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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1O-Q/A (1)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTER ENDED March 31, 2008
COMMISSION FILE NO. 333-107826
PATIENT PORTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0656132
- ------------------------------- ---------------------------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
8276 Willett Parkway, Baldwinsville, NY 13027
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (315) 638-6708
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for shorter period that the registrant
was required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Transitional Small Business Disclosure Format: Yes No X
--- ---
Indicate by check mark whether the Registrant is a shell company [as
defined in Rule 12b-2 of the Exchange Act]. Yes: No: X
--- ---
The number of shares outstanding of each of the registrant's classes of
common stock as of May 10, 2008 is 36,620,707 shares of $.001 par value Common
Stock and 40,000 Shares of Class A Redeemable Convertible Preferred Stock, $.01
par value.
PATIENT PORTAL TECHNOLOGIES, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION - Unaudited
Consolidated Balance Sheet-March 31, 2008.....................................1
Consolidated Statements of Operations-Three Months
Ended March 31, 2008 and 2007...............................................2
Consolidated Statement of Cash Flows-Three Months
Ended March 31, 2008 and 2007...............................................3
Notes to the Consolidated Financial Statements................................4
Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................................9
PART II OTHER INFORMATION
Item 1. Legal Proceedings....................................................13
Item 2. Changes in Securities................................................13
Item 3. Defaults Upon Senior Securities......................................13
Item 4. Submission of Matters to a Vote of Security Holders..................13
Item 5. Other Information....................................................13
Item 6. Exhibits on Reports on Form 8-K......................................13
Signature Page...............................................................14
-i-
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
Restated Restated
March 31, December 31,
ASSETS 2008 2007
------------- --------------
Cash $ 268,191 $ 404,003
Accounts Receivable, net 2,515,377 1,794,553
Prepaids 21,600 20,350
Other 128,719 83,111
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TOTAL CURRENT ASSETS $ 2,933,888 $ 2,302,018
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Property, Plant & Equipment 3,305,517 3,267,882
Investments 1,475,000 1,475,000
Hospital Contracts, Net 6,478,942 6,651,319
Debt Issuance Costs 832,507 877,916
Note Receivable 250,000 276,967
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TOTAL ASSETS $ 15,275,853 $ 14,851,102
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LIABILITIES AND CAPITAL
Accounts Payable $ 1,523,368 $ 1,162,856
Current Portion - LTD 1,316,597 943,118
Accrued Expenses 1,143,184 1,245,249
Notes Payable - Current 427,317 629,668
------------- --------------
TOTAL CURRENT LIABILITIES $ 4,410,466 $ 3,980,891
------------- --------------
Long Term Debt, net of discount 4,171,702 3,445,501
Other -
------------- --------------
TOTAL LIABILITIES $ 8,582,168 $ 7,426,392
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STOCKHOLDER'S EQUITY
Redeemable Preferred Stock , $.01 par value
authorized 1,000,000: 55,000 (Mar 31, 2008) and
55,000 (Dec 31, 2007) issued and outstanding 550 550
Common Stock, $.001 par value, authorized
100,000,000: 36,620,707 (Mar 31, 2008) and
36,620,707 (Dec 31, 2007) issued and outstanding 36,621 36,621
Additional Paid in Capital 8,935,290 8,935,290
Additional Paid In Capital - Warrants 913,043 913,043
Retained Deficit (3,191,819) (2,460,794)
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TOTAL STOCKHOLDER'S EQUITY $ 6,693,685 $ 7,424,710
------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 15,275,853 $ 14,851,102
------------- --------------
1
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS, THREE MONTHS ENDED
Restated
March 31, March 31,
2008 2007
------------- --------------
Net Sales $ 4,257,936 $ 251,978
Cost Of Sales 2,948,394 239,231
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Gross Margin 1,309,542 12,747
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Operating Expenses:
Selling and Administrative 1,243,986 72,927
Depreciation and Amortization 360,409 17,126
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Total Operating Expenese 1,604,395 90,053
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Income (Loss) from Operations Before Interest $ (294,853) $ (77,306)
Interest Expense 436,172 29,054
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Net (Loss) before Income Taxes $ (731,025) $ (106,360)
Provision for Income Taxes - -
------------- --------------
Net (Loss) $ (731,025) $ (106,360)
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Net (Loss) Per Share $ (0.02) $ (0.00)
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Weighted Average Shares Outstanding 36,620,707 24,136,601
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2
PATIENT PORTAL TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED),
THREE MONTHS ENDED
Restated
March 31, March 31,
2008 2007
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (731,025) $ (106,360)
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Adjustments to reconcile net (loss) to
net cash used in operations:
Depreciation and amortization 360,409 17,126
Debt Discount Amortization 224,680 -
(Increase) decrease in assets:
Accounts receivable (720,824) (46,818)
Other current assets (46,858) (46,250)
Increase (decrease) in liabilities:
Accounts payable 360,512 3,152
Other current liabilities (102,065) 13,131
Short Term Notes payable (202,351) 50,000
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Total adjustments (126,497) (9,659)
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Net cash flows used in operating activities (857,522) (116,019)
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CASH FLOWS INVESTING ACTIVITIES:
Purchase of property, plant and
equipment (180,257) (3,159)
Purchase of hospital contracts (407,931)
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Net cash used in investing activities (180,257) (411,090)
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CASH FLOWS FINANCING ACTIVITIES:
Proceeds from preferred stock issued - 537,499
Proceeds from long-term debt 875,000 -
Proceeds from note receviable 26,967 -
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Net cash flows provided by financing
activities 901,967 537,499
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NET (DECREASE) INCREASE IN CASH (135,812) 10,390
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 404,003 1,690
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 268,191 $ 12,080
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net $ 204,980 $ -
------------- --------------
3
PATIENT PORTAL TECHNOLOGIES, INC.,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations and Basis of Presentation-Patient Portal Technologies, Inc.
and its wholly owned subsidiaries (The "Company") are in two primary businesses.
First, the sale of televisions and associated equipment to hospital facilities
and second, providing non medical management and patient support services
assisting hospitals to improve patient satisfaction and outcomes. The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
Consolidation- The accompanying consolidated financial statements
include the accounts of Patient Portal Technologies, Inc. and its wholly owned
subsidiaries. All intercompany transactions and balances have been eliminated in
consolidation.
Financial Statement Preparation- The preparation of the consolidated
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts and related disclosures. Actual
results may differ from those estimates.
Revenue Recognition- The Company recognizes revenue from the sales of
televisions when the product is received by the customer. Revenue for its other
management and patient centers services is recognized when the service is
rendered. Revenue from hospitals for equipment sales or other services is
recorded when the service is performed or the equipment sale is finalized
Income Taxes - Income taxes are not provided for in these financial
statements since the Company incurred a net loss for the year ended December 31,
2007.
Cash Equivalents- The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be
cash equivalents.
Cash Receivable - The Company performs ongoing credit evaluations of
its customers and adjusts credit limits based upon payment history and the
customer's current creditworthiness, as determined by review of their credit
information. The Company continuously monitors collections and payments from its
customers and maintains a provision for estimated credit losses based upon
historical experience and any specific customer collection issues that have been
identified. Credit losses have historically been within management's
expectations and the provisions established. The allowance for bad debts was
$420,000 as of March 31, 2008..
Inventories/Supplies - The Company values inventory in accordance with
the First in First out Method. Inventory consists of televisions for resale,
miscellaneous television system piece parts and supplies associated with the
television equipment business. The Company regularly reviews inventory
quantities on hand and records a provision for excess and obsolete inventory
based primarily on historical demand and new product designs.
Debt Issuance Costs - Cost incurred to issue debt are deferred and
amortized as interest expense over the term of the related debt.
Convertible Instrument Discount - Discounts associated with issuance of
debt are amortized over the term of the debt using the interest method.
Recent Accounting Pronouncements - In September 2006, the FASB issued
SFAS NO 157 "Fair Value Measurements" (SFAS 157) which provides guidance for
measuring assets and liabilities at fair value. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The adoption of SFAS 157 is not expected to have a material impact on the
Company's consolidated financial statements.
In December 2007, the FASB issued Statements of Financial Accounting
Standards NO. 141 (revised 2007), "Business Combinations" (FAS 141(R)) and No.
160, "Non-controlling Interests in Consolidated Financial Statements, an
amendment for ARB No. 41 (FAS 160)". FAS 141(R) will change how business
acquisitions are accounted for and FAS 160 will change the accounting and
4
reporting for minority interests, which will be characterized as non-controlling
interests and classified as a component of equity. FAS 141(R) and FAS 160 are
effective for fiscal years beginning on or after December 15, 2008 (January 1,
2009 for the Company). The adoption of FAS 141(R) and FAS 160 will not have a
material impact on the Company's consolidated financial statements.
Effective January 1, 2008, the Company adopted Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles and expands disclosures
about the fair value measurements. The adoption of SFAS 157 did not have a
material impact on the Company's financial condition and results of operations.
For additional information on the fair value of certain financial assets and
liabilities, see Note 8, "Fair Value Measurements".
Fair Value Option: In February 2007, the FASB issues SFAS No. 159, "The
Fair Value Option for Financial Assets and Financial Liabilities - including an
amendment of FASB Statement No. 115," which permits an entity to measure certain
financial assets and financial liabilities at fair value, with unrealized gains
and losses reported in earnings at each subsequent measurement date. The fair
value option may be elected on an instrument-by-instrument basis, as long as it
is applied to the instrument in its entirety. The fair value option election is
irrevocable, unless an event specifies in SFAS No. 159 occurs that results in a
new election date. This statement is effective for fiscal years beginning after
November 15, 2007. The Company adopted SFAS No. 159 as of January 1, 2008 and
has elected not to measure any additional financial instruments and other items
at fair value.
Note 2 - FINANCIAL STATEMENT RESTATEMENTS
Fiscal 2007
- --------------------------------------------------------------------------------
During fiscal 2007, the Company changed its accounting for patient
service revenue from the cash method to the accrual method in accordance with
SFAC 5. This correction resulted in an increase in revenue of approximately
$837,000 and an increase in operating profit of approximately $142,000 for the
year ended December 31, 2007. The correction also increased revenue by $381,703
for the quarter ended March 31, 2008.
The Company also incorrectly accounted for some aspects of the Dutchess
financing transaction. Errors were made in properly accounting for the preferred
conversion feature and the sale of warrants and the calculation of the debt
issuance balance. These corrections resulted in an increase in paid in capital
of $3,061,381, establishing a debt discount balance of $3,061,381and increasing
the debt issuance balance by approximately $265,000. These corrections resulted
in an increase in interest expense of approximately $224,000 during the period
ended March 31, 2008 and an increase in amortization expense of approximately
$59,000 for the same period.
The Company also corrected the accounting for the acquisition of TB & A
that had been previously done using an incorrect accounting method. The result
of this correction had an impact on increasing the bargain purchase to
approximately $2.4 million from $1.7 million. This resulted in a reduction of
the fixed asset and hospital contracts recorded balances in the amounts of
$327,000 and $426,000 respectively, from previously reported December 31, 2007
balances. The reduced balances resulted in a reduction of depreciation and
amortization expense of approximately $15,000 over the previously reported
amounts.
A correction was made to account for the investments in Omnicast, Inc
and Virtual Nurse, Inc. made during 2007. The correction resulted in an increase
in paid in capital and a corresponding increase in Investment of approximately
$1.475 million.
There were two calculation errors in the number of outstanding
preferred and common stock in the amounts of 25,000 and 80,000 respectively for
the year ended December 31, 2007. The correction had an impact of increasing
expenses by $ 35,000 in 2007.
Lastly, the company incorrectly included non cash items within the
December 31, 2007 Statement of Cash Flows. There was no impact on the December
31, 2007 balance sheet or income statement from these corrections.
Note 3 - BUSINESS COMBINATIONS AND ACQUISITIONS
During 2007 the Company completed a significant acquisition which was
accounted for as purchases under SFAS No 141, "Business Combinations." The
assets purchased and liabilities assumed for this acquisition has been reflected
in the accompanying consolidated balance sheet as of December 31, 2007 and the
results of operations for the acquisition is included in the accompanying
consolidated statement of earnings from the respective date of acquisition.
Additionally, the company acquired a total of 22 hospital contracts at various
times throughout the year. The operational results of those contracts have been
reflected in the accompanying consolidated financial statements.
5
TB&A Hospital Television, Inc.
On November 2, 2007, the Company acquired 100% of the outstanding stock
in TB&A Hospital Television, Inc. a privately held company, TB & A Hospital
Television, Inc. is a leading provider of television systems and billing
services for over 600 hospitals nationwide. As a result of this acquisition,
Patient Portal Technologies can expand its broader product and service offerings
nationwide.
The aggregate purchase price was approximately $ 3,300,000 which
included $3,000,000 in cash at closing and credit for certain outstanding
accounts receivable at the time of closing, which was approximately $300,000.
The credit for the accounts receivable balance was due and payable to the seller
as collected.
The following table summarizes the fair values of assets acquired and
liabilities assumed:
Restated
--------------
Inventories $ 90,000
A/ R $1,059,000
Other current assets $ 15,000
Property and equipment $ 2,173,000
Hospital Contracts $ 2,654,000
Other assets $ 55,000
Accounts payable and accrued liabilities $ (2,746,000)
--------------
Total Purchase Price $ 3,300,000
==============
The original amounts assigned to the assets acquired and liabilities
assumed exceeded the purchase price by approximately $2.4 million. In accordance
with SFAS 141 this difference was allocated as a pro rata reduction of the non
current asset values.
The full amount of intangible assets was allocated to the existing 50
hospital contracts and 6 buying group contracts. The value was determined using
a net present value analysis of the future value of these contracts in
accordance with SFAS 141 and 142. The asset category is being amortized over a
useful life of 10 years, which approximates the anticipated term (including
renewals) for these contracts.
Consolidated pro-forma revenues for fiscal years 2007 and 2006, giving
effect to the Patient Portal and TB&A acquisitions as if they occurred on
January 1, 2007 and 2006 were $13,039,826 and $9,258,073 respectively.
Worldnet Communications, Inc.
In January, April and November 2007 the company acquired 22 active
hospital contracts from Worldnet Communications, Inc. These contacts covered a
variety of services including television and phone rental and billing services
as well as other products and service supporting hospital patient management
improvement.
Total consideration for these contacts was approximately $4.2 million
which consisted of $2.4 million in cash and $1.8 million in common stock equal
to 2,250,000 shares of common stock. The company's common stock was valued in a
range of $.50 - $1.00 based upon the market conditions at the time of the
transaction. The value of the hospital contracts was negotiated at arm's length
and was based upon the anticipated future value of the agreements. The value is
being amortized over 10 years in accordance with the typical length (including
renewals) of these agreements.
Note 3 - INVESTMENTS
During April 2007 the Company acquired a 9% minority interest in
Virtual Nurse, Inc. and in March 2007, acquired a 9% minority interest in
OmniCast, Inc.
Virtual Nurse, Inc
The Company acquired a 9% interest in Virtual Nurse, Inc. for $375,000
in common stock. The investment was valued at $.50 per share, in an arm's length
transaction, which represented the average market price at the time the
transaction occurred. Virtual Nurse's mission is to provide healthcare
organizations with efficient, cost-effective nursing solutions. It offers the
highest quality of care through experienced, skilled, productive, and motivated
nurses who benefit from the convenience of working at home on a flexible time
schedule. As a result, it is able to give healthcare facilities assurance that
every patient receives condition-specific education before entering their
facilities and ensure that every assessment has been carefully documented and
delivered on time.
The investment allowed the Company to enter into an exclusive joint
marketing relationship which will allow Patient Portal access to the customer
base of Virtual Nurse. The agreement also provides for the Company to market the
Virtual Nurse platform to its customer base.
OmniCast, Inc.
The Company acquired a 9% interest in OmniCast, Inc. for $1,100,000 in
common stock. The investment was valued at $.50 per share, in an arm's length
transaction, which represented the average market price at the time the
transaction occurred. Omnicast, Inc. is a leading-edge technology and media
provider that offers a variety of customized education and entertainment
solutions for the healthcare industry.
The investment in OmniCast followed the execution of an exclusive
license agreement, between OmniCast and Patient Portal Technologies, for the
HealthCast platform. This platform serves as a critical element of the Company's
strategy to management patient information and content flow before, during and
after hospital care.
6
Note 4 - PROPERTY, PLANT & EQUIPMENT
Property and equipment are stated at cost and depreciated and amortized
generally on the straight-line method over their estimated useful lives of three
to fifteen years. Property and equipment consist of the following at March 31,
2008 and December 31, 2007.
Restated Restated
-------------- --------------
March 31, December 31,
2008 2007
-------------- --------------
Television sets/system installations, equipment $ 2,4621,851 $ 2,401,401
Computer equipment and Software 853,210 822,288
Office equipment 322,711 233,826
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3,637,772 3,457,515
Accumulated depreciation 332,255 189,632
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Total $ 3,305,517 $ 3,267,882
============== ==============
Note 5 - INTANGIBLE ASSETS
In accordance with SFAS No. 142 the Company's intangible assets are
amortized over the anticipated useful life of the assets. At the end of March
31, 2008 there was a balance of $6,478,942 in intangible assets which reflected
the unamortized portion of multiyear hospital contracts purchased during 2007.
The contracts are being amortized over a 120 month period using the straight
line method. See note 3. A summary of the balance at March 31, 2008 and December
31, 2007 follows:
Restated Restated
-------------- --------------
March 31, December 31,
2008 2007
-------------- --------------
Hospital Contracts $ 6,895,156 $ 6,895,156
Accumulated Amortization 416,214 243,837
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Total $ 6,478,942 $ 6,651,319
============== ==============
The amortization expense for the period ended March 31, 2008 was
$172,377 and for 2007 was $243,837. The estimated annual amortization for the
next five years will be $689,508.
Note 6 - LONG TERM DEBT
Long-term debt consists of the following:
Restated Restated
-------------- --------------
March 31, December 31,
2008 2007
-------------- --------------
12% Convertible Debenture $ 7,000,000 $ 7,000,000
Line Of Credit 750,000
Other Long-term Debt 575,000 450,000
-------------- --------------
8,325,000 7,450,000
Less: Current portion
of long-term debt 1,316,597 943,118
Debt Discount 2,836,701 3,061,381
-------------- --------------
$ 4,171,702 $ 3,455,501
============== ==============
7
12% Convertible Debenture - On November 1, 2007 the Company entered
into an agreement with Duchess Private Equities Fund, LTD ("Dutchess") to borrow
$7,000,000 for acquisition purposes. This amount is repayable beginning May 1,
2008, at a monthly amount, including principal and interest, of $183,825.17. All
amounts due and payable under the debenture mature on November 1, 2010.
Approximately 13% of the proceeds or $913,043 was allocated to the
detached warrants using a fair market value of $.04, which was the difference
between the exercise price and estimated fair value of the common stock at the
transaction date. The offset was charged to the discount account in accordance
with EITF 98-5 and EITF 00-27. Additionally the debenture has a conversion
feature which was determined to be beneficial to the holder at the date of
issuance. The conversion feature allows the holder with an option to convert the
outstanding principal for common stock at a price equal to the lesser of 85% of
the lowest closing bid for the Common Stock, during the 20 days prior to the
conversion, or $.46 per share. This conversion feature was determined to have an
intrinsic value of $2,148,338. This balance was charged to additional paid in
capital with the offset charged to debt discount. The debt discount will be
amortized using the interest method over the term of the debt.
Other Long term Debt - Debt is payable in monthly installments of $833
to $4804 including interest at 10 % expiring at various dates through January
2012. These notes are secured by television equipment.
Line of Credit - $750,000 line of credit from Five Star Bank, payments
of monthly interest only at prime plus 0.5%
Note 7 - COMMITMENTS AND CONTINGENCIES
Lease Commitments - The Company finances its use of certain facilities
and equipment under committed lease arrangements provided by various
institutions. At March 31, 2008 under the long-term real estate leases, totaled
approximately $1.8 Million.
Employment Agreements - As of March 31, 2008, the Company had two key
management Employment Agreement in effect.
Litigation - From time to time the Company may be involved in various
legal proceedings and other matters, including nominal disputes with creditors
relating to the dollar amount of outstanding obligations of the Company, arising
in the normal course of business. The Company believes no such actions would
result in liabilities in excess of amounts accrued in the financial statements.
Warrants and Options - As of March 31, 2008, in addition to the
Company's aforesaid outstanding Common Stock, there are issued and outstanding
Common Stock Purchase Warrants which are exercisable at the price-per-share
indicated, and which expire on the date indicated, as follows:
8
Description Number Exercise Price Expiration
- ------------------ ---------------- ------------------ ---------------
Class "A" Warrants 365,000 $ 2.00 12/31/11
Class "B" Warrants 365,000 $ 3.00 12/31/11
Class "C" Warrants 365,000 $ 4.00 12/31/11
Class "D" Warrants 3,650,000 $ .50 12/31/09
Dutchess Warrants (A) 22,826,086 $ .46 11/01/12
(A) The Dutchess warrants are part of a financing transaction that
closed in November 2007. There is a limit of 4.99% on the amount of the
Company's common stock that Dutchess can own at any point in time.
On November 22, 2002, the Shareholders of the Company ratified the
Company's "2002 Incentive Stock Option Plan" and reserved 1,000,000 shares for
issuance pursuant to said Plan. As of March 31, 2008, no options have been
awarded pursuant to this Plan.
Note 8 - FAIR VALUE MEASUREMENTS
As described in Note 2, "New Accounting Standards", the Company adopted
SFAS 157 effective January 1, 2008. SFAS 157 defines fair value as the price
that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date.
SFAS 157 also describes three levels of inputs that may be used to measure fair
value:
Level 1 - quoted prices in active markets for identical assets and
liabilities.
Level 2 - observable inputs other than quoted prices in active markets
for identical assets and liabilities.
Level 3 - unobserved inputs in which there is little or no market data
available, which require the reporting entity to develop its own assumptions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS.
The following is Management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management.
FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements". In some cases, you
can identify forward-looking statements by terms such as "may," "intend,"
"might," "will," "should," "could," "would," "expect," "believe," "estimate,"
"predict," "potential," or the negative of these terms and similar expressions
intended to identify forward-looking statements. These statements reflect the
Company's current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. These risks and
uncertainties may cause the Company's actual results, performance, or
achievements to be materially different from any future results, performance, or
achievements expressed or implied by the forward-looking statements. You should
not place undue reliance on these forward-looking statements. Also, these
forward-looking statements represent the Company's estimates and assumptions as
of the date of this report. The Company is under no duty to update any of the
forward-looking statements after the date of this report to conform such
statements to actual results or to changes in our expectations.
9
RESULTS OF OPERATIONS
- ---------------------
The Company is a Delaware corporation which was originally organized on
November 22, 2002 as Suncoast Naturals, Inc. and commenced business operations
in January, 2003.
On December 8, 2006, Patient Portal Connect, Inc. of Palm Beach
Gardens, Florida, a Delaware corporation organized in May 2006, acquired
approximately 80% of the capital stock of Patient Portal Technologies, Inc. in a
tax free exchange that resulted in the shareholders of Patient Portal Connect,
Inc. owning 17,500,000 shares of Common Stock of Patient Portal Technologies,
Inc., as part of a "reverse" transaction. As a result of this transaction,
Patient Portal Connect, Inc. (hereinafter referred to as "PPC") became a
wholly-owned operating subsidiary of the Company.
Additionally, on November 4, 2007 the company acquired 100% of the
common stock of TB&A Hospital Television, Inc. As of December 31, 2007, these
are the only operating subsidiaries of the Company. The results of operations
for the three months ended March 31, 2008 is the first full reporting period
which reflects the business operations of our TB&A subsidiary and as well as
revenues from the additional hospital service contracts we acquired in November,
2007.
Management expects that a significant increase in revenues and
liquidity will be reported in calendar year 2008 as the results of these
newly-acquired operations are reported on a quarterly and full-year basis,
commencing with the quarterly results and comparisons for this first quarter of
2008.
Three Months Ended March 31, 2008 vs. March 31, 2007
- ----------------------------------------------------
The Company reported revenue of $4,257,936 for the three months ended
March 31, 2008 and $251,978 for the comparable period in 2007. This significant
increase in revenue is primarily attributable to the acquisition of the
Company's TB&A Hospital Television, Inc. subsidiary in November, 2007, as well
as acquisition and development of additional hospital service contracts
throughout calendar year 2007 and the first quarter of 2008.
Cost of sales for the three months ended March 31, 2008 were $2,948,394
as compared to cost of sales of $239,231 during the same period in 2007.
Selling and Administrative expenses were $1,243,986 for the three
months ended March 31, 2008 as compared to $72,927 in 2007.These increases are
due primarily to first-year and start-up costs associated with our
newly-acquired hospital service contracts, costs associated with the acquisition
of our TB&A Hospital Television, Inc. subsidiary, and increased staffing and
overhead costs resulting from our growth in operations and revenue. These
expenses as a percentage of revenue will decrease significantly in 2008 as the
increases in revenue from our November, 2007 acquisitions are reflected on a
quarterly and full-year basis.
Interest costs were $436,756 for the three months ended March 31, 2008
compared to $29,054 in 2007. This increase in interest costs is due to the
additional interest expense as a result of the Dutchess financing which closed
on November 4, 2007.
The Company reported a net loss of ($731,025) for the three months
ended March 31, 2008 as compared to a net loss of ($106,390) during the same
period in 2007. This represents a loss per share of ($.02) for the three months
ended March 31, 2008 as compared to a loss per share of $(.00) for the same
period in 2007.
10
Three Months Ended March 31, 2007 vs. March 31, 2006
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The Company reported no revenue for the three months ended March 31,
2006 due to the divestiture of its former operating subsidiary in September,
2005. In December, 2006, the Company acquired a new operating subsidiary,
Patient Portal Connect, Inc., and the revenues for this reporting period reflect
the revenues of this operating subsidiary. Due to the lack of business
operations during the quarter ended March 31, 2006 there are no year-to-year
comparisons for revenues and expenses.
Revenues for the three months ended March 31, 2007 were $251,978 and
were derived from hospital service contracts acquired by the Company during this
quarter. Cost of sales for the three months ended March 31, 2007 were $239,231.
Selling and marketing expenses were $90,053 for the three months ended
March 31, 2007, and Administrative Expenses were $29,054.
The Company reported a net loss of ($106,390) for the three month
period ended March 31, 2007 as compared to a net loss of $36,500) during the
three months ended March 31, 2006. This represents a loss per share of $.01 for
the three months ended March 31, 2007 as compared to a loss per share of $.01
for the three months ended March 31, 2006.
CURRENT PLAN OF OPERATIONS
Our Company, through its operating subsidiaries, Patient Portal
Connect, Inc. (PPC) and TB&A Hospital Television, Inc., is well positioned to be
the premier provider of information and communication based solutions in the
healthcare industry. Having developed the industry's newest, leading-edge
communication/information platform for the healthcare industry, PPC is poised to
capture a significant segment of the multi-billion dollar healthcare market. Its
proprietary systems were developed in close coordination with hospital industry
partners to provide multi-layer functionality across a wide spectrum of critical
patient-centric workflows that result in immediate improvements in cost savings,
patient outcomes, and revenue growth for hospitals. Our systems and solutions
are designed to integrate with existing hospital systems and processes to
improve outcomes in today's healthcare environment.
The company's technology allows it to leverage the hospitals existing
television and cable infrastructure to create a communication portal for
patients and third parties.
Nationwide, the demand for more customized healthcare has resulted in a
greater need for improved productivity, efficiency, and customer service in
hospitals and other healthcare institutions. We have has pioneered the
development of integrated software applications that combine technology and
industry expertise with unique customization designed to better manage the
hospital/patient relationship and improve hospital operational processes.
Further, our solutions enable hospitals to achieve compliance with strict
government mandates that affect reimbursements by requiring measured
improvements in productivity, efficiency, and patient satisfaction. Our proven
technologies provide tremendous economic benefit for healthcare providers.
We intend to rapidly gain market share by leveraging strategic
relationships and by acquiring companies with existing hospital contracts. Our
acquisition strategy will enable us to achieve greater profitability, grow
rapidly, and quickly gain first-mover advantage. Our proprietary technology
platform allows us to create additional revenue streams with minimal cost by
accessing enhanced service modules as market demand changes. This scalable
architecture creates even greater profitability by enabling multiple services to
be delivered over our service delivery platform.
11
We believe that our Company is positioned to quickly react to the
requirements of an ever-changing healthcare industry. Unlike the costly,
capital-intensive and stand-alone products offered by our industry competitors,
our sophisticated technology platform offers flexible solutions and
functionalities that are universal enough to have broad appeal while still
allowing for a level of customization that is necessary to integrate with a
hospital's existing legacy system, and at an affordable cost. Our flexible
platform also enables the healthcare providers to fulfill the government's
newest mandates for a full "continuum of care" from the hospital to the home.
This unique ability enables us to present a tailored solution to our customers
at a cost-effective price and will significantly enhances our ability to capture
significant market share nationwide.
Our products and services enable hospitals to improve patient flow,
enhance patient satisfaction, and create long-term relationships with patients
as they move from hospital to home. In so doing, hospitals gain productivity and
efficiency enhancements, reduce the burden on staff and increase cash flow by
optimizing reimbursements from third-party sources including Medicare and
private insurers.
The company has adopted a multi year subscription revenue model that is
based on patient interactions. They have long term contracts with third parties
that pay the company on a per patient basis based upon a variety of factors.
This approach provides the company with an ability to increase revenue as
patient flow and services increase.
LIQUIDITY AND CAPITAL RESOURCES
The Company incurred a net loss of ($401,408) during the year ended
December 31, 2006 and ($731,025) during the three months ended December 31,
2008. The Company plans to raise more capital through public or private
financing, through the issuance of its common stock, the issuance of debt
instruments, including debt convertible to equity, or otherwise attain
financing, which if available, it cannot be certain such financing will be on
attractive terms. Should the Company obtain more capital, in turn, it may cause
dilution to its existing stockholders and providing the company can obtain more
capital, it cannot be assured to ultimately attain profitability. However,
management expects that the acquisitions in November, 2007 of our TB&A Hospital
Television, Inc. subsidiary and revenues from the additional hospital service
contracts will, when results of operations are reported on a quarterly and
annual basis for calendar year 2008, significantly increase the revenues,
profitability, and liquidity of the Company.
The Company intends to continue its efforts to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2008 and to
continue its product development efforts and adjust its operating structure to
reduce losses and ultimately attain profitability. Management's plans in this
regard include, but are not limited to, the increase in business operations
which it expects from the acquisition of additional retail hospital contracts by
our Patient Portal Connect subsidiary and the continuing roll-out of its product
line to its existing and future customer base. We also expect to see significant
growth in the revenues of our TB&A Hospital Television, Inc. subsidiary during
2008 both through new contracts and through the sale of new flat-screen
television equipment to our existing customer base.
12
Management believes that actions presently being taken will generate
sufficient revenues to provide cash flows from operations and that sufficient
capital will be available, when required, to permit the Company to realize its
plans. However, there can be no assurance that this will occur. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Because our business is evolving and changing,
particularly regarding our recent acquisitions and the Dutchess financing
transaction, our operating cash flow will be significantly increased from past
results, and past operations are not a good gauge for anticipating future
operations.
INFLATION
The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.
CAPITAL EXPENDITURES
Capital expenditures during the remainder of 2008 are not expected to
be material.
ITEM 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on the
evaluation of our disclosure controls and procedures (as defined in Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities
Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and Chief
Financial Officer have concluded that as of the end of the period covered by
this report, our disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is at present not involved in any legal proceedings which
management believes will have a material effect upon the financial condition of
the Company, nor are any such material legal proceedings anticipated. The
Company is presently negotiating with a judgment creditor to repay on negotiated
terms a promissory note in the amount of $300,000 plus accrued interest and
costs. In the event that the judgment is not satisfied, or successfully
renegotiated, the creditor will have the right to execute upon its judgment.
Based upon the original terms of its Promissory Note, the creditor also retains
the right to convert the principal amount of said judgment into shares of Common
Stock at a conversion price of $1.00 per Share.
ITEM 2. RECENT SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 31.1 31.2 32.1 32.2 - Officer Certifications
Reports on Form 8-K:
Current Report on Form 8-K filed on March 31, 2008
13
SIGNATURES
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In accordance with the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant, caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Patient Portal Technologies, Inc.
Dated: November 10, 2008
By: /s/ KEVIN KELLY
----------------------------
Kevin Kelly, President
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
NAME TITLE DATE
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By: /s/ KEVIN KELLY CEO, President, 11/10/08
----------------------- Chairman of the
Kevin Kelly Board of Directors
By: /s/ THOMAS HAGAN Acting Chief Financial
----------------------- Officer, Director 11/10/08
Thomas Hagan
By: /s/ ROUNSEVELLE W. SCHAUM Director 11/10/08
-----------------------
Rounsevelle W. Schaum
14
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