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, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to___________
Commission file number 0-5186
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OCG TECHNOLOGY, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 13-2643655
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
450 West 31st Street, New York, New York 10001
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(Address of principal executive offices)
(212) 967- 3079
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(Issuer's telephone number)
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(Former name, address and former fiscal year, if changed since last report)
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. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Class Shares Outstanding at December 24, 1998
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Common Stock ($.01 par value) 29,828,224 Shares
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX
PART I. - FINANCIAL INFORMATION PAGE NUMBER
Consolidated Condensed Balance Sheets
September 30, 1998 and June 30, 1998 1
Consolidated Condensed Statements of Loss for the
Three Months Ended September 30, 1998 and 1997 2
Consolidated Condensed Statements of Cash Flow for
the Three Months Ended September 30, 1998 and 1997 3
Notes to Consolidated Condensed Financial Statements 4
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, 1998 JUNE 30, 1998
ASSETS (UNAUDITED) (AUDITED)
Current Assets:
Cash $ 349,106 $ 475,323
Receivables, trade 73,807 44,380
Demand notes receivable 30,250 177,500
Other current assets 3,656 109,701
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Total current assets 456,819 806,904
Property and equipment, net of
accumulated depreciation of
($476,050) ($459,941) 148,344 156,078
Proprietary technology, net of
accumulated amortization of
($3,068,423) ($3,051,806) 311,317 280,552
Other assets 184,199 115,115
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Total assets $ 1,100,679 $ 1,358,649
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 110,585 $ 151,740
Note Payable - related party 11,344 11,344
Due to Officer (non-interest bearing) 15,121 15,121
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Total current liabilities 137,050 178,205
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Shareholders' equity: (Note 4)
Preferred stock $.10 par value, Series E 10,000 10,000
Common stock $.01 par value 298,282 298,282
Additional paid-in capital 23,542,486 23,542,486
Deficit (22,320,139) (22,078,074)
Subscription receivable (504,500) (529,750)
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1,026,129 1,242,944
Less treasury stock, at cost (62,500) (62,500)
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Total shareholders' equity 963,629 1,180,444
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Total liabilities and shareholders' equity $ 1,100,679 $ 1,358,649
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See accompanying notes to consolidated condensed financial statements
1
<CAPTION
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
1998 1997
Revenue:
Sales $ 287,253 $ 208,599
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Costs and expenses:
Cost of sales 129,696 64,495
Marketing, general and
administrative 402,597 471,350
Interest - net (2,975) (257)
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Total Expenses 529,318 535,588
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Net Income (Loss) $ (242,065) $ (326,989)
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Weighted average number of
shares outstanding
during period 29,828,224 24,516,759
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Loss per Common Share $ (0.01) $ (0.01)
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See accompanying notes to consolidated condensed financial statements
2
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $(242,065) $(326,989)
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Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 33,080 186,428
Issuance of stock and warrants for services 0 7,500
Amortization of unearned compensation 0 0
Amortization of Black Scholes valuation 22,013 0
Changes in assets and liabilities
(Increase) decrease in receivables (29,427) 9,701
(Increase) decrease in demand notes 147,250 108,500
(Increase) decrease in other current assets 106,045 (3,495)
(Increase) decrease in property and equipment (8,375) (3,039)
(Increase) decrease in Proprietary Technology (47,383) 0
(Increase) decrease in other assets less
Black Scholes value (91,450) 0
(Decrease) in accounts payable and
accrued expenses (41,155) (58,323)
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Total adjustments 90,598 247,272
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Net cash used in operating activities (151,467) (79,717)
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Cash flows from financing activities:
Increase (decrease) in due to shareholders 0 0
(Increase) decrease in subscription receivable 25,250 0
Proceeds from issuance of common stock 0 0
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Net cash changes from
financing activities 25,250 0
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Net increase (decrease) in cash (126,217) (79,717)
Cash, beginning of period 475,323 167,996
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Cash, end of period $349,106 $ 88,279
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See accompanying notes to consolidated condensed financial statements
3
OCG TECHNOLOGY, INC. AND UBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to
present fairly the financial position as of September 30, 1998 and
the results of operations for the three months ended September 30,
1998 and 1997 and the statements of cash flows for the three months
ended September 30, 1998 and 1997. The June 30, 1998 balance sheet
has been derived from the Company's audited financial statements.
The results of operations for the three months ended
September 30, 1998 are not necessarily indicative of the results to
be expected for the full year.
While the Company believes that the disclosures presented
are adequate to make the information not misleading, it is suggested
that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-KSB.
The accompanying consolidated financial statements have been
prepared on a going concern basis which contemplates continuity of
operations and realization of assets and liquidation of liabilities
in the ordinary course of business. Because of significant operating
losses, the Company's ability to continue as a going concern is
dependent upon its ability to obtain sufficient additional financing
and, ultimately, upon future profitable operations. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence.
2. Earnings per share is computed using the weighted average
number of shares outstanding during the periods. The effect of
warrants outstanding would be anti-dilutive.
3. Other assets decreased due primarily to the amortization
of the value previously assigned under a Black Scholes calculation
to warrants issued for marketing and corporate services to be
rendered and rent and other services. This value continues to be
amortized over the life of the services rendered .
4. Capital Changes:
There were no capital changes during the three months ended
September 30, 1998.
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A SUMMARY OF INCREASES (DECREASES) IN THE ITEMS INCLUDED IN
THE CONSOLIDATED STATEMENTS OF LOSS IS SHOWN BELOW:
General
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The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and Notes thereto
appearing elsewhere herein. The following discussion contains
predictions, estimates and other forward-looking statements that
involve a number of risks and uncertainties While this outlook
represents the Company's current judgment on the future direction of
the business, such risks and uncertainties could cause actual
results to differ materially from any future performance suggested
herein.
The Company has experienced recurring losses from operations and has
relied on the sale of equity interests in the Company to fund its
operations. If necessary, the Company intends to provide additional
working capital through the sale of equity interests in the Company.
Although, in the past, the Company has been able to provide working
capital through the sale of equity interests in the Company, there
can be no assurances that the Company will succeed in its efforts,
which creates a doubt about its ability to continue as a going
concern.
Results of Operations
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Total revenues increased $78,654 for the three months ended
September 30, 1998 as compared to the same period for 1997 primarily
as a result of an increase in the three month revenues of
Mooney-Edwards Enterprises, Inc. ("MIS"), a subsidiary of the
Company. Cost of sales increased by $65,201 for the three months
ended September 30, 1998 as compared to the same period for 1997.
The sales of OCG Technology, Inc. ("OCGT"), Prime Care Systems, Inc
("PSI"), a subsidiary of the Company and MIS were $0, $3,000 and
$283,912 respectively, for the three months ended September 30, 1998.
Marketing, general and administrative expenses decreased $68,753 for
the three months ended September 30, 1998 as compared to the same
period for 1997. OCGT's expense increased and PSI's expenses
decreased in the three months ended September 30, 1998 as compared
to the same period in 1997. OCGT's expense increased due to
increased marketing salaries and increased corporate expenses,
including amortization of Black Scholes valuations. PSI's expenses
decreased due to a reduction in amortization as a result of the
completion of write off of the value of the DOS version of the
PrimeCare System and capitalization of costs of the Windows version
of the PrimeCare Patient Management System.
Liquidity and Capital Resources
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At September 30, 1998 the Company had a current ratio of 3.33 to 1
compared to 1.43 to 1 as of September 30,1997. The net loss from
operations for the three months ended September 30 1998 was $242,065
of which loss non-cash charges of $55,093 accounted for 23% of the
total loss from operations. The Company has experienced recurring
losses from operations and has been unable to provide sufficient
working capital from operations and has relied significantly on the
sale of equity interests in the Company, and the exercise of
warrants and loans from shareholders to fund its operations. The
Company's auditors have included an explanatory paragraph regarding
the ability of the Company to continue as a "going concern".
Cash on hand and accounts receivable were $422,913 at September 30,
1998. The Company also has $534,250 of demand notes due principally
from officers and directors related to their exercise of warrants.
In addition, the Company has Cardiointegraph equipment, in the final
stages of manufacture, which will be available to lease on a fee for
service basis. In the past, the Company's principal means of
overcoming its cash shortfalls from operations was from the sale of
the Company's common stock. During the three months ended September
30, 1998, the Company did not need to raise any cash through the
sale of equity interests and no warrants were exercisable during
that period. Although, in the past, the Company has been able to
provide working capital through the sale of equity interests in the
Company and through the exercise of warrants, there can be no
assurances that the Company will succeed in its efforts.
PSI, a Delaware corporation, was acquired by the Company as
of May 16, 1994. PSI owns all right, title and interest in the
PrimeCareTM System, which is protected by copyrights. The
PrimeCareTM System is a patient-centered, interactive, computer
program that brings efficiencies to the patient/physician encounter
while improving the standard of care and reducing costs. Patients
interact directly with the PrimeCareTM System, during what is
usually waiting time. A detailed patient history is obtained without
taking any of the physician's time. Patients are seated at a
computer and answer complaint-specific questions by using just the
number keys to indicate answers that apply to them; no typing or
computer skills are required. The software also has bilingual
capabilities, allowing Spanish-speaking patients to interact in
their preferred language. When the patient questionnaire is
completed, the PrimeCareTM System creates a preliminary report for
the physician to review before examining the patient. The
preliminary report contains the patient's current problems,
medications and allergies, all positive and significant negative
subjective responses, vital signs and a list of the diagnostic
considerations triggered by the patient's responses. By freeing up
the time physicians would normally have to spend asking patient
history questions and recording responses, PrimeCareTM permits
physicians to see more patients in less time , while improving the
quality of care. The PrimeCareTM System is also easy for the
physician to understand and use . The same simple key stroke process
lets the physician document: his physical findings, his assessment,
the treatment plan, the prescribed medications and select patient
education materials. At the conclusion of the encounter a final
report of the visit , patient educational materials, and
prescriptions are printed for the patient.
The principal markets for the PrimeCare(TM) System are
ambulatory/outpatient medical facilities, such as, primary care
physicians, medical clinics and staff health maintenance organizations.
The PrimeCare(TM) System has harnessed the computer to bring
efficiency to the management of a medical practice. The
PrimeCare(TM) System: standardizes the patient record; assures
consistency in patient care; creates a patient database for clinical
and outcomes research; offers, both local and remote, means for
utilization review and quality assurance audits; improves the
quality of care; increases efficiency and productivity of the
physician's practice; automatically generates a problem list;
incorporates patient care algorithms and clinical practice
guidelines; permits, both local and remote, on-line electronic
retrieval of patient record and hard copy print out with appropriate
security controls; enables rapid access to important patient data
for clinical care; contains and provides patient education,
complaint oriented and medication specific; provides physician
reference materials.
The PrimeCare(TM) System requires continual: (1) updates of
medical content; (2) additions and enhancements to expand the scope
of the system; and (3) incorporation of advances in both hardware
and software technology to maintain a "state of the art" system. On
September 15, 1995, the Company entered into an agreement with the
Mount Sinai School of Medicine ("MSSM") which provides for the MSSM
to assume the task of updating and enhancing the medical content of
the PrimeCare(TM) System. The Company has completed development of
the Windows 95/NT version of the PrimeCare(TM) System and has also
completed an interface which enables the PrimeCare(TM) System to
communicate with other systems used in medical facilities. This
provides a method for these systems to transfer information to the
PrimeCare(TM) System, such as patient demographics and appointment
scheduling. The Company has also completed its side of interface
capabilities to enable the PrimeCare(TM) System to transfer
information (such as billing information including E&M codes, ICD9
codes and CPT codes) to these other systems. The Company has ceased
supporting its DOS version of the PrimeCare(TM) System.
The Company has also completed other enhancements and
features to the operation of the PrimeCare(TM) System which includes:
(1) The addition of voice command recognition capability
enables the physician to use voice commands instead of keystrokes or
mouse clicks to document normal & abnormal physical findings, the
assessment, select tests, treatment plan, prescriptions, drug
interaction checks, patient education materials to be dispensed and
schedule follow-up visits.
(2) As an additional option, a Touch screen may be used by
the patient and physician instead of the key board, mouse or voice
command recognition. All keystrokes, mouse clicks or voice commands
are duplicated by the touch screen hardware and software.
(3) The PrimeCareTM System can now use Microsoft's SQL
Server, in addition to Interbase, as a database. This expands the
flexibility of the PrimeCareTM System since it enables medical
facilities that are using MS SQL Server database for practice
management systems and other software to add PrimeCareTM without
purchasing an additional database. Both databases support
distributed processing in local and wide area networks.
(4) The Company has introduced PrimeCareTM on the Web,
which is a secure Internet enhanced version of the PrimeCareTM
System. PrimeCareTM on the Web enables the patient to complete one,
or more, detailed medical history questionnaires that relate to the
patient's chief complaint, as selected by their physician. The
patient, using a unique ID and password, can securely and
anonymously complete the questionnaire(s) from the comfort of their
home, workplace, school, vacation site or even while waiting to see
their physician, if Internet capability is available. The medical
report generated for the physician contains the patient's responses,
and a list of differential diagnoses associated with the patient's
responses. The report highlights the significant diagnoses and
enables the physician to choose an appropriate preliminary course of
action.
The Company has commenced marketing the Windows 95/NT
version of the PrimeCareTM System. The marketing of the PrimeCareTM
System was initiated in the northwest Florida area through MIS (see
below). Installations were limited to two sites to enable both PSI
and MIS to review and evaluate the procedures established for
installation and training. This initial commercial marketing of the
PrimeCareTM System has been very successful. In the first medical
practice in which the PrimeCareTM System was installed efficiency
radically improved. The number of patients seen during normal office
hours increased two patients per hour through use of the PrimeCareTM
System . At the same time, the documentation of the patient record
and the quality of care greatly improved. This was substantiated
during a periodic review of the medical records of this medical
practice, conducted by a large nationally known managed health care
plan (the "Plan"), an insurance carrier with whom the physician has
contracted. The Plan's reviewer evaluated the medical records
maintained by this medical practice and gave a score of 100, based
on a scale of 0 to 100. The reviewer's comments stated: "There has
been a recent improved documentation product called PrimeCare that
will greatly improve the quality of care and continuity of care for
the patients." Based information and experience learned during the
initial marketing program, the Company made modifications and
improvements to enhance the PrimeCareTM System.
Thereafter, a program was commenced to recruit distributors
to market the PrimeCare(TM) System. The type of distributors sort
by the Company are those who currently sell, install and service
medical office and billing systems to medical facilities. MIS (see
"Medical Information Systems" below) is the first of such dealers to
be recruited and has licensed and installed the Windows 95/NT
version of the PrimeCare(TM) System in medical facilities on a pay
per use basis. Having reached the point in product development where
a full marketing effort was desirable, the Company during January
1998 engaged an experienced healthcare professional, as Exec. V.P.,
whose primary responsibility was to review existing plans and to
modify and enhance these plans to develop a comprehensive sales and
marketing program and thereafter carry-out this program. These
marketing and sales program has been completed, including creation
and printing of new product literature, and a new exhibit booth. The
completed plans call for the PrimeCareTM System to be marketed
primarily through the following business models:
(a) recruitment of value added resellers ("VARs")
and authorized dealers
(b) direct sales to large at-risk healthcare entities
(c) private labeling opportunities
Full product roll-out commenced in the end of May at a
medical conference in San Antonio where the Company participated as
an exhibitor. Exhibiting the Company's products at selected health
care industry conventions is a component of the marketing and sales
program. The Company appeared as an exhibitor at two health care
industry conventions in the month of October. Several VARs, who
sell, install, and service, billing systems to medical facilities,
have agreed to market the PrimeCareTM System. However, no assurances
can be given that the Company's marketing plan will succeed.
The Company markets the PrimeCareTM System as a service, on
a pay for use basis, with a maximum charge of $2.00 per patient
visit. This charge per patient visit has been increased from $1.50.
This marketing method eliminates a significant financial commitment
to purchase the software, plus monthly maintenance charges for
updates, and ties the cost directly to use. Physician users have
stated that the financial benefits derived by the physician from
use of the PrimeCareTM System exceeds the $2.00 cost per patient
visit. One such benefit is the elimination of the need to dictate,
transcribe and then review the transcription of the entire patient
record. Transcribing costs range between $4 and $7 per page.
The CodeComplierTM
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The Company has completed development of software which
computes the E&M code. Designed to be used in conjunction with the
Company's PrimeCareTM System, CodeComplierTM takes the guess work
out of E&M compliance. As each item of information is entered into
and collected by the PrimeCareTM System during the patient
encounter, the CodeComplierTM organizes the data in the proper
classification and using the 1997 HCFA guidelines, automatically
calculates the applicable E&M code.
Since the CodeComplierTM automatically calculates the
applicable E&M code from data collected by the PrimeCareTM System
during the patient encounter, it totally eliminates the time and
effort which would otherwise be required by physician office
personnel to complete this task. The marketing strategy is to offer
the CodeComplierTM to medical facilities interested in the
PrimeCareTM System. The Company markets the CodeComplierTM as a
service, on a pay for use basis, with a maximum charge of $1.00 per
patient visit. This pricing method conforms to the Company's
philosophy of tying the product's cost directly to its use. The
Company believes that the saving in labor costs and other financial
benefits derived by the physician from use of the CodeComplierTM
far exceeds the $1.00 cost per patient visit.
According to the American Medical Association, there are
over 650,000 physicians in the U.S., creating a very large potential
market for the System. The Company estimates that as many as 250,000
of these physicians could use the System routinely. It is estimated
that the average number of patient visits per month for a primary
care physician is between 500 and 600. Assuming 500 patient visits
per month at a combined total fee for the PrimeCareTM System and the
CodeComplierTM of $2.00 per visit, each 100 physicians using the
System could generate revenues of $1,200,000 per year for the
Company. However, no assurances can be given that a significant
number of physicians will contract for and use the PrimeCareTM
System and the CodeComplierTM.
The Company's wholly owned subsidiary, Mooney-Edwards
Enterprises, Inc. d/b/a Medical Information Systems ("MIS"), a
Florida corporation was acquired by the Company on June 25, 1992.
MIS has been a growing operation in a segment of the medical field.
MIS markets computer systems to providers of medical services. The
packages include hardware, software, staff training and provides for
an annual service contract. In addition to the basic accounts
receivable and insurance billing applications, MIS can provide the
offices with appointment scheduling, accounts payable, general
ledger, payroll and word processing programs. The service contracts
provide for ongoing software upgrades, continuing education and
system maintenance.
The turnkey packages sold by MIS primarily use the "Medical
Manager" ("MM") software program. MIS is the area dealer for MM
which is reputed to be the most widely used software package in the
medical industry. As stated above MIS is now also marketing the
PrimeCare(TM) System to its current customers and other medical
facilities.
In the past, the Company sold its Cardiointegraph ("CIG"), a
proprietary heart diagnostic instrument for the early detection of
coronary heart disease, through medical distributors, a sales and
marketing method employed by other medical equipment manufacturers.
Although Cardiointegraphs were sold for ten consecutive fiscal years
and the end user purchasers (i.e., physicians and corporate and
governmental medical departments) appear to find the unit useful,
the CIG business segment has been unable to generate sufficient
revenues to fund its operations or to operate at a profit. The
Company believes that lack of universal reimbursement for the CIG
has hindered its attempt to sell the CIG.
The Company believes that marketing the CIG technology as a service,
with a minimal fee charged to the physician per CIG generated, may
free the physician from the general reluctance of physicians to
purchase medical diagnostic equipment not reimbursed by Medicare.
The Company believes that it could provide sufficient working
capital from operations through marketing the Window 95/NT version
of the PrimeCareTM System, CodeComplierTM, PrimeCareTM on the Web
and expanding the operations of MIS.
Currently, the Company has no lines of credit and has no material
commitments for capital expenditures outstanding.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27. - Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized.
OCG TECHNOLOGY, INC.
BY /s/Edward C. Levine
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EDWARD C. LEVINE,
PRESIDENT
BY /s/Erich W. Augustin
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ERICH W. AUGUSTIN,
EXECUTIVE VICE PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)
DATE : January 8, 1998