over
the term of the lease with the credit facility generally for a period of 48
months. At December 31, 2002, the remaining deferred equipment gain of
$1,862,415 is shown as "Deferred Revenue" in the Company's Balance Sheet. For
the six months ended December 31, 2002, the total interest expense incurred by
the Company under these leases was $116,982.
REVENUES
Revenues from the MedCard system are generated through the sale of
terminals, and processing insurance eligibility/verification, insurance claims,
and financial transaction processing. The Company receives a fixed amount per
terminal, and also receives fees for each transaction processed through the
MedCard System. Revenue sources include fees for financial transactions
processed through the terminal, fees for collection of receivables if the
Company provides billing services, fees associated with reimbursements made by
insurance carriers for submitting claims that are processed electronically, fees
for using the system's referral program and, fees for processing uploaded data.
The Company also markets a complete billing service using the MedCard System for
hospitals and large practice groups. The Company receives a percentage of the
billing amount collected under these arrangements.
ADDITIONAL INFORMATION
Medcom files reports and other materials with the Securities and Exchange
Commission. These documents may be inspected and copied at the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
can obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. You can also get copies of documents that the
Company files with the Commission through the Commission's Internet site at
www.sec.gov.
-----------
12
RESULTS OF OPERATIONS
Revenues for the quarter ended December 31, 2002 were $562,660 as compared to
the quarter ended December 31, 2001 of $135,891. The Company has divested of all
its business segments other than the MedCard business, which it intends to
devote it full resources. Revenues are primarily derived from monthly service
fees collected and revenues related to the leasing of terminal assets.
Cost of sales for the quarter ended December 31, 2002 was $41,288 as compared to
quarter ended December 31, 2001 of $-0-. Margins have increased as the Company's
sales and service offerings have increased in the area of medical transaction
processing.
General and administrative expenses for quarter ended December 31, 2002 was
$651,518 as compared to quarter ended December 31, 2001 of $511,357. These
expenses have slightly increased as promotional efforts to market and secure
outside sales personnel to promote and sale the Company's equipment and
services.
Selling expenses for the quarter ended December 31, 2002 was $319,633 as
compared to the quarter ended December 31, 2001 of $-0-. These expenses are
directly attributed to the Company's aggressive marketing and outside sales
organizations that market the Company's equipment and services.
Interest expense for the quarter ended December 31, 2002 was $73,854 as compared
to quarter ended December 31, 2001 of $500. Interest expense increased as a
result of an increased volume of leased terminal assets by the Company.
No tax benefit was recorded on the expected operating loss for the quarter ended
December 31, 2002 as required by Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. For the quarter ended we do not expect to
realize a deferred tax asset and it is uncertain, therefore we have provided a
100% valuation of the tax benefit and assets until we are certain to experience
net profits in the future to fully realize the tax benefit and tax assets.
Net loss for the quarter ended December 31, 2002 was ($785,262) compared net
loss for the quarter ended December 31, 2001 of ($450,129).
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the six months ended December 31, 2002,
was ($1,629,187) as compared to cash used in operating activities for the six
months ended December 31, 2001 of ($468,834). The Company has significantly
reduced its operating cash requirements as streamlining of operations and cost
curtailment measures were implemented and adhered to.
Cash provided by investing activities for the six months ended December 31,
2002, was $355,959 as compared to cash used in investing activities for the six
months ended December 31, 2001 of ($160,034). There were advances from an
affiliate to fund operations for deficiencies in operating cash requirements as
of December 31, 2002.
Cash provided by financing activities was $1,285,770 for the six months ended
December 31, 2002 compared to cash provided by financing activities for the six
months ended December 31, 2001 of $634,211. The Company has financed its
equipment though the sales-leasebacking of terminals and as a result has
increased its debt obligations.
13
SOURCES OF CAPITAL
The Company has relied upon a significant shareholder to fund its operating
cash flow deficiencies since June 30, 2001. Presently, this funding is
accomplished in the form of loans to the Company. Management believes that
current trends in its electronic transaction processing to the health care
industries will provide positive cash flow in the near fiscal period to be
self-sustaining from operations. The amount of such will be dependent upon the
rate of growth experienced and demand for the Company's product and services.
As noted above, the Company has secured an arrangement with a third party
leasing company to provide funds upon the execution of a rental and service
agreement with a customer. Generally, the health care provider customer will
enter into an agreement with the Company to rent a terminal and subscribe to the
transaction processing and insurance verification service. At that time, the
Company will sell the terminal associated with the service contract to the
lessor and then leaseback that terminal. The leasing transactions provide for
funding to the Company to cover its cost of the terminal, placement of the
terminal with the customer and a profit margin. The Company is generally
required to pay the lease rentals to the lessor over a 48-month period. The
source of funds for those repayments is the rental payments from the health care
provider customer.
OTHER CONSIDERATIONS
There are numerous factors that affect our business and the results of its
operations. Sources of these factors include general economic and business
conditions, federal and state regulation of business activities, the level of
demand for the Company's product or services, the level and intensity of
competition in the medical transaction processing industry and the pricing
pressures that may result, the Company's ability to develop new services based
on new or evolving technology and the market's acceptance of those new services,
the Company's ability to timely and effectively manage periodic product
transitions, the services, customer and geographic sales mix of any particular
period, and the ability to continue to improve the infrastructure (including
personnel and systems) to keep pace with the growth in its overall business
activities.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, this Form 10-QSB
contains express or implied forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.
The Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The Company may make written or oral forward-looking
statements from time to time in filings with the SEC, in press releases, or
otherwise. The words "believes," "expects," "anticipates," "intends,"
"forecasts," "project," "plans," "estimates" and similar expressions identify
forward-looking statements. Such statements reflect the current views with
respect to future events and financial performance or operations and are only as
of the date the statements are made.
Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. The
Company's actual results may differ materially from such statements. Factors
that cause or contribute to such differences include, but are not limited to,
those discussed elsewhere in this Form 10-QSB, as well as those discussed in
Form 10-KSB which is incorporated by reference in this Form 10-QSB.
Management believes that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in such
forward-looking statements will be realized. The inclusion of such
forward-looking information should not be regarded, as a representation that the
future events, plans, or expectations contemplated will be achieved. The Company
undertakes no obligation to publicly update, review, or revise any
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forward-looking statements to reflect any change in expectations or any change
in events, conditions, or circumstances on which any such statements are based.
Our filings with the Securities Exchange Commission, including the Form 10-KSB,
and may be accessed at the SEC's web site, www.sec.gov.
------------
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
MedCom is involved in various legal proceedings and claims as described in
our Form 10-KSB for the year ended June 30, 2002. No material developments
occurred in any of these proceedings during the quarter ended December 31, 2002.
The costs and results associated with these legal proceedings could be
significant and could affect the results of future operations.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in this report is recorded, processed,
accumulated, and reported to its management, including the chief executive
officer, to allow timely decisions regarding the required disclosure. Within the
90 days prior to the filing date of this report, MedCom's management, with the
participation of its chief executive officer performed an evaluation of the
effectiveness of the design and operation of these disclosure controls and
procedures. Management has concluded that such disclosure controls and
procedures are effective at ensuring that required information is disclosed in
the Company's reports.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
NO REPORTS ON FORM 8-K
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
CERTIFICATIONS
I, Bill Williams, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of MedCom USA, INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's corporate management and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's corporate management and I have disclosed, based on our
most recent evaluation, to the registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
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6. The registrant's corporate management and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
MEDCOM USA, INC.
By /s/ W.P. Williams
-------------------
Chairman, President, CEO
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of MedCom USA, INC., (the "Company") on
Form 10-QSB for the period ended December 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Bill Williams,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, That
to the best of my knowledge:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
MEDCOM USA, INC.
By /s/ W.P. Williams
-----------------
Chairman, President, CEO
(Sole executive officer of the registrant)
February 28, 2003
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