U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [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 Commission File No. 0-11808 MB SOFTWARE CORPORATION Colorado 59-2219994 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2225 E. Randol Mill Road - Suite 305 Arlington, Texas 76011-6306 (817) 633-9400 Securities registered pursuant to Section 12(b) of the Act: Name of each Exchange Title of Each Class on Which Registered ------------------- --------------------- Common NASDAQ - OTC BULLENTIN BOARD Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for 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 [ ] Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ X ] No [ ] As of September 30, 1999, 68,691,971 shares of the Issuer's $.001 par value common stock were outstanding. Transitional Small Business Disclosure Format Yes [ ] No [ X ] MB SOFTWARE CORPORATION Form 10-QSB Quarter Ended September 30, 1999 INDEX PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1 - Financial Statements Consolidated Balance Sheet September 30, 1999 (Unaudited) and December 31, 1998 (Audited) 3-4 Consolidated Statements of Operations - for the Three and Nine Months ended September 30, 1999 (Unaudited) and December 31, 1998 (Audited) 5-6 Consolidated Statements of Cash Flows for the Nine Months ended September 30, 1999 (Unaudited) and December 31, 1998 (Audited) 7-8 Notes to Consolidated Financial Statements 9 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9-10-11 PART II - OTHER INFORMATION Item 5 - Other Information 11 Item 6 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 11 SIGNATURES 11 2 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS September 30, December 31, 1999 1998 ------------- ------------- (Unaudited) CURRENT ASSETS Cash $ 1,804 $ 188,797 Accounts receivable - Medical receivables, net of allowance for doubtful accounts and contractual adjustments of $505,181 and $1,810,887 in 1999 and 1998, respectively 798,909 1,003,126 Notes receivable 279,325 51,288 Prepaid expenses 4,200 ------------- ------------- TOTAL CURRENT ASSETS 1,080,038 1,247,411 ------------- ------------- PROPERTY AND EQUIPMENT, NET 253,695 396,022 ------------- ------------- OTHER ASSETS Goodwill, net of accumulated amortization 207,701 316,806 Software development costs, net of accumulated 104,386 169,376 amortization Deposits and other assets 9,769 73,036 ------------- ------------- TOTAL OTHER ASSETS 321,856 559,218 ------------- ------------- TOTAL ASSETS $ 1,655,589 $ 2,202,651 ============= ============= (Continued) 3 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' DEFICIT September 30, December 31, 1999 1998 ------------- ------------- (Unaudited) CURRENT LIABILITIES Notes payable Related parties $ -- $ -- Other 203,651 303,946 Current maturities of long-term debt Related parties -- -- Other 4,523 54,965 Accounts payable 372,341 483,074 Accrued liabilities 244,281 400,004 Other liabilities 21,500 -- Deferred revenues 34,232 57,423 ------------- ------------- TOTAL CURRENT LIABILITIES 880,528 1,299,412 LONG-TERM DEBT, NET OF CURRENT MATURITIES Related parties 889,808 933,808 Other 814,000 741,392 PREFERRED STOCK DIVIDENDS PAYABLE 300,644 85,000 ------------- ------------- TOTAL LONG TERM LIABILITIES 2,004,452 1,760,200 ------------- ------------- SHAREHOLDERS' EQUITY (DEFICIT) Series A senior cumulative convertible participating preferred stock; $10 par value; 340,000 shares issued and outstanding in 1998 3,400,000 3,400,000 Common stock; $.001 par value; 100,000,000 shares authorized; 69,100,000 shares issued 69,100 69,100 Additional paid-in capital 1,101,105 1,101,105 Accumulated deficit (5,415,127) (5,415,127) Current period earnings (372,430) Treasury stock, at cost; 408,029 shares (12,039) (12,039) ------------- ------------- TOTAL SHAREHOLDERS' EQUITY (1,229,391) (856,961) ------------- ------------- TOTAL LIABILITIES AND SHAREHOLDER EQUITY (DEFICIT) $ 1,655,589 $ 2,202,651 ============= ============= 4 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLITATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended September 30 September 30 ----------------------------- ----------------------------- 1999 1998 1999 1998 ----------------------------- ----------------------------- Medical Activities: Revenue $ 863,585 $ 1,231,213 $ 2,577,503 $ 3,532,648 Contractual Allowance 122,783 443,114 745,369 1,091,345 ----------- ----------- ----------- ----------- Net Revenues 740,802 788,099 1,832,134 2,441,303 Cost of Revenue 338,180 546,769 984,061 1,857,200 ----------- ----------- ----------- ----------- Gross Profit 402,622 241,330 848,073 584,103 Service Fees 9,002 112,994 100,798 455,661 ----------- ----------- ----------- ----------- Software Activities: Gross Revenue 73,810 35,849 205,969 296,053 Cost of Revenue 17,933 7,440 36,591 21,867 ----------- ----------- ----------- ----------- Gross Profit 55,878 28,409 169,377 274,186 Gross Profit 467,502 382,733 1,118,248 1,313,950 ----------- ----------- ----------- ----------- Operating Expenses: Selling, General and Administrative Bad Debt Expense, Other General and Administrative 487,776 1,363,271 1,212,091 2,309,550 Depreciation and Amortization 40,263 306,048 148,993 488,305 ----------- ----------- ----------- ----------- TOTAL OPERATING EXPENSE 528,039 1,669,319 1,361,084 2,797,855 INCOME (LOSS) FROM OPERATIONS (60,537) (1,286,586) (242,836) (1,483,905) ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSES) Other income - 2,231 - 77,870 Forgiveness of indebtedness 92,611 - 92,612 - Interest Expense, Net Income (20,613) (93,740) (72,887) (225,815) Other expense (728) (728) ----------- ----------- ----------- ----------- OTHER INCOME ( EXPENSE) 71,270 (91,509) 18,996 (147,945) INCOME TAX EXPENSE - - - - ----------- ----------- ----------- ----------- NET GAIN (LOSS) FROM CONTINUNING OPERATIONS BEFORE MINORITY INTEREST 10,733 (1,378,095) (223,840) (1,631,850) MINORITY INTEREST IN LOSS - 139,665 - 309,219 ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDENDS AND DISCONTINUED OPERATIONS $ 10,733 $(1,238,430) $ (223,840) $(1,322,631) 5 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLITATED STATEMENTS OF OPERATIONS (UNAUDITED) CONTINUED Three Months Ended Nine Months Ended September 30 September 30 ----------------------------- ----------------------------- 1999 1998 1999 1998 ----------------------------- ----------------------------- INCOME (LOSS) BEFORE PREFERRED STOCK DIVIDENDS AND DISCONTINUED OPERATIONS $ 10,733 $(1,238,430) $ (223,840) $(1,322,631) PREFERRED STOCK DIVIDENDS (85,000) - (255,000) - ----------- ----------- ----------- ----------- LOSS BEFORE DISCONTINUED OPERATIONS (74,267) (1,238,430) (478,840) (1,322,631) DISCONTINUED OPERATIONS Loss from discontinued operations -- (233,541) (28,226) (283,027) Gain from sale of subsidiary -- -- 134,636 -- ----------- ----------- ----------- ----------- NET LOSS $ (74,267) $(1,471,971) $ (372,430) $(1,605,658) =========== =========== =========== =========== LOSS PER WEIGHTED AVERAGE COMMON SHARE Continuing operations $ 0.00 $ (0.02) $ (0.02) $ (0.02) Loss from discontinued operations $ 0.00 $ 0.00 $ 0.00 $ 0.00 Gain from sale of subsidiary $ 0.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ .000 $ .000 $ .000 $ .(002) =========== =========== =========== =========== WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 68,580,000 68,670,000 68,580,000 68,631,428 =========== =========== =========== =========== 6 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended Year Ended September 30, December 31, ----------------- ------------ 1999 1998 ----------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss before discontinued operations $ (478,840) $(3,723,057) Adjustments to reconcile net (loss) to net cash used by operating activities: Depreciation and amortization 148,993 1,502,083 (Gain) loss on sale of assets 18,073 43,994 Decrease in deferred revenues (23,189) (51,233) Common stock issued for services -- 60,000 Minority interest in loss -- (548,623) Forgiveness of indebtedness (92,611) 1,950,626 Provision for allowance for doubtful accounts (1,305,707) 1,950,626 Changes in assets and liabilities: (Increase) decrease in accounts receivable 1,230,598 (866,118) Decrease in notes receivable 51,288 8,040 Decrease in prepaid expenses and other 4,200 4,348 Increase in deposits (9,766) (4,132) Increase in accounts payable/accrued liabilities 60,150 109,783 ----------- ----------- Net Cash Used by Continuing Operations (396,811) (1,514,289) ----------- ----------- Net Cash Provided (Used) by Discontinued Operations (28,226) 67,755 ----------- ----------- NET CASH USED BY OPERATING ACTIVITIES (425,037) (1,446,534) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIE Purchases of property and equipment (4,691) (111,945) Organizational costs (1,224) -- Proceeds from sale of business segment 300,000 Proceeds from sale of equipment -- 750 ----------- ----------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 294,085 (111,195) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on related party notes payable $ -- $ (895,000 Principal payments on other notes payable (99,687) (220,035) Proceeds from related party notes payable 10,000 1,900,000 Proceeds from other notes payable 33,646 238,826 Proceeds from common stock issuance -- 6,000 NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (56,041) 1,029,791 ----------- ----------- INCREASE (DECREASE) IN CASH (186,992) (527,938) Cash balance at beginning of period 188,797 716,735 ----------- ----------- CASH BALANCE AT END OF PERIOD $ 1,805 $ 188,797 =========== =========== 7 MB SOFTWARE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) Nine Months Year Ended September 30, December 31, ------------- ------------ 1999 1998 ------------- ------------ SUPPLEMENTAL INFORMATION Cash paid during the period for interest $ 79,873 $ 260,516 =========== =========== SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Preferred stock issued for minority interest $ -- $ 2,000,000 Minority interest acquired -- (1,083,079) Preferred stock issued to satisfy note payable -- 1,400,000 Conversion of note payable to preferred stock - related party -- (1,400,000 Goodwill on acquisition of minority interest -- (916,921) Sale of software for note receivable -- 230,982 Note receivable from software sale -- (230,982) Note payable forgiven by related party 92,611 Income recognized from discharge of indebtedness (92,611 ----------- ----------- $ -- $ -- =========== =========== 7 NOTE 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-KSB of MB Software Corporation for the year ended December 31, 1998. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1999, are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- During the third quarter of 1999, MB Software Corporation (the "Company") continued operations of its Florida health care clinics, promoted sales of its medical practice management software and pursued development of online financial services for health care providers. The health care division of the Company continued to focus on Company-owned physician practices in Florida. Florida law permits the corporate management practice of medicine of the type engaged in by the Company. In July 1999, the Company opened a new clinic in Lauderhill, Florida. The Company now owns four clinics, each located in Florida. The following summarizes the results of operations for the three-month and the nine-month period ended September 30, 1999 and 1998. Three Months Ended September 30, 1999 Compared to Three Months Ended September 30, 1998 - --------------------------------------------------------------------- Revenue from medical activities decreased 42.5% to $863,585 for the three-months ended September 30, 1999, compared to $1,231,213 for the three-months ended September 30, 1998. This decrease is substantially attributable to the termination of the Nevada and Utah clinics and a focus upon generating revenue that does not require substantial contractual adjustments. As evidence of management's intent to produce collectible revenue, the contractual allowance amount decreased significantly based on the verification system inaugurated at the clinic's front desk. A contractual allowance adjustment was made in the amount of $122,783 for the third quarter of 1999, as compared to $443,114 for the third quarter of 1998. The cost of medical revenues decreased 38.14% to $338,180 for the three months ended September 30, 1999, compared to $546,769 for the three months ended September 30, 1998. The decrease in the cost of medical revenues is evidence of reduced costs resulting from the sale of the Utah and Nevada clinics and the termination of many practice management arrangements. The decrease is further attributable to increased efficiencies in the operation of the clinics. In the third quarter ending September 30, 1998, the cost of revenue was 44.40% of the gross medical revenue whereas in the third quarter ending September 30, 1999, the cost of revenue was 39.15% of the gross medical revenue. The gross profits from medical activities increased 66.8% to $402,623 for the three months ended September 30, 1999, as compared to $241,330 for the three months ended September 30, 1998. This 66.8% increase in gross profits is in accordance with the reduced amount of contractual allowances and the decreased cost of revenue. 9 The service fees for the third quarter of 1999, decreased to $9,002 from $112,994 for the third quarter ending September 1998. Service fees are earned in connection with practice management agreements. The reduction in the service fee amount reflects the Company's decision to eliminate future practice management arrangements in favor of Company-owned practices. The modest service fees earned in the third quarter ending September 1999 represent earnings of a Company subsidiary, MB Practice Solutions, Inc., in connection with its practice management agreement with Advanced Healthcare Integration, a former Austin based clinic. In the quarter ending September 30, 1999, gross profit from software activities increased 96.3% to $55,878 from $28,409 for the third quarter ending September 1998. The revenue increase is applicable to the revised technical support fees and increased software sales. The Company's gross profit for the third quarter increased 22.14% to $467,502 for the third quarter ended September 30, 1999 from $382,733 for the third quarter ending September 1998. The gross profit increase is substantially related to the Company's efforts to streamline operations, the reduced percentage of contractual allowances, reduced costs of revenue and the increase in gross profits on software activities. The Company's selling, general and administrative expenses decreased to $487,776 for the three months ended September 30, 1999 as compared to $1,363,271 for the third quarter ending September 30, 1998. This decrease reflects savings resulting primarily from the termination of many health care operations as well as reductions in administrative expenses associated with software activities. The net gain on operations was $10,733 for the three month period ended September 30, 1999 as compared to a loss of $1,378,095 for the three months ended September 30, 1998. The elimination of the loss is attributable to the following reduced amounts for the three months ended September 30, 1999: Contractual allowances; selling, general and administrative expenses; and depreciation and amortization. Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998 - ------------------------------------------------------------------ The gross medical revenues decreased 27.71% to $2,577,503 for the nine-month period ended September 30, 1999, compared to $3,532,648 for the nine-month period ended September 30, 1998. The decrease is substantially attributable to the divestment of the Nevada and Utah clinics. The cost of medical revenue decreased 47.01% to $984,061 for the nine-month period ended September 30, 1999, as compared to $1,857,200 for the nine-month period ended September 30, 1998. The decrease is applicable to the divestment of the Nevada and Utah clinics as well as the termination of many practice management arrangements. It is interesting to note that for the nine-month period ended September 30, 1999, while the cost of medical revenue decreased 47.01% the resulting revenue reduction was only 27.71%. This evidence of management's intent to maximize profits is repeated in the comparison of the same period for gross profits. Gross profit for medical activities increased 45.19% to $848,072 for the third quarter ended September 30, 1999, compared to $584,103 for the third quarter ended September 30, 1998. The increase in gross profit is attributable to the 47.01% cost of medical revenue reduction. Gross profit decreased 61.87% for the software division from $274,186 for the quarter ended September 30, 1998 as compared to $169,377 for the nine months period ending September 30, 1999. The decrease is due to the Company's continued dedication of available resources to research and development for new products as opposed to sales and marketing of existing software. The Company's selling, general and administrative expenses decreased to $1,212,091 for the third quarter ending September 30, 1999 as compared to $2,309,550 for the third quarter ending September 30, 1998. This decrease reflects savings resulting primarily from the termination of many health care operations as well as reductions in administrative expenses associated with software activities. Net operating loss decreased to $242,836 for the nine-month period ended September 30, 1999, as compared to $1,483,905 for the nine month period ended September 30, 1998. This reduction in loss reflects other reduced amounts for the nine-month period ending September 30, 1999. These amounts include the reduced cost of medical revenue; reduced amount of selling, general and administrative expenses; and the reduction in depreciation and amortization. The gain on sale of subsidiary was $134,636 from the sale of the chiropractic clinic in Nevada. 10 Liquidity and Capital Resources - ------------------------------- The Company's operations used $425,037 of cash during the three months ended September 30, 1999 compared to a use of cash of $1,514,289 for the quarter ended September 30, 1998. As of September 30, 1999, the Company had working capital of $199,510, compared to the September 30, 1998 working capital of ($1,437,970). At September 30, 1999, the Company had cash of $1,804. PART II - OTHER INFORMATION MB Software Corporation sold its subsidiary, MB Software Solutions, Inc., ("MBSSI"), its medical software and internet company, through a newly formed subsidiary, MedEWay.com, Inc. to Consolidated National Corp. and Scott A. Haire, both of whom are shareholders. Mr. Haire is also an officer and director of the Company. The Company had tried to raise capital to fund its software and internet businesses and had attempted to sell the software company to third parties to generate cash for its continued growth in Florida, but had been unsuccessful in each case. The Company had received one offer to sell MBSSI for a lesser amount than received from Consolidated National Corp. and Mr. Haire. Consolidated National Corporation and Scott A. Haire paid $1,500,000, $250,00 of which is cash and $1,250.000 of which is contribution of debt owed by the Company to Consolidated National Corporation and Scott A. Haire. MBSC also received a warrant for 5% of the new company. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Exhibits - -------- 10.1 Exchange Agreement between the Company, Consolidated National Corp. and Scott A. Haire. 10.2 Warrant issued by MedEWay.com, Inc. in favor of MB Software Corporation. Financial Statements - -------------------- See Item 1 for financial statements filed with this report. Reports on Form 8-K - ------------------- None - -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MB SOFTWARE CORPORATION Date: Novwember 12, 1999 /s/ Scott A. Haire ---------------------- Scott A. Haire, Chairman of the Board, Chief Executive Officer and President (Principal Financial Officer) 11