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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-50435
MD Technologies Inc.
(Name of small business issuer in its charter)
| DELAWARE | 72-1491921 | |
(State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) |
620 FLORIDA ST., SUITE 200 BATON ROUGE, LOUISIANA | 70801 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number (225) 343-7169
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 x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨ Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Common Stock: 4,131,702 shares outstanding as of September 30, 2006.
Transitional Small Business Disclosure Form (check one): Yes x No ¨
INDEX TO FORM 10-QSB
September 30, 2006
PART I –FINANCIAL INFORMATION | ||||||
| Item 1 –Financial Statements (unaudited) | ||||||
Condensed Balance Sheets at September 30, 2006 and December 31, 2005 | 3 | |||||
| 5 | ||||||
| 6 | ||||||
| 7 | ||||||
| Item 2 –Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | |||||
| Item 3 –Controls and Procedures | 15 | |||||
PART II –OTHER INFORMATION | 16 | |||||
| Item 6 –Exhibits and Reports on Form 8-K | 16 | |||||
| SIGNATURES | 17 | |||||
| EXHIBITS | ||||||
PART I – FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
(unaudited)
| September 30, 2006 | Dec. 31, 2005 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 234,635 | $ | 2,454,897 | ||||
Restricted Cash | — | 100,000 | ||||||
Accounts receivable (net) | 648,982 | 238,531 | ||||||
Prepaid expenses | 28,094 | 17,734 | ||||||
Total current assets | 911,711 | 2,811,162 | ||||||
Property and Equipment | ||||||||
Computer equipment and software | 661,499 | 566,496 | ||||||
Assets under capital lease | 316,940 | 64,255 | ||||||
Furniture and fixtures | 216,660 | 176,303 | ||||||
| 1,195,099 | 807,054 | |||||||
Less: Accumulated depreciation | (760,988 | ) | (447,269 | ) | ||||
| 434,111 | 359,785 | |||||||
Capitalized software costs held for sale, net | 236,337 | 266,483 | ||||||
Other Assets | ||||||||
Bond offering costs (net) | 69,175 | 75,175 | ||||||
Other Assets | 19,954 | 15,363 | ||||||
Contracts (net) | 1,044,593 | 527,876 | ||||||
Goodwill | 3,275,698 | 1,416,844 | ||||||
Total Other Assets | 4,409,420 | 2,035,258 | ||||||
Total assets | $ | 5,991,579 | $ | 5,472,688 | ||||
The accompanying notes are an integral part of the financial statements.
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| September 30, 2006 | Dec. 31, 2005 | |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 268,171 | $ | 238,837 | ||||
Accrued expenses and interest | 392,305 | 230,192 | ||||||
Deferred Compensation | 111,228 | 98,228 | ||||||
Deferred revenue | 15,725 | 12,430 | ||||||
Current portion of notes payable | 1,607,134 | 6,821 | ||||||
Current portion of obligations under capital lease | 71,641 | 58,128 | ||||||
Total current liabilities | 2,466,204 | 644,636 | ||||||
Long Term Liabilities | ||||||||
Notes payable, net of current portion | 605,587 | 10,977 | ||||||
Obligations under capital lease, net of current portion | 89,362 | 111,668 | ||||||
Bonds Payable | 5,000,000 | 5,000,000 | ||||||
Total long term liabilities | 5,694,949 | 5,122,645 | ||||||
Total Liabilities | 8,161,153 | 5,767,281 | ||||||
Stockholders’ Equity | ||||||||
Preferred stock, no par value; 20,000 shares authorized, no shares issued or outstanding | — | — | ||||||
Common stock, $0.0004 par value; 30,000,000 shares authorized; 5,087,950 and 4,988,895 shares issued respectively and 4,131,702 and 3,949,313 shares outstanding respectively | 2,031 | 1,962 | ||||||
Additional paid-in capital | 5,116,234 | 4,359,357 | ||||||
Treasury stock | (383 | ) | (383 | ) | ||||
Retained earnings | (7,287,456 | ) | (4,655,529 | ) | ||||
Total stockholders’ equity (deficit) | (2,169,574 | ) | (294,593 | ) | ||||
Total liabilities and stockholders’ equity | $ | 5,991,579 | $ | 5,472,688 | ||||
The accompanying notes are an integral part of the financial statements.
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CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2006 | 2005 | 2006 | 2005 | |||||||||||||
REVENUES | ||||||||||||||||
Sales and service revenue | $ | 1,697,843 | $ | 258,747 | $ | 4,836,373 | $ | 709,700 | ||||||||
Total revenues | 1,697,843 | 258,747 | 4,836,373 | 709,700 | ||||||||||||
COSTS OF REVENUES | ||||||||||||||||
Salaries direct | 486,787 | 50,763 | 1,317,274 | 127,224 | ||||||||||||
Depreciation | 21,632 | 23,754 | 72,873 | 78,711 | ||||||||||||
Contracted Services | 327,307 | — | 896,657 | — | ||||||||||||
Other cost of revenues | 202,254 | 21,686 | 545,375 | 48,236 | ||||||||||||
Total cost of revenues | 1,037,980 | 96,203 | 2,832,179 | 254,172 | ||||||||||||
Gross profit | 659,863 | 162,544 | 2,004,194 | 455,528 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Compensation | 473,807 | 289,178 | 1,813,888 | 943,859 | ||||||||||||
Depreciation and Amortization | 390,613 | 14,112 | 1,234,411 | 53,779 | ||||||||||||
Selling, general and administrative expenses | 274,495 | 212,647 | 925,916 | 554,140 | ||||||||||||
Total operating expenses | 1,138,915 | 515,937 | 3,974,215 | 1,551,779 | ||||||||||||
Loss from operations | (479,052 | ) | (353,393 | ) | (1,970,021 | ) | (1,096,251 | ) | ||||||||
OTHER INCOME (EXPENSE) | ||||||||||||||||
Interest income | 4,017 | 22,781 | 23,793 | 26,352 | ||||||||||||
Interest expense | (152,914 | ) | (94,609 | ) | (393,666 | ) | (97,200 | ) | ||||||||
Non-Cash interest expense | — | — | (266,375 | ) | — | |||||||||||
Other expense | (2,505 | ) | — | (25,658 | ) | — | ||||||||||
| (151,402 | ) | (71,828 | ) | (661,906 | ) | (70,848 | ) | |||||||||
NET LOSS | (630,454 | ) | (71,828 | ) | (2,631,927 | ) | (1,167,098 | ) | ||||||||
Income per share: (Basic and diluted) | $ | (0.15 | ) | $ | (0.11 | ) | $ | (0.65 | ) | $ | (0.30 | ) | ||||
Wtd. average number of shares outstanding | 4,131,702 | 3,949,313 | 4,040,329 | 3,949,313 | ||||||||||||
The accompanying notes are an integral part of the financial statements.
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CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
| For the nine months ended September 30, | ||||||||
| 2006 | 2005 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | $ | (1,181,926 | ) | $ | (857,247 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Cash acquired in purchase of subsidiaries | 4,060 | — | ||||||
Purchase of Subsidiaries | (2,511,920 | ) | — | |||||
Plant and equipment purchases | (27,039 | ) | (27,903 | ) | ||||
Capitalization of software development costs | (42,727 | ) | (69,237 | ) | ||||
Net cash flows used by investing activities | (2,577,626 | ) | (97,140 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Deferred offering costs | — | (79,175 | ) | |||||
Issuance of Bonds for Cash | — | 5,000,000 | ||||||
Debt Proceeds | 1,600,000 | — | ||||||
Repayment of Obligations under Capital Lease | (55,600 | ) | — | |||||
Repayment of debt | (5,110 | ) | (11,146 | ) | ||||
Net cash flows provided (used) by financing activities | 1,539,290 | 4,909,679 | ||||||
NET INCREASE (DECREASE) IN CASH | (2,220,262 | ) | 3,955,292 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 2,454,897 | 1,045,780 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 234,635 | $ | 5,001,072 | ||||
The accompanying notes are an integral part of the financial statements.
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NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2006
| 1. | Management’s Representation of Interim Financial Information |
The accompanying consolidated financial statements have been prepared by MD Technologies Inc. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2005.
| 2. | Stock Based Compensation |
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(revised 2004), “Shared Based Payment” (SFAS No.123R), which requires the measurement and recognition of compensation cost for all share-based payment awards made to employees and directors based on estimated fair values. Prior to the adoption of SFAS No. 123R, the Company accounted for its stock-based employee compensation related to stock options under the intrinsic value recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and the disclosure alternative prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” Accordingly, the Company presented pro forma information for the periods prior to the adoption of SFAS No. 123R and no employee compensation cost was recognized for the stock-based compensation plan.
The Company has elected to use the modified prospective transition method for adopting SFAS No. 123R, which requires the recognition of stock-based compensation cost on a prospective basis; therefore, prior period financial statements have not been restated. Under this method, the provisions of SFAS No. 123R are applied to all awards granted after the adoption date and to awards not yet vested with unrecognized expense at the adoption date based on the estimated fair value at grant date as determined under the original provisions of SFAS No. 123. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.
The Company has historically and continues to utilize the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The Company’s expected volatility is based on the historical volatility of the Company’s stock price over the most recent period commensurate with the expected term of the stock option award. The estimated expected option life is based primarily on historical employee exercise patterns. The Company has not paid dividends in the past and does not plan to pay any dividends in the future.
As of September 30, 2006, total unrecognized share-based compensation cost related to unvested stock options was approximately $176,203, which will be amortized over the next 45 months. For the three months and nine months period ended September 30, 2006, the Company recognized $11,637 and $66,772 respectively, in stock based compensation costs related to the issuance of options to employees. This cost was calculated in accordance with FAS No. 123R and is reflected in operating expenses.
Information with respect to stock option activity for the nine months ended September 30, 2006 is as follows:
| Shares | Weighted Average Exercise Price | ||||
Outstanding at December 31, 2005 | 294,395 | $ | 2.21 | ||
Granted | 145,000 | 2.14 | |||
Exercised | — | — | |||
Forfeited or expired | — | — | |||
Outstanding at September 30, 2006 | 439,395 | $ | 2.19 | ||
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Options exercisable at September 30, 2006309,398
For the three and nine months period ended September 30, 2006, the fair value of each option grant was estimated on the date of the grant using the following assumptions:
For the Three and Nine Months Ended September 30, 2006 | |||
Dividend Yield | 0.0 | % | |
Risk-Free Interest Rate | 4.0 | % | |
Expected Life | 5 -10 years | ||
Expected Volatility | 132 | % |
| 3. | Purchase of Premier Medical Consultants, Inc. Stock |
On February 14th, 2006, MD Technologies Inc. acquired 100 percent of the outstanding common shares of Premier Medical Consultants, Inc. The results of Premier Medical Consultants, Inc.’s operations have been included in the consolidated financial statements since that date. Premier Medical Consultants, Inc. is a provider of revenue cycle management services to physician practices. The aggregate purchase price was $1,744,000. Of the total purchase price, $1,615,000 was paid in cash and $85,000 was paid in stock at closing. Under the terms of the acquisition agreement, an additional $34,000 was paid in commissions upon successful completion of the acquisition. The remaining $10,000 was associated with capitalized costs related to the acquisition.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.
At February 14th, 2006
Current assets | $ | 249,868 | |
Fixed assets | 148,915 | ||
Other assets | 54,438 | ||
Intangibles | 1,257,494 | ||
Goodwill | 490,245 | ||
Total assets acquired | $ | 2,200,960 | |
Current liabilities | $ | 406,878 | |
Long-term debt | 50,082 | ||
Total liabilities assumed | $ | 456,960 | |
Net assets acquired | $ | 1,744,000 | |
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The $490,245 of goodwill was assigned to our Premier Medical Consultants, Inc. reporting unit. Of this amount, the Company has not yet determined what portion of the goodwill could be tax deductible. The $1,257,494 of intangibles is related to the value of the contracts acquired. The Company is amortizing the value of the contracts on an individual basis, determined by the number of remaining months on the contract at the date of acquisition, which varies from 1 to 34 months.
| 4. | Purchase of Billing Associates, LLC. assets |
On May 15, 2006, MD Technologies Inc. acquired certain assets of Billing Associates, LLC. The funds from the acquisition came from the $1.6 million loan agreement with BancorpSouth, Baton Rouge, Louisiana, that occurred on May 5, 2006 (See Note 5 below). The results of Billing Associates, LLC, operations have been included in the consolidated financial statements since that date. Billing Associates, LLC provides comprehensive accounts receivable and financial services to physician practices and other healthcare entities. The aggregate purchase price was $862,920. Of the total purchase price, $846,000 was paid in cash. Under the terms of the acquisition agreement, an additional $16,920 was paid in commissions upon successful completion of the acquisition.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.
At May 15, 2006
Current assets | $ | 38,458 | |
Fixed assets | 15,000 | ||
Intangibles | 371,884 | ||
Goodwill | 457,941 | ||
Total assets acquired | $ | 883,283 | |
Current liabilities | $ | 20,363 | |
Total liabilities assumed | $ | 20,363 | |
Net assets acquired | $ | 862,920 | |
The $457,941 of goodwill was assigned to our Medical Group Services, Inc. reporting unit. The assets and related operations of Billing Associates, LLC, were consolidated into Medical Group Services, Inc. for logistical purposes. Of this amount, the Company has not yet determined what portion of the goodwill could be tax deductible. The $371,884 of intangibles is related to the value of the contracts acquired. The Company is amortizing the value of the contracts on an individual basis, determined by the number of remaining months on the contract at the date of acquisition, which varies from 8 to 16 months.
| 5. | Note Payable to BancorpSouth |
On May 5th, 2006, we entered into a $1.6 million loan agreement with BancorpSouth, Baton Rouge, Louisiana. The loan matures in twelve months and is secured by a pledge of receivables, equipment, general intangibles and a guarantee by Premier Medical Consultants Inc., a wholly owned subsidiary. In addition, certain third party investors guaranteed the note. In return for the guarantee, the third party investors received 162,000 warrants at a purchase price of $0.01 per warrant (see Note 7). Under the terms of the loan, we will pay interest at an annual percentage rate of 13 percent and we will make interest only payments until the loan matures. A portion of the proceeds of this loan was used to fund the Billing Associates, LLC, acquisition in Note 4 above. The remaining portion of the proceeds will be used to fund working capital requirements. Copies of the loan agreement were attached to the Form 8-K that we filed May 11, 2006.
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| 6. | Waiver of the Earn Out Provisions related to the Acquisition of Medical Group Services, Inc. |
On June 7, 2006, we reached an agreement with the former shareholders of Medical Group Services, Inc. (MGSI) to waive the earn out provisions in the Securities Purchase Agreement and Escrow Agreement. As such, we released the $100,000 in restricted cash, common stock shares, and the promissory note from escrow to the former shareholders of MGSI. We recorded a $600,000 long-term note payable to Anthony Maniscalco, Catherine Maniscalco, and Brina Cabrera. The note will accrue simple interest at the fixed rate of 6.0% per annum, commencing November 1, 2006 and will be payable beginning November 30, 2006 and continuing monthly on the last day of each month thereafter through and inclusive of October 31, 2008. The principal will be due and payable in lump sum format on October 31, 2008.
| 7. | Warrants associated with Note Payable to BancorpSouth |
In conjunction with the loan agreement with BancorpSouth, Baton Rouge, Louisiana, certain third party investors guaranteed the note. In return for the guarantee, the third party investors received 162,000 warrants at a purchase price of $0.01 per warrant. These warrants have an expiration period of 5 years from the date of the agreement. Under generally accepted accounting principles, we were required to assign a value to these warrants in order to record the expense associated with their issuance. Based upon guidance provided by the FASB, we performed a valuation of the warrants and in management’s estimate, determined that the warrants had a fair value of $1.64 (rounded) per warrant resulting in a total of $266,375 of non-cash interest expense related to the issuance of these warrants. In determining the fair value of the warrants, the Company utilized the Black Scholes pricing model. This model derives the fair value of non-traded equity instruments based on certain assumptions related to expected stock price volatility, expected equity instrument life, risk-free interest rate and dividend yield. The Company’s expected volatility is based on the historical volatility of the Company’s stock price over the most recent period commensurate with the expected term of the stock option award. The estimated expected equity instrument life is based primarily on management’s estimate. The Company has not paid dividends in the past and does not plan to pay any dividends in the future. The assumptions used are comparable to the assumptions used in our FAS 123(R) calculation (see Note 2).
| 8. | First Commercial Bank of Tampa Bay Line of Credit |
On August 30, 2006, Medical Group Services, Inc (MGSI), a subsidiary of MD Technologies Inc. (the “Company”) entered into a $300,000 line of credit agreement with First Commercial Bank of Tampa Bay. The maturity date is payable on demand and is secured by a personal guarantee by the President of MGSI, Anthony Maniscalco. We will pay interest as the line of credit is drawn upon at an annual percentage rate of Wall Street Journal Prime plus 1.500% percent (currently 9.75%). Under the terms of the agreement, we agree to pay the outstanding principle on demand, but if no demand is made, we agree to pay all the accrued interest on the balance outstanding from time to time in regular payments beginning September 9, 2006, then on the same day of each month thereafter. The proceeds of this line of credit may be used to fund acquisitions or to fund working capital requirements. As of September 30, 2006, the balance on this line of credit was $0.
| 9. | Subsequent Events |
Equity Raise
Since September 30, 2006, we have sold 405,000 shares of unregistered and unrestricted common stock ($.0001 par value) at a price of $1.00 per share in a private offering. The total amount received to date is $405,000. These funds will be used for working capital.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion in this Quarterly Report on Form 10-QSB regarding MD Technologies Inc., its business and operations includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1996. This report and the information incorporated by reference in it contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. The reader is cautioned that all forward-looking statements are necessarily speculative and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward looking statements. We do not have a policy of updating or revising forward-looking statements and thus it should not be assumed that silence by us over time means that actual events are bearing out as estimated in such forward looking statements.
When used in this Quarterly Report, the terms “ we,” “our,” “us,” and “MD Technologies” refers to MD Technologies Inc., a Delaware corporation.
Certain statements contained in this Management’s Discussion and Analysis are forward-looking statements. Actual results could differ materially from those encompassed within such forward-looking statements as a result of various factors.
General
For an understanding of the significant factors that influenced our results during the past three fiscal years, you should read the following discussion in conjunction with our consolidated financial statements and related notes. In addition, you should read the following discussion in conjunction with the Management’s Discussion and Analysis included in our Annual Report on Form 10-KSB for the year ended December 31, 2005.
The Quarter Ended September 30, 2006, Compared with the Quarter Ended September 30, 2005
| • | Total revenue increased 556% in the quarter ended September 30, 2006 to $1,697,843 from $258,747 in the quarter ended September 30, 2005. |
| • | Cost of Revenues increased 979% to $1,037,980. |
| • | Operating Expenses increased 121% to $1,138,915. |
| • | Net Loss increased 48% to $630,454 ($.15/share.) |
The Nine Months Ended September 30, 2006, Compared with the Nine Months Ended September 30, 2005
| • | Total revenue increased 581% in the nine months ended September 30, 2006 to $4,836,373 from $709,700 in the nine months ended September 30, 2005. |
| • | Cost of Revenues increased 1,014% to $2,832,179. |
| • | Operating Expenses increased 156% to $3,974,215. |
| • | Net Loss increased 126% to $2,631,927 ($.65/share.) |
During the three and nine months ended September 30, 2006, we continued to utilize our strategy of growing our business both internally and via acquisition. We also focused on realizing cost savings through the consolidation of two of our operation centers in Tampa, Florida. On May 15, 2006, we acquired certain assets of Billing Associates, LLC, a RCM (Revenue Cycle Management) company in Tampa, Florida. As part of this acquisition, we acquired 12 billing service contracts with physicians’ groups serving more than 60 physicians in Florida. In the first quarter of 2006, we acquired the outstanding stock of Premier Medical Consultants, Inc., a RCM company in Largo, Florida. Through the acquisition of
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Premier Medical Consultants, LLC., we acquired 21 billing service contracts with physicians’ groups. These contracts represent relationships with 61 physicians. The contracts are with physicians’ groups in Florida and Georgia. During the fourth quarter of 2005, we acquired Medical Group Services, Inc., also a RCM company in Tampa, Florida. As part of the acquisition of Medical Group Services, Inc., we acquired 29 billing service contracts with physicians’ group. These acquired contracts represent relationships with 164 physicians in the states of Florida, Texas, New York, and Connecticut. We also continued our strategy of achieving internal customer and revenue growth via our sales and marketing and our referral network. We also continued to enhance our Medtopia suite of products and services through the efforts of our programming and operations staff.
In order to fund our acquisition efforts, and to continue our investment in sales, marketing, and R&D, we utilized the proceeds of our public debt offering that concluded in July 2005. We raised $5,000,000 through the sale of 7.5% convertible bonds in July 2005. We used these funds to purchase Medical Group Services, Inc. in October of 2005 and Premier Medical Consultants, Inc. in February 2006. In May of 2006, we entered into a $1.6 million loan agreement with BancorpSouth, Baton Rouge, Louisiana. We have used these proceeds to purchase Billing Associates, LLC in May of 2006. We have also used these proceeds to support our net losses as we have continued to invest in our sales, marketing, research and development, and other growth strategies.
Results of Operations
Revenues
Total revenue increased from $258,747 in the quarter ended September 30, 2005, to $1,697,843 in the quarter ended September 30, 2006, a 556% increase in total revenue. Total revenue increased from $709,700 in the nine months ended September 30, 2005 to $4,836,373 in the quarter ended September 30, 2006, a 581% increase in total revenue.
The increase in revenue for both the three month period and nine month period is related to the revenue associated with the acquisitions of Medical Group Services Inc., Premier Medical Consultants, Inc., Billing Associates, LLC, and the revenue associated with the continued organic growth of the company and its Medtopia suite of products and services. Revenue generated from Medical Group Services, Inc. during the quarter and nine months ended September 30, 2006, was $827,770 and $2,278,185, respectively. Revenue generated from Premier Medical Consultants, Inc. during the quarter and nine months ended September 30, 2006, was $531,332 and $1,573,317, respectively. Revenue generated from Billing Associates, LLC. from the acquisition date until September 30, 2006, was $249,958. Revenue from the Medtopia suite of products and services decreased from $204,863 in the quarter ended September 30, 2005 to $256,790 in the quarter ended September 30, 2006, an increase of $52,107 and 25%. Revenue from the Medtopia suite of products and services increased from $565,470 in the nine months ended September 30, 2005 to $776,142 in the nine months ended September 30, 2006, an increase of $210,672 and 37%.
Costs of Revenues
The Cost of Revenues increased 979% from $96,203 for the quarter ended September 30, 2005, to $1,037,980 for the quarter ended September 30, 2006, primarily as a result of personnel and other expenses associated with servicing the customer base acquired via our three recent acquisitions and the hiring of additional personnel to service the growing customer base and demand of our products and services. As a result, Cost of Revenues Direct Salaries increased from $50,763 in the quarter ended September 30, 2005 to $486,787, an increase of $436,024 and 859%. $460,015 of the $486,787 of Cost of Revenues Direct Salaries is associated with personnel costs associated with our three acquisitions. We did not own Medical Group Services, Inc., Premier Medical Consultants, Inc or Billing Associates, LLC in the third quarter of 2005. Contracted Services increased from $0 in the quarter ended September 30, 2005 to $327,307 in the quarter ended September 30, 2006. With the addition of our acquisitions, we began utilizing contracted resources, in addition to employees, to provide services to our customers. We did not use any contracted resources in the quarter ended September 30, 2005. Other Cost of Revenues also increased 833% from $21,686 in the quarter ended September 30, 2005 to $202,254 in the quarter ended September 30, 2006. This increase is related to the costs associated with servicing the new customers acquired in our three recent acquisitions and the costs associated with servicing our internally generated new customers.
The Cost of Revenues for the nine months ended September 30, 2006 increased 1,014% from $254,172 in the period ended September 30, 2005 to $2,832,179 in the period ended September 30, 2006. This increase is a result of personnel and other expenses associated with servicing the customer base acquired via our three recent acquisitions and the hiring of
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additional personnel to service the growing customer base and demand of our products and services. As a result, Cost of Revenues Direct Salaries increased from $127,224 in the nine months ended September 30, 2005 to $1,317,274, an increase of $1,190,050 and 935%. $1,216,241 of the $1,317,274 of Cost of Revenues Direct Salaries is associated with personnel costs associated with our three acquisitions. We did not own Medical Group Services, Inc., Premier Medical Consultants, Inc or Billing Associates, LLC in the nine-month period ended September 30, 2005. Contracted Services increased from $0 in the nine months ended September 30, 2005 to $896,657 in the nine months ended September 30, 2006. With the addition of our acquisitions, we began utilizing contracted resources, in addition to employees, to provide services to our customers. We did not use any contracted resources in the nine months ended September 30, 2005. Other Cost of Revenues also increased 1,031% from $48,236 in the nine months ended September 30, 2005 to $545,375 in the nine months ended September 30, 2006. This increase is related to the costs associated with servicing the new customers acquired in our three recent acquisitions and the costs associated with servicing our internally generated new customers.
Operating Expenses
Three months Ending September 30, 2006
Our operating expenses increased significantly from $515,937 in the quarter ended September 30, 2005 to $1,138,915 in the quarter ended September 30, 2006, an increase of 121%. This increase in operating expense resulted in a greater loss from operations of $479,052 in the quarter ended September 30, 2006 compared to a loss from operations of $353,393 in the quarter ended September 30, 2005. The increase in operating expenses is a result of the operating expenses associated with our three recent acquisitions, the adoption of FAS 123(R), and the Board of Directors resolution to grant stock compensation for Board of Directors and Audit Committee meetings attended.
Compensation expense increased $184,269 from $289,178 in the quarter ended September 30, 2005 to $473,807 in the quarter ended September 30, 2006. Of this increase, $159,834 is due to the personnel expense associated with operating our three acquired companies. $11,637 of $184,269 increase in compensation expense is attributable to the adoption of FAS 123(R) beginning January 1, 2006. Under the provision of FAS 123(R), we are required to value and expense stock options granted to employees and directors. $11,500 of the $184,269 increase in compensation expense is attributable to a Board of Directors resolution, whereby all Board of Directors and Audit Committee meetings attended are compensated with company stock and expensed as incurred. The remaining variances of compensation expense were minor and resulted in the remainder of the increase. Depreciation and Amortization increased from $14,112 in the quarter ended September 30, 2005 to $390,613 in the quarter ended September 30, 2006, an increase of $376,501 or 2,668%. This increase is primarily a result of the amortization expense associated with the contracts acquired in our three acquisitions. The company is aggressively amortizing these contracts over the life of their original term. This resulted in amortization expense related to purchased contracts of $346,557 in the quarter ended September 30, 2006. There was no amortization expense related to purchased contracts in the quarter ended September 30, 2005. Other variances in Depreciation and Amortization accounts were minor and resulted in the remainder of the increase. Selling, general, and administrative expenses increased from $212,647 in the quarter ended September 30, 2005 to $274,495 in the quarter ended September 30, 2006, an increase of $61,848 or 29%. This was also due primarily to the operating costs associated with running our three new subsidiaries. These subsidiaries were not part of MD Technologies Inc. in the third quarter of 2005.
Nine months ending September 30, 2006
Our operating expenses increased significantly from $1,551,779 in the nine months ended September 30, 2005 to $3,974,215 in the nine months ended September 30, 2006, an increase of 156%. This increase in operating expense resulted in a greater loss from operations of $1,970,021 in the nine months ended September 30, 2006 compared to a loss from operations of $1,096,251 in the nine months ended September 30, 2005. The increase in operating expenses is a result of the operating expenses associated with our three recent acquisitions, the adoption of FAS 123(R), and the Board of Directors resolution to grant stock compensation for Board of Directors and Audit Committee meetings attended.
Compensation expense increased $870,029 from $943,859 in the nine months ended September 30, 2005 to $1,813,888 in the nine months ended September 30, 2006. Of this increase, $480,131 is due to the personnel expense associated with operating our three acquired companies. $66,772 of $870,029 increase in compensation expense is attributable to the adoption of FAS 123(R) beginning January 1, 2006. Under the provision of FAS 123(R), we are required to value and expense stock options granted to employees and directors. $94,145 of the $870,029 increase in Compensation expense is attributable to a Board of Directors resolution, whereby all past and future Board of Directors and Audit
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Committee meetings attended are compensated with company stock. As a result of this resolution, we recorded $82,645 related to past meetings attended by Board of Directors and Audit Committee members dating back to fiscal year 2003. Due to this resolution, going forward the expense associated with these meeting will be expensed on the date of the meeting. The remaining portion of the $870,029 of the compensation expense increase is attributable to an increase in the number of personnel related to the three acquisitions the Company completed since October 31, 2005. Depreciation and Amortization increased from $53,779 in the nine months ended September 30, 2005 to $1,234,411 in the nine months ended September 30, 2006, an increase of $1,180,632 or 2,195%. This increase is primarily a result of the amortization expense associated with the contracts acquired in our three acquisitions. The company is aggressively amortizing these contracts over the life of their original term. This resulted in amortization expense related to purchased contracts of $1,112,661 in the nine months ended September 30, 2006. There was no amortization expense related to purchased contracts in the nine months ended September 30, 2005. Other variances in Depreciation and Amortization accounts were minor and resulted in the remainder of the increase. Selling, general, and administrative expenses increased from $554,140 in the nine months ended September 30, 2005 to $925,916 in the nine months ended September 30, 2006, an increase of $371,776 or 67%. This was also due primarily to the operating costs associated with running our three new subsidiaries. These subsidiaries were not part of MD Technologies Inc. in the first nine months of 2005.
Liquidity and Capital Resources
Our cash and cash equivalents decreased by 90% from $2,454,897 at the beginning of the year to $234,635 at September 30, 2006 for a total cash decrease of $2,220,262. The decrease in cash is due to using $1,649,000 to acquire the outstanding shares of common stock of Premier Medical Consultants, Inc. and $862,920 to acquire certain assets of Billing Associates, LLC. We utilized another $1,657,203 to fund our operating loss, our capital improvements and debt services but we were able to offset this utilization as a result of receiving cash proceeds of $1,600,000 by securing a note payable to BancorpSouth (see Note 5) for $1,600,000 in May 2006.
As of September 30, 2006, we had a working capital deficit of $1,554,494. As of September 30, 2006, we had a stockholders’ equity deficit of $2,169,574 due primarily to the accumulation of net losses. The $234,635 of cash on hand is being used as working capital in order to fund sales and marketing, operations, and the research and development of our products and services. In addition, portions of the proceeds have and will be used to fund capital expenditures and debt service. At the beginning of the third quarter, several of our executives had agreed to a reduction in compensation to reduce our cash usage. This salary reduction did not result in a liability for the Company. The cash on hand is expected to satisfy our cash and working capital requirements for the next several months.
As discussed in Note 9, Since September 30, 2006, we have sold 405,000 shares of unregistered and unrestricted common stock ($.0001 par value) at a price of $1.00 per share in a private offering. The total amount received to date is $405,000. The proceeds from this private offering will be used to fund our internal growth strategy by means of sales, marketing, and continued research and development.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions. Critical accounting policies are those policies that can have a significant impact on our financial position and results of operations and require complex judgments and the most significant use of these subjective estimates and assumptions. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Specific risks inherent in our application of these critical policies are described below. For all of these policies, we caution that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment. These policies also often require difficult judgments on complex matters that may be subject to multiple sources of authoritative guidance.
Revenue
The Company recognizes revenue from the sale of third-party hardware and software products upon shipment from the Company. Title transfers FOB shipping point. Revenue from professional services is recognized upon completion of the work and notification from the customer of their acceptance. Revenue from software licensing is
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recognized in accordance with Statement of Position 97-2, Software Revenue Recognition. Revenue from software licensing is recognized when delivery of the software has occurred, a signed non-cancelable license agreement has been received from the customer, and any remaining obligations under the license agreement are insignificant. Revenue associated with agreements to provide product support services is recognized as related services are provided. Revenue from annual or other renewals of maintenance contracts is deferred and recognized on a straight-line basis over the term of the contracts.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for renewals and improvements are capitalized while expenditures for repairs and maintenance are charged to operations as incurred. Depreciation and amortization of property and equipment are computed by the straight-line method at rates adequate to allocate the cost of applicable assets over their estimated useful lives.
Costs of computer software developed for external uses and costs associated with technology under development are capitalized. Amortization is recorded for each of the Company’s products separately, using the greater of a) the amount calculated under the straight-line method over the remaining estimated economic life of each product, or b) the amount calculated using the ratio of current year revenue to projected total revenue for each product. Capitalization of costs begins when conceptual and design activities have been completed, technological feasibility is assured, and when management has authorized and committed to fund a project. Costs capitalized include external and internal costs of labor, materials, and services. Costs associated with training and general and administrative activities are expensed as incurred. The Company does not develop nor capitalize software for internal purposes.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Item 6. Exhibits and Reports on Form 8-K.
Exhibits.
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
| Exhibit Number | Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MD Technologies Inc. | ||||
| (Registrant) | ||||
| Date: November 13, 2006 | By : | /s/ William D. Eglin | ||
| William D. Eglin | ||||
| President & Chief Executive Officer | ||||
| By: | /s/ William D. Eglin | |||
| William D. Eglin | ||||
| Chief Financial Officer | ||||
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