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, 1999
[ ] 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 October 24, 1999
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Common Stock ($.01 par value) 30,749,057 Shares
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
INDEX
PART I. - FINANCIAL INFORMATION PAGE NUMBER
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Consolidated Condensed Balance Sheets
September 30, 1999 and June 30, 1999 1
Consolidated Condensed Statements of Loss for
the Three Months Ended September 30, 1999 and 1998 2
Consolidated Condensed Statements of Cash Flow for
the Three Months Ended September 30, 1999 and 1998 3
Notes to Consolidated Condensed Financial Statements 4
Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
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, 1999 JUNE 30, 1999
ASSETS (UNAUDITED) (AUDITED)
Current Assets:
Cash $ 232,098 $ 103,408
Receivables, trade 10,762 8,468
Demand notes receivable 0 0
Other current assets 144,661 193,979
Net assets held for sale 30,421 30,421
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Total current assets 417,942 336,276
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Property and equipment, net of accumulated depreciation of
($496,645) ($482,020) 111,937 123,023
Other assets 1,480 3,180
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Total assets $ 531,359 $ 462,479
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 53,789 $ 53,591
Notes Payable 21,844 21,844
Due to Officer (non-interest bearing) 15,121 15,121
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Total current liabilities 387,421 90,556
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Net deposit received for sale of subsidiary 296,667 0
Shareholders' equity: (Note 4)
Preferred stock $.10 par value, Series E 10,000 10,000
Common stock $.01 par value 307,615 305,815
Additional paid-in capital 24,000,777 23,951,577
Deficit (23,750,954) (23,471,969)
Subscription receivable (361,000) (361,000)
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206,438 434,423
Less treasury stock, at cost (62,500) (62,500)
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Total shareholders' equity 143,938 371,923
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Total liabilities and shareholders' equity $ 531,359 $ 462,479
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See accompanying notes to consolidated condensed financial statements
1
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
1999 1998
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Revenue:
Sales $ 4,500 $ 287,253
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Costs and expenses:
Cost of sales 0 129,696
Marketing, general and administrative 284,019 402,597
Interest - net (531) (2,975)
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Total Expenses 283,488 529,318
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Net Income (Loss) $ (278,988) $ (242,065)
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Weighted average number of Common
Shares outstanding during period 30,718,514 29,828,224
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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,
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1999 1998
Cash flows from operating activities:
Net income (loss) $ (278,988) $ (242,065)
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Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 14,625 33,080
Issuance of stock and warrants for services 6,000 0
Amortization of Black Scholes valuation 51,018 22,013
Changes in assets and liabilities
(Increase) decrease in receivables (2,294) (29,427)
(Increase) decrease in demand notes 0 147,250
(Increase) decrease in other current assets less Black Scholes value (1,700) 106,045
(Increase) decrease in property and equipment (3,536) (8,375)
(Increase) decrease in Proprietary Technology 0 (47,383)
(Increase) decrease in other assets less Black Scholes value 1,700 (91,450)
(Decrease) in accounts payable and accrued expenses 198 (41,155)
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Total adjustments 66,011 90,598
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Net cash used in operating activities (212,977) (151,467)
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Cash flows from investing activities:
Net deposit received for sale of subsidiary 296,667 0
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Cash flows from financing activities:
(Increase) decrease in subscription receivable 0 25,250
Proceeds from issuance of common stock 45,000 0
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Net cash changes from investing and financing activities 341,667 25,250
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Net increase (decrease) in cash 128,690 (126,217)
Cash, beginning of period 103,408 475,323
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Cash, end of period $232,098 $349,106
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See accompanying notes to consolidated condensed financial statements
3
OCG TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of the Company, (which, together with its subsidiaries,
unless the context otherwise requires, is referred to as the "OCGT"), 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, 1999 and the
results of operations for the three months ended September 30, 1999 and 1998
and the statements of cash flows for the three months ended September 30, 1999
and 1998. The June 30, 1999 balance sheet has been derived from the Company's
audited financial statements.
The results of operations for the three months ended September 30, 1999
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:
During the three months ended September 30, 1999, for services rendered
in accord with the terms of a consulting agreement, warrants were issued to
purchase a total of 15,000 shares of the Company's common stock at exercise
prices ranging between $0.40 to $0.42 per share with exercise dates of said
warrants expiring between July 1 to September 1, 2002. The Company reflected a
total expense of $6,000 for the three month period ending September 30, 1999.
During the three months ended September 30, 1999, 180,000 shares of the
Company's common stock were sold for $45,000 ($0.25 per share).
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 OCGT'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.
OCGT has experienced recurring losses from operations and has relied on the
sale of equity interests in OCGT to fund its operations. If necessary, OCGT
intends to provide additional working capital through the sale of equity
interests in OCGT. Although, in the past, OCGT has been able to provide
working capital through the sale of equity interests in OCGT, there can be no
assurances that OCGT 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 decreased $282,753 for the three months ended September 30,
1999 as compared to the same period for 1998 primarily as a result of the sale
the Medical Manager distributorship of Mooney-Edwards Enterprises, Inc.
("MIS"), a subsidiary of OCGT. This also resulted in a decrease in cost of
sales of $129,696 for the three months ended September 30, 1999 as compared
to the same period for 1998. The sales of OCG Technology, Inc. ("OCGT"),
andPrime Care Systems, Inc ("PSI"), a subsidiary of OCGT were $0 and $4,500
respectively, for the three months ended September 30, 1999.
Marketing, general and administrative expenses decreased $118,578 for the
three months ended September 30, 1999 as compared to the same period for 1998
primarily as a result of the sale of the MIS division and the reduction in
amortization as a result of the completion of the write off of the capitalized
costs of the PrimeCare Patient Management System and Internet developments.
Liquidity and Capital Resources
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At September 30, 1999 OCGT had a current ratio of 4.61 to 1 compared to 3.33
to 1 as of September 30,1998. The net loss from operations for the three
months ended September 30 1999 was $278,988 of which loss non-cash charges of
$71,643 accounted for 26% of the total loss from operations. OCGT 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 OCGT, and the exercise of warrants and loans from
shareholders to fund its operations. OCGT's auditors have included an
explanatory paragraph regarding the ability of OCGT to continue as a "going
concern".
Cash on hand and accounts receivable were $242,860 at September 30, 1999.
OCGT also has $361,000 of demand notes due related to their exercise of
warrants. In addition, OCGT has Cardiointegraph equipment, in the final stages
of manufacture, which will be available to lease on a fee for service basis.
In the past, OCGT's principal means of overcoming its cash shortfalls from
operations was from the sale of OCGT's common stock. During the three months
ended September 30, 1999, 180,000 shares of the Company's common stock were
sold for $45,000 ($0.25 per share). Although, in the past, OCGT has been able
to provide working capital through the sale of equity interests in OCGT and
through the exercise of warrants, there can be no assurances that OCGT will
succeed in its efforts.
Disposition of Assets.
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Although on August 2, 1999, pursuant to the terms ofan Asset Purchase
Agreement, Mooney-Edwards Enterprises, Inc.("MIS"), a wholly owned subsidiary
of OCGT, sold substantially all of the assets, as of July 28, 1999, to
Medical Manager Southeast, Inc.("MM") and MM assumed substantially all of
the liabilities related to operations as of July 28, 1999 for a purchase price
equal to Three Hundred Fifty Thousand Dollars and 00/100 ($350,000) plus an
amount equal to the value of the net assets as of July 28, 1999, the sale has
not been completed. However, a considerable portion of the sale has been
reflected in these financial statements. The sale was made under the dealer
acquisition program initiated by MM in 1997 when it became publicly held.
PrimeCare Systems, Inc.(" PSI"), a Delaware corporation, was acquired by OCGT
as of May 16, 1994. PSI owns all right, title and interest in the PrimeCareTM
System, which is protected by copyrights. (Hereafter "OCGT" shall mean OCGT
and/or PSI as the context.) 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. 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: 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, PSI entered into an
agreement with the Mount Sinai School of Medicine ("MSSM") which provides for
the MSSM to review the medical content of the PrimeCare(TM) System. OCGT 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. OCGT 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. OCGT has ceased
supporting its DOS version of the PrimeCare(TM) System.
OCGT has also completed other enhancements and features to the operation of
the PrimeCare(TM) System which include: (1) The addition of voice command
recognition capability to enable physicians 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.
The PrimeCare(TM) System is 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; and (c)
private labeling opportunities. The type of distributors sought by OCGT are
those who currently sell, install and service medical office and billing
systems to medical facilities. In addition, exhibiting the PrimeCareTM System
and CodeComplierTM at selected health care industry conventions is a component
of the marketing and sales program. 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 OCGT's marketing plan will
succeed.
OCGT 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. 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. OCGT estimates that as
many as 250,000 of these physicians could use the PrimeCareTM System
routinely.
OCGT has not identified any competitive patient management system which
embodies all the features of the PrimeCare(TM) System. However, other companies
market systems which may have some of the features of the PrimeCare(TM) System
and some companies market medical office products which perform different
functions than those performed by the PrimeCare(TM) System. To date, market
penetration by both PSI and its competitors has been very small.
OCGT has completed development of software which computes the E&M code.
Designed to be used in conjunction with the 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. OCGT 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 OCGT's philosophy of tying the product's cost directly to
its use. OCGT 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. The 1997 HCFA guidelines carry severe
penalties including imprisonment for violators. OCGT believes that
CodeComplier very marketable because it eliminates these problems. As a result
of the protests of the physicians medical association were suspended
indefinitely during April, 1998. It is generally believed that in part the
suspension was given to allow time for physicians to deal with the Y2K problem
and that the rules will be in effect in early 2000. OCGT believes that when
the HCFA guidelines are reinstated both the PrimeCareTM System and
CodeComplierTM will become very marketable. However, no assurances can be
given that OCGT's marketing plan will succeed.
PrimeCareTM Web Sites and activities
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OCGT has introduced PrimeCare on the WebTM , which is a secure Internet
enhanced version of the patient interactive medical history questionnaires of
the PrimeCareTM System. PrimeCare on the WebTM 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,
e.g., "come to my office"; "go to the emergency room of XYZ Hospital"; or
"take two aspirin", etc. All questions and answers are encrypted and all
communications use secure digital certificates. Use of PrimeCare on the WebTM
eliminates the time a physician would normally have to spend asking patient
history questions and recording responses, and permits the physician to see
more patients in less time, while improving the quality of care. Although
PrimeCare on the WebTM is free to the physician, it is designed to generate
revenues from three specific advertising opportunities: (a) banner advertising
on every page (average questionnaire consists of approximately 20 page views);
(b) geographical sponsorships by hospitals and medical providers based on
exclusive zip code defined areas; and (c) topical sponsorships by
pharmaceutical and medical product manufacturers that will target complaint-
specific questionnaires.
On April 15, 1999, OCGT announced that it has gone "live" online with its
innovative website www.YourOwnHealth.com TM . This Internet site facilitates
consumer access to quality medical information helping its users become more
knowledgeable about medical conditions and be better informed healthcare
consumers. The website hosts Internet versions of two sections of OCGT's
PrimeCareTM Patient Management System, a sophisticated software program
designed for physicians to electronically document the physician/patient
encounter. One of these sections, "Patient History Questionnaires", permits
the consumer to select and answer complaint-specific medical questionnaires.
Based on the consumer's responses to questions, a detailed report, which
includes possible diagnoses, is created. The patient can give this report to
their physician at the patient visit. The second section, "Patient Education
Materials", provides articles relating to diseases, disease management and
common medications, enabling the consumer to better understand medical
problems and conditions. Although www.YourOwnHealth.com TM is free to the
consumer, it is designed to generate revenues from three specific advertising
opportunities: (a) banner advertising on every page (average questionnaire
consists of approximately 20 page views); (b) geographical sponsorships by
hospitals and medical providers based on exclusive zip code defined areas; and
(c) topical sponsorships by pharmaceutical and medical product manufacturers
that will target complaint-specific questionnaires.
Increased use of both www.YourOwnHealth.com and PrimeCare on the Web is
needed to generate significant advertising revenues for OCGT. Therefore, on
November 4, 1999, OCGT entered into an agreement with VantageMed Corporation
("VMC"). The agreement provides for VMC to seamlessly link both
www.YourOwnHealth.com and PrimeCare on the Web (the "OCGT Sites") to the
individual customer web sites which VMC is creating and hosting on its master
web site, www.vantagemed.net for its more than 10,000 health care customer
installations. These health care installations collectively represent nearly
25,000 health care providers. VMC selects and provides the content for the
individual customer sites and will educate their providers in the use of these
new tools. The agreement also provides for VMC to share in the advertising
revenues derived from visits to the OCGT Sites from the VMC Sites.
In addition to the marketing arrangement with VMC, OCGT has entered into an
agreement with Language Force, Inc.("LFI") which owns three portals,
www.GoToWorld.com , www.GoToWorld.uk and www.GoToWorld.ua (the "LFI Sites").
The agreement calls for prominent links at the healthcare section on all of
the LFI Sites to www.YourOwnHealth.com. PC Data, Inc. reported that
www.GoToWorld.com had 3,697,000 unique visitors during the month of October.
The agreement provides for LFI to share in the advertising revenues derived
from visits to the OCGT Sites from the LFI Sites.
OCGT is currently in discussions with portals, search engines and healthcare
web site to arrange linking and cross linking agreements all of which should
increase visits to the OCGT Sites and generate advertising revenues.
OCGT has entered into an agreement with Denise Austin to create, host and
manage www.DeniseAustin.com , as url owned by Denise Austin.
OCGT believes that it could provide sufficient working capital from operations
through marketing the Window 95/NT version of the PrimeCareTM System,
CodeComplierTM, and its Internet products PrimeCare on the WebTM and
www.YourOwnHealth.com TM.
Currently, OCGT 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
A Report on Form 8-K was filed on August 16, 1999 regarding
the sale of substantially all of the asets of Mooney-Edwards
Enterprises, Inc., a wholly-owned subsidiary of OCGT.
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
----------------------
EDWARD C. LEVINE,
PRESIDENT
(PRINCIPAL FINANCIAL OFFICER)
DATED: November 12, 1999