U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ...........to...............
Commission File Number 2-71164
MEDLINK INTERNATIONAL, INC.
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(Name of small business issuer in its charter)
DELAWARE 41-1311718
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1 Roebling Court, Ronkonkoma, New York 11779
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(Address of Principal Executive Offices) (Zip Code)
631-342-8800
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(Issuer's Telephone Number, Including Area Code)
Indicate by check mark is the issuer is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act Yes [ ] No [X]
Indicate by check if the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes [X] No [ ]
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if no disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [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]
MedLink International, Inc. revenues from continuing operations for the
fiscal year ended December 31, 2008 were $480,609.
The aggregate market value of the voting and non voting equity held by
non-affiliates as of March 31, 2009 based upon the closing price of the Common
Stock on the Over-the-Counter Bulletin Board and Frankfurt Stock Exchange for
such date was $9,460,217 as of March 31, 2009. There were a total of
approximately 18,772,003 shares held by non-affiliates as of such date.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Shares Outstanding as of March 31, 2009
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Class A Common Stock, $0.01 par value 30,406,246
Class B Common Stock, $0.01 par value 5,361,876
2
STATEMENT OF FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain "forward-looking"
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) and information relating to MedLink International, Inc. and its
subsidiaries (collectively the "Company") that are based on the beliefs of the
Company's management, as well as, assumptions made by and information currently
available to management. When used in this report, the words "estimate,"
"project," "believe," "anticipate," "intend," "expect" and similar expressions
are intended to identify forward-looking statements. The Company's actual
results may vary materially from the forward-looking statements made in this
report due to important factors, including, but not limited to: the Company's
need to obtain additional financing or equity; uncertainties associated with
changes in state and federal regulations, including the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), and certain other factors
detailed below under Risk Factors.
As for the forward-looking statements that relate to future financial
results and other projections, actual results will be different due to the
inherent uncertainty of estimates, forecasts and projections and may be better
or worse than projected. Given these uncertainties, you should not place any
reliance on these forward-looking statements. These forward-looking statements
also represent our estimates and assumptions only as of the date that they were
made. The Company expressly disclaims a duty to provide updates to these
forward-looking statements, and the estimates and assumptions associated with
them, after the date of this filing to reflect events or changes in
circumstances or changes in expectations or the occurrence of anticipated
events.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise. You are advised, however, to consult any additional disclosures
the Company makes in its Form 10-K, Form 10-Q and Form 8-K reports to the
SEC. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
Information regarding market and industry statistics contained in this
Report is included based on information available to the Company which it
believes is accurate. The Company has not reviewed or included data from all
sources, and cannot assure stockholders of the accuracy or completeness of the
data included in this Report. Forecasts and other forward-looking information
obtained from these sources are subject to the same qualifications and the
additional uncertainties accompanying any estimates of future market size,
revenue and market acceptance of products and services.
Throughout this report we refer to MedLink International and its consolidated
subsidiaries as "MedLink," "the Company," "we," "us," and "our."
3
PART I
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Item 1. Business
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Business Overview
MedLink is a healthcare information enterprise system business focused
on the physician sector headquartered in Ronkonkoma, NY. The Company is in the
business of selling, implementing and supporting software solutions that provide
healthcare providers with secure access to clinical, administrative and
financial data in real-time, allowing them to improve the quality, safety and
efficiency in the delivery of healthcare services.
MedLink offers its services as stand-alone, combined or enterprise-wide
systems. Development of its flagship product, MedLink TotalOffice, an electronic
health record ("EHR") that was implemented in 2005 ("TotalOffice EHR"). Once
product development was completed, MedLink transitioned its focus to
commercializing MedLink TotalOffice EHR and received ambulatory EHR
certification from the Certification Commission for Healthcare Information
Technology ("CCHIT") in October, 2008. In addition, MedLink has developed a
"Lite" version of MedLink TotalOffice and a broad product offering that
includes: a personal health record/e-Health website ("MyMedLinkChart"); a
picture archiving and communication system ("MedLink Remote PACS"); a private
communication network through which healthcare content and information is
delivered to a physician's waiting room and displayed on a 40" flat screen TV
("MedLink TV"). The Company currently markets its products and services through
endorsement relationships with medical societies, imaging centers, labs and
hospitals ("Value-Added Strategic Partners").
MedLink International, Inc. is a Delaware corporation. The Company's
Class A Common Stock trades on the Over-the Counter Bulletin Board under the
symbol "MLKNA.OB" and its Class B Common Stock trades on the Frankfurt Stock
Exchange under the symbol "WM6B".
The Company's web site address is www.medlinkus.com.
The MedLink Vision:
Our goal is to create one of the largest hub for health records in the
United States. We plan to achieve this by meeting our stated mission statement
below.
"We will offer the medical community applications and services that we
believe will ease accessibility to information related to patient care
through the creation of a secure digital environment, while making it
accessible to institutions both large and small at an affordable price
in order to achieve the highest level of participation."
We are dedicated to creating and providing the digital backbone for the delivery
of enhanced medical services to healthcare professionals worldwide through a
suite of network, communication, management, financial and value-added solutions
through the utilization of our Virtual Private Network ("VPN"). Our VPN connects
healthcare professionals with vital information and key resources creating
efficiencies and thereby achieving optimal, real-time delivery of patient
information.
We are driven by our vision of creating a national, paperless, healthcare hub,
combining the wisdom of healthcare professionals and the latest in integrated
4
technology to provide solutions for the current and future challenges facing the
healthcare industry. We are determined to become a market leader that
physicians and healthcare professionals will turn to for real-time,
cost-effective access to a myriad of patient information at the touch of a
button.
MedLink Product Offerings
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MedLink TotalOffice EHR 3.1
MedLink's core product offering is its MedLink TotalOffice EHR
("MedLink EHR"), a 2008 CCHIT Certified product. The MedLink EHR is a healthcare
information enterprise system that provides physician practices with electronic
access and control over patient records. It enables the primary provider to
easily manage the process of creating, maintaining and adding to patient
electronic health records. TotalOffice EHR contains the patient's demographic
information, notes, appointments, lab results, prescriptions, documents, history
of visits, as well as all insurance and financial information. It is also
designed to centralize the patient's medical records and streamline the
diagnostic and treatment process while connecting the physician seamlessly with
outside resources such as radiology centers, labs, pharmacies and insurance
companies. MedLink EHR includes a billing application which enables the product
to achieve full revenue cycle management capabilities.
A key feature of the MedLink EHR is the MedLink Virtual Private Network
("MedLink VPN").The MedLink VPN allows physician practices to securely
communicate with each other and remotely access and retrieve patient records,
lab results, X-Rays, CAT Scans and other Personal Health Information ("PHI").
The data is stored and replicated in two separate data centers located in
different regions of New York. The system is compliant with the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") and HL7. The MedLink VPN
also incorporates streaming video technology, enabling remote viewing of
procedures or delivery of continuing education or training materials by a
hospital to its doctors and staff, and communications software allowing for
secure messaging among hospital personnel.
MedLink TotalOffice can improve healthcare quality and reduce costs by
preventing medical errors, reduce paperwork and reduce administrative
inefficiencies. Additionally, it automates administrative workflow, including
scheduling, patient billing and collection and claims management.
MedLink EHR Lite
The MedLink EHR Lite ("EHR Lite") works in conjunction with the
MedLink EHR for referring physicians to view radiology reports and images,
submit and receive lab results and to prescribe medications electronically. The
referring physicians of radiology centers and laboratories affiliated with
MedLink and the Company's Strategic Partners utilize the EHR Lite, free of
charge, to view current and past reports on their patients enabling them to
generate a more accurate electronic health record of their patients, while
providing the practice with additional functionality such as scheduling, tasks,
patient chart, e-prescription, e-labs and e-radiology. The seamless integration
into a patient's electronic health record is unique to our products and we hope
to make the process the standard moving forward for the delivery of reports and
images from radiology centers. We believe EHR Lite will help to speed the
diagnostic process and significantly reduce patient wait times, while providing
a stepping stone to full EHR functionality provided by the MedLink EHR.
5
MedLink TV
MedLink TV is currently deployed in the waiting rooms of more than
200 medical offices and clinics in 7 states, and has received the endorsement of
nearly a dozen medical societies including the Texas Medical Association and New
York County Medical Society. We believe MedLink TV comprises one of the foremost
out-of-home broadcast networks reaching a captive audience of consumers. MedLink
TV offers advertisers a unique channel and innovative approach to reaching
consumers, in the waiting rooms of physician's offices and outpatient clinics,
while they wait for medical visits and procedures. The network balances
informational and advertising content with dynamically delivered, informative,
educational and entertaining programming with a focus on health issues and
well-being.
The forecasts for digital signage hardware and Out-of-Home ("OOH") video
advertising sales recently issued by four independent research firms highlight
an industry that has emerged as the dynamic "Fourth Screen" in communications
and advertising. PQ Media stated that within the U.S. market, the industry is
expected to grow 11.2 percent to $2.4 billion in 2008 and at a compounded annual
growth rate of 12.9 percent from 2007 to 2012. The market for the "Fourth
Screen" has developed as a result of increased direct pharmaceutical marketing
regulations to physicians as well as increased disclosure guidelines in
Direct-to-Consumer Advertising ("DTCA"). Thus, major pharmaceutical marketers
are now reallocating their marketing budgets to the "Fourth Screen" and patient
education forums.
MyMedLinkChart.com
MyMedLinkChart is a personal health record that combines data,
knowledge and software tools to help a physician's patients become active
participants in their own healthcare.
Physicians and networks will be able to upload patient charts through
MyMedLinkChart.com. The patient chart, or continuity of care document ("CCD"),
will be available to MedLink EHR and EHR Lite users via connectivity to
MyMedLinkChart.com. MyMedLinkChart will provide the patients access to clinical
patient data including: clinical problems list, procedures and treatments,
family history, social history, insurance data, advanced legal directives,
allergy alerts, current and relevant historical medications, immunizations,
vital signs, lab results and care plans.
Additionally, per an agreement reached in August with Microsoft Health Solutions
Group, MedLink makes the CCD available to HealthVault users as well via
MyMedLinkChart.com. The integration of MyMedLinkChart with Microsoft's
HealthVault enables patients to view, save and send clinical information from
within their HealthVault account, further improving coordination of care.
HealthVault encourages patients to drive demand for physicians to implement
EHRs, such as MedLink's TotalOffice EHR.
Physicians are the key to helping patients create and manage their personal
health records. That's what we believe at MedLink and that's what makes our
personal health record solution so different, it encourages the sharing of
information between doctor and patient with the goal of, what the American
College of Physicians and the American Academy of Family Physicians have called,
a collaborative effort in bringing patient health records, electronic medical
records and other technologies into the office to support an ongoing
patient-physician relationship. With the click of button from the patient chart
of wither the MedLink Ehr or EHR Lite a provider can securely transmit a
patients personal health record to a patient, that the patient can then access
and share free of charge at www.mymedlinkchart.com.
6
Key Business Attributes
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The Company has compelling opportunities in the attractive and dynamic
healthcare information technology industry. The Company is poised for
significant revenue growth and profitability through its strategic partnerships
and opportunities.
Significant Market Opportunity
o Currently, out of the estimated 600,000 physicians in the U.S., only
15-20% are estimated to have employed EHRs for their practice.
o This market is expected to grow significantly in the next several years
as legislation and federal directives drive EHR adoption among
physicians.
- The Bush Administration mandated that physicians switch all
patient records to electronic form by 2014. The mandate has
received bi-partisan support from Congress and President
Obama;
- Medicare Electronic Medication and Safety Protection Act
provides financial incentives for physicians to use
e-prescribing systems that have current year CCHIT
certification;
- Medicare Prescription Drug, Improvement, and Modernization Act
of 2003 permits hospitals and other organizations to provide
e-prescribing and EHR software, information technology and
training services to physicians; and
- Private and public initiatives for healthcare IT adoption have
currently made available more than $700 million. The majority
of subsidies and grants require current year CCHIT
certification.
- More than $20 billion was provided for the adioption fo
healthcare IT in early 2009
Value-Added Strategic Partners
o The Company has received endorsements from one of the largest medical
associations in the U.S. as well as four New York based medical
societies.
o The Company continues to form valuable strategic partnerships with
imaging centers, laboratories, RHIO's and other facilities through the
integration of their systems with the Company's EHR.
Targeted Installation Base
o The Company's value-added partners provide a "captive" base of
physicians as customers for the Company's products.
o The Company has a focused sales and marketing effort underway to
leverage this prime access opportunity to reach these physicians.
Attractive Value Proposition
o The primary barrier to EHR adoption among physicians is cost. The
Company offers an attractive value proposition through MedLink EHR and
EHR Lite. EHR Lite provides physicians with basic EMR functionality at
no upfront cost to the physician, creating a sticking point for later
full EHR conversion.
o The Company's EHR is priced below competing products with similar
services.
o Quick deployment of the Company's EHR, makes the product very
attractive to physicians and counterparties.
7
2008 CCHIT Certification
o The Company's EHR was one of 8 products which received full
certification in October, 2008.
o This certification creates a tremendous competitive advantage for the
Company in its targeted customer base, the small to medium sized
physician office marketplace, as financial incentives are available to
providers who use a 2008 CCHIT certified EHR product.
HEALTHCARE INFORMATION TECHNOLOGY MARKET
Despite the turbulence in the worldwide macroeconomic environment, we
believe the fundamental drivers for healthcare IT demand and adoption remain
intact. We believe our primary end market, healthcare, is likely to be more
resilient to tough economic conditions than most segments. Our solutions play an
important role in improving safety, efficiency and cost and are therefore
usually ranked high against competing priorities. Most of our clients also
believe they must invest in IT to meet current and future regulatory, compliance
and government reimbursement models.
New changes to the Medicare Modernization ACT (MMA) Part D regulations will
require prescriptions for Medicare Part D be transmitted electronically
effective January 1, 2009. The Company views this as a major development that
will spur growth in its EHR solutions, and significant adoption of its EHR Lite
solution. Some of the major private insurance carriers are discussing similar
policies and the company expects e-prescription to become the standard in the
next few years, compared to 2007 where only 2% of all prescriptions were
submitted electronically.
Medicare physicians who use e-prescribing technology will be eligible for
incentive payments:
o 2% in fiscal year 2009 and 2010
o 1% in 2011 and 2012
o 0.5% in 2013
Physicians participating in Medicare who do not e-prescribe:
o 1% payment cut in 2012
o 1.5% payment cut in 2013
o 2% in subsequent years
With healthcare spending estimated at over $2 trillion and 16% of the U.S. Gross
Domestic Product and growing, politicians and policy makers agree that the
current healthcare system is unsustainable. And leaders of both parties express
commitment to the intelligent use of information systems that improve health
outcomes and correspondingly drive down cost. We believe one reason for the
bi-partisan support of HIT is a study by RAND Corp. published in October 2005
that concluded widespread adoption of HIT could cut the total cost of healthcare
by about 10%. Although policy experts have different opinions on the rates of
HIT adoption and how quickly benefits can be realized, there is consensus that
HIT has the potential to contribute to significant costs savings.
Also, increasing healthcare spending, safety and quality concerns, and
inefficient care are not issues isolated to the United States. Most other
countries are experiencing similar trends, a fact that creates a favorable
environment internationally for HIT solutions and related services.
Overall, while the current economic turmoil warrants close monitoring, our end
markets appear to remain solid. But we understand the possibility that a
sustained recession and credit crunch could impact our clients' ability to
invest in HIT.
8
The Healthcare Industry Overview
United States healthcare expenditures are a significant and growing
component of the U.S. economy, representing $2.1 trillion in 2006, or 16 percent
of GDP. Expenditures increased by 6.5 percent in 2005 and 6.7 percent in 2006
and are expected to almost double to $4.3 trillion and represent nearly 20
percent of GDP, in 2017.(1)
As an industry, healthcare services are generally provided through a fragmented
group of providers that have, in many cases, historically under-invested in
administrative and clinical solutions. The administrative portion of healthcare
costs for providers is expected to continue to expand due in part to the
increasing complexity in the public and private reimbursement process. Thus, a
greater administrative burden is being placed on providers, or physicians, to
accurately report and document healthcare services provided to the patient. This
is further compounded by the fact that many providers, which are grouped in
small physician practices, lack the technological infrastructure and human
resources to bill, collect and obtain full reimbursement for their services, and
instead rely on inefficient, labor-intensive processes to perform these
functions. Healthcare is a relatively information-intensive industry and the
lack of information technology adoption by healthcare providers has resulted in
a largely paper-based records system that is inefficient and time-consuming.
Industry experts believe there is significant potential to transform a
paper-based system into electronic records system and then leverage the
resulting information with analytics to provide better care with lower
administrative costs.
Payment for healthcare services generally occurs through complex and frequently
changing reimbursement mechanisms involving multiple parties, such as commercial
payors (insurance companies) and government payors (Medicare and Medicaid
programs). The federal government contributed 46 percent of healthcare payments
in 2006 and government mandates continue to increase the complexity of the
reimbursement process. In addition, private insurance accounts for 35 percent of
healthcare payments in 2006 and tends to follow the government's reimbursement
policies, which adds another layer of reimbursement complexity. Despite
significant consolidation among private payers in recent years, claims systems
have often not been sufficiently integrated, resulting in persistently high
costs associated with administering these plans. Government payers also continue
to introduce more complex rules to align payments with the appropriate care
provided. As a result, the Company believes payers and providers will continue
to seek solutions that automate and simplify the administrative and clinical
processes of healthcare.
Peter R. Orszag, Director of the United States Congressional Budget
Office, recently said, "health care represents the central fiscal challenge
facing the nation." Sometime in President-elect Obama's first term, Medicare
Part A (hospital insurance) is expected to turn cash flow negative. If Medicare
had to be accounted for similar to that of a company pension fund, it would be
underfunded by $34 trillion. In order to solve this problem, the government is
promoting higher investment in HIT and President-elect Obama pledged to spend
$10 billion annually for five years to improve HIT adoption by healthcare
providers, which is a core component of his plan to improve the U.S. healthcare
system.
Larger and more populated states are likely to present greater healthcare IT
opportunities than smaller states, due to the increased number of hospitals and
physician practices. MedLink has endorsements and affiliations with Value-Added
Strategic Partners in California, New York and Texas, three of the top five
states.
9
Market Drivers
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According to American Medical Association data, there are over 600,000
physicians in the U.S. practicing medicine and approximately 220,000 physician
practices. Because the physician practice market is highly fragmented and there
has been little financial or clinical incentive for physician practices to adopt
an EHR solution, it is estimated that only approximately 13 percent of physician
practices have employed electronic health records for their practice. Thus, the
market for adoption will be driven by factors such as federal and state mandates
as well as industry standards.
Electronic Health Records
The main market driver which is leading to EHR adoption is President
Bush's federal mandate that all physicians utilize electronic health records by
2014. President Obama has reiterated the need for greater investment in HIT and
supports the Bush Administration's mandate. President Obama has pledged to spend
$10 billion a year over five years to invest in HIT. Furthermore, HIT spending
was included as one of the five components of the Economic Recovery Plan.
Federal Initiatives
Rep. Pete Stark (D-Calif.), Chairman of the House Ways and Means Health
Subcommittee, introduced the Health-e Information Technology Act of 2008 in
September 2008, with incentives that could total millions of dollars for
doctors. Financial incentives through Medicare to doctors and hospitals that
adopt and use EHR systems that are certified as meeting standards for
interoperability, security, and clinical utility (e.g. CCHIT). Physicians who
install and utilize an approved system would be eligible for incentive payments
totaling up to approximately $40,000 over five years. One of Speaker Nancy
Pelosi's senior health policy advisers attended a HIT industry forum in late
October 2008 and emphasized the Democrats' belief that improving HIT is the
foundation of improving the U.S. healthcare system.
Healthcare spending continues to expand. The nonpartisan Congressional Budget
Office projects that, if left unchecked, total spending on healthcare in the
United States would rise from 16 percent of the gross national product in 2007
to 25 percent in 2025. HIT is one of the few answers. A study by RAND Corp.
published in October 2005 found that widespread adoption of HIT could cut the
total cost of healthcare by about 10 percent.
Another factor we believe is favorable for the HIT industry in the United States
is the continued focus by Centers for Medicare and Medicaid Services (CMS) and
other payers on linking medical care payments to quality and safety, an approach
commonly referred to as "pay for performance." Some pay for performance plans
offer additional reimbursement for healthcare providers that can demonstrate
high levels of quality and safety. Based on CMS' final rule for changes to the
2008 inpatient prospective payment system (IPPS), there will also be instances
where providers are not paid for treatment of conditions acquired while in the
hospital if the condition is deemed reasonably preventable through the
application of evidence-based guidelines. This change, effective in October
2008, is positive for the HIT industry because ensuring compliance with
evidence-based guidelines is easier for organizations with an HIT system.
Additionally, an expected increase in the number of Diagnosis-Related Groups
(DRGs) that are used to determine how much providers are reimbursed for
providing care will also contribute to the need for HIT systems that can be used
to more efficiently and accurately document and accurately submit care for
reimbursement.
10
In 2009, rising costs and varying quality have solidified healthcare as a
tier-one issue. Presidential candidates in both parties favor using HIT to
create efficiencies in the system and address the underlying issue of chronic
illness.
Increasing healthcare spending and challenges in the quality and efficiencies of
care are not isolated to the United States. Most other countries are
experiencing similar trends, a fact that creates a favorable environment
internationally for HIT solutions and related services.
Reflective of these favorable national and global trends, the HIT market remains
very competitive. The market could be impacted by factors such as changes in
reimbursement rates to hospitals and physicians, a slowdown in adoption of HIT
and changes in the political, economic and regulatory environment.
State Initiatives
From January 2007 to August 2008, more than 370 bills with provisions
relating to HIT were introduced by state legislators according to the National
Conference of State Legislatures. During this same time frame, 132 bills were
enacted in 44 states and the District of Columbia. Of the 132 bills that were
passed, a majority of the legislation focused on five policy trends: planning;
targeted financing initiative; updated privacy laws to facilitate health
information exchange; promoting health information exchange; and advancing
adoption and use. Thus, States are pursuing a "carrot and stick" approach by
providing mandates, but also encouraging adoption through financial incentives
to the physician through grants and reimbursement as well as actively convening
stakeholders to promote market acceptance.
Regional Health Information Organizations
As part of its growth strategy to expand its customer base and rapidly
increase revenues, MedLink has submitted responses to request for proposals for
inclusion as a preferred vendor to a number of Regional Health Information
Organizations ("RHIO"). MedLink is various stages of a targeted marketing plan
with several RHIOs as RHIOs are quickly becoming key intermediaries to support
federal and state financial incentive programs by allocating subsidies and
grants to physicians in order to pay for EHR software and installation. The
Company has responded to several Requests for Quotations ("RFQs"), was invited
to various interview rounds and has demonstrated its EHR products with some of
the following organizations: Primary Care Information Project (1,400 physicians
& $60mm in EHR grants); The American College of Physicians (126,000 physicians);
Western New York Clinical Information Exchange (a.k.a. HealtheLink - 3,000
physicians & $5.2mm in EHR grants); Interboro RHIO (150 physicians & $7.7mm in
EHR grants); Long Island Patient Information Exchange (5,000 physicians & $19mm
in EHR grants); and State Volunteer Mutual Insurance Company (17,000
physicians). Public and private initiatives have currently made available more
than $700 million in initiatives for HIT adoption of EHR software and
implementation costs. MedLink expects to receive endorsements from several RHIOs
located in the New York regional area representing approximately $104.6 million
in EHR initiatives. Prior to receiving 2008 CCHIT certification, MedLink was not
eligible to participate as a vendor to RHIOs. Since the Company's CCHIT
certification, it has begun to aggressively submit RFQs to these organizations.
RHIO participation is a key component of MedLink's growth strategy and is
consistent with the Company's business model to provide low-cost products to
physicians.
An example of a RHIOs' impact on an EHR company is E-Clinical Works'
endorsement from Primary Care Information Project as a result of their 2006
CCHIT certification. E-Clinical received several such endorsements and was able
to realize revenue growth of $7 million to $60 million in just three years.
11
Pay for Performance
The CMS, as well as commercial and private payers, are continuing to
focus on linking medical care payments to quality and safety, an approach
commonly referred to as "pay for performance". Some pay for performance plans
offer additional reimbursement for healthcare providers that can demonstrate
high levels of quality and safety. Based on CMS' final rule for changes to the
2008 inpatient prospective payment system, there will also be instances where
providers are not paid for treatment of conditions acquired while in the
hospital if the condition is deemed reasonably preventable through the
application of evidence-based guidelines. This change, effective in October
2008, is a positive factor for the HIT industry because ensuring compliance with
evidence-based guidelines is far easier for organizations with an HIT system.
Additionally, an expected increase in the number of diagnosis-related groups
that are used to determine reimbursement to providers will also contribute to
the need for HIT systems that can be used to more efficiently and accurately
document and submit care charges for reimbursement.
In July 2008, the Medicare Improvements for Patients and Providers Act
of 2008 was passed. It places a two percent increase on reimbursement for
physicians who use e-prescription in 2009 and 2010, a one percent increase in
2011 and 2012 and one half percent increase in 2013. Healthcare providers who do
not use e-prescription by 2012 will be penalized. A recent study at Brigham and
Women's Hospital in Boston found that e-prescribing systems that include
formulary decision support can save $845,000 per 100,000 patients a year. The
study examined data collected over 18 months from two Massachusetts insurers
covering 1.5 million patients.
At the end of October 2008, Blue Cross Blue Shield of Massachusetts ("BCBSMA")
decided to require physicians to electronically prescribe medications in order
to qualify for any of its physician incentive programs effective January 1,
2011. Additionally, BCBSMA plans to help doctors by supporting a number of new
licenses in 2009. The initiative addresses recent "pay for performance"
e-prescribing measures, coming one year before the CMS deadline for prescribing
without penalty.
CCHIT
CCHIT is a private, nonprofit initiative for certification of
electronic health records and their networks, which was formed in 2004. In 2005,
the Department of Health and Human Services awarded CCHIT with a contract to
develop, create prototypes for, and evaluate the certification criteria and
inspection process for EHRs. Since CCHIT began certifying two years ago, it has
certified 150 EHR products, representing 50 percent of all EHR vendors and 75
percent of the EHR market. However, as the HIT industry has developed,
certification standards have increased significantly and only ten physician
focused EHR products were certified in 2008 for the certification period
beginning September 30, 2008 continuing through the third or fourth quarter of
2009. Companies must reapply each year for certification in order to receive all
associated benefits. MedLink has already begun development upgrades for the 2009
CCHIT certification. Although, CCHIT is planning to offer independent
certification for a personal health record and e-prescription applications,
MedLink personal health record and e-prescription applications are currently
certified through their 2008 certification. MedLink plans to continue to certify
all of its products through CCHIT.
CCHIT is endorsed by many professional organizations, including the American
Medical Association and Medical Group Management Association. CCHIT
certification is an important designation as many healthcare providers are
mandated to purchase healthcare information technology with this designation.
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CCHIT has interoperability criteria for each year and companies must reapply for
current year certification to receive all associated benefits. Interoperability
is the ability of different information technology systems and software
applications to communicate; to exchange data accurately, effectively and
consistently; and to use the information that has been exchanged. A new study
from the Center for Information Technology Leadership at Partners Healthcare
System has found that widespread adoption of interoperable personal health
records could save the U.S. health care system more than $19 billion annually
after expenses. CCHIT certification ensures that certified EHR products will
communicate with healthcare systems and ease adoption in the marketplace.
After the 2008 presidential election, it was announced at a healthcare IT
advisory panel meeting that the CCHIT will stay in place. Additionally, Robert
Kolodner, National Coordinator for Health Information Technology (a permanent
Department of Health and Human Services position that will not change under the
Obama administration), praised CCHIT.
The Bush administration has mandated that all physicians utilize electronic
health records by 2014. There are currently over 600,000 physicians in the U.S.
and only fifteen percent (15%) of them have employed electronic health records
for their practice. This creates a tremendous opportunity and MedLink is
addressing this $28 billion dollar market with its innovative, cost-effective
technology that will be in major demand by medical professionals, a market which
is expected to grow aggressively in years to come.
The Health Information Technology (HIT) marketplace remains strong.
Domestically, the overall financial condition of hospitals remains solid, and
there continues to be incentive for them to purchase health information
technology to address safety, quality, and efficiency needs. With annual HIT
spending in the United States of $1.9 trillion, or 16 percent of the gross
domestic product, there is still broad bipartisan support of HIT, with several
pieces of pending legislation containing provisions that encourage both
hospitals and physician practices to adopt HIT. Globally, there continues to be
a high level of interest in HIT at the country-wide and regional levels that is
driven by similar safety, quality, and efficiency needs as those driving demand
in the United States.
In a report published by IDC's Health Industry Insights, the research and
advisory firm forecasts total information technology (IT) spending for the
electronic health record (EHR) market in the United States to increase to $4.8
billion in 2015. The study reveals a compounded annual growth rate (CAGR) of
15.8% in the EHR market over the next ten years, with current spending in that
market estimated at $1.1 billion in 2005.
Policy Reforms
The federal government is currently using its position as the nation's
leading purchaser of healthcare products and services to promote HIT use. For
example, CMS and the Office of the Inspector General (OIG) are allowing acute
care organizations to help provide referring physicians with hardware, software,
training and support necessary to implement e-prescribing or interoperable
electronic medical record systems.
To increase the availability of healthcare pricing information, CMS posts
information on what Medicare will pay for 30 common elective procedures and
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other hospital admissions. We believe this focus on transparency could incent
healthcare organizations to use technology to improve safety and efficiency.
Private Sector Approaches
Healthcare costs are a significant issue for employers as well.
According to the Journal of Occupational and Environmental Medicine,
productivity losses related to personal and family health problems cost U.S.
employers $1,685 per employee per year or about $226 billion annually. The cost
of health insurance rose 7.7 percent in 2006, much higher than the overall rate
of inflation (3.5 percent) or the increase in workers' earnings (3.8 percent).
Faced with these costs, some large employers have become advocates of HIT. For
example, Applied Materials, Inc., BP America, Inc., Cardinal Health, Inc., Intel
Corporation, Pitney Bowes, Inc. and Wal-Mart Stores, Inc. founded an initiative
in 2006 focused on creating personal health records for their employees. We
believe this type of employer activism is a positive for the HIT industry as it
supports wider-spread adoption of electronic medical records.
Competition
The market for HIT solutions and services is intensely competitive,
rapidly evolving and subject to swift technological change. The Company's
principal existing competitors in the physician healthcare information
enterprise systems include: Allscripts, Athenahealth, E-Clinical, and Greenway
Medical, each of which offers a suite of software solutions and services that
compete with many of the Company's software solutions and services in the
physician practice market. In addition, the Company expects that major software
information systems companies, large information technology consulting service
providers, system integrators, managed care companies and others specializing in
the security industry may offer competitive software solutions or services.
The pace of change in the HIT market is rapid and there are frequent new
software solution introductions, software solution enhancements and evolving
industry standards and requirements. The main competitive factors in this market
include: the breadth and quality of system and software solution offerings, the
stability of the information systems provider, the features and capabilities of
the information systems, the ongoing support for the system and the potential
for enhancements and future compatible software solutions. MedLink believes that
with the CCHIT certification initiative, the market will become less fragmented.
MedLink also believes its strategic alliances with healthcare associations and
medical societies will enable it to become a leading provider of such services
to physicians in both large and small physician practices.
MedLink TotalOffice EHR meets all industry standards set by CCHIT for 2008 and
is well positioned against the offerings of MedLink's closest competitors.
Future Capital Requirements
In 2008, MedLink engaged Shattuck Hammond Partners, one of the nation's
premier investment banks focused on Healthcare services companies and a division
of Morgan Keegan & Company, Inc. Shattuck Hammond will act as the exclusive
financial advisor and investment banker for MedLink and assist the Company in an
equity raise to fund the Company's aggressive organic growth and acquisition
strategies. Our primary needs for cash over the next twelve months will be to
fund increased marketing expenses, working capital, fund capital expenditures,
contractual obligations and investment needs of our current business.
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Contractual Obligations
We have contractual obligations to maintain operating leases for
property. The following table summarizes our long-term contractual obligations
and commitments as of December 31, 2008:
Less than
Total 1 year 1-3 years
----- ------ ---------
Operating lease obligations $ 850,992 $ 129,500 $ 460,032
The commitments under our operating leases shown above consist
primarily of lease payments for our Ronkonkoma, New York corporate headquarters
and our Atascadero, California location.
Off-Balance Sheet Arrangements
As of December 31, 2008 and December 31, 2007, we did not have any
relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose entities,
which would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes.
Recent Business Developments
CBS Radio
MedLink is currently working CBS Radio, to develop a comprehensive
e-Health portal for patients with access to more than 5,000 medical topics
designed for medical education and information on more than 1,200 medications.
MedLink and CBS Radio recently signed a definitive agreement for strategic
partnership to establish MyMedLinkChart as the health internet portal/website
for six of CBS Radio's New York affiliate stations to be launched in during the
2nd quarter of 2009. The partnership is expected to expand to CBS Radio's 150
broadcast affiliates in 35 cities nationwide within the next 18-24 months,
creating an immediate presence and demand for MyMedLinkChart as well as create a
"brand" for MedLink's products. MyMedLinkChart will likely resemble WebMD's
health website, which provides health information services to consumers,
physicians, healthcare professionals, employers, and health plans through its
public and private online portals. The partnership represents a significant
advertising revenue sharing opportunity for MedLink as an estimated 4,000,000
monthly users visit just one of CBS Radio's websites, 1010 WINS., as compared
top WebMD, that averages 15,000,000 monthly visitors to its portals.
Zwanger-Perisi Radiology
In March of 2009, MedLink signed an agreement with Zwanger-Perisi
Radiology, an Imaging group that operated eight (8) diagnostic imaging centers
in New York to provide referring providers of Zwanger the MedLink EHR Lite.
Under the terms of the agreement Zwanger will pay to MedLink annual integration
fee's per provider for MedLink to deliver Zwanger DICOM studies and related
reports.
New Corporate Headquarters
In March 2009, MedLink moved to new corporate headquarters in
Ronkonkoma, NY. The new office increases MedLink's headquarters from 4,000
square feet to 7,400 square feet. The additional office space is leased through
2014 and will meet the company's growth needs. The new office is located in a
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free trade zone in the town Of Islip, NY, reducing the overall cost for the
company compare to its previous lease.
Regional Health Information Organization (RHIO)
Since realizing 2008 CCHIT certification the Company has qualified and
been approached by numerous RHIO's to submit RFQ's. Currently the MedLink EHR
and its related services are finalists for the E-Health Network of Long Island
RHIO, Long Island Information Exchange (LIPIX) and Interboro RHIO. The Company
expects decisions from these RHIO's and other RHIO's over the course of the 2nd
quarter of 2009.
Center for Medicare and Medicaid 2009 PQRI
In April 2009, MedLink announced that its CCHIT 2008 certified MedLink
Total Office EHR 3.1 had been selected by the Centers for Medicare and Medicaid
Services (CMS) to participate in the Physician Quality Reporting Initiative
(PQRI) 2009 EHR Testing Program. MedLink qualified and was chosen to participate
along with 9 other HIT Vendors to test EHR's as a tool to facilitate simplifying
physician reporting under PQRI.
The Market for MedLink Products and Services
MedLink believes that the market for its products and services consist
of small and medium size medical practices that are looking to reduce their
communication costs and increase employee efficiency, however the MedLink EHR is
scalable for larger clinics but the company intends to focus on the
aforementioned practices. MedLink believes that the best way to market to these
doctors is by establishing a relationship with medical societies, Labs and
radiology centers they are affiliated with, as it has done this with Imaging
Centers, Labs, VAR's, and Medical Societies.
Currently, to the extent that MedLink has engaged in any marketing activities,
it has focused solely on small to medium sized practices primarily that are
affiliated with its Partners.
Customer Dependence
MedLink is in the early stages of its business development and is
solely dependent on a few major customers. MedLink believes that its future
success will be dependent on it developing relationships with medical societies,
RHIO's, labs and radiology centers for access to their doctors. Without these
relationships, MedLink's business is unlikely to succeed.
Intellectual Property
We use trademarks, trade names and service marks for healthcare
information services and technology solutions, including: MedLink TotalOffice
EHR, MedLink EHR Lite, MedLink Remote PACS, MyMedLinkChart, and Autodoc. We also
use other registered and unregistered trademarks and service marks for our
various services. In addition to our trademark registrations and applications,
we have registered the domain names that either are or may be relevant to
conducting our business, including: "www.medlinkus.com, www.medlinkvpn.com,
www.krad.com, www.medlinkchart.com, www.mymedlinkchart.com, www.cbsmedlink.com,
www.mlvpn.com, www.medlinktv.com, www.medlinktotaloffice.com, www.medlinkto.com,
www.medlinkdocmanager.com, www.medlinkpacs.com, www.totalofficemd.com,
www.medlinkint.com, www.cnicoding.com, www.dinddstv.com, www.medlinkccr.com,
medlinkphr.com, medlinktv.net, mymedlinkus.com, petmdchart.com, petvetchart.com,
pinmdtv.com." We also rely on a variety of intellectual property rights that we
16
license from third parties, including various software and healthcare content
used in our services. We rely upon a combination of patent, trade secret,
copyright and trademark laws, license agreements, confidentiality procedures,
nondisclosure agreements and technical measures to protect the intellectual
property used in our business. We generally enter into confidentiality
agreements with our employees, consultants, vendors and customers. We also seek
to control access to and distribution of our technology, documentation and other
proprietary information.
The steps we have taken to protect our copyrights, trademarks, servicemarks and
other intellectual property may not be adequate, and third parties could
infringe, misappropriate or misuse our intellectual property. If this were to
occur, it could harm our reputation and adversely affect our competitive
position or results of operations.
Research & Development
MedLink in 2008committed heavily towards research and development, the
majority of which was spent on development of the MedLink EHR and meeting the
stringent standards of CCHIT.. The Company intends to increase its research and
development activities in 2009 to continue enhancements on the MedLink EHR to
keep up with the ever changing HIT market by expanding its R&D center in
Hyderabad, India..
Government Regulation
- ---------------------
The healthcare industry is required to comply with extensive and
complex laws and regulations at the federal and state levels. Although many
regulatory and governmental requirements do not directly apply to our
operations, our customers are required to comply with a variety of laws, and we
may be impacted by these laws as a result of our contractual obligations. We may
also be impacted by laws regulating the banking and financial services industry
as a result of payment and remittance services and products we offer. For many
of these requirements, there is little history of regulatory or judicial
interpretation upon which to rely. We have attempted to structure our operations
to comply with applicable legal requirements, but there can be no assurance that
our operations will not be challenged or impacted by enforcement initiatives.
We are unable to predict the future course of federal, state or local
legislation and regulatory efforts. Further changes in the law, regulatory
framework or the interpretation of applicable laws and regulations could reduce
our revenue or increase our costs and have an adverse effect on our business,
financial condition or results of operations.
Health Insurance Portability and Accountability Act ("HIPAA")
MedLink believes that its current products and services are HIPAA
compliant and that its future products and services will be HIPAA compliant
because it utilizes third-party solutions, which it believes to be fully secure
and HIPAA compliant. In the event that it is found not to be HIPAA compliant, we
may be subject to lawsuits and regulatory liabilities and we would be unable to
provide services in the medical community.
General. The Health Insurance Portability and Accountability Act of
1996 ("HIPAA") mandated a package of interlocking administrative simplification
rules to establish standards and requirements for the electronic transmission of
certain healthcare claims and payment transactions. These regulations are
intended to encourage electronic commerce in the healthcare industry and apply
directly to health plans, most providers and healthcare clearinghouses ("Covered
17
Entities"). Certain of our businesses, including some of our operations, are
considered Covered Entities under HIPAA and its implementing regulations. Other
aspects of our operations are considered a "business associate" under HIPAA, and
indirectly impacted by the HIPAA regulations as a result of our contractual
obligations to our customers and interactions with other constituents in the
healthcare industry that are Covered Entities ("Business Associates").
Transaction Standards. The standard transaction regulations established
under HIPAA ("Transaction Standards") mandate certain format and data content
standards for the most common electronic healthcare transactions, using
technical standards promulgated by recognized standards publishing
organizations. These transactions include healthcare claims, enrollment, payment
and eligibility. The Transaction Standards are applicable to that portion of our
business involving the processing of healthcare transactions among payers,
providers, patients and other healthcare industry constituents. Failure to
comply with the Transaction Standards may subject us to civil and potentially
criminal penalties and breach of contract claims. The Centers for Medicare &
Medicaid Services is responsible for enforcing the Transaction Standards.
Payers and providers who are unable to exchange data in the required
standard formats can achieve Transaction Standards compliance by contracting
with a clearinghouse to translate between standard and non-standard formats. As
a result, use of a clearinghouse has allowed numerous payers and providers to
establish compliance with the Transaction Standards independently and at
different times, reducing transition costs and risks. In addition, the
standardization of formats and data standards envisioned by the Transaction
Standards has only partially occurred. Multiple versions of a HIPAA standard
claim have emerged as each payer defines for itself what constitutes a
"HIPAA-compliant" claim. To date, payers have published more than 600 different
"companion documents" setting forth their individual interpretations and
implementation of the government guidelines.
In order to help prevent disruptions in the healthcare payment system,
CMS has permitted the use of "contingency plans" under which claims and other
covered transactions can be processed, in some circumstances, in either HIPAA
standard or legacy formats. CMS terminated the Medicare contingency plan for
incoming claims in 2005. The Medicare contingency plan for HIPAA transactions,
other than claims, remains in effect. Our contingency plan, pursuant to which we
process HIPAA-compliant standard transactions and legacy transactions, as
appropriate, based on the needs of our customers, remains in effect. We cannot
provide assurance regarding how CMS will enforce the Transaction Standards or
how long CMS will permit constituents in the healthcare industry to utilize
contingency plans. We continue to work with payers and providers, healthcare
information system vendors and other healthcare constituents to implement fully
the Transaction Standards.
In August 2008, CMS proposed adopting updated standard code sets for
certain diagnoses and procedures known as the ICD-10 code sets and making
related changes to the formats used for certain electronic transactions. If
these or other changes impacting electronic transactions become final, we will
be required to update our software and may be required to implement other
related changes to our systems. These changes may result in errors and otherwise
negatively impact our service levels, and we may experience complications
related to supporting customers that are not fully compliant with the revised
requirements as of the applicable compliance date.
NPI Standard. The national provider identifier ("NPI") regulations
established under HIPAA ("NPI Standard") require providers that transmit any
health information in electronic form in connection with a HIPAA-standard
18
transaction to obtain a single, 10 position all-numeric NPI and to use the NPI
in standard transactions for which a provider identifier is required. Health
plans and healthcare clearinghouses must use a provider's NPI to identify the
provider on all standard transactions requiring a provider identifier. The NPI
Standard took effect on May 23, 2007; however, CMS permitted Covered Entities to
use legacy identifiers through May 23, 2008.
All of our clearinghouse systems are fully capable of transmitting
transactions that include the NPI. We continue to process transactions using
legacy identifiers for non-Medicare claims that are sent to us to the extent
that the intended recipients have not instructed us to suppress those legacy
identifiers. We cannot provide assurance regarding how CMS will enforce the NPI
Standard or how CMS will view our practice of including legacy identifiers for
non-Medicare claims. We continue to work with payers, providers, practice
management system vendors and other healthcare industry constituents to
implement the NPI Standard. Any CMS regulatory change or clarification or
enforcement action that prohibited the processing by healthcare clearinghouses
or private payers of transactions containing legacy identifiers could have an
adverse effect on our business.
Employees
As of the date of this report, MedLink has 25 full time employees.
Potential Future Acquisitions by the Company
The Company may seek, investigate, and if warranted, acquire interests
in companies in exchange for debt, equity, cash or a combination thereof. While
the Company currently intends to search for businesses that have synergies with
MedLink, the Company may not restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of its business
judgment. There is no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to be beneficial to
the Company and its shareholders.
The activities of the Company are subject to several significant risks which
arise primarily as a result of the fact that the Company may acquire or
participate in a business opportunity based on the decision of management which
will, in all probability, act without the consent, vote, or approval of the
Company's shareholders.
Business opportunities may be available to the Company from various sources,
including its officers and directors, consultants, professional advisers,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company will
seek a potential business opportunity from all known sources, but will rely
principally on personal contacts of its officers, directors and consultants as
well as indirect associations between them and other business and professional
people.
Although the Company does not anticipate engaging professional firms
specializing in business acquisitions or reorganizations, if management deems it
in the best interests of the Company, such firms may be retained. The Company
19
may also publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
The Company may acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter into a business
or opportunity involving a start-up or new company. The Company may acquire a
business opportunity in various stages of its operation.
In analyzing prospective business opportunities, management will consider such
matters as synergies with the Company's existing businesses, available Company
technical, financial and managerial resources, working capital and other
financial requirements, history of operations, if any, prospects for the future,
the nature of present and expected competition, the quality and experience of
management services which may be available and the depth of the management, the
need for further research, development or exploration, the potential for growth
and expansion, the potential for profit, the perceived public recognition or
acceptance of products, services, trade or service marks, name identification
and other relevant factors.
Generally, the Company will analyze all available facts and circumstances and
make a determination based upon a composite of available facts, without reliance
upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by management
to be suitable will be selected. Such structures and methods may include, but
are not limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a reorganization,
merger or consolidation transaction. The Company may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization.
Procedures
As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key personnel of
the firm sponsoring the business opportunity, visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and undertake other
reasonable procedures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history, management resumes,
financial information, available projections with related assumptions upon which
they are based, an explanation of proprietary products and services, evidence of
existing patents, trademarks or service marks or rights thereto, present and
proposed forms of compensation to management, a description of transactions
between the prospective entity and its affiliates, relevant analysis of risks
and competitive conditions, a financial plan of operation and estimated capital
requirements, and other information deemed relevant. The Company may not be able
to obtain audited financial statements prior to the closing of a transaction and
therefore, the actual financial state of a business opportunity may be different
than represented. However, the Company will endeavor to obtain audited financial
statements prior to the closing of any transaction as well as contractual
protection against any material changes not reflected in unaudited financial
statements. The Company also will insure that if an acquired company would be
considered to be a significant subsidiary of the Company, the audited financial
20
statements of the acquired company that are required to be filed by the Company
with the Securities and Exchange Commission in connection with such acquisition
will be available for timely filing.
Item 1A. Risk Factors
Many risks affect our business. These risks include, but are not
limited to, those described below, each of which may be relevant to decisions
regarding an investment in or ownership of our stock. We have attempted to
organize the description of these risks into logical groupings to enhance
readability, but many of the risks interrelate or could be grouped or ordered in
other ways, so no special significance should be attributed to these groupings
or order. The occurrence of any of these risks could have a significant adverse
effect on our reputation, business, financial condition or results of
operations.
RISKS RELATING TO DEVELOPMENT AND OPERATION OF OUR SOFTWARE
Our software may not operate properly, which could damage our reputation and
impair our sales.
Software development is time consuming, expensive and complex. Unforeseen
difficulties can arise. We may encounter technical obstacles and additional
problems that prevent our software from operating properly. Client environments
and practice patterns are widely divergent; consequently, there is significant
variability in the configuration of our software from client to client, and we
are not able to identify, test for, and resolve in advance all issues that may
be encountered when clients place the system into use at their facilities. If
our software contains errors or does not function consistent with software
specifications or client expectations, clients could assert liability claims
against us and/or attempt to cancel their contracts with us. These risks are
generally more significant for newer software, until it has been used for enough
time in enough client locations for us to have addressed issues that are
discovered through use in disparate circumstances and environments, and for new
installations, until potential issues associated with each new client's
particular environment and configurability are identified and addressed. Due to
our ongoing development efforts, at any point in time, we generally have
significant software that could be considered relatively new and therefore more
vulnerable to these risks. It is also possible that future releases of our
software, which would typically include additional features, may be delayed or
may require additional work to address issues that may be discovered as the
software comes into use in our client base. If we fail to deliver software with
the features and functionality promised to our clients, we could be subject to
significant contractual damages and face serious harm to our reputation, and our
results of operations could be negatively impacted.
Our software development efforts may be inefficient or ineffective, which could
adversely affect our results of operations.
We face intense competition in the marketplace and are confronted by rapidly
changing technology, evolving user needs and the frequent introduction of new
software and enhancements by our competitors to meet the needs of clients. As a
result, our future success will depend in part upon our ability to enhance our
existing software and services, and to timely develop and introduce competing
new software and services with features and pricing that meet changing client
and market requirements. We schedule and prioritize these development efforts
according to a variety of factors, including our perceptions of market trends,
client requirements, and resource availability. Our software is complex and
requires a significant investment of time and resources to develop, test, and
introduce into use. This can take longer than we expect. We may encounter
unanticipated difficulties that require us to re-direct or scale-back our
21
efforts and we may need to modify our plans in response to changes in client
requirements, market demands, resource availability, regulatory requirements, or
other factors. These factors place significant demands upon our software
development organization, require complex planning and decision making, and can
result in acceleration of some initiatives and delay of others. If we do not
manage our development efforts efficiently and effectively, we may fail to
produce, or timely produce, software that responds appropriately to our clients'
needs, or we may fail to meet client expectations regarding new or enhanced
features and functionality.
As we evolve our offering in an attempt to anticipate and meet market demand,
clients and potential clients may find our software and services less appealing.
In addition, if software development for the healthcare information technology
market becomes significantly more expensive due to changes in regulatory
requirements or healthcare industry practices, or other factors, we may find
ourselves at a disadvantage to larger competitors with more financial resources
to devote to development. If we are unable to enhance our existing software or
develop new software to meet changing healthcare information technology market
requirements and standards in a timely manner, demand for our software could
suffer.
Market changes could decrease the demand for our software, which could harm our
business and decrease our revenues.
The healthcare information technology market is characterized by rapidly
changing technologies, evolving industry standards and new software
introductions and enhancements that may render existing software obsolete or
less competitive. Our position in the market could erode rapidly due to the
development of regulatory or industry standards that our software may not fully
meet or due to changes in the features and functions of competing software, as
well as the pricing models for such software. Our future success will depend in
part upon our ability to enhance our existing software and services, and to
timely develop and introduce competing new software and services with features
and pricing that meet changing client and market requirements. If our products
rapidly become obsolete, it makes it more difficult to recover the cost of
product development, which could adversely affect our operating results.
Our software strategy is dependent on the continued development and support by
Microsoft of its .NET Framework and other technologies.
Our software strategy is substantially dependent upon Microsoft's .NET Framework
and other Microsoft technologies. If Microsoft were to cease actively supporting
..NET or other technologies that we use, fail to update and enhance them to keep
pace with changing industry standards, encounter technical difficulties in the
continuing development of these technologies or make them unavailable to us, we
could be required to invest significant resources in re-engineering our
software. This could lead to lost or delayed sales, loss of functionality;
client costs associated with platform changes, unanticipated development
expenses and harm our reputation, and would cause our financial results and
business to suffer.
Any failure by us to protect our intellectual property, or any misappropriation
of it, could enable our competitors to market software with similar features,
which could reduce demand for our software.
We are dependent upon our proprietary information and technology. Our means of
protecting our proprietary rights may not be adequate to prevent
misappropriation. In addition, the laws of some foreign countries may not enable
us to protect our proprietary rights in those jurisdictions. Also, despite the
steps we have taken to protect our proprietary rights, it may be possible for
unauthorized third parties to copy aspects of our software, reverse engineer
22
our software or otherwise obtain and use information that we regard as
proprietary. In some limited instances, clients can access source-code versions
of our software, subject to contractual limitations on the permitted use of the
source code. Furthermore, it may be possible for our competitors to copy or gain
access to our content. Although our license agreements with clients attempt to
prevent misuse of the source code or trade secrets, the possession of our source
code or trade secrets by third parties increases the ease and likelihood of
potential misappropriation of our software. Furthermore, others could
independently develop technologies similar or superior to our technology or
design around our proprietary rights.
Failure of security features of our software could expose us to significant
liabilities and harm our reputation.
Clients use our systems to store and transmit highly confidential patient health
information. Because of the sensitivity of this information, security features
of our software are very important. If, notwithstanding our efforts, our
software security features do not function properly, or client systems using our
software are compromised, we could face claims for contract breach, fines,
penalties and other liabilities for violation of applicable laws or regulations,
significant costs for remediation and re-engineering to prevent future
occurrences, and serious harm to our reputation.
RISKS RELATED TO SALES AND IMPLEMENTATION OF OUR SOFTWARE
Our sales process can be long and expensive and may not result in revenues. In
addition, the length of our sales and implementation cycles may adversely affect
our operating results.
We typically experience long sales and implementation cycles. How and when to
implement, replace, expand or substantially modify an information system, or
modify or add business processes, are major decisions for healthcare
organizations, our target client market. Furthermore, our software generally
requires significant capital expenditures by our clients. The sales cycle for
our software ranges from 2 to 12 months or more from initial contact to contract
execution. Our implementation cycle has generally ranged from 1 to 6 months from
contract execution to completion of implementation. During the sales and
implementation cycles, we will expend substantial time, effort and resources
preparing contract proposals, negotiating the contract and implementing the
software. Our sales efforts may not result in a sale, in which case, we will not
realize any revenues to offset these expenditures. If we do complete a sale,
accounting principles may not allow us to recognize revenues in the same periods
in which corresponding sales and implementation expenses were incurred.
Additionally, any decision by our clients to delay purchasing or implementing
our software or reduce the scope of products purchased would likely adversely
affect our results of operations.
We may experience implementation delays that could harm our reputation and
violate contractual commitments.
Some of our software is complex and requires a lengthy and expensive
implementation process. Implementation also requires our clients to make a
substantial commitment of their own time and resources and to make significant
organizational and process changes, and if our clients are unable to fulfill
their implementation responsibilities in a timely fashion, our projects may be
delayed or become less profitable. Each client's situation is different, and
unanticipated difficulties and delays may arise as a result of failures by us or
the client to meet our respective implementation responsibilities or other
factors. Because of the complexity of the implementation process, delays are
sometimes difficult to attribute solely to us or the client. Implementation
delays could motivate clients to delay payments or attempt to cancel their
23
contracts with us or seek other remedies from us. Any inability or perceived
inability to implement our software consistent with a client's schedule could
harm our reputation and be a competitive disadvantage for us as we pursue new
business. Our ability to improve sales depends upon many factors, including
successful and timely completion of implementation and successful use of our
software in live environments by clients who are willing to become reference
sites for us.
Implementation costs may exceed our expectations, which can negatively affect
our operating results.
Each client's circumstances may include unforeseen issues that make it more
difficult or costly than anticipated to implement our software. As a result, we
may fail to project, price or manage our implementation services correctly. If
we do not have sufficient qualified personnel to fulfill our implementation
commitments in a timely fashion, related revenue may be delayed, and if we must
supplement our capabilities with third-party consultants, which are generally
more expensive, our costs will increase. Similarly, our operating results will
be negatively affected if our personnel take longer than budgeted to implement
our solutions.
Some of our software is complex and highly configurable and many clients value
our ability to adapt the software to their specific needs. However, this high
degree of configurability has resulted in significant implementation costs,
which have made our offering too expensive for some clients. Our ability to
reach our goals for expansion and to sell to clients with budgetary constraints
depends upon our ability to develop less costly ways of implementing our
software.
Our earnings can vary significantly depending on periodic software revenues.
In any financial reporting period, the periodic software revenues include
traditional license fees associated with sales made in the financial reporting
period, as well as revenues from contract backlog that had not previously been
recognized pending contract performance that occurred or was completed during
the period, and certain other activities during the period associated with
existing client relationships. Although these periodic software revenues
represent a relatively small portion of our overall revenue in any period, they
generally have high margins, and are therefore an important element of our
earnings in any period. These periodic revenues can fluctuate because economic
conditions, market factors, client-specific situations, and other issues can
result in significant variations in the type and magnitude of sales and other
contract and client activity in any period. These variations make it difficult
to predict the nature and amount of these periodic revenues. We believe economic
conditions, and resulting cash conservation by clients, adversely affected our
periodic software revenues in the second half of 2008, and if these conditions
and client reactions continue in 2009, or if for other reasons periodic software
revenues in any period decline from prior periods or fall short of our
expectations, our earnings will be adversely affected.
RISKS RELATED TO OUR INFORMATION TECHNOLOGY ("IT") OR TECHNOLOGY SERVICES
Various risks could interrupt clients' access to their data residing in our
service center, exposing us to significant costs and other liabilities.
We provide remote hosting services that involve running our software and
third-party vendors' software for clients in our Technology Solutions Center.
The ability to access the systems and the data that the Technology Solution
Center hosts and supports on demand is critical to our clients. Our operations
and facilities are vulnerable to interruption and/or damage from a number of
24
sources, many of which are beyond our control, including, without limitation:
(i) power loss and telecommunications failures; (ii) fire, flood, hurricane and
other natural disasters; (iii) software and hardware errors, failures or
crashes; and (iv) computer viruses, hacking and similar disruptive problems. We
attempt to mitigate these risks through various means including redundant
infrastructure, disaster recovery plans, separate test systems and change
control and system security measures, but our precautions may not protect
against all problems. If clients' access is interrupted because of problems in
the operation of our facilities, we could be exposed to significant claims by
clients or their patients, particularly if the access interruption is associated
with problems in the timely delivery of medical care. We maintain disaster
recovery and business continuity plans that rely upon third-party providers of
related services, and if those vendors fail us at a time that our center is not
operating correctly, we could fail to fulfill our contractual service
commitments, which could result in a loss of revenue and liability under our
client contracts. Furthermore, any significant instances of system downtime
could negatively affect our reputation and ability to sell our remote hosting
services.
Any breach of confidentiality of client or patient data in our possession could
expose us to significant expense and harm our reputation.
We must maintain facility and systems security measures to preserve the
confidentiality of data belonging to our clients and their patients that resides
on computer equipment in our hosting center or that is otherwise in our
possession. Notwithstanding the efforts we undertake to protect data, our
measures can be vulnerable to infiltration as well as unintentional lapse, and
if confidential information is compromised, we could face claims for contract
breach, penalties and other liabilities for violation of applicable laws or
regulations, significant costs for remediation and re-engineering to prevent
future occurrences, and serious harm to our reputation.
Inability to obtain consents needed from third party software providers could
impair our ability to provide remote IT or technology services.
We and our clients need consent from some third-party software providers as a
condition to running the providers' software in our service center, or to allow
our employees who work in client locations under facilities management
arrangements to have access to their software. Vendors' refusal to give such
consents, or insistence upon unreasonable conditions to such consents, could
reduce our revenue opportunities and make our IT or technology services less
viable for some clients.
RISKS RELATED TO THE HEALTHCARE IT INDUSTRY AND MARKET
We operate in an intensely competitive market that includes companies that have
greater financial, technical and marketing resources than we do.
We face intense competition in the marketplace. We are confronted by rapidly
changing technology, evolving user needs and the frequent introduction by our
competitors of new and enhanced software. Our principal competitors in our
software business include Cerner, Eclypsis, Allscripts, Quality Systems, GE
Healthcare, McKesson Corporation, and E-Clinical Works. Other software
competitors include providers of practice management, general decision support
and database systems, as well as segment-specific applications and healthcare
technology consultants. Our services business competes with large consulting
firms, as well as independent providers of technology implementation and other
services. Several of our existing and potential competitors are better
established, benefit from greater name recognition and have significantly more
financial, technical and marketing resources than we do. In addition, some
competitors, particularly those with a more diversified revenue base or that are
25
privately held, may have greater flexibility than we do to compete aggressively
on the basis of price. Vigorous and evolving competition could lead to a loss of
our market share or pressure on our prices and could make it more difficult to
grow our business profitably.
The principal factors that affect competition within our market include software
functionality, performance, flexibility and features, use of open industry
standards, speed and quality of implementation and client service and support,
company reputation, price and total cost of ownership. We anticipate continued
consolidation in both the information technology and healthcare industries and
large integrated technology companies may become more active in our markets,
both through acquisition and internal investment. There is a finite number of
hospitals and other healthcare providers in our target market. As costs fall,
technology improves, and market factors continue to compel investment by
healthcare organizations in software and services like ours, market saturation
may change the competitive landscape in favor of larger competitors with greater
scale.
Clients that use our legacy software are vulnerable to sales efforts of our
competitors.
A significant part of our revenue comes from relatively high-margin legacy
software that was installed by our clients many years ago. We attempt to convert
clients using legacy software to our newer generation software, but such
conversions may require significant investments of time and resources by
clients. As the marketplace becomes more saturated and technology advances,
there will be competition to retain existing clients, particularly those using
older generation products, and loss of this business would adversely affect our
results of operations.
The healthcare industry faces financial constraints that could adversely affect
the demand for our software and services.
The healthcare industry faces significant financial constraints. For example,
managed healthcare puts pressure on healthcare organizations to reduce costs,
and regulatory changes and payor requirements have reduced reimbursements to
healthcare organizations. Federal, state and local governments and private
payors are imposing requirements that may have the effect of reducing payments
to healthcare organizations. Our software often involves a significant financial
commitment by our clients. Our ability to grow our business is largely dependent
on our clients' information technology budgets, which in part depends on the
client's cash generation and access to other sources of liquidity. Recent
financial market disruptions have adversely affected the availability of
external financing, and led to tighter lending standards and volatile interest
rates. These factors can reduce access to cash for our clients and potential
clients. In addition, many of our clients' budgets rely in part on investment
earnings, which decrease when portfolio investment values decline. Economic
factors are causing many clients to take a conservative approach to investments,
including the purchase of systems like we sell. If healthcare information
technology spending declines or increases more slowly than we anticipate, demand
for our software could be adversely affected and our revenue could fall short of
our expectations. Challenging economic conditions also may impair the ability of
our clients to pay for our software and services for which they have contacted.
As a result, reserves for doubtful accounts and write-offs of accounts
receivable may increase.
Healthcare industry consolidation could put pressure on our software prices,
reduce our potential client base and reduce demand for our software.
Many healthcare organizations have consolidated to create larger healthcare
enterprises with greater market power. If this consolidation trend continues, it
26
could reduce the size of our target market and give the resulting enterprises
greater bargaining power, each of which may lead to erosion of the prices for
our software. In addition, when healthcare organizations combine they often
consolidate infrastructure including IT systems, and acquisitions of our clients
could erode our revenue base.
Changes in standards applicable to our software could require us to incur
substantial additional development costs.
Integration and interoperability of the software and systems provided by various
vendors are important issues in the healthcare industry. Market forces,
regulatory authorities and industry organizations are causing the emergence of
standards for software features and performance that are applicable to our
products. Healthcare delivery and ultimately the functionality demands of the
electronic health record are now expanding to support community health, public
health, public policy and population health initiatives. In addition,
interoperability and health information exchange features that support emerging
and enabling technologies are becoming increasingly important to our clients and
require us to undertake large scale product enhancements and redesign.
For example, the Certification Commission for Healthcare Information Technology,
or CCHIT, is developing comprehensive sets of criteria for the functionality,
interoperability, and security of healthcare software in the U.S. Achieving
CCHIT certification is evolving as a de facto competitive requirement, resulting
in increased research and development expense to conform to these requirements.
Similar dynamics are evolving in international markets. CCHIT requirements may
diverge from our software's characteristics and our development direction. We
may choose not to apply for CCHIT certification of certain modules of our
software or to delay applying for certification. The CCHIT application process
requires conformity with 100% of all criteria applicable to each module in order
to achieve certification and there is no assurance that we will receive or
retain certification for any particular module notwithstanding application.
Certification for a software module lasts for two years and must then be
re-secured, and certification requirements evolve, so even certifications we
receive may be lost.
U.S. government initiatives and related industry trends are resulting in
comprehensive and evolving standards related to interoperability, privacy, and
other features that are becoming mandatory for systems purchased by governmental
healthcare providers and other providers receiving governmental payments,
including Medicare and Medicaid reimbursement. Various state and foreign
governments are also developing similar standards which may be different and
even more demanding.
Our software does not conform to all of these standards, and conforming to these
standards is expected to consume a substantial and increasing portion of our
development resources. If our software is not consistent with emerging
standards, our market position and sales could be impaired and we will have to
upgrade our software to remain competitive in the market. We expect compliance
with these kinds of standards to become increasingly important to clients and
therefore to our ability to sell our software. If we make the wrong decisions
about compliance with these standards, or are late in conforming our software to
these standards, or if despite our efforts our software fails standards
compliance testing, our reputation, business, financial condition and results of
operations could be adversely affected.
RISKS RELATED TO OUR BUSINESS STRATEGY
Our business strategy includes expansion into markets across North America,
which will require increased expenditures and if our operations are not
27
successfully implemented, such expansion may cause our operating results and
reputation to suffer.
We are working to further expand operations in markets across North America.
There is no assurance that these efforts will be successful. We have limited
experience in marketing, selling, implementing and supporting our software.
Expansion of our sales and operations will require a significant amount of
attention from our management, establishment of service delivery and support
capabilities to handle that business and commensurate financial resources, and
will subject us to risks and challenges that we would not face if we conducted
our business only locally. We may not generate sufficient revenues from
international business to cover these expenses.
RISKS RELATED TO OUR OPERATING RESULTS, ACCOUNTING CONTROLS AND FINANCES
We have a history of operating losses and future profitability is not assured.
We experienced operating losses in the years ended December 31, 2002 through
2008. We may continue to incur losses in the future, and it is not certain that
we will increase profitability.
Our operating results may fluctuate significantly and may cause our stock price
to decline.
We have experienced significant variations in revenues and operating results
from quarter to quarter. Our operating results may continue to fluctuate due to
a number of factors, including:
o the performance of our software and our ability to promptly and
efficiently address software performance shortcomings or warranty
issues;
o the cost, timeliness and outcomes of our software development and
implementation efforts, including expansion of our development center
in India;
o the timing, size and complexity of our software sales and
implementations;
o healthcare industry conditions and the overall demand for healthcare
information technology;
o variations in periodic software license revenues;
o the financial condition of our clients and potential clients;
o market acceptance of new services, software and software enhancements
introduced by us or our competitors;
o client decisions regarding renewal or termination of their contracts;
o software and price competition;
o investment required to support our international expansion efforts;
o personnel changes and other organizational changes and related
expenses;
o significant judgments and estimates made by management in the
application of generally accepted accounting principles;
o healthcare reform measures and healthcare regulation in general;
o lower investment returns due to recent disruptions in U.S. and
international financial markets; and
o fluctuations in general economic and financial market conditions,
including interest rates.
It is difficult to predict the timing of revenues that we receive from software
sales, because the sales cycle can vary depending upon several factors. These
include the size and terms of the transaction, the changing business plans of
the client, the effectiveness of the client's management, general economic
conditions and the regulatory environment. In addition, the timing of our
revenue recognition could vary considerably depending upon whether our clients
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license our software under our subscription. Because a significant percentage of
our expenses are relatively fixed, a variation in the timing of sales and
implementations could cause significant variations in operating results from
quarter to quarter. We believe that period-to-period comparisons of our
historical results of operations are not necessarily meaningful. Investors
should not rely on these comparisons as indicators of future performance.
In addition, prices for our common stock may be influenced by investor
perception of us and our industry in general, research analyst recommendations,
and our ability to meet or exceed quarterly performance expectations of
investors or analysts.
Early termination of client contracts or contract penalties could adversely
affect results of operations.
Client contracts can change or terminate early for a variety of reasons. Change
of control, financial issues, declining general economic conditions or other
changes in client circumstances may cause us or the client to seek to modify or
terminate a contract. Further, either we or the client may generally terminate a
contract for material uncured breach by the other. If we breach a contract or
fail to perform in accordance with contractual service levels, we may be
required to refund money previously paid to us by the client, or to pay
penalties or other damages. Even if we have not breached, we may deal with
various situations from time to time for the reasons described above which may
result in the amendment or termination of a contract. These steps can result in
significant current period charges and/or reductions in current or future
revenue.
Because in many cases we recognize revenues for our software monthly over the
term of a client contract, downturns or upturns in sales will not be fully
reflected in our operating results until future periods.
We recognize a significant portion of our revenues from clients monthly over the
terms of their agreements. As a result, much of the revenue that we report each
quarter is attributable to agreements executed during prior quarters.
Consequently, a decline in sales, client renewals, or market acceptance of our
software in one quarter may negatively affect our revenues and profitability in
future quarters. In addition, we may be unable to rapidly adjust our cost
structure to compensate for reduced revenues. This monthly revenue recognition
also makes it more difficult for us to rapidly increase our revenues through
additional sales in any period, as a significant portion of revenues from new
clients or new sales may be recognized over the applicable agreement term.
Impairment of intangible assets could increase our expenses.
A significant portion of our assets consists of intangible assets, including
capitalized development costs, goodwill and other intangibles acquired in
connection with acquisitions. Current accounting standards require us to
evaluate goodwill on an annual basis and other intangibles if certain triggering
events occur, and adjust the carrying value of these assets to net realizable
value when such testing reveals impairment of the assets. Various factors,
including regulatory or competitive changes, could affect the value of our
intangible assets. If we are required to write-down the value of our intangible
assets due to impairment, our reported expenses will increase, resulting in a
corresponding decrease in our reported profit.
Failure to maintain effective internal controls could adversely affect our
operating results and the market price of our common stock.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we maintain internal
control over financial reporting that meets applicable standards. If we are
29
unable, or are perceived as unable, to produce reliable financial reports due to
internal control deficiencies, investors could lose confidence in our reported
financial information and operating results, which could result in a negative
market reaction.
Inability to obtain other financing could limit our ability to conduct necessary
development activities and make strategic investments.
In all likelihood, we may in the future need to obtain other financing. The
availability of such financing is limited by the tightening of the global credit
markets. Our ability to obtain financing could be impaired if current market
conditions continue or worsen. In addition, if credit is available, lenders may
seek more restrictive lending provisions and higher interest rates that may
reduce our borrowing capacity and increase our costs, which could have a
material adverse effect on our business.
If other financing is not available on acceptable terms, or at all, we may not
be able to respond adequately to these changes or maintain our business, which
could adversely affect our operating results and the market price of our common
stock. Alternatively, we may be forced to obtain additional financing by selling
equity, and this could be dilutive to our existing stockholders.
RISKS OF LIABILITY TO THIRD PARTIES
Our software and content are used by clinicians in the course of treating
patients. If our software fails to provide accurate and timely information or is
associated with faulty clinical decisions or treatment, clients, clinicians or
their patients could assert claims against us that could result in substantial
cost to us, harm our reputation in the industry and cause demand for our
software to decline.
We provide software and content that provides information and tools for use in
clinical decision-making, provides access to patient medical histories and
assists in creating patient treatment plans. If our software fails to provide
accurate and timely information, or if our content or any other element of our
software is associated with faulty clinical decisions or treatment, we could
have liability to clients, clinicians or their patients. The assertion of such
claims, whether or not valid, and ensuing litigation, regardless of its outcome,
could result in substantial cost to us, divert management's attention from
operations and decrease market acceptance of our software. We attempt to limit
by contract our liability for damages and to require that our clients assume
responsibility for medical care and approve all system rules and protocols.
Despite these precautions, the allocations of responsibility and limitations of
liability set forth in our contracts may not be enforceable, may not be binding
upon our client's patients, or may not otherwise protect us from liability for
damages. We maintain general liability and errors and omissions insurance
coverage, but this coverage may not continue to be available on acceptable terms
or may not be available in sufficient amounts to cover one or more large claims
against us. In addition, the insurer might disclaim coverage as to any future
claim. One or more large claims could exceed our available insurance coverage.
Complex software such as ours may contain errors or failures that are not
detected until after the software is introduced or updates and new versions are
released. It is challenging for us to envision and test our software for all
potential problems because it is difficult to simulate the wide variety of
computing environments, medical circumstances or treatment methodologies that
our clients may deploy or rely upon. Despite extensive testing by us and
clients, from time to time we have discovered defects or errors in our software,
and additional defects or errors can be expected to appear in the future.
Defects and errors that are not timely detected and remedied could expose us to
30
risk of liability to clients, clinicians and their patients and cause delays in
software introductions and shipments, result in increased costs and diversion of
development resources, require design modifications or decrease market
acceptance or client satisfaction with our software.
Our software and software provided by third parties that we include in our
offering could infringe third-party intellectual property rights, exposing us to
costs that could be significant.
Infringement or invalidity claims or claims for indemnification resulting from
infringement claims could be asserted or prosecuted against us based upon design
or use of software we provide to clients, including software we develop as well
as software provided to us by third parties. Regardless of the validity of any
claims, defending against these claims could result in significant costs and
diversion of our resources, and vendor indemnity might not be available. The
assertion of infringement claims could result in injunctions preventing us from
distributing our software, or require us to obtain a license to the disputed
intellectual property rights, which might not be available on reasonable terms
or at all. We might also be required to indemnify our clients at significant
expense.
RISKS RELATED TO OUR STRATEGIC RELATIONSHIPS AND INITIATIVES
We depend on licenses from third parties for rights to some of the technology we
use, and if we are unable to continue these relationships and maintain our
rights to this technology, our business could suffer.
We depend upon licenses for some of the technology used in our software from a
number of third-party vendors. Most of these licenses expire within one to five
years, can be renewed only by mutual consent and may be terminated if we breach
the terms of the license and fail to cure the breach within a specified period
of time. We may not be able to continue using the technology made available to
us under these licenses on commercially reasonable terms or at all. As a result,
we may have to discontinue, delay or reduce software sales until we obtain
equivalent technology, which could hurt our business. Most of our third-party
licenses are non-exclusive. Our competitors may obtain the right to use any of
the technology covered by these licenses and use the technology to compete
directly with us. In addition, if our vendors choose to discontinue support of
the licensed technology in the future or are unsuccessful in their continued
research and development efforts, particularly with regard to Microsoft, we may
not be able to modify or adapt our own software.
Our software offering often includes modules provided by third parties, and if
these third parties do not meet their commitments, our relationships with our
clients could be impaired.
Some of the software modules we offer to clients are provided by third parties.
We often rely upon these third parties to produce software that meets our
clients' needs and to implement and maintain that software. If these third
parties are unable or unwilling to fulfill their responsibilities, our
relationships with affected clients could be impaired, and we could be
responsible to clients for the failures. We might not be able to recover from
these third parties for any or all of the costs we incur as a result of their
failures.
Any acquisitions we undertake may be disruptive to our business and could have
an adverse effect on our future operations and the market price of our common
stock.
31
An important element of our business strategy has been expansion through
acquisitions and while there is no assurance that we will identify and complete
any future acquisitions, any acquisitions would involve a number of risks,
including the following:
o The anticipated benefits from the acquisition may not be achieved,
including as a result of loss of customers or personnel of the target.
o The identification, acquisition and integration of acquired businesses
require substantial attention o from management. The diversion of
management's attention and any difficulties encountered in the
transition process could hurt our business.
o The identification, acquisition and integration of acquired businesses
requires significant investment, o including to harmonize product and
service offerings, expand management capabilities and market presence,
and improve or increase development efforts and software features and
functions.
o In future acquisitions, we could issue additional shares of our common
stock, incur additional indebtedness or pay consideration in excess of
book value, which could dilute future earnings.
o Acquisitions also expose us to the risk of assumed known and unknown
liabilities.
o New business acquisitions generate significant intangible assets that
result in substantial related amortization charges to us and possible
impairments.
RISKS RELATED TO INDUSTRY REGULATION
Changes in federal and state regulations relating to patient data could depress
the demand for our software and impose significant software redesign costs on
us.
Clients use our systems to store and transmit highly confidential patient health
information and data. State and federal laws and regulations and their foreign
equivalents govern the collection, security, use, transmission and other
disclosures of health information. These laws and regulations may change rapidly
and may be unclear, or difficult or costly to apply.
Federal regulations under the Health Insurance Portability and Accountability
Act of 1996, or HIPAA, and related laws and regulations, impose national health
data standards on healthcare providers that conduct electronic health
transactions, healthcare clearinghouses that convert health data between
HIPAA-compliant and non-compliant formats, and health plans and entities
providing certain services to these organizations. These standards require,
among other things, transaction formats and code sets for electronic health
transactions; protect individual privacy by limiting the uses and disclosures of
individually identifiable health information; and require covered entities to
implement administrative, physical and technological safeguards to ensure the
confidentiality, integrity, availability and security of individually
identifiable health information in electronic form. Most of our clients are
covered by these regulations and require that our software and services adhere
to HIPAA standards, and evolving privacy regulations are expected to apply to us
directly. Any failure or perception of failure of our software or services to
meet HIPAA standards and related regulations could adversely affect demand for
our software and services and force us to expend significant capital, research
and development and other resources to modify our software or services to
address the privacy and security requirements of our clients.
States in which we or our clients operate have adopted, or may adopt, privacy
standards that are similar to or more stringent than the federal HIPAA privacy
standards. This may lead to different restrictions for handling individually
32
identifiable health information. As a result, our clients may demand, and we may
be required to provide information technology solutions and services that are
adaptable to reflect different and changing regulatory requirements which could
increase our development costs. In the future, federal, or state governmental or
regulatory authorities or industry bodies may impose new data security standards
or additional restrictions on the collection, use, transmission and other
disclosures of health information. We cannot predict the potential impact that
these future rules may have on our business. However, the demand for our
software and services may decrease if we are not able to develop and offer
software and services that can address the regulatory challenges and compliance
obligations facing us and our clients.
RISKS RELATED TO OUR PERSONNEL AND ORGANIZATION
Our growing operations in India expose us to risks that could have an adverse
effect on our results of operations.
We now have a significant workforce employed in India engaged in a broad range
of development activities that are integral to our business and critical to our
profitability. This involves significant challenges that are increased by our
lack of prior experience managing operations in India. Further, while there are
certain cost advantages to operating in India, significant growth in the
technology sector in India has increased competition to attract and retain
skilled employees with commensurate increases in compensation costs. In the
future, we may not be able to hire and retain such personnel at compensation
levels consistent with our existing compensation and salary structure. Many of
the companies with which we compete for hiring experienced employees have
greater resources than we have and may be able to offer more attractive terms of
employment. In addition, our operations in India require ongoing capital
investments and expose us to foreign currency fluctuations, which may
significantly reduce or negate any cost benefit anticipated from such expansion.
In addition, our reliance on a workforce in India exposes us to disruptions in
the business, political and economic environment in that region. Maintenance of
a stable political environment is important to our operations, and terrorist
attacks and acts of violence or war may directly affect our physical facilities
and workforce or contribute to general instability.
THE COMPANY CURRENTLY DEPENDS UPON A LIMITED NUMBER OF EMPLOYEES
The Company's ability to successfully complete an acquisition depends
on the efforts of the Company's three Directors and three Officers. Three of the
Company's Directors also serves as, Officers. The Company has not obtained "key
man" life insurance on any Officers or Directors. If the Company were to lose
the services of any Officer or Director, this could have a material, adverse
effect on our ability to achieve the Company's business objectives.
One of the Company's Officers, who also serves as a Director, Konrad
Kim, is also President of KRAD. Therefore, he has conflicts of interest in
allocating management time between the Company and KRAD. We will rely on Mr.
Kim's and our other Officers' expertise.
If we fail to attract, motivate and retain highly qualified technical,
marketing, sales and management personnel, our ability to execute our business
strategy could be impaired.
Our success depends, in significant part, upon the continued services of our key
technical, marketing, sales and management personnel, and on our ability to
continue to attract, motivate, afford and retain highly qualified employees.
Competition for these employees is intense and we maintain at-will employment
33
terms with our employees. In addition, the process of recruiting personnel with
the combination of skills and attributes required to execute our business
strategy can be difficult, time-consuming and expensive. We believe that our
ability to implement our strategic goals depends to a considerable degree on our
senior management team. The loss of any member of that team could hurt our
business.
If we lose the services of our key personnel, we may be unable to replace them,
and our business, financial condition and results of operations could be
adversely affected.
Our success largely depends on the continued skills, experience, efforts
and policies of our management and other key personnel and our ability to
continue to attract, motivate and retain highly qualified employees. In
particular, the services of Ray Vuono, our Chairman and Chief Executive Officer,
are integral to the execution of our business strategy. If one or more of our
key employees leaves our employment, we will have to find a replacement with the
combination of skills and attributes necessary to execute our strategy. Because
competition for skilled employees is intense, and the process of finding
qualified individuals can be lengthy and expensive, we believe that the loss of
the services of key personnel could adversely affect our business, financial
condition and results of operations. We cannot assure you that we will continue
to retain such personnel. We do not maintain keyman insurance for any of our key
employees.
RISKS RELATED TO OUR EQUITY STRUCTURE
Provisions of our charter documents and Delaware law may inhibit potential
acquisition bids that stockholders may believe are desirable, and the market
price of our common stock may be lower as a result.
Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock. Our board of directors can fix the price, rights, preferences,
privileges and restrictions of the preferred stock without any further vote or
action by our stockholders. The issuance of shares of preferred stock may
discourage, delay or prevent a merger or acquisition of our company. The
issuance of preferred stock may result in the loss of voting control to other
stockholders. We have no current plans to issue any shares of preferred stock,
but we may use preferred stock to inhibit a potential acquisition of the
company.
We are also subject to provisions of Section 203 of the Delaware General
Corporation Law which prohibits us from engaging in any business combination
with an interested stockholder for a period of three years from the date the
person became an interested stockholder, unless certain conditions are met.
These provisions make it more difficult for stockholders or potential acquirers
to acquire us without negotiation and may apply even if some of our stockholders
consider the proposed transaction beneficial to them. For example, these
provisions might discourage a potential acquisition proposal or tender offer,
even if the acquisition proposal or tender offer is at a premium over the then
current market price for our common stock. These provisions could also limit the
price that investors are willing to pay in the future for shares of our common
stock.
You should carefully consider the risks and uncertainties described below
and other information in this report. These are not the only risks and
uncertainties that we face. Additional risks and uncertainties that we do not
currently know about or that we currently believe are immaterial may also harm
our business operations. If any of these risks or uncertainties occurs, it could
have a material adverse effect on our business.
34
Investment Considerations and Risk Factors
THE COMPANY HAS A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR CURRENT
PROSPECTS
The Company was incorporated in July, 1977. The businesses the
Company previously operated were liquidated in the late 1980s and early 1990s.
The Company became a corporate shell in 1991 and remained a corporate shell
through October 31, 2000. On October 31, the Company acquired KRAD. KRAD began
doing business in February, 2000 and, to date, has had limited revenues. On
January 1, 2002, the Company acquired MedLink, which also had had limited
revenues to date. In May of 2007, the company acquired majority control of
Anywhere MD, Inc. and acquired all the assets of Anywhere MD on Dec 31, 2007.
Other than the acquisitions of K-Rad, MedLink, and Anywhere MD our activities
have been very limited.
THE COMPANY MAY HAVE OUTSTANDING LIABILITIES ABOUT WHICH OUR PRESENT MANAGEMENT
IS UNAWARE
Until 1991, the Company operated in several business lines through at
least five different subsidiaries. The Company's records are not complete with
respect to all transactions between 1977 and 1991, and very few corporate
records exist for the period 1992 through 1999. The Company understands that
during the period 1992 - October, 2000, the Company was dormant and did not
engage in any business activity. While the Company does not believe any material
liabilities exist, it is possible such liabilities do exist. For example, there
may be presently unknown obligations by the Company to pay monies, issue stock
or perform specific actions under a contract. While the Company does not believe
any such liabilities exist, the incomplete record of transactions makes
assurance that none exist impossible.
If we are unable to successfully integrate businesses we acquire, our ability to
expand our product and service offerings and our customer base may be limited.
In order to expand our product and service offerings and grow our business
by reaching new customers, we may continue to acquire businesses that we believe
are complementary. The successful integration of acquired businesses is critical
to our success. Such acquisitions, involve numerous risks, including
difficulties in the assimilation of the operations, services, products and
personnel of the acquired company, the diversion of management's attention from
other business concerns, entry into markets in which we have little or no direct
prior experience, the potential loss of the acquired company's key employees and
our inability to maintain the goodwill of the acquired businesses. If we fail to
successfully integrate acquired businesses or fail to implement our business
strategies with respect to these acquisitions, we may not be able to achieve
projected results or support the amount of consideration paid for such acquired
businesses.
The successful implementation of our acquisition strategy depends on our
ability to identify suitable acquisition candidates, acquire companies on
acceptable terms, integrate their operations and technology successfully with
our own and maintain the goodwill of the acquired business. We are unable to
predict whether or when any prospective acquisition candidate will become
available or the likelihood that any acquisition will be completed. Moreover, in
pursuing acquisition opportunities, we may compete for acquisition targets with
other companies with similar growth strategies. Some of these competitors may be
larger and have greater financial and other resources than we have. Competition
for these acquisition targets could also result in increased prices of
acquisition targets.
35
Our business depends in part on and will continue to depend in part on our
ability to establish and maintain additional strategic relationships.
To be successful, we must continue to maintain our existing strategic
relationships and establish additional strategic relationships with leaders in a
number of healthcare and healthcare information technology industry segments.
This is critical to our success because we believe that these relationships
contribute towards our ability to:
o extend the reach of our products and services to a larger number of
physicians and hospitals and to other participants in the healthcare
industry;
o develop and deploy new products and services;
o further enhance the MedLink brand; and
o generate additional revenue and cash flows.
Entering into strategic relationships is complicated because strategic
partners may decide to compete with us in some or all of our markets. In
addition, we may not be able to maintain or establish relationships with key
participants in the healthcare industry if we conduct business with their
competitors. We depend, in part, on our strategic partners' ability to generate
increased acceptance and use of our products and services. If we lose any of
these strategic relationships or fail to establish additional relationships, or
if our strategic relationships fail to benefit us as expected, we may not be
able to execute our business plan, and our business, financial condition and
results of operations may suffer.
If our products fail to perform properly due to undetected errors or similar
problems, our business could suffer.
Complex software such as ours often contains undetected defects or
errors. It is possible that such errors may be found after introduction of new
software or enhancements to existing software. We continually introduce new
solutions and enhancements to our solutions, and, despite testing by us, it is
possible that errors might occur in our software. If we detect any errors before
we introduce a solution, we might have to delay deployment for an extended
period of time while we address the problem. If we do not discover software
errors that affect our new or current solutions or enhancements until after they
are deployed, we would need to provide enhancements to correct such errors.
Errors in our software could result in:
o harm to our reputation;
o lost sales;
o delays in commercial release;
o product liability claims;
o delays in or loss of market acceptance of our solutions;
o license terminations or renegotiations; and
o unexpected expenses and diversion of resources to remedy errors.
Furthermore, our customers might use our software together with products
from other companies. As a result, when problems occur, it might be difficult to
identify the source of the problem. Even when our software does not cause these
problems, the existence of these errors might cause us to incur significant
costs, divert the attention of our technical personnel from our solution
development efforts; impact our reputation and cause significant customer
relations problems.
Our future success depends upon our ability to grow, and if we are unable to
manage our growth effectively, we may incur unexpected expenses and be unable to
meet our customers' requirements.
36
We will need to expand our operations if we successfully achieve market
acceptance for our products and services. We cannot be certain that our systems,
procedures, controls and existing space will be adequate to support expansion of
our operations. Our future operating results will depend on the ability of our
officers and key employees to manage changing business conditions and to
implement and improve our technical, administrative, financial control and
reporting systems. We may not be able to expand and upgrade our systems and
infrastructure to accommodate these increases. Difficulties in managing any
future growth could have a significant negative impact on our business,
financial condition and results of operations because we may incur unexpected
expenses and be unable to meet our customers' requirements.
The market for our products and services is fragmented, intensely
competitive and is characterized by rapidly evolving industry standards,
technology and user needs and the frequent introduction of new products and
services. Some of our competitors may be more established, benefit from greater
name recognition and have substantially greater financial, technical and
marketing resources than us. Moreover, we expect that competition will continue
to increase as a result of consolidation in both the information technology and
healthcare industries. If one or more of our competitors or potential
competitors were to merge or partner with one of our competitors, the change in
the competitive landscape could adversely affect our ability to compete
effectively. We compete on the basis of several factors, including:
o breadth and depth of services;
o reputation;
o reliability, accuracy and security;
o client service;
o price; and
o industry expertise and experience.
There can be no assurance that we will be able to compete successfully
against current and future competitors or that the competitive pressures that we
face will not materially adversely affect our business, financial condition and
results of operations.
If we are deemed to infringe on the proprietary rights of third parties, we
could incur unanticipated expense and be prevented from providing our products
and services.
We could be subject to intellectual property infringement claims as the
number of our competitors grows and our applications' functionality overlaps
with competitive products. While we do not believe that we have infringed or are
infringing on any proprietary rights of third parties, we cannot assure you that
infringement claims will not be asserted against us or that those claims will be
unsuccessful. We could incur substantial costs and diversion of management
resources defending any infringement claims. Furthermore, a party making a claim
against us could secure a judgment awarding substantial damages, as well as
injunctive or other equitable relief that could effectively block our ability to
provide products or services. In addition, we cannot assure you that licenses
for any intellectual property of third parties that might be required for our
products or services will be available on commercially reasonable terms, or at
all.
Factors beyond our control could cause interruptions in our operations, which
would adversely affect our reputation in the marketplace and our business,
financial condition and results of operations.
37
To succeed, we must be able to operate our systems without interruption.
Certain of our communications and information services are provided through our
third-party service providers. Our operations are vulnerable to interruption by
damage from a variety of sources, many of which are not within our control,
including without limitation: (1) power loss and telecommunications failures;
(2) software and hardware errors, failures or crashes; (3) computer viruses and
similar disruptive problems; and (4) fire, flood and other natural disasters.
Any significant interruptions in our services would damage our reputation
in the marketplace and have a negative impact on our business, financial
condition and results of operations.
We may be liable for use of data we provide.
We provide data for use by healthcare providers in treating patients.
Third-party contractors provide us with most of this data. If this data is
incorrect or incomplete, adverse consequences, including death, may occur and
give rise to product liability and other claims against us. In addition, certain
of our solutions provide applications that relate to patient clinical
information, and a court or government agency may take the position that our
delivery of health information directly, including through licensed
practitioners, or delivery of information by a third party site that a consumer
accesses through our websites, exposes us to personal injury liability, or other
liability for wrongful delivery or handling of healthcare services or erroneous
health information. While we maintain product liability insurance coverage in an
amount that we believe is sufficient for our business, we cannot assure you that
this coverage will prove to be adequate or will continue to be available on
acceptable terms, if at all. A claim brought against us that is uninsured or
under-insured could harm our business, financial condition and results of
operations. Even unsuccessful claims could result in substantial costs and
diversion of management resources.
If we do not maintain and expand our business with our existing customers, our
business, financial condition and results of operations could be adversely
affected.
Our business model depends on the success of our efforts to sell
additional products and services to our existing customers. In addition, as we
deploy new applications and features for our existing solutions or introduce new
solutions and services, our current customers could choose not to purchase these
new offerings. If we fail to generate additional business from our current
customers, our revenue could grow at a slower rate or even decrease.
Risks Related to Our Industry
We are subject to a number of existing laws, regulations and industry
initiatives, non-compliance with certain of which could shut down our operations
or otherwise adversely affect our business, financial condition and results of
operations, and we are susceptible to a changing regulatory environment.
As a participant in the healthcare industry, our operations and
relationships, and those of our customers, are regulated by a number of federal,
state and local governmental entities. The impact of this on us is direct, to
the extent we are ourselves subject to these laws and regulations, and is also
indirect in that, in a number of situations, even though we may not be directly
regulated by specific healthcare laws and regulations, our products must be
capable of being used by our customers in a manner that complies with those laws
and regulations. Inability of our customers to do so could affect the
marketability of our products or our compliance with our customer contracts, or
even expose us to direct liability on a theory that we had assisted our
38
customers in a violation of healthcare laws or regulations. Because our business
relationships with physicians are unique, and the healthcare technology industry
as a whole is relatively young, the application of many state and federal
regulations to our business operations and to our customers is uncertain.
Indeed, there are federal and state fraud and abuse laws, including
anti-kickback laws and limitations on physician referrals. It is possible that a
review of our business practices or those of our customers by courts or
regulatory authorities could result in a determination that could adversely
affect us. In addition, the healthcare regulatory environment may change in a
way that restricts our existing operations or our growth. The healthcare
industry is expected to continue to undergo significant changes for the
foreseeable future, which could have an adverse effect on our business,
financial condition and results of operations. We cannot predict the effect of
possible future legislation and regulation.
Specific risks include, but are not limited to, risks relating to:
o Patient Information. As part of the operation of our business, our
customers provide to us patient-identifiable medical information
related to the prescription drugs that they prescribe and other
aspects of patient treatment. Government and industry legislation and
rulemaking, especially the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), and standards and requirements
published by industry groups such as the Joint Commission on
Accreditation of Healthcare Organizations, require the use of standard
transactions, standard identifiers, security and other standards and
requirements for the transmission of certain electronic health
information. National standards and procedures under HIPAA include the
"Standards for Electronic Transactions and Code Sets" (the Transaction
Standards); the "Security Standards" (the Security Standards); and the
"Standards for Privacy of Individually Identifiable Health
Information" (the Privacy Standards). The Transaction Standards
require the use of specified data coding, formatting and content in
all specified "Health Care Transactions" conducted electronically. The
Security Standards require the adoption of specified types of security
for healthcare information. The Privacy Standards grant a number of
rights to individuals as to their identifiable confidential medical
information (called Protected Health Information) and restrict the use
and disclosure of Protected Health Information by Covered Entities,
defined as "health care providers, health care payers, and health care
clearinghouses." Generally, the HIPAA standards directly affect
Covered Entities. We have reviewed our activities and believe that we
are a Covered Entity to the extent that we maintain a "group health
plan" for the benefit of our employees. Such a plan, even if not a
separate legal entity from us as its sponsor, is included in the HIPAA
definition of Covered Entities. We have taken steps we believe to be
appropriate and required to bring our group health plan into
compliance with HIPAA. We do not believe that we are a Covered Entity
as a health care provider or as a health care clearinghouse; however,
the definition of a health care clearinghouse is broad and we cannot
offer any assurance that we could not be considered a health care
clearinghouse under HIPAA or that, if we are determined to be a
healthcare clearinghouse; the consequences would not be adverse to our
business, financial condition and results of operations. In addition,
the Privacy and Security Standards affect third parties that create,
access, or receive Protected Health Information in order to perform a
function or activity on behalf of a Covered Entity. Such third parties
are called "Business Associates." Covered Entities must have a written
"Business Associate Agreement" with such third parties, containing
specified written satisfactory assurances, consistent with the Privacy
39
and Security standards, that the third party will safeguard Protected
Health Information that it creates or accesses and will fulfill other
material obligations to support the Covered Entity's own HIPAA
compliance. Most of our customers are Covered Entities, and we
function in many of our relationships as a Business Associate of those
customers. We would face liability under our Business Associate
Agreements if we do not comply with our Business Associate
obligations. In addition, the federal agencies with enforcement
authority have taken the position that a Covered Entity can be subject
to HIPAA civil penalties and sanctions for a breach of a Business
Associate Agreement. The penalties for a violation of HIPAA by a
Covered Entity are significant and could have an adverse impact upon
our business, financial condition and results of operations, if such
penalties ever were imposed. Additionally, Covered Entities will be
required to adopt a unique standard National Provider Identifier (NPI)
for use in filing and processing health care claims and other
transactions. Subject to the discussion set forth above, we believe
that the principal effects of HIPAA are, first, to require that our
systems be capable of being operated by our customers in a manner that
is compliant with the various HIPAA standards and, second, to require
us to enter into and comply with Business Associate Agreements with
our Covered Entity customers. For most Covered Entities, the deadlines
for compliance with the Privacy Standards and the Transaction
Standards occurred in 2003. Covered Entities, with the exception of
small health plans (as that term is defined by the Privacy Standards),
were required to be in compliance with the Security Standards by April
20, 2005 and to use NPIs in standard transactions no later than the
compliance dates, which are May 23, 2007 for all but small health
plans and one year later for small health plans. We have policies and
procedures that we believe assure compliance with all federal and
state confidentiality requirements for the handling of Protected
Health Information that we receive and with our obligations under
Business Associate Agreements. In particular, we believe that our
systems and products are capable of being used by our customers in
compliance with the Transaction Standards and Security Standards and
are, or will be, capable of being used by our customers in compliance
with the NPI requirements. If, however, we do not follow those
procedures and policies, or they are not sufficient to prevent the
unauthorized disclosure of Protected Health Information, we could be
subject to liability, fines and lawsuits, termination of our customer
contracts or our operations could be shut down. Moreover, because all
HIPAA Standards are subject to change or interpretation and because
certain other HIPAA Standards, not discussed above, are not yet
published, we cannot predict the full future impact of HIPAA on our
business and operations. In the event that the HIPAA standards and
compliance requirements change or are interpreted in a way that
requires any material change to the way in which we do business, our
business, financial condition and results of operations could be
adversely affected. Additionally, certain state laws are not preempted
by HIPAA and may impose independent obligations upon our customers or
us. Additional legislation governing the acquisition, storage and
transmission or other dissemination of health record information and
other personal information, including social security numbers, has
been proposed at both the state and federal level. Such legislation
may require holders of such information to implement additional
security, reporting or other measures that may require substantial
expenditures and may impose liability for a failure to comply with
such requirements. In many cases, such proposed state legislation
includes provisions that are not preempted by HIPAA. There can be no
40
assurance that changes to state or federal laws will not materially
restrict the ability of providers to submit information from patient
records using our products and services.
o Electronic Prescribing. The use of our software by physicians to
perform a variety of functions, including electronic prescribing,
electronic routing of prescriptions to pharmacies and dispensing, is
governed by state and federal law, including fraud and abuse laws.
States have differing prescription format requirements, which we have
programmed into our software. Many existing laws and regulations, when
enacted, did not anticipate methods of e-commerce now being developed.
While federal law and the laws of many states permit the electronic
transmission of prescription orders, the laws of several states
neither specifically permit nor specifically prohibit the practice.
Given the rapid growth of electronic transactions in healthcare, and
particularly the growth of the Internet, we expect the remaining
states to directly address these areas with regulation in the near
future. In addition, on November 7, 2005, the Department of Health and
Human Services published its final "E-Prescribing and the Prescription
Drug Program" regulations (E-Prescribing Regulations). These
regulations are required by the Medicare Prescription Drug,
Improvement, and Modernization Act of 2003 (MMA) and became effective
beginning on January 1, 2006. The E-Prescribing Regulations consist of
detailed standards and requirements, in addition to the HIPAA
standards discussed above, for prescription and other information
transmitted electronically in connection with a drug benefit covered
by the MMA's Prescription Drug Benefit. These standards cover not only
transactions between prescribers and dispensers for prescriptions but
also electronic eligibility and benefits inquiries and drug formulary
and benefit coverage information. The standards apply to prescription
drug plans participating in the MMA's Prescription Drug Benefit.
Aspects of our clinical products are affected by such regulation
because of the need of our customers to comply, as discussed above.
Compliance with these regulations could be burdensome, time-consuming
and expensive. We also could become subject to future legislation and
regulations concerning the development and marketing of healthcare
software systems. For example, regulatory authorities such as the U.S.
Department of Health and Human Services' Center for Medicare and
Medicaid Services may impose functionality standards with regard to
electronic prescribing and EHR technologies. These could increase the
cost and time necessary to market new services and could affect us in
other respects not presently foreseeable.
o Electronic Health Records. A number of important federal and state
laws govern the use and content of electronic health record systems,
including fraud and abuse laws that may affect the donation of such
technology. As a company that provides EHR systems to a variety of
providers of healthcare, our systems and services must be designed in
a manner that facilitates our customers' compliance with these laws.
Because this is a topic of increasing state and federal regulation, we
must continue to monitor legislative and regulatory developments that
might affect our business practices as they relate to EHR systems. We
cannot predict the content or effect of possible future regulation on
our business practices.
If the electronic healthcare information market fails to develop as quickly as
expected, our business, financial condition and results of operations will be
adversely affected.
41
The electronic healthcare information market is in the early stages of
development and is rapidly evolving. A number of market entrants have introduced
or developed products and services that are competitive with one or more
components of the solutions we offer. We expect that additional companies will
continue to enter this market. In new and rapidly evolving industries, there is
significant uncertainty and risk as to the demand for, and market acceptance of,
recently introduced products and services. Because the markets for our products
and services are new and evolving, we are not able to predict the size and
growth rate of the markets with any certainty. We cannot assure you that markets
for our products and services will develop or that, if they do, they will be
strong and continue to grow at a sufficient pace. If markets fail to develop,
develop more slowly than expected or become saturated with competitors, our
business, financial condition and results of operations will be adversely
affected.
Consolidation in the healthcare industry could adversely affect our business,
financial condition and results of operations.
Many healthcare industry participants are consolidating to create
integrated healthcare delivery systems with greater market power. As provider
networks and managed care organizations consolidate, thus decreasing the number
of market participants, competition to provide products and services like ours
will become more intense, and the importance of establishing relationships with
key industry participants will become greater. These industry participants may
try to use their market power to negotiate price reductions for our products and
services. Further, consolidation of management and billing services through
integrated delivery systems may decrease demand for our products. If we were
forced to reduce our prices, our business would become less profitable unless we
were able to achieve corresponding reductions in our expenses
WE HAVE LIMITED RESOURCES AND LIMITED REVENUES
We have limited resources. At the present time, our only source of
revenue is MedLink, which has not generated any significant revenues. In
addition, there can be no assurance that we will obtain significant revenues
through the acquisition of other companies or that the Company will be able to
operate on a profitable basis.
THE COMPANY HAS INCURRED LOSSES SINCE IT BEGAN ITS OPERATIONS IN 2001 AND
EXPECTS TO CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE WHICH RAISES
DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our independent auditor prepared a report for the Company's financial
statements for the year ended December 31, 2008. The report states we might not
be able to continue as a going concern. A "going-concern" opinion indicates that
the financial statements are prepared assuming the business will continue as a
going-concern, but there can be no guarantee that it will continue as a going
concern.
If we are unable to curb our losses and achieve profitability we have
substantial doubts about our ability to continue as a going concern unless we
can raise additional capital, all of which there can be no assurance.
THE COMPANY MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ITS BUSINESS PLAN
The Company has had limited revenues to date. The Company will be
entirely dependent on its limited financial resources to seek additional
acquisitions and run and grow the businesses of MedLink. For this reason, the
acquisitions of KRAD and MedLink were paid in common stock. There can be no
42
assurance that other potential acquisition candidates will not require payment
in cash. The Company cannot, therefore, ascertain, with any certainty, what will
be the precise capital requirements for successful execution of its business
plan. If the Company's limited resources prove insufficient to implement our
plan, due, for example, to the size of the acquisition, the Company may have to
seek additional financing. Even if the Company is successful in completing an
acquisition, it may require additional financing for operations or our business
growth.
ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO THE COMPANY
There can be no assurance additional financing will be available on
acceptable terms. It may not be available at all. Additional financing is likely
to be necessary and if unavailable when needed, the Company may have to abandon
certain of its plans. Any failure to secure necessary, additional financing
would have a material adverse effect on continued development and/or growth of
the Company's businesses.
There are no current limitations on the Company's ability to borrow
funds to increase the Company's capital to assist MedLink or to effect
acquisition(s). However, the Company's limited resources and lack of operating
history will make it difficult to borrow funds. The amount and nature of the
Company's borrowings will depend on, among other things, the Company's capital
requirements, and perceived ability to meet debt service on borrowings and
prevailing financial market and economic conditions. There can be no assurance
that debt financing, if sought, would be available on commercially acceptable
terms, given the best interests of the Company's business. An inability to
borrow funds to acquire companies or to generate funds for the Company's
businesses could have a material, adverse effect on the Company's financial
condition and future prospects. Even if debt financing is ultimately available,
borrowings may subject the Company to risks associated with indebtedness. These
risks would include, among other things, interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. If these risks were
realized, they could lead to a default. Moreover, if a company the Company
acquires already has borrowings, we might become liable for them.
THE COMPANY EXPECTS THAT ITS ACCOUNTING FOR STOCK OPTIONS AND SHARE-BASED
PAYMENTS TO EMPLOYEES WILL HAVE A MATERIAL ADVERSE AFFECT UPON ITS OPERATING
RESULTS
The Company expects that accounting for employee stock options using
the fair value method will have a material impact on its consolidated results of
operations and earnings per share. The FASB has issued SFAS 123R, which will
require the Company to recognize, in its financial statements, all share-based
payments to its employees, including grants of employee stock options, based on
their fair values beginning with the first quarter of 2007. The Company expects
that the adoption of SFAS 123R will have a material impact on the Company's
consolidated results of operations and earnings per share. The Company cannot
predict what effect the increase in its net loss or reduction in its net income,
if any, may have on the market prices of the Company's securities.
SINCE THE COMPANY PROVIDES SOFTWARE SOLUTIONS TO HEALTHCARE PROVIDERS, THE
COMPANY MAY BE SUBJECT TO LIABILITIES FOR ITS PRODUCT MALFUNCTIONS OR SYSTEM
ERRORS
Many of the Company's software solutions provide data for use by
healthcare providers in providing care to patients. Although no such claims have
been brought against the Company to date regarding injuries related to the use
of its software solutions, such claims may be made in the future. Although the
43
Company maintains product liability insurance coverage in an amount that it
believes is sufficient for its business, there can be no assurance that such
coverage will cover a particular claim that may be brought in the future, prove
to be adequate or that such coverage will continue to remain available on
acceptable terms, if at all.
The Company's systems are very complex. As with complex systems offered
by others, the Company's systems may contain errors, especially when first
introduced. Although the Company conducts extensive testing, it has discovered
software errors in its software solutions after their introduction. The
Company's systems are intended for use in collecting and displaying clinical
information used in the diagnosis and treatment of patients. Therefore, users of
the Company software solutions have a greater sensitivity to system errors than
the market for software products generally. Failure of a client's system to meet
these criteria could constitute a material breach under such contracts allowing
the client to cancel the contract and obtain a refund and/or damages, or could
require the Company to incur additional expense in order to make the system meet
these criteria. The Company's contracts with its clients generally limit the
Company's liability arising from such claims but such limits may not be
enforceable in certain jurisdictions or circumstances.
A successful claim brought against the Company, which claim is
uninsured or under-insured, could materially harm the Company's business,
results of operations or financial condition.
ANY ACQUISITIONS THE COMPANY MAKES COULD RESULT IN DILUTION TO EXISTING
STOCKHOLDERS AND COULD BE DIFFICULT TO INTEGRATE WHICH COULD CAUSE DIFFICULTIES
IN MANAGING THE COMPANY'S BUSINESS, RESULTING IN A DECREASE TO THE VALUE OF THE
COMPANY'S STOCKHOLDERS INVESTMENT
The Company believes that it will need to make strategic acquisitions of
other businesses in order to achieve growth and profitability. Evaluating
acquisition targets is difficult and acquiring other businesses involves risk.
The consummation of the acquisition of other businesses would subject the
Company to a number of risks, including the following:
- difficulty in integrating the acquired operations and retaining
acquired personnel;
- limitations on the Company's ability to retain acquired sales and
distribution channels and customers;
- diversion of management's attention and disruption of the Company's
ongoing business; and
- limitations on the Company's ability to incorporate acquired
technology and rights into its product offerings and maintain uniform
standards, controls, procedures and policies.
Furthermore, the Company may incur indebtedness or issue equity
securities to pay for future acquisitions. The issuance of equity or convertible
debt securities would be dilutive to the Company's then existing stockholders.
THE COMPANY DOES NOT EXPECT TO PAY CASH DIVIDENDS
The Company does not expect to pay dividends on the common stock.
Payment of dividends, if any, will depend on the Company's revenues and
earnings. It will also depend on capital requirements and the Company's general
financial condition. Payment of dividends, if any, will be within the Board of
Directors' discretion. The Company presently intends to retain all earnings, if
any, for use in its business operations. Accordingly, the Company's Board does
not anticipate declaring dividends in the foreseeable future.
44
THE COMPANY'S STOCK PRICE MAY BE VOLATILE
The trading price of the Company's common stock may be volatile. The market for
the Company's common stock may experience significant price and volume
fluctuations in response to a number of factors including actual or anticipated
quarterly variations in operating results, rumors about the Company's
performance or software solutions, changes in expectations of future financial
performance, governmental regulatory action, healthcare reform measures, client
relationship developments, changes occurring in the securities markets in
general and other factors, many of which are beyond the Company's control.
Furthermore, the stock market in general, and the market for software and
healthcare and information technology companies in particular, has experienced
extreme volatility that often has been unrelated to the operating performance of
particular companies. These broad market and industry fluctuations may adversely
affect the trading price of the Company's common stock, regardless of actual
operating performance.
THERE EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION: AUTHORIZATION OF
ADDITIONAL SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING AN
ACQUISITION OR OTHER TRANSACTION IN WHICH THE COMPANY ISSUES STOCK
The Company's certificate of incorporation authorizes the issuance of
200,000,000 shares of Common Stock. The Company may issue a substantial number
of shares in connection with or following acquisition transactions.
If the Company issues a substantial number of shares of common stock in
connection with, or following, an acquisition, a change in control may occur.
This could affect, among other things, the Company's ability to utilize net
operating loss carry forwards, if any. The issuance of a substantial number of
shares of common stock may adversely affect the prevailing market price, if any,
for the common stock. It could also impair the Company's ability to raise
additional capital through the sale of equity securities.
The Company uses and intends to continue using stock and options, in lieu of
cash, which presently is not available, to compensate its employees, consultants
and third parties who provide services. Some employees, consultants or third
parties have been and will be paid in cash, stock, options or other of our
securities. This could result in a substantial, additional dilution to
investors.
WE MAY NOT BE ABLE TO COMPLY WITH THE SARBANES-OXLEY ACT
The enactment of the Sarbanes-Oxley Act in July 2002 created a significant
number of new corporate governance requirements and additional requirements may
be enacted in the future. Although we expect to implement the requisite changes
to become compliant with existing and new requirements when they do apply to us,
we may not be able to do so, or to do so in a timely manner.
IN THE EVENT THE SEC REVIEWS OUR FORM 10-K AND CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED THEREIN, IT MAY BE DETERMINED THAT INFORMATION DISCLOSED THEREIN MUST
BE AMENDED
In the event that the SEC determines to review our financial statements the SEC
Staff may determine that information contained therein must be modified, removed
or amended, in whole or in part, including but not limited to, certain
accounting issues and treatments, which could result in the restatement and/or
adjustment of our financial statements for the years ended December 31, 2008 and
December 31, 2007. In the event we are required to make any such modifications,
45
removals or amendments, including but not limited to, accounting adjustments,
reclassifications and/or write-downs of a material amount of our assets, our
results of operations for the restated periods could be materially adversely
affected and our financial condition could be adversely affected.
THERE ARE LIMITATIONS IN CONNECTION WITH THE AVAILABILITY OF QUOTES AND ORDER
INFORMATION ON THE OTCBB
Trades and quotations on the OTCBB involve a manual process and the market
information for such securities cannot be guaranteed. In addition, quote
information, or even firm quotes, may not be available. The manual execution
process may delay order processing and intervening price fluctuations may result
in the failure of a limit order to execute or the execution of a market order at
a significantly different price. Execution of trades, execution reporting and
the delivery of legal trade confirmation may be delayed significantly.
Consequently, one may not able to sell shares of our common stock at the optimum
trading prices.
THERE ARE DELAYS IN ORDER COMMUNICATION ON THE OTCBB
Electronic processing of orders is not available for securities traded on the
OTCBB and high order volume and communication risks may prevent or delay the
execution of one's OTCBB trading orders. This lack of automated order processing
may affect the timeliness of order execution reporting and the availability of
firm quotes for shares of our common stock. Heavy market volume may lead to a
delay in the processing of OTCBB security orders for shares of our common stock,
due to the manual nature of the market. Consequently, one may not able to sell
shares of our common stock at the optimum trading prices.
PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR
SECURITIES
The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. As a result, our shares of common stock are subject to rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established clients and "accredited investors".
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the SEC relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our shares of common stock and
may affect the ability of investors to sell such shares of common stock in the
secondary market and the price at which such investors can sell any of such
shares.
Investors should be aware that, according to the SEC, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:
46
- control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;
- "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.
Our management is aware of the abuses that have occurred historically in the
penny stock market.
THERE IS A RISK OF MARKET FRAUD
OTCBB securities are frequent targets of fraud or market manipulation.
Not only because of their generally low price, but also because the OTCBB
reporting requirements for these securities are less stringent than for listed
or NASDAQ traded securities, and no exchange requirements are imposed. Dealers
may dominate the market and set prices that are not based on competitive forces.
Individuals or groups may create fraudulent markets and control the sudden,
sharp increase of price and trading volume and the equally sudden collapse of
the market price for shares of our common stock.
THERE IS LIMITED LIQUIDITY ON THE OTCBB
When fewer shares of a security are being traded on the OTCBB, volatility of
prices may increase and price movement may outpace the ability to deliver
accurate quote information. Due to lower trading volumes in shares of our common
stock, there may be a lower likelihood of one's orders for shares of our common
stock being executed, and current prices may differ significantly from the price
one was quoted by the OTCBB at the time of one's order entry.
THERE IS A LIMITATION IN CONNECTION WITH THE EDITING AND CANCELING OF ORDERS ON
THE OTCBB
Orders for OTCBB securities may be canceled or edited like orders for other
securities. All requests to change or cancel an order must be submitted to,
received and processed by the OTCBB. Due to the manual order processing involved
in handling OTCBB trades, order processing and reporting may be delayed, and one
may not be able to cancel or edit one's order. Consequently, one may not able to
sell shares of our common stock at the optimum trading prices.
INCREASED DEALER COMPENSATION COULD ADVERSELY AFFECT THE STOCK PRICE
The dealer's spread (the difference between the bid and ask prices) may be large
and may result in substantial losses to the seller of shares of our common stock
on the OTCBB if the stock must be sold immediately. Further, purchasers of
shares of our common stock may incur an immediate "paper" loss due to the price
spread. Moreover, dealers trading on the OTCBB may not have a bid price for
shares of our common stock on the OTCBB. Due to the foregoing, demand for shares
of our common stock on the OTCBB may be decreased or eliminated.
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET
From time to time, certain of our stockholders may be eligible to sell all or
47
some of their shares of common stock by means of ordinary brokerage transactions
in the open market pursuant to Rule 144, promulgated under the Securities Act of
1933 (Securities Act), subject to certain limitations. In general, pursuant to
Rule 144, a stockholder (or stockholders whose shares are aggregated) who has
satisfied a one-year holding period may, under certain circumstances, sell
within any three-month period a number of securities which does not exceed the
greater of 1% of the then outstanding shares of common stock or the average
weekly trading volume of the class during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of
securities, without any limitation, by our stockholders that are non-affiliates
that have satisfied a two-year holding period. Any substantial sale of our
common stock pursuant to Rule 144 or pursuant to any resale prospectus may have
material adverse effect on the market price of our securities.
DIRECTOR AND OFFICER LIABILITY IS LIMITED
As permitted by Delaware law, our certificate of incorporation limits the
liability of our directors for monetary damages for breach of a director's
fiduciary duty except for liability in certain instances. As a result of our
charter provision and Delaware law, stockholders may have limited rights to
recover against directors for breach of fiduciary duty. In addition, our
certificate of incorporation provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.
Item 2. Properties
- ------------------
We believe that our offices and other facilities are in good operating
condition and adequate for our current operations and that additional leased
space can be obtained on acceptable terms if needed.
Headquarters
We lease our corporate headquarters offices in Ronkonkoma, New York, which
consists of approximately 7,400 square feet of space, under a lease that expires
in February, 2014.
Additional Locations
MedLink leases additional 2,350 square feet of office space in Atascadero,
California, under a lease that expires in August 2012.
MedLink leases additional 3,000 square feet of office space in Hyderabad, India,
this office is leased on a year to year basis with monthly lease payments of
$525 with the lease expiring and renewable in May of each year.
Item 3. Legal Proceedings
- -------------------------
In the normal course of business, we are involved in various claims and legal
proceedings. While the ultimate resolution of these currently pending matters
has yet to be determined, we do not presently believe that their outcome will
adversely affect our financial position, results of operations or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
During the Calendar year of 2008 there was no submission of matter to a vote by
the Company's shareholders.
48
Part II
-------
Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
- -----------------------------------------------------------------------------
The Company's common equity is quoted in the National Association of Securities
Dealers over-the-counter Bulletin Board under the symbol MLKNA.OB. The high and
low sales prices of the Company's common stock for each quarter within the last
two fiscal years are set forth below. On August 15, 2001, the Company's common
stock was authorized for quotation on the over-the-counter Bulletin Board after
being delisted in 2000. At most times during the last two fiscal years, trades
in the Company's common stock were sporadic and therefore, published prices may
not represent a liquid and active trading market which would be indicative of
any meaningful market value.
High Low
---- ---
1st Quarter 2007 - $0.97 $0.27
2nd Quarter 2007 - $2.04 $0.72
3rd Quarter 2007 - $1.50 $0.86
4th Quarter 2007 - $1.74 $1.01
1st Quarter 2008 - $1.50 $0.71
2nd Quarter 2008 - $1.25 $0.71
3rd Quarter 2008 - $1.76 $0.50
4th Quarter 2008 - $2.00 $0.65
1st Quarter 2009 - $1.00 $0.35
The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions. The source of
the above quotations is Yahoo Finance.
The Company also has a secondary listing for its class A common shares on the
Berlin-Bremen stock exchange and trades under the symbol WM6A, and has a trading
platform for its Class B common shares that trades under the symbol WM6B on the
Frankfurt Stock Exchange, Xetra and Berlin Bremen Stock Exchanges.
As of December 31, 2008 there were 80 holders of record of our Class A commons
stock in addition to those who hold shares in street name.
As of December 31, 2008 there were 0 holders of record of our Class B common
stock in addition to those who hold shares in street name.
No dividends have been declared by the Company during the last two fiscal years.
There are no restrictions which affect or are likely to affect the Company's
ability to pay dividends in the future. The Company intends to retain its future
earnings, if any, for reinvestment into the Company.
Equity Compensation Plan Information
- ------------------------------------
The following table contains information concerning the Company's only existing
equity compensation plans which cover certain officers, employees and
49
consultants. Each of the officers and consultants entered into an agreement with
the Company for the provision of services which obligates the Company to pay
option compensation.
Number of securities to Weighted average
be issued upon exercise exercise price of Number of securities
of outstanding options, outstanding options, remaining available for
Plan category warrants and rights warrants and rights future issuance
------------- ------------------- ------------------- -----------------------
(a) (b) (c)
Equity compensation plans approved by
security holders
Equity compensation plans not approved 2,000,000 (2,) $0.415 2,000,000 (1)
by security holders (1)
7,603,013 (1)
Total 2,000,000 9,603,013
(1) On January 1, 2006, the Company entered into an employment agreement with
Mr. Vuono for him to serve as the Company's Chief Executive Officer. The term of
the agreement is for five years and it provides for a salary of $187,190 in cash
compensation. Mr Vuono has agreed to accept shares in lieu of his salary which
amounted to 1,376,400 shares in 2008. In January of 2007, the board of Directors
approved a 20% raise in Mr. Vuono's salary which Mr. Vuono has the option to
take in stock compensation lieu of cash. Pursuant to the employment agreement
Mr. Vuono is to receive 480,000 options of the Company's common stock on the
first business day of the year at an exercise price equal to the fair market
value of the Company's common stock on that date. The options are to have a
ten-year term. The common stock and options each have a two year vesting period
during which they will be forfeited if Mr. Vuono is terminated for cause or
leaves the Company prior to the end of the term. The vesting period is
accelerated in the event of a change in control of the Company.
On January 1, 2006, the Company entered into an employment agreement with Mr.
Rose for him to serve as the Company's Chief Financial Officer. The term of the
agreement is for five years and it provides for a salary of $158,400 in cash
compensation. Mr. Rose has agreed to accept shares in lieu of his salary which
amounted to 1,164,707 shares in 2008. In January of 2007, the board of Directors
approved a 20% raise in Mr. Rose's salary which Mr. Rose has the option to take
in stock compensation lieu of cash. Pursuant to the employment agreement Mr.
Rose is to receive 400,000 options of the Company's common stock on the first
business day of the year at an exercise price equal to the fair market value of
the Company's common stock on that date. The options are to have a ten-year
term. The common stock and options each have a two year vesting period during
which they will be forfeited if Mr. Rose is terminated for cause or leaves the
Company prior to the end of the term. The vesting period is accelerated in the
event of a change in control of the Company.
On January 1, 2006, the Company entered into an employment agreement with Mr.
Kim for him to serve as the Company's Chief Technology Officer. The term of the
agreement is for five years and it provides for a salary of $46,080 in cash
compensation. Mr. Kim has agreed to accept shares in lieu of his salary which
amounted to 338,824 shares in 2008. In January of 2007, the board of Directors
approved a 20% raise in Mr. Kim's salary which Mr. Kim has the option to take in
50
stock compensation lieu of cash. Pursuant to the employment agreement Mr. Kim is
to receive 120,000 options of the Company's common stock on the first business
day of the year at an exercise price equal to the fair market value of the
Company's common stock on that date. The options are to have a ten-year term.
The common stock and options each have a two year vesting period during which
they will be forfeited if Mr. Kim is terminated for cause or leaves the Company
prior to the end of the term. The vesting period is accelerated in the event of
a change in control of the Company.
(2) Consists of the following number of options held by the following persons
which were received pursuant to the agreements set forth above:
Jameson Rose 800,000
Ray Vuono 960,000
Dr. Michael Carvo 0
Konrad Kim 240,000
2,000,000
(3) Consists of the following number of shares of common stock which can be
issued to the following persons in 2008, 2009 and 2010 pursuant to their
employment agreements dated January 1, 2006:
- -------------------------------------------------------------------------------
Salary Salary Salary
- -------------------------------------------------------------------------------
2008 2009 2010
- -------------------------------------------------------------------------------
Ray Vuono 1,376,400 1,651,680 1,982,016
- -------------------------------------------------------------------------------
James Rose 1,164,707 1,397,648 1,677,177
- -------------------------------------------------------------------------------
Konrad Kim 338,824 406,585 487,907
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Totals 2,879,931 3,455,913 4,147,100
- -------------------------------------------------------------------------------
(4) Consists of the following number of shares of common stock options which can
be exercised by the following persons in 2008, 2009 and 2010 pursuant to their
employment agreements dated January 1, 2006:
51
- --------------------------------------------------------------------
Options Options Options
- --------------------------------------------------------------------
2008 2009 2010
- --------------------------------------------------------------------
Ray Vuono 480,000 480,000 480,000
- --------------------------------------------------------------------
James Rose 400,000 400,000 400,000
- --------------------------------------------------------------------
Konrad Kim 120,000 120,000 120,000
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Totals 1,000,000 1,000,000 1,000,000
- --------------------------------------------------------------------
Recent sales of unregistered securities
- ---------------------------------------
In 2008, the Company entered into various subscription agreements for private
placements in the amount of $490,000 to purchase 971,593 shares of the Company's
stock for an average purchase price per share of $0.50 a share.
In 2008, the Company issued 2,407,000 shares of the Company's stock in exchange
for consulting services and marketing services to various consultants. The
shares were valued at the closing stock price of the Company's common shares on
the dates of the agreements.
In 2008, three employees of the Company exercised their options to purchase
117,639 shares of the Company's stock for $35,292.
The Company has employment agreements with three individuals. The individuals
serve as the Company's Chief Executive Officer, Chief Financial Officer and
Chief Technical Officer. The term of the agreements are for five years and
provides for cash compensation for a total of $272,000 per year, however, the
three employees have agreed to accept 2,000,000 shares of the company's
restricted common stock in lieu of cash compensation. The three individuals
received a 20% raise for 2008, resulting in cash compensation of $391,670 and
agreed to accept 2,879,931 shares of the Company's common stock in lieu of
salary. The executives also received an option to purchase 1,000,000 shares of
the Company's common stock. The exercise price of the options shall be the fair
value market value of the common stock and options each have a two year vesting
period during which they will be forfeited if the employee is terminated for
cause or leaves the Company prior to the end of the term. The vesting period is
accelerated in the event of a change in control of the Company.
Item 6. Selected Financial Data
- -------------------------------
The financial statements of the Company appear under Item 8 of this report.
52
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operation
- ------------
Introduction
During the year ended December 31, 2008, MedLink continued to progress,
increasing revenues more than 70% percent when compared to the same period in
2007. 2008 was highlighted by the MedLink EHR TotalOffice receiving 2008 CCHIT
certification, along with 7 other company's in October of 2008. The realization
of 2008 CCHIT certification was extremely significant for the company, putting
the company on par from a product functionality stand point with market leaders
such as Allscripts, McKesson, Quality Systems, NextGen and E-ClinicalWorks. 2008
CCHIT Certification has resulted in increased business developments
opportunities to the Company that previously weren't available to due the lack
of certification. Primarily the opportunity to work with Regional Health
Information Organizations (RHIO's), that are regional non-for-profit
organizations generally funded through state healthcare IT initiatives, that
support financially the medical community in the advancement of Healthcare IT
through the adoption of Electronic Health Records.
In addition other significant events of 2008 included: partnership with CBS
Radio, strategic alliance with Microsoft HeathVault, and the retention of
Shattuck Hammond Partners for investment banking and financial advisory
services.
With an aggressive bi-partisan HIT political agenda, soaring healthcare costs,
increasing demand from diagnostic imaging centers and labs seeking to integrate
directly with physicians, increasing patient awareness of the importance of
personal healthcare records, the pharmaceutical industry's new found e-marketing
initiative, and the backing of some of the country's largest and most esteemed
medical societies; MedLink has strategically positioned itself to execute on all
facets of its business plan which the Company expects will result in tremendous
growth in 2009.
Recent Business Developments
CBS Radio
MedLink is currently working with CBS Radio, to develop a comprehensive
e-Health portal for patients with access to more than 5,000 medical topics
designed for medical education and information on more than 1,200 medications.
MedLink and CBS Radio recently signed a definitive agreement for strategic
partnership to establish MyMedLinkChart as the health internet portal/website
for six of CBS Radio's New York affiliate stations to be launched in during the
2nd quarter of 2009. The partnership is expected to expand to CBS Radio's 150
broadcast affiliates in 35 cities nationwide within the next 18-24 months,
creating an immediate presence and demand for MyMedLinkChart as well as create a
"brand" for MedLink's products. MyMedLinkChart will likely resemble WebMD's
health website, which provides health information services to consumers,
physicians, healthcare professionals, employers, and health plans through its
public and private online portals. The partnership represents a significant
advertising revenue sharing opportunity for MedLink as an estimated 4,000,000
monthly users visit just one of CBS Radio's websites, 1010 WINS., as compared
top WebMD, which averages 15,000,000 monthly visitors to its portals.
53
Zwanger-Perisi Radiology
In March of 2009, MedLink signed an agreement with Zwanger-Perisi
Radiology, an Imaging group that operates eight (8) diagnostic imaging centers
in New York to provide referring providers of Zwanger the MedLink EHR Lite.
Under the terms of the agreement Zwanger will pay to MedLink annual integration
fee's per provider for MedLink to deliver Zwanger DICOM studies and related
reports.
New Corporate Headquarters
In March 2009, MedLink moved to new corporate headquarters in
Ronkonkoma, NY. The new office increases MedLink's headquarters from 4,000
square feet to 7,400 square feet. The additional office space is leased through
2014 and will meet the company's growth needs. The new office is located in a
free trade zone in the Town Of Islip, NY, reducing the overall cost for the
company compare to its previous lease.
Regional Health Information Organization (RHIO)
Since realizing 2008 CCHIT certification the Company has qualified and
been approached by numerous RHIO's to submit FRS's. Currently the MedLink EHR
and its related services are finalists for the E-Health Network of Long Island
RHIO, Long Island Information Exchange (LIPIX), Interboro RHIO and Western New
York Clinical Information Exchange . The Company expects final decisions from
these RHIO's and other RHIO's over the course of the 2nd quarter of 2009.
Center for Medicare and Medicaid 2009 PQRI
In April 2009, MedLink announced that its CCHIT 2008 certified MedLink
Total Office EHR 3.1 had been selected by the Centers for Medicare and Medicaid
Services (CMS) to participate in the Physician Quality Reporting Initiative
(PQRI) 2009 EHR Testing Program. MedLink qualified and was chosen to participate
along with 9 other HIT Vendors to test EHR's as a tool to facilitate simplifying
physician reporting under PQRI.
Status of Operations
The Certification Commission for Healthcare Information Technology ("CCHIT")
announced that the MedLink TotalOffice EHR 3.1 was one of only 8 companies to
receive CCHIT certification and to have passed the inspection of 100 percent of
the criteria. CCHIT Certification was an extremely significant event in the view
of the Company's management for the future growth and success of the Company, as
the certification gives the Company access to the more than $700+ million
available in private and public initiatives for healthcare IT. President Obama
has promised to fund HIT with $10 billion a year over the next 5 years for
increased HIT adoption among physicians, and most industry experts expect CCHIT
certification to be a requirement for the majority of the funding initiatives.
In addition, since the announcement of CCHIT certification the company has had a
significant increase in inquiries in its products and services from not only
physicians, but vendor's seeking to resell the MedLink EHR, Labs, Imaging
Centers and RHIO's who are all looking to offer an affordable CCHIT certified
EHR to their physician base. The recognition of the certification has opened
avenues to the Company and due to the changes in Medicare reimbursement for the
use of e-prescription; Hospitals, Labs, Imaging Centers, and Societies are
scrambling to find an e-prescription solution for their physicians who beginning
Jan 1, 2009 will receive a 2% boost in Medicare payments for utilization of
54
e-prescription. The company expects significant growth in 2009 in the use of its
e-prescription module available in the EHR and EHR Lite. The Company currently
is working on sponsorship programs of its EHR and EHR Lite with Hospitals, Labs
and two of the largest medical societies in the country for their member and
referring physician base that cannot afford the high cost of competing CCHIT
certified products.
MedLink recently finalized an agreement with CBS Radio that will offer the
functionality of medlinkchart.com as its exclusive healthcare portal for its
more than 150 websites nationwide. The agreement with CBS Radio, provides for
the users of the site to access patient educational information and resources
similar to those found on competing websites such as WebMD and Revolution
Health. With just 6 of the 150 websites ( New York stations) operated by CBS
Radio generating 30% of the monthly web traffic realized by WebMD, an existing
advertising infrastructure already in place with annual advertising sales in the
billions, MedLink expects to become a direct competitor with the two leading
health information sites in 2009. Patient education through websites is a
multi-billion dollar industry and has realized significant year over year
growth, MedLink is aggressively entering the market by leveraging its
relationships CBS Radio for immediate traction while offering added advantages
to the competition including the ability for patients to create, receive, and
store clinical patient information with their physicians and an integration with
Microsoft's Health Vault. CCHIT will be announcing a certification of PHR
websites in 2009, which the company intends to apply for which will further
enhance its competitive advantage.
MedLink expects that recent legislation will significantly drive EHR adoption
which will require Medicare physicians to adopt electronic prescribing
(e-prescribing). Under the Medicare Electronic Medication and Safety Protection
Act, physicians would receive financial incentives to use e-prescribing systems.
Grants would help offset start-up costs, and physicians who use the technology
would receive up to a 2 percent bonus for every claim that includes an
e-prescription, and per-claim penalties for providers that do not comply.
In 2008 , MedLink engaged Shattuck Hammond Partners, one of the
nation's premier investment banks focused on Healthcare services companies.
Shattuck Hammond is the exclusive financial advisor and investment banker for
the company and the issued a Private Placement Memorandum in 2009. Shattuck
Hammond's expertise in the healthcare sector will be a positive catalyst as
MedLink forges ahead with its strategic initiatives to execute its strategy to
expand its presence in the Healthcare IT arena. Shattuck Hammond has over 50
professionals and senior bankers who average more than 20 years of experience in
healthcare and finance and over the past decade have played a prominent role in
transactions totaling over $37 Billion.
There are currently more than 200 MedLink TV's installed in 7 states
and we continue to receiving an overwhelming amount of requests for MedLink TV
service. The response to the Medical society endorsements has been
overwhelmingly positive. We are continuing to increase efficiencies in the
installation process and will soon be rolling out improved network
infrastructure. With increased restrictions on the ability for Pharma to market
to the general public and physicians, many industry experts view digital signage
as the solution for Pharma advertising/patient education programs.
As of December 31, 2008 we had 25 full time employees split between
New York, California, and Hyderabad, India. We expect growth to continue through
the remainder of 2009 as our R&D expenditures and business development efforts
come to fruition.
55
Business Overview
MedLink is a healthcare information enterprise system business focused
on the physician sector headquartered in Ronkonkoma, NY. The Company is in the
business of selling, implementing and supporting software solutions that provide
healthcare providers with secure access to clinical, administrative and
financial data in real-time, allowing them to improve the quality, safety and
efficiency in the delivery of healthcare services.
MedLink offers its services as stand-alone, combined or enterprise-wide
systems. Development of its flagship product, MedLink TotalOffice, an electronic
health record ("EHR") that was implemented in 2005 ("TotalOffice EHR"). Once
product development was completed, MedLink transitioned its focus to
commercializing MedLink TotalOffice EHR and received ambulatory EHR
certification from the Certification Commission for Healthcare Information
Technology ("CCHIT") in October, 2008. In addition, MedLink has developed a
"Lite" version of MedLink TotalOffice and a broad product offering that
includes: a personal health record/e-Health website ("MyMedLinkChart"); a
picture archiving and communication system ("MedLink Remote PACS"); a private
communication network through which healthcare content and information is
delivered to a physician's waiting room and displayed on a 40" flat screen TV
("MedLink TV"). The Company currently markets its products and services through
endorsement relationships with medical societies, imaging centers, labs and
hospitals ("Value-Added Strategic Partners").
MedLink International, Inc. is a Delaware corporation. The Company's
Class A Common Stock trades on the Over-the Counter Bulletin Board under the
symbol "MLKNA.OB" and its Class B Common Stock trades on the Frankfurt Stock
Exchange under the symbol "WM6B".
The Company's web site address is www.medlinkus.com.
The MedLink Vision:
Our goal is to create one of the largest hub for health records in the United
States. We plan to achieve this by meeting our stated mission statement below.
"We will offer the medical community applications and services that we
believe will ease accessibility to information related to patient care
through the creation of a secure digital environment, while making it
accessible to institutions both large and small at an affordable price
in order to achieve the highest level of participation."
We are dedicated to creating and providing the digital backbone for the delivery
of enhanced medical services to healthcare professionals worldwide through a
suite of network, communication, management, financial and value-added solutions
through the utilization of our Virtual Private Network ("VPN"). Our VPN connects
healthcare professionals with vital information and key resources creating
efficiencies and thereby achieving optimal, real-time delivery of patient
information.
We are driven by our vision of creating a national, paperless, healthcare hub,
combining the wisdom of healthcare professionals and the latest in integrated
technology to provide solutions for the current and future challenges facing the
healthcare industry. We are determined to become a market leader that physicians
and healthcare professionals will turn to for real-time, cost-effective access
to a myriad of patient information at the touch of a button.
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MedLink Product Offerings
- -------------------------
MedLink TotalOffice EHR 3.1
MedLink's core product offering is its MedLink TotalOffice EHR
("MedLink EHR"), a 2008 CCHIT Certified product. The MedLink EHR is a healthcare
information enterprise system that provides physician practices with electronic
access and control over patient records. It enables the primary provider to
easily manage the process of creating, maintaining and adding to patient
electronic health records. TotalOffice EHR contains the patient's demographic
information, notes, appointments, lab results, prescriptions, documents, history
of visits, as well as all insurance and financial information. It is also
designed to centralize the patient's medical records and streamline the
diagnostic and treatment process while connecting the physician seamlessly with
outside resources such as radiology centers, labs, pharmacies and insurance
companies. MedLink EHR includes a billing application which enables the product
to achieve full revenue cycle management capabilities.
A key feature of the MedLink EHR is the MedLink Virtual Private Network
("MedLink VPN").The MedLink VPN allows physician practices to securely
communicate with each other and remotely access and retrieve patient records,
lab results, X-Rays, CAT Scans and other Personal Health Information ("PHI").
The data is stored and replicated in two separate data centers located in
different regions of New York. The system is compliant with the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") and HL7. The MedLink VPN
also incorporates streaming video technology, enabling remote viewing of
procedures or delivery of continuing education or training materials by a
hospital to its doctors and staff, and communications software allowing for
secure messaging among hospital personnel.
MedLink TotalOffice can improve healthcare quality and reduce costs by
preventing medical errors, reduce paperwork and reduce administrative
inefficiencies. Additionally, it automates administrative workflow, including
scheduling, patient billing and collection and claims management.
MedLink EHR Lite
The MedLink EHR Lite ("EHR Lite") works in conjunction with the
MedLink EHR for referring physicians to view radiology reports and images,
submit and receive lab results and to prescribe medications electronically. The
referring physicians of radiology centers and laboratories affiliated with
MedLink and the Company's Strategic Partners utilize the EHR Lite, free of
charge, to view current and past reports on their patients enabling them to
generate a more accurate electronic health record of their patients, while
providing the practice with additional functionality such as scheduling, tasks,
patient chart, e-prescription, e-labs and e-radiology. The seamless integration
into a patient's electronic health record is unique to our products and we hope
to make the process the standard moving forward for the delivery of reports and
images from radiology centers. We believe EHR Lite will help to speed the
diagnostic process and significantly reduce patient wait times, while providing
a stepping stone to full EHR functionality provided by the MedLink EHR.
MedLink TV
MedLink TV is currently deployed in the waiting rooms of more than
200 medical offices and clinics in 7 states, and has received the endorsement of
nearly a dozen medical societies including the Texas Medical Association and New
57
York County Medical Society. We believe MedLink TV comprises one of the foremost
out-of-home broadcast networks reaching a captive audience of consumers. MedLink
TV offers advertisers a unique channel and innovative approach to reaching
consumers, in the waiting rooms of physician's offices and outpatient clinics,
while they wait for medical visits and procedures. The network balances
informational and advertising content with dynamically delivered, informative,
educational and entertaining programming with a focus on health issues and
well-being.
The forecasts for digital signage hardware and Out-of-Home ("OOH") video
advertising sales recently issued by four independent research firms highlight
an industry that has emerged as the dynamic "Fourth Screen" in communications
and advertising. PQ Media stated that within the U.S. market, the industry is
expected to grow 11.2 percent to $2.4 billion in 2008 and at a compounded annual
growth rate of 12.9 percent from 2007 to 2012. The market for the "Fourth
Screen" has developed as a result of increased direct pharmaceutical marketing
regulations to physicians as well as increased disclosure guidelines in
Direct-to-Consumer Advertising ("DTCA"). Thus, major pharmaceutical marketers
are now reallocating their marketing budgets to the "Fourth Screen" and patient
education forums.
MyMedLinkChart.com
MyMedLinkChart is a personal health record that combines data,
knowledge and software tools to help a physician's patients become active
participants in their own healthcare.
Physicians and networks will be able to upload patient charts through
MyMedLinkChart.com. The patient chart, or continuity of care document ("CCD"),
will be available to MedLink EHR and EHR Lite users via connectivity to
MyMedLinkChart.com. MyMedLinkChart will provide the patients access to clinical
patient data including: clinical problems list, procedures and treatments,
family history, social history, insurance data, advanced legal directives,
allergy alerts, current and relevant historical medications, immunizations,
vital signs, lab results and care plans.
Additionally, per an agreement reached in August with Microsoft Health Solutions
Group, MedLink makes the CCD available to HealthVault users as well via
MyMedLinkChart.com. The integration of MyMedLinkChart with Microsoft's
HealthVault enables patients to view, save and send clinical information from
within their HealthVault account, further improving coordination of care.
HealthVault encourages patients to drive demand for physicians to implement
EHRs, such as MedLink's TotalOffice EHR.
Physicians are the key to helping patients create and manage their personal
health records. That's what we believe at MedLink and that's what makes our
personal health record solution so different, it encourages the sharing of
information between doctor and patient with the goal of, what the American
College of Physicians and the American Academy of Family Physicians have called,
a collaborative effort in bringing patient health records, electronic medical
records and other technologies into the office to support an ongoing
patient-physician relationship. With the click of button from the patient chart
of wither the MedLink EHR or EHR Lite a provider can securely transmit a
patients personal health record to a patient, that the patient can then access
and share free of charge at www.mymedlinkchart.com.
58
Key Business Attributes
- -----------------------
The Company has compelling opportunities in the attractive and dynamic
healthcare information technology industry. The Company is poised for
significant revenue growth and profitability through its strategic partnerships
and opportunities.
Significant Market Opportunity
o Currently, out of the estimated 600,000 physicians in the U.S., only
15-20% are estimated to have employed EHRs for their practice.
o This market is expected to grow significantly in the next several years
as legislation and federal directives drive EHR adoption among
physicians.
- The Bush Administration mandated that physicians switch all
patient records to electronic form by 2014. The mandate has
received bi-partisan support from Congress and President
Obama;
- Medicare Electronic Medication and Safety Protection Act
provides financial incentives for physicians to use
e-prescribing systems that have current year CCHIT
certification;
- Medicare Prescription Drug, Improvement, and Modernization Act
of 2003 permits hospitals and other organizations to provide
e-prescribing and EHR software, information technology and
training services to physicians; and
- Private and public initiatives for healthcare IT adoption have
currently made available more than $700 million. The majority
of subsidies and grants require current year CCHIT
certification.
- More than $20 billion was provided for the adoption of
healthcare IT in early 2009
Value-Added Strategic Partners
o The Company has received endorsements from one of the largest medical
associations in the U.S. as well as four New York based medical
societies.
o The Company continues to form valuable strategic partnerships with
imaging centers, laboratories, RHIO's and other facilities through the
integration of their systems with the Company's EHR.
Targeted Installation Base
o The Company's value-added partners provide a "captive" base of
physicians as customers for the Company's products.
o The Company has a focused sales and marketing effort underway to
leverage this prime access opportunity to reach these physicians.
Attractive Value Proposition
o The primary barrier to EHR adoption among physicians is cost. The
Company offers an attractive value proposition through MedLink EHR and
EHR Lite. EHR Lite provides physicians with basic EMR functionality at
no upfront cost to the physician, creating a sticking point for later
full EHR conversion.
o The Company's EHR is priced below competing products with similar
services.
o Quick deployment of the Company's EHR, makes the product very
attractive to physicians and counterparties.
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2008 CCHIT Certification
o The Company's EHR was one of 8 products which received full
certification in October, 2008.
o This certification creates a tremendous competitive advantage for the
Company in its targeted customer base, the small to medium sized
physician office marketplace, as financial incentives are available to
providers who use a 2008 CCHIT certified EHR product.
HEALTHCARE INFORMATION TECHNOLOGY MARKET
Despite the turbulence in the worldwide macroeconomic environment, we
believe the fundamental drivers for healthcare IT demand and adoption remain
intact. We believe our primary end market, healthcare, is likely to be more
resilient to tough economic conditions than most segments. Our solutions play an
important role in improving safety, efficiency and cost and are therefore
usually ranked high against competing priorities. Most of our clients also
believe they must invest in IT to meet current and future regulatory, compliance
and government reimbursement models.
New changes to the Medicare Modernization ACT (MMA) Part D regulations will
require prescriptions for Medicare Part D be transmitted electronically
effective January 1, 2009. The Company views this as a major development that
will spur growth in its EHR solutions, and significant adoption of its EHR Lite
solution. Some of the major private insurance carriers are discussing similar
policies and the company expects e-prescription to become the standard in the
next few years, compared to 2007 where only 2% of all prescriptions were
submitted electronically.
Medicare physicians who use e-prescribing technology will be eligible for
incentive payments:
o 2% in fiscal year 2009 and 2010
o 1% in 2011 and 2012
o 0.5% in 2013
Physicians participating in Medicare who do not e-prescribe:
o 1% payment cut in 2012
o 1.5% payment cut in 2013
o 2% in subsequent years
With healthcare spending estimated at over $2 trillion and 16% of the U.S. Gross
Domestic Product and growing, politicians and policy makers agree that the
current healthcare system is unsustainable. And leaders of both parties express
commitment to the intelligent use of information systems that improve health
outcomes and correspondingly drive down cost. We believe one reason for the
bi-partisan support of HIT is a study by RAND Corp. published in October 2005
that concluded widespread adoption of HIT could cut the total cost of healthcare
by about 10%. Although policy experts have different opinions on the rates of
HIT adoption and how quickly benefits can be realized, there is consensus that
HIT has the potential to contribute to significant costs savings.
Also, increasing healthcare spending, safety and quality concerns, and
inefficient care are not issues isolated to the United States. Most other
countries are experiencing similar trends, a fact that creates a favorable
environment internationally for HIT solutions and related services.
Overall, while the current economic turmoil warrants close monitoring, our end
markets appear to remain solid. But we understand the possibility that a
sustained recession and credit crunch could impact our clients' ability to
invest in HIT.
60
The Healthcare Industry Overview
United States healthcare expenditures are a significant and growing
component of the U.S. economy, representing $2.1 trillion in 2006, or 16 percent
of GDP. Expenditures increased by 6.5 percent in 2005 and 6.7 percent in 2006
and are expected to almost double to $4.3 trillion and represent nearly 20
percent of GDP, in 2017.(1)
As an industry, healthcare services are generally provided through a fragmented
group of providers that have, in many cases, historically under-invested in
administrative and clinical solutions. The administrative portion of healthcare
costs for providers is expected to continue to expand due in part to the
increasing complexity in the public and private reimbursement process. Thus, a
greater administrative burden is being placed on providers, or physicians, to
accurately report and document healthcare services provided to the patient. This
is further compounded by the fact that many providers, which are grouped in
small physician practices, lack the technological infrastructure and human
resources to bill, collect and obtain full reimbursement for their services, and
instead rely on inefficient, labor-intensive processes to perform these
functions. Healthcare is a relatively information-intensive industry and the
lack of information technology adoption by healthcare providers has resulted in
a largely paper-based records system that is inefficient and time-consuming.
Industry experts believe there is significant potential to transform a
paper-based system into electronic records system and then leverage the
resulting information with analytics to provide better care with lower
administrative costs.
Payment for healthcare services generally occurs through complex and frequently
changing reimbursement mechanisms involving multiple parties, such as commercial
payors (insurance companies) and government payors (Medicare and Medicaid
programs). The federal government contributed 46 percent of healthcare payments
in 2006 and government mandates continue to increase the complexity of the
reimbursement process. In addition, private insurance accounts for 35 percent of
healthcare payments in 2006 and tends to follow the government's reimbursement
policies, which adds another layer of reimbursement complexity. Despite
significant consolidation among private payers in recent years, claims systems
have often not been sufficiently integrated, resulting in persistently high
costs associated with administering these plans. Government payers also continue
to introduce more complex rules to align payments with the appropriate care
provided. As a result, the Company believes payers and providers will continue
to seek solutions that automate and simplify the administrative and clinical
processes of healthcare.
Peter R. Orszag, Director of the United States Congressional Budget
Office, recently said, "health care represents the central fiscal challenge
facing the nation." Sometime in President-elect Obama's first term, Medicare
Part A (hospital insurance) is expected to turn cash flow negative. If Medicare
had to be accounted for similar to that of a company pension fund, it would be
underfunded by $34 trillion. In order to solve this problem, the government is
promoting higher investment in HIT and President-elect Obama pledged to spend
$10 billion annually for five years to improve HIT adoption by healthcare
providers, which is a core component of his plan to improve the U.S. healthcare
system.
Larger and more populated states are likely to present greater healthcare IT
opportunities than smaller states, due to the increased number of hospitals and
physician practices. MedLink has endorsements and affiliations with Value-Added
Strategic Partners in California, New York and Texas, three of the top five
states.
61
Market Drivers
- --------------
According to American Medical Association data, there are over 600,000
physicians in the U.S. practicing medicine and approximately 220,000 physician
practices. Because the physician practice market is highly fragmented and there
has been little financial or clinical incentive for physician practices to adopt
an EHR solution, it is estimated that only approximately 13 percent of physician
practices have employed electronic health records for their practice. Thus, the
market for adoption will be driven by factors such as federal and state mandates
as well as industry standards.
Electronic Health Records
The main market driver which is leading to EHR adoption is President
Bush's federal mandate that all physicians utilize electronic health records by
2014. President Obama has reiterated the need for greater investment in HIT and
supports the Bush Administration's mandate. President Obama has pledged to spend
$10 billion a year over five years to invest in HIT. Furthermore, HIT spending
was included as one of the five components of the Economic Recovery Plan.
Federal Initiatives
Rep. Pete Stark (D-Calif.), Chairman of the House Ways and Means Health
Subcommittee, introduced the Health-e Information Technology Act of 2008 in
September 2008, with incentives that could total millions of dollars for
doctors. Financial incentives through Medicare to doctors and hospitals that
adopt and use EHR systems that are certified as meeting standards for
interoperability, security, and clinical utility (e.g. CCHIT). Physicians who
install and utilize an approved system would be eligible for incentive payments
totaling up to approximately $40,000 over five years. One of Speaker Nancy
Pelosi's senior health policy advisers attended a HIT industry forum in late
October 2008 and emphasized the Democrats' belief that improving HIT is the
foundation of improving the U.S. healthcare system.
Healthcare spending continues to expand. The nonpartisan Congressional Budget
Office projects that, if left unchecked, total spending on healthcare in the
United States would rise from 16 percent of the gross national product in 2007
to 25 percent in 2025. HIT is one of the few answers. A study by RAND Corp.
published in October 2005 found that widespread adoption of HIT could cut the
total cost of healthcare by about 10 percent.
Another factor we believe is favorable for the HIT industry in the United States
is the continued focus by Centers for Medicare and Medicaid Services (CMS) and
other payers on linking medical care payments to quality and safety, an approach
commonly referred to as "pay for performance." Some pay for performance plans
offer additional reimbursement for healthcare providers that can demonstrate
high levels of quality and safety. Based on CMS' final rule for changes to the
2008 inpatient prospective payment system (IPPS), there will also be instances
where providers are not paid for treatment of conditions acquired while in the
hospital if the condition is deemed reasonably preventable through the
application of evidence-based guidelines. This change, effective in October
2008, is positive for the HIT industry because ensuring compliance with
evidence-based guidelines is easier for organizations with an HIT system.
Additionally, an expected increase in the number of Diagnosis-Related Groups
(DRGs) that are used to determine how much providers are reimbursed for
providing care will also contribute to the need for HIT systems that can be used
to more efficiently and accurately document and accurately submit care for
reimbursement.
62
In 2009, rising costs and varying quality have solidified healthcare as a
tier-one issue. Presidential candidates in both parties favor using HIT to
create efficiencies in the system and address the underlying issue of chronic
illness.
Increasing healthcare spending and challenges in the quality and efficiencies of
care are not isolated to the United States. Most other countries are
experiencing similar trends, a fact that creates a favorable environment
internationally for HIT solutions and related services.
Reflective of these favorable national and global trends, the HIT market remains
very competitive. The market could be impacted by factors such as changes in
reimbursement rates to hospitals and physicians, a slowdown in adoption of HIT
and changes in the political, economic and regulatory environment.
State Initiatives
From January 2007 to August 2008, more than 370 bills with provisions
relating to HIT were introduced by state legislators according to the National
Conference of State Legislatures. During this same time frame, 132 bills were
enacted in 44 states and the District of Columbia. Of the 132 bills that were
passed, a majority of the legislation focused on five policy trends: planning;
targeted financing initiative; updated privacy laws to facilitate health
information exchange; promoting health information exchange; and advancing
adoption and use. Thus, States are pursuing a "carrot and stick" approach by
providing mandates, but also encouraging adoption through financial incentives
to the physician through grants and reimbursement as well as actively convening
stakeholders to promote market acceptance.
Regional Health Information Organizations
As part of its growth strategy to expand its customer base and rapidly
increase revenues, MedLink has submitted responses to request for proposals for
inclusion as a preferred vendor to a number of Regional Health Information
Organizations ("RHIO"). MedLink is various stages of a targeted marketing plan
with several RHIO's as RHIO's are quickly becoming key intermediaries to support
federal and state financial incentive programs by allocating subsidies and
grants to physicians in order to pay for EHR software and installation. The
Company has responded to several Requests for Quotations ("RFQs"), was invited
to various interview rounds and has demonstrated its EHR products with some of
the following organizations: Primary Care Information Project (1,400 physicians
& $60mm in EHR grants); The American College of Physicians (126,000 physicians);
Western New York Clinical Information Exchange (a.k.a. HealtheLink - 3,000
physicians & $5.2mm in EHR grants); Interboro RHIO (150 physicians & $7.7mm in
EHR grants); Long Island Patient Information Exchange (5,000 physicians & $19mm
in EHR grants); and State Volunteer Mutual Insurance Company (17,000
physicians). Public and private initiatives have currently made available more
than $700 million in initiatives for HIT adoption of EHR software and
implementation costs. MedLink expects to receive endorsements from several
RHIO's located in the New York regional area representing approximately $104.6
million in EHR initiatives. Prior to receiving 2008 CCHIT certification, MedLink
was not eligible to participate as a vendor to RHIO's. Since the Company's CCHIT
certification, it has begun to aggressively submit RFQs to these organizations.
RHIO participation is a key component of MedLink's growth strategy and is
consistent with the Company's business model to provide low-cost products to
physicians.
An example of a RHIO's' impact on an EHR company is E-Clinical Works'
endorsement from Primary Care Information Project as a result of their 2006
63
CCHIT certification. E-Clinical received several such endorsements and was able
to realize revenue growth of $7 million to $60 million in just three years.
Pay for Performance
The CMS, as well as commercial and private payers, are continuing to
focus on linking medical care payments to quality and safety, an approach
commonly referred to as "pay for performance". Some pay for performance plans
offer additional reimbursement for healthcare providers that can demonstrate
high levels of quality and safety. Based on CMS' final rule for changes to the
2008 inpatient prospective payment system, there will also be instances where
providers are not paid for treatment of conditions acquired while in the
hospital if the condition is deemed reasonably preventable through the
application of evidence-based guidelines. This change, effective in October
2008, is a positive factor for the HIT industry because ensuring compliance with
evidence-based guidelines is far easier for organizations with an HIT system.
Additionally, an expected increase in the number of diagnosis-related groups
that are used to determine reimbursement to providers will also contribute to
the need for HIT systems that can be used to more efficiently and accurately
document and submit care charges for reimbursement.
In July 2008, the Medicare Improvements for Patients and Providers Act
of 2008 was passed. It places a two percent increase on reimbursement for
physicians who use e-prescription in 2009 and 2010, a one percent increase in
2011 and 2012 and one half percent increase in 2013. Healthcare providers who do
not use e-prescription by 2012 will be penalized. A recent study at Brigham and
Women's Hospital in Boston found that e-prescribing systems that include
formulary decision support can save $845,000 per 100,000 patients a year. The
study examined data collected over 18 months from two Massachusetts insurers
covering 1.5 million patients.
At the end of October 2008, Blue Cross Blue Shield of Massachusetts ("BCBSMA")
decided to require physicians to electronically prescribe medications in order
to qualify for any of its physician incentive programs effective January 1,
2011. Additionally, BCBSMA plans to help doctors by supporting a number of new
licenses in 2009. The initiative addresses recent "pay for performance"
e-prescribing measures, coming one year before the CMS deadline for prescribing
without penalty.
64
CCHIT
CCHIT is a private, nonprofit initiative for certification of
electronic health records and their networks, which was formed in 2004. In 2005,
the Department of Health and Human Services awarded CCHIT with a contract to
develop, create prototypes for, and evaluate the certification criteria and
inspection process for EHRs. Since CCHIT began certifying two years ago, it has
certified 150 EHR products, representing 50 percent of all EHR vendors and 75
percent of the EHR market. However, as the HIT industry has developed,
certification standards have increased significantly and only ten physician
focused EHR products were certified in 2008 for the certification period
beginning September 30, 2008 continuing through the third or fourth quarter of
2009. Companies must reapply each year for certification in order to receive all
associated benefits. MedLink has already begun development upgrades for the 2009
CCHIT certification. Although, CCHIT is planning to offer independent
certification for a personal health record and e-prescription applications,
MedLink personal health record and e-prescription applications are currently
certified through their 2008 certification. MedLink plans to continue to certify
all of its products through CCHIT.
CCHIT is endorsed by many professional organizations, including the American
Medical Association and Medical Group Management Association. CCHIT
certification is an important designation as many healthcare providers are
mandated to purchase healthcare information technology with this designation.
CCHIT has interoperability criteria for each year and companies must reapply for
current year certification to receive all associated benefits. Interoperability
is the ability of different information technology systems and software
applications to communicate; to exchange data accurately, effectively and
consistently; and to use the information that has been exchanged. A new study
from the Center for Information Technology Leadership at Partners Healthcare
System has found that widespread adoption of interoperable personal health
records could save the U.S. health care system more than $19 billion annually
after expenses. CCHIT certification ensures that certified EHR products will
communicate with healthcare systems and ease adoption in the marketplace.
After the 2008 presidential election, it was announced at a healthcare IT
advisory panel meeting that the CCHIT will stay in place. Additionally, Robert
Kolodner, National Coordinator for Health Information Technology (a permanent
Department of Health and Human Services position that will not change under the
Obama administration), praised CCHIT.
The Bush administration has mandated that all physicians utilize electronic
health records by 2014. There are currently over 600,000 physicians in the U.S.
and only fifteen percent (15%) of them have employed electronic health records
for their practice. This creates a tremendous opportunity and MedLink is
addressing this $28 billion dollar market with its innovative, cost-effective
technology that will be in major demand by medical professionals, a market which
is expected to grow aggressively in years to come.
The Health Information Technology (HIT) marketplace remains strong.
Domestically, the overall financial condition of hospitals remains solid, and
there continues to be incentive for them to purchase health information
technology to address safety, quality, and efficiency needs. With annual HIT
spending in the United States of $1.9 trillion, or 16 percent of the gross
domestic product, there is still broad bipartisan support of HIT, with several
pieces of pending legislation containing provisions that encourage both
hospitals and physician practices to adopt HIT. Globally, there continues to be
a high level of interest in HIT at the country-wide and regional levels that is
65
driven by similar safety, quality, and efficiency needs as those driving demand
in the United States
In a report published by IDC's Health Industry Insights, the research and
advisory firm forecasts total information technology (IT) spending for the
electronic health record (EHR) market in the United States to increase to $4.8
billion in 2015. The study reveals a compounded annual growth rate (CAGR) of
15.8% in the EHR market over the next ten years, with current spending in that
market estimated at $1.1 billion in 2005.
Policy Reforms
The federal government is currently using its position as the nation's
leading purchaser of healthcare products and services to promote HIT use. For
example, CMS and the Office of the Inspector General (OIG) are allowing acute
care organizations to help provide referring physicians with hardware, software,
training and support necessary to implement e-prescribing or interoperable
electronic medical record systems.
To increase the availability of healthcare pricing information, CMS posts
information on what Medicare will pay for 30 common elective procedures and
other hospital admissions. We believe this focus on transparency could incent
healthcare organizations to use technology to improve safety and efficiency.
Private Sector Approaches
Healthcare costs are a significant issue for employers as well.
According to the Journal of Occupational and Environmental Medicine,
productivity losses related to personal and family health problems cost U.S.
employers $1,685 per employee per year or about $226 billion annually. The cost
of health insurance rose 7.7 percent in 2006, much higher than the overall rate
of inflation (3.5 percent) or the increase in workers' earnings (3.8 percent).
Faced with these costs, some large employers have become advocates of HIT. For
example, Applied Materials, Inc., BP America, Inc., Cardinal Health, Inc., Intel
Corporation, Pitney Bowes, Inc. and Wal-Mart Stores, Inc. founded an initiative
in 2006 focused on creating personal health records for their employees. We
believe this type of employer activism is a positive for the HIT industry as it
supports wider-spread adoption of electronic medical records.
Competition
The market for HIT solutions and services is intensely competitive,
rapidly evolving and subject to swift technological change. The Company's
principal existing competitors in the physician healthcare information
enterprise systems include: Allscripts, Athenahealth, E-Clinical, and Greenway
Medical, each of which offers a suite of software solutions and services that
compete with many of the Company's software solutions and services in the
physician practice market. In addition, the Company expects that major software
information systems companies, large information technology consulting service
providers, system integrators, managed care companies and others specializing in
the security industry may offer competitive software solutions or services.
The pace of change in the HIT market is rapid and there are frequent new
software solution introductions, software solution enhancements and evolving
industry standards and requirements. The main competitive factors in this market
include: the breadth and quality of system and software solution offerings, the
stability of the information systems provider, the features and capabilities of
the information systems, the ongoing support for the system and the potential
for enhancements and future compatible software solutions. MedLink believes that
66
with the CCHIT certification initiative, the market will become less fragmented.
MedLink also believes its strategic alliances with healthcare associations and
medical societies will enable it to become a leading provider of such services
to physicians in both large and small physician practices.
MedLink TotalOffice EHR meets all industry standards set by CCHIT for 2008 and
is well positioned against the offerings of MedLink's closest competitors.
Future Capital Requirements
In 2008, MedLink engaged Shattuck Hammond Partners, one of the nation's premier
investment banks focused on Healthcare services companies and a division of
Morgan Keegan & Company, Inc. Shattuck Hammond acts as the exclusive financial
advisor and investment banker for MedLink and assist the Company in an equity
raise to fund the Company's aggressive organic growth and acquisition
strategies. Our primary needs for cash over the next twelve months will be to
fund increased marketing expenses, working capital, pay acquisition costs
relating to potential acquisitions, fund capital expenditures for MedLink TV,
contractual obligations and investment needs of our current business.
Contractual Obligations
We have contractual obligations to maintain operating leases for property. The
following table summarizes our long-term contractual obligations and commitments
as of December 31, 2008:
Less than
Total 1 year 1-3 years
Operating lease obligations $ 850,992 $ 129,500 $ 460,032
The commitments under our operating leases shown above consist
primarily of lease payments for our Ronkonkoma, New York corporate headquarters
and our Atascadero, California location.
Off-Balance Sheet Arrangements
As of December 31, 2008 and December 31, 2007, we did not have any relationships
with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements
or other contractually narrow or limited purposes.
RESULTS OF OPERATIONS
- ---------------------
The Company's revenues from continuing operations for the year ended
December 31, 2008 and 2007 were $480,609 and $280,022, respectively. The
increase in revenue is primarily attributable to sales of the MedLink Total
Office EHR.
Expenses for the fiscal year ended December 31, 2008 and 2007 were
$4,824,443 and $2,809,908, respectively. The increase in 2008 is primarily
attributable to increased stock based compensation expenses associated
primarily with consultants and healthcare legal advisors, the hiring of
additional customer support personnel, and increased marketing activities.
67
The Company had net losses of $(4,365,769) and $(2,462,829) in the fiscal
years ended December 31, 2008 and December 31, 2007, respectively. The increase
in net losses resulted primarily from an increase in operating expenses due to
increased stock based compensation expenses.
Liquidity and Capital Resources
At December 31, 2008, the Company had a working capital deficiency of
$(2,177,424). While the Company believes revenue that will be earned from the
sales of the MedLink EHR, AutoDoc and will soon be sufficient to sustain the
Company's operations, there can be no guarantee that this will be the case and
that the Company will not have to raise additional capital from investors. In
the event the Company has to raise additional capital, there can be no assurance
that such capital will be available when needed, or that it will be available on
satisfactory terms.
Critical Accounting Policies
We believe there are several accounting policies that are critical to the
understanding of our historical and future performance as these policies affect
the reported amount of revenues and expenses and other significant areas and
involve management's most difficult, subjective or complex judgments and
estimates. On an ongoing basis, management evaluates and adjusts its estimates
and judgments, if necessary. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingencies. Due to
the inherent uncertainty involved in making estimates, actual results reported
in future periods may be materially different from those estimates. These
critical accounting policies relate to revenue recognition, allowance for
doubtful accounts, capitalized software development costs, stock based
compensation and income taxes. Please refer to Note 1 of the audited
Consolidated Financial Statements for further discussion of our significant
accounting policies.
The preparation of financial statements and related disclosures requires
management to make judgments, assumptions and estimates that affect the amounts
in the consolidated financial statements and accompanying notes. Note 1 to the
consolidated Annual Report on Form 10-K for the year ended December 31, 2008
describes the significant accounting policies and methods used in the
preparation of the consolidated financial statements. Estimates are used for,
but not limited to, goodwill impairment and long-lived asset impairments. The
following critical accounting policies are impacted significantly by judgments,
assumptions and estimates used in the preparation of the consolidated financial
statements.
Revenue Recognition
Revenues are derived from licensing of computer software and professional
services (including implementation, integration, and training); and the sale of
computer hardware. We evaluate revenue recognition on a contract-by-contract
basis as the terms of each arrangement vary. The evaluation of our contractual
arrangements often requires judgments and estimates that affect the timing of
revenue recognized in our statements of operations. Specifically, we may be
required to make judgments about:
68
o whether the fees associated with our software and services are fixed
or determinable;
o
whether collection of our fees is considered probable;
o
whether professional services are essential to the functionality of
the related software;
o whether we have the ability to make reasonably dependable estimates
in the application of the
percentage-of-completion method; and
o
whether we have verifiable objective evidence of fair value for our
software and services.
We recognize revenues in accordance with the provisions of Statement of Position
("SOP") 97-2 "Software Revenue Recognition," as amended by SOP 98-9, Staff
Accounting Bulletin ("SAB") 104 "Revenue Recognition," and Emerging Issues Task
Force ("EITF") 00-21 "Revenue Arrangements with Multiple Deliverables." SOP 97-2
and SAB 104, as amended, require among other matters, that there be a signed
contract evidencing an arrangement exists, delivery has occurred, the fee is
fixed or determinable, collectibility is probable, and remaining obligations
under the agreement are insignificant.
Revenue is recognized as set forth below:
Subscription Contracts
Our subscription contracts typically include the following elements:
o Software license;
o Professional services; and
Software license fees are recognized ratably over the term of the contract,
commencing upon the delivery of the software provided that (1) there is evidence
of an arrangement, (2) the fee is fixed or determinable and (3) collection of
our fee is considered probable. The value of the software is determined using
the residual method pursuant to SOP 98-9 "Modification of SOP 97-2, With Respect
to Certain Transactions." These contracts contain the rights to unspecified
future software within the suite purchased and/or unspecified platform transfer
rights that do not qualify for exchange accounting. Accordingly, these
arrangements are accounted for pursuant to paragraphs 48 and 49 of SOP 97-2
"Software Revenue Recognition."
In the case of maintenance revenues, vendor-specific objective evidence, or
VSOE, of fair value is based on substantive renewal prices, and the revenues are
recognized ratably over the maintenance period.
In the case of professional services revenues, VSOE is based on prices from
stand-alone sale transactions, and the revenues are recognized as services are
performed pursuant to paragraph 65 of SOP 97-2.
Third party hardware revenues are recognized upon delivery, pursuant to SAB 104.
Professional services represent incremental services marketed to clients
including implementation, consulting, and training services. Professional
services revenues, where VSOE is based on prices from stand-alone transactions,
are recognized as services are performed.
69
Hardware is recognized upon delivery pursuant to SAB 104.
In accordance with EITF 00-10, "Accounting for Shipping and Handling Fees," we
have classified the reimbursement by clients of shipping and handling costs as
revenue and the associated cost as cost of revenue.
Allowance for Doubtful Accounts
In evaluating the collectability of our accounts receivable, we assess a number
of factors, including a specific client's ability to meet its financial
obligations to us, as well as general factors such as the length of time the
receivables are past due and historical collection experience. Based on these
assessments, we record a reserve for specific account balances as well as a
reserve based on our historical experience for bad debt to reduce the related
receivables to the amount we ultimately expect to collect from clients. If
circumstances related to specific clients change, or economic conditions
deteriorate such that our past collection experience is no longer relevant, our
estimate of the recoverability of our accounts receivable could be further
reduced from the levels provided for in the Consolidated Financial Statements.
Goodwill
SFAS No. 142, "Goodwill and Other Intangible Assets," classifies intangible
assets into three categories: (1) intangible assets with definite lives subject
to amortization; (2) intangible assets with indefinite lives not subject to
amortization; and (3) goodwill. For intangible assets with definite lives, tests
for impairment must be performed if conditions exist that indicate the carrying
value may not be recoverable. For intangible assets with indefinite lives and
goodwill, tests for impairment must be performed at least annually or more
frequently if events or circumstances indicate that assets might be impaired.
Our acquired technology and other intangible assets determined to have definite
lives are amortized over their useful lives. In accordance with SFAS No. 142, if
conditions exist that indicate the carrying value may not be recoverable, we
review such intangible assets with definite lives for impairment. Such
conditions may include an economic downturn in a market or a change in the
assessment of future operations. Goodwill is not amortized. We perform tests for
impairment of goodwill annually, or more frequently if events or circumstances
indicate it might be impaired. We have only one reporting unit for which all
goodwill is assigned. Impairment tests for goodwill include comparing the fair
value of the company compared to the comparable carrying value, including
goodwill.
Use of Estimates
The preparation of 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
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
70
Accounting for Stock-Based Compensation
The FASB issued a revision of SFAS 123 ("SFAS 123(R)") that requires
compensation costs related to share-based payment transactions to be recognized
in the statement of operations. With limited exceptions, the amount of
compensation cost is measured based on the grant-date fair value of the equity
or liability instruments issued. In addition, liability awards will be
re-measured each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award. SFAS 123(R)
replaces SFAS 123 and is effective January 1, 2007. In 2008, the Company used
the black-scholes option pricing model for estimating the fair value of the
options granted under the company's incentive plan.
Earning Per Share
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
Disclosure about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities," an amendment of FASB Statement No. 133,
(SFAS 161). This statement requires that objectives for using derivative
instruments be disclosed in terms of underlying risk and accounting designation.
The Company is required to adopt SFAS 161 on January 1, 2009. The Company is
currently evaluating the potential impact of SFAS No. 161 on the Company's
consolidated financial statements.
Determination of the Useful Life of Intangible Assets
In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life
of Intangible Assets,", which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under FASB 142 "Goodwill and Other Intangible Assets". The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of the expected cash
flows used to measure the fair value of the asset under FASB 141 (revised 2007)
"Business Combinations" and other U.S. generally accepted accounting principles.
The Company is currently evaluating the potential impact of FSP FAS 142-3 on its
consolidated financial statements.
71
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
We do not currently use derivative financial instruments or enter into foreign
currency hedge transactions. Foreign currency fluctuations through December 31,
2008 have not had a material impact on our financial position or results of
operations. We continually monitor our exposure to foreign currency fluctuations
and may use derivative financial instruments and hedging transactions in the
future if, in our judgment, the circumstances warrant their use. Generally, our
expenses are denominated in the same currency as our revenue and the exposure to
rate changes is minimal. Our development center in India is not naturally hedged
for foreign currency risk since their obligations are paid in their local
currency but are funded in U.S. dollars. There can be no guarantee that foreign
currency fluctuations in the future will not be significant.
72
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
MEDLINK INTERNATIONAL INC.
CONSOLIDATED FINANCIAL STATEMENTS INDEX
- --------------------------------------------------------------------------------
Part I: Financial Statements
Report of Independent Registered Accounting Firm
Consolidated Balance Sheets at December 31, 2008 and 2007
Consolidated Statements of Operations for the years ended December 31, 2008
and 2007
Consolidated Statements of Stockholders' Equity (Deficit) for the years
ended December 31, 2008 and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2008
and 2007
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
73
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
MedLink International, Inc.
We have audited the accompanying balance sheets of MedLink International, Inc.
and Subsidiaries as of December 31, 2008 and 2007 and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years ended
December 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MedLink International, Inc. and
Subsidiaries as of December 31, 2008 and 2007 and the results of its operations
and its cash flows for the years then ended December 31, 2008 in conformity with
accounting principles generally accepted in the United States of America.
These accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As more fully
described in Note 2, the Company's need to seek new sources or methods of
financing or revenue to pursue its business strategy, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
as to these matters are also described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ JEWETT, SCHWARTZ, WOLFE & ASSOCIATES
- -------------------------------------------
Hollywood, Florida
April 15, 2009
74
MEDLINK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2008 and 2007
- --------------------------------------------------------------------------------
ASSETS
For the years ended
December 31,
-----------------------
2008 2007
---------- ----------
CURRENT ASSETS:
Cash 2,762
Accounts Receivable $ 20,731 -
Due from related party 39,3972
Inventory 2,818 -
Deposits 9,165
---------- ----------
Total current assets 32,714 42,134
----------
Office equipment (at cost) net of accumulated depreciation 179,025 133,559
Intangible asset (at cost), net of accumulated amortization 40,450 41,538
Goodwill 975,000 975,000
Security deposit 5,400 5,400
Other assets 20,438 -
---------- ----------
$1,253,027 $1,197,631
========== ==========
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
75
MEDLINK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 2008 and 2007
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
For the years ended
December 31,
----------------------------
2008 2007
------------ ------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 403,277 427,683
Bank Overdraft 26,834 -
Deferred revenue 70,384 64,884
Current portion of capitalized lease payable 5,500 5,500
Note payable 701,145 623,437
Loans payable - related parties 1,002,988 533,922
------------ ------------
Lease payable - 2,750
Total current liabilities 2,210,138 1,658,176
------------ ------------
Stockholders' Deficit:
Preferred stock $.001 par value; 5,000,000 shares authorized: none issued
Common stock Class A $.001 par value; authorized 150,000,000
shares; 26947,333 and 20,371,822 shares issued and outstanding as of
December 31, 2008 and 2007 26,947 20,372
Class B $.001 par value; authorized 50,000,000; 5,361,876 issued
and outstanding as of December 31, 2008 and 2007 5,362 5,362
Subscription receivable (300,000) (100,000)
Deferred charges - (40,138)
Additional paid-in capital 17,094,371 13,071,881
Accumulated deficit (17,653,240) (13,287,471)
Treasury stock, at cost (130,551) (130,551)
------------ ------------
Total stockholders' deficit (957,111) (460,545)
------------ ------------
$ 1,253,027 $ 1,197,631
============ ============
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
76
MEDLINK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
- --------------------------------------------------------------------------------
For the years ended
December 31,
----------------------------
2008 2007
------------ ------------
Revenues $ 480,609 $ 280,022
Cost of Revenues 18,935 -
------------ ------------
Gross Profit 461,674 280,022
------------ ------------
Operating expenses:
General and administrative expenses 1,576,824 2,764,048
Consulting Expense 1,300,427 -
Compensation expense 1,927,749
Depreciation and amortization 22,443 34,860
------------ ------------
4,827,443 2,809,908
------------ ------------
Operating loss before minority interest (4,365,769) (2,518,886)
Minority interest 56,057
------------ ------------
Net loss $ (4,365,769) $ (2,462,829)
============ ============
Basic and diluted loss per share (Class A) $ (.15) $ (.12)
============ ============
Basic and diluted loss per share (Class B) $ (.81) $ (.46)
============ ============
Weighted average number of basic
shares outstanding (Class A) 29,863,620 21,268,394
============ ============
Weighted average number of basic
shares outstanding (Class B) 5,361,876 5,361,876
============ ============
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
77
MEDLINK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
- --------------------------------------------------------------------------------
Common Stock Additional
Number of Paid-in Surplus Subscriptions Deferred
Shares Amount Capital (Deficit) Receivables Charges
------------ --------- ------------ ------------ ------------- ----------
Balance at December 31, 2006 16,646,822 $ 16,647 $ 10,730,165 $(10,824,642) $ (19,783) $ (159,538)
Share issued for employment
services 2,400,000 2,400 324,000 0 0 0
Stock based compensation 0 0 400,000 0 0 0
Repayment of receivables 0 0 0 0 19,783 0
Shares issued in connection
with the exercise of
shareholders' options 1,480,000 1,480 250,120 0 0 0
Shares issued for consulting
services 50,000 50 45,725 0 0 0
Shares sold in 2007 4,956,876 4,957 1,122,874 0 (100,000) 0
Options issued for
consultants service 0 0 176,326 0 0 0
Deferred charges 0 0 0 0 0 119,400
Shares issued in Anywhere MD
acquisition 200,000 200 299,800 0 0 0
Net deficit acquired in
Anywhere MD 0 0 (277,129) 0 0 0
Net loss for the year ended
December 31, 2007 0 0 0 (2,462,829) 0 0
---------- --------- ------------ ------------ ------------- ----------
Balance at December 31, 2007 25,733,698 $ 25,734 $ 13,071,881 $(13,287,471) $ (100,000) $ (40,138)
========== ========= ============ ============ ============= ==========
Treasury
Stock Total
---------- ------------
Balance at December 31, 2006 $ (130,551) $ (387,702)
Share issued for employment
services 0 326,400
Stock based compensation 0 400,000
Repayment of receivables 0 19,783
Shares issued in connection
with the exercise of
shareholders' options 0 251,600
Shares issued for consulting
services 0 45,775
Shares sold in 2007 0 1,027,831
Options issued for
consultants service 0 176,326
Deferred charges 0 119,400
Shares issued in Anywhere MD
acquisition 0 300,000
Net deficit acquired in
Anywhere MD 0 (277,129)
Net loss for the year ended
December 31, 2007 0 (2,462,829)
---------- ------------
Balance at December 31, 2007 $ (130,551) $ (460,545)
========== ============
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
78
MEDLINK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
- --------------------------------------------------------------------------------
Common Stock Additional
Number of Paid-in Surplus Subscriptions Deferred
Shares Amount Capital (Deficit) Receivables Charges
------------ --------- ------------ ------------ ------------- ----------
Balance at December 31, 2007 25,733,698 $ 25,734 $ 13,071,881 $(13,287,471) $ (100,000) $ (40,138)
Share issued for employment
services 2,879,999 2,880 388,800 0 0 0
Shares issued for consultants
services 2,407,000 2,407 2,426,813 0 0 0
Shares issued for payables 43,930 44 43,886 0 0 0
Shares issued to settle loan payable 560,000 560 279,440 0 0 0
Stock based compensation 0 0 533,345 0 0 0
Shares issued in lieu of Rent 55,000 55 28,652 0 0 0
Shares issued for legal fee's 100,000 100 112,083 0 0 0
Shares issued in connection with
the exercise of shareholders'
options 117,989 118 (118) 0 0 0
Shares sold in 2008 411,593 412 209,589 0 (200,000) 0
Reclass of deferred charges to
Compensation expense 0 0 0 0 0 40,138
Net loss for the year ended
December 31, 2008 0 0 0 (4,365,769) 0 0
---------- --------- ------------ ------------ ------------- ------------
Balance at December 31, 2007 32,309,209 $ 32,310 $ 16,861,515 $(17,653,240) $ (300,000) $ -
========== ========= ============ ============ ============= ============
Treasury
Stock Total
------------ ------------
Balance at December 31, 2007 $ (130,551) $ (460,545)
Share issued for employment
services 0 391,680
Shares issued for consultants
services 0 2,429,220
Shares issued for payables 0 43,930
Shares issued to settle loan payable 0 280,000
Stock based compensation 0 533,345
Shares issued in lieu of Rent 0 28,707
Shares issued for legal fee's 0 112,183
Shares issued in connection with
the exercise of shareholders'
options 0 0
Shares sold in 2008 0 10,000
Reclass of deferred charges to
Compensation expense 0 40,138
Net loss for the year ended
December 31, 2008 0 (4,365,769)
------------ ------------
Balance at December 31, 2007 $ (130,551) $ (957,111)
============ ============
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
79
MEDLINK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
For the years ended
December 31,
--------------------------
2008 2007
----------- -----------
Cash flows from operating activities:
Net loss $(4,365,769) $(2,462,829)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest - (113,290)
Depreciation 22,443 34,860
Increase in deferred charges 40,138 -
Amoritzation 1,088 0
Amortization of deferred charges - 132,163
Issuance of common stock 210,000 1,027,831
Share based compensation 533,345 400,000
Issuance of common stock for salary 391,680 -
Issuance of common shares for consulting and other
services rendered 2,429,220 819,884
Issuance of common stock for relief of loans 323,930 -
Issuance of common stock for rent 28,707 -
Issuance of common stock for legal fees 112,183 -
Inventory (2,818) -
Deposits (9,165) (12,583)
Increase in deferred revenue 5,500 64,884
Accounts receivable (15,731) (39,372)
Other assets (20,438)
Accrued expense and other current liabilities (24,406) (37,537)
Net cash used in operating activities (345,093 (185,989)
Cash flows from investing activities:
Purchase of fixed assets (67,909) (111,685)
Purchase of intangible asset 0 (41,812)
Cash acquired in Med-Link acquisition - 274
Net cash used in investing activities (67,909) (153,223)
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
80
MEDLINK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
- --------------------------------------------------------------------------------
For the years ended
December 31,
-------------------------
2008 2007
----------- ----------
Cash flows from financing activities:
Proceeds from related party loans -
Repayment of loans - (251,563)
Increase in lease payable (2,750) (5,500)
Proceeds from loan payable 77,708 -
Write off of intercompany receivable - -
Proceeds from subscription receivable (200,000)
Advances from (to) officer/shareholders 508,448 599,037
Net cash provided by (used in) financing activities 383,406 341,974
NET INCREASE (DECREASE) IN CASH (29,596) 2,762
CASH AT BEGINNING OF YEAR 2,762 -
CASH AT END OF PERIOD $ (26,834) $ 2,762
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ - $ -
Cash paid for taxes $ - $ -
Supplemental disclosure of non-cash financing activities
Issuance of common stock $ 210,000 $ -
Share based compensation $ 533,345 $ -
Issuance of common stock for salary $ 391,680 $ -
Issuance of common shares for consulting and other
services rendered $ 2,429,220 $ -
Issuance of common stock for relief of loans $ 323,930 $ -
Issuance of common stock for rent $ 28,707 $ -
Issuance of common stock for legal fees $ 112,183 $ -
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
81
MEDLINK INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
- --------------------------------------------------------------------------------
For the years ended
December 31,
-------------------
2008 2007
Supplemental disclosures of cash
flows information:
Cash paid during the year for:
Interest $ 0 $ 0
========== ======
Income taxes $ 0 $1,700
========== ======
Non-cash financing activities:
Reference is made to financial statements notes for certain non-cash financing
activities.
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
82
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Medlink International Inc. (the "Company") is a healthcare information
enterprise system business focused on the physician sector. The Company is in
the business of selling, implementing and supporting software solutions that
provide healthcare providers with secure access to clinical, administrative and
financial data in real-time, allowing them to improve the quality, safety and
efficiency in the delivery of healthcare services.
On January 1, 2002, the Western Media Group Corporation acquired Med-Link, a
privately held New York corporation, pursuant to a share exchange agreement
dated December 28, 2001. During 2005, Western Media Group Corporation's Board of
Directors approved a merger agreement whereby Western Media Group Corporation
changed the state of its incorporation from Minnesota to Delaware by merging
with and into a newly formed Delaware corporation named Medlink International,
Inc. In addition, the name of the company was changed from Western Media Group
Corporation to Medlink International, Inc. (the "Company") upon the completion
of the merger.
The business of the Company is carried out by the parent company and its wholly
owned subsidiaries, Anywhere MD and KRAD Konsulting (KRAD). The Company also has
four inactive subsidiaries, Med-Link USA, Inc., Med-Link VPN, Inc., Western
Media Acquisition Corp. (formerly Western Media Sports Holdings, Inc.), and
Western Media Publishing Corp.
Anywhere MD, Inc. - Anywhere MD, Inc. develops, markets, sells and supports
proprietary software application for mobile handheld devices. These mobile
applications provide the physician with the most recent and accurate healthcare
information at the "Point Of Care." Anywhere MD's expertise in clinical
documentation for physicians offers a broad range of technology products to
improve productivity for healthcare providers and enable them to diagnose, treat
and manage patient information at the highest level. Anywhere MD, Inc. is an
operating subsidiary and generates 100% of the revenue for the Company.
On December 30, 2007 the Company purchased all of the assets and assumed certain
liabilities of Anywhere MD in exchange for 200,000 shares of the Company's
common stock.
On May 14, 2007, the Company purchased 10,000,000 shares of Anywhere MD, Inc.'s
common stock for $100,000 and also purchased 130,000,000 shares of Anywhere MD.
Inc's stock from the majority shareholder of Anywhere MD, Inc., for the purchase
price of $875,000. As a result of the aforementioned purchase of shares, the
Company owned 62.5% of the outstanding shares of Anywhere MD, Inc.
KRAD - KRAD provides computer network and software systems, consulting,
installation and maintenance services.
In 2006, the Company received final approval from Deutsche Borse AG and its
shares started trading through the Frankfurt Stock Exchange.
83
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and all of its wholly-owned subsidiaries. All intercompany transactions
and balances have been eliminated in consolidation.
Fixed Asset
The Company depreciates its equipment on the straight-line method for financial
reporting purposes over a five year period. For tax reporting purposes, the
Company uses accelerated methods of depreciation. Expenditures for maintenance,
repairs, renewals and betterments are reviewed by management and only those
expenditures representing improvements to equipment are capitalized. At the time
equipment is retired or otherwise disposed of, the cost and accumulated
depreciation accounts are removed from the books and the gain or loss on such
disposition is reflected in operations.
Revenue Recognition
The Company recognizes revenue in accordance with Staff Accounting Bulletin
(SAB) No. 104, "Revenue Recognition in Financial Statements" which established
that revenue can be recognized when persuasive evidence of an arrangement
exists, all significant contractual obligations have been satisfied, the fee is
fixed or determinable and collection is reasonably assured.
The Company derives its revenue from primarily from the sale and support of its
proprietary software the MedLink TotalOffice EHR, and Autoc through its Anywhere
MD subsidiary. Revenue that is derived from the sale of software and related
products, is recognized in the period in the sale occurred. Revenue that is
derived from technical support contracts is recognized as revenue ratably over
the term of the contract. Amounts received toward technical support contracts
that are not considered earned are recorded as deferred revenues on the balance
sheet. Deferred revenue balances at December 31, 2008 and 2007 were $70,384 and
$64,884, respectively.
Goodwill and Indefinite-Lived Purchased Intangible Assets
In accordance with Statement of Financial Accounting Standard (SFAS) No. 142,
"Goodwill and Other Intangible Assets," goodwill acquired in business
combination is assigned to reporting units that are expected to benefit from the
synergies of the combination as of the acquisition date. The Company assesses
goodwill and indefinite- lived intangible assets for impairment annually at the
end of the fourth quarter, or more frequently if events and circumstances
indicate impairment may have occurred in accordance with SFAS No. 142. If the
carrying value of a reporting unit's goodwill exceeds its implied fair value,
the Company records an impairment loss equal to the difference. SFAS No. 142
also requires that the fair value of indefinite-lived purchased intangible
assets be estimated and compared to the carrying value. The Company recognizes
an impairment loss when the estimated fair value of the indefinite-lived
purchased intangible assets is less than the carrying value.
84
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Long-Lived Assets
The Company's accounting policy regarding the assessment of the recoverability
of the carrying value of long-lived assets, including property and equipment and
purchased intangible assets with finite lives, is to review the carrying value
of the assets if the facts and circumstances suggest that they may be impaired.
If this review indicates that the carrying value will not be recoverable, as
determined based on the projected undiscounted future cash flows, the carrying
value is reduced to its estimated fair value.
Intangible assets that have finite useful lives are amortized by the
straight-line method over the remaining useful lives.
Accounting for Stock-Based Compensation
The Financial Accounting Standards Board (FASB) issued a revision of SFAS 123
("SFAS 123(R)") that requires compensation costs related to share-based payment
transactions to be recognized in the statement of operations. With limited
expectations, the amount of compensation cost is measured based on the
grant-date fair value of the equity or liability instruments issued. In
addition, liability awards will be remeasured each reporting period.
Compensation cost will be recognized over the period that an employee provides
service in exchange for the award. SFAS 123(R) replaces SFAS123 and is effective
January 1, 2008. The Company used the black-scholes option pricing model for
estimating the fair value of the options granted under the company's incentive
plan.
Estimates
The preparation of 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
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturity of
three months or less when purchased to be cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of sales, trade accounts receivable and cash.
The Company grants credit to domestic companies located throughout the New York
tri-state area. The Company performs ongoing credit evaluations of its
customers' financial condition and generally requires no collateral from its
customers.
85
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Comprehensive Income
The Company adopted SFAS No. 130, which had no impact on the Company's financial
position, results of operations or cash flows for the periods presented.
Deferred Income Taxes
Deferred income taxes are provided based on the provisions of SFAS No. 109,
"Accounting for Income Taxes" ("SFAS 109"), to reflect the tax effect of
differences in the recognition of revenues and expenses between financial
reporting and income tax purposes based on the enacted tax laws in effect at
December 31, 2008.
The Company, as of December 31, 2008 had available approximately $17,653,240 of
net operating loss carry forwards to reduce future Federal income taxes. The
Company has operating loss carry forwards which are due to expire from 2009
through 2023. Since there is no guarantee that the related deferred tax asset
will be realized by reduction of taxes payable on taxable income during the
carry forward period, a valuation allowance has been computed to offset in its
entirety the deferred tax asset attributable to this net operating loss. The
amount of valuation allowances are reviewed periodically.
In June 2006, the Financial Accounting Standards Board (FASB) issued FIN 48,
"Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109." This interpretation prescribes a comprehensive model for the financial
statement recognition, measurement, presentation, and disclosure of uncertain
tax positions taken or expected to be taken in income tax return. FIN 48 and
related interpretations are effective for the Company in the first quarter of
fiscal 2007. The Company's adoption of FIN 48 had no material effect on its
consolidated financial statements.
Earnings Per Common Share of Common Stock
The Company applies SFAS No. 128, "Earnings Per Share" (SFAS No. 128), which
requires two presentations of earnings per share - "basic" and "diluted". Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted-average number of common shares for the period. The
computation of diluted earnings per share is similar to basic earnings per
share, except that the weighted average number of common shares is increased to
include the number of additional common shares that would have been outstanding
if the potentially dilutive common shares had been issued.
Only basic earnings per share is presented as all common stock equivalents are
either anti-dilutive or not material for the period presented. For the years
ended December 31, 2008 and 2007, the weighted average number of shares
outstanding for the Company's Class A Common Stock used in the per share
computation was 29,863,620 and 21,268,394 and respectively. For the years ended
December 31, 2008 and 2007, the weighted average number of shares outstanding
for the Company's Class B Common Stock used in the per share computation was
5,361,876 and 5,361,876 and respectively.
86
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments
At December 31, 2008, the carrying amounts of the Company's assets and
liabilities approximate fair value.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of sales, trade accounts receivable and cash.
The Company grants credit to domestic companies located throughout the New York
tri-state area. The Company performs ongoing credit evaluation of its customers'
financial condition and generally requires no collateral from its customers.
Recently Issued Accounting Pronouncements
Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets
and Interests in Variable Interest Entities
In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by
Public Entities (Enterprises) about Transfers of Financial Assets and Interests
in Variable Interest Entities." This FSP amends SFAS 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
to require public entities to provide additional disclosures about transfers of
financials assets. FSP FAS 140-4 also amends FIN 46(R)-8, "Consolidation of
Variable Interest Entities," to require public enterprises, including sponsors
that have a variable interest entity, to provide additional disclosures about
their involvement with a variable interest entity. FSP FAS 140-4 also requires
certain additional disclosures, in regards to variable interest entities, to
provide greater transparency to financial statement users. FSP FAS 140-4 is
effective for the first reporting period (interim or annual) ending after
December 15, 2008, with early application encouraged. The Company is currently
assessing the impact of FSP FAS 140-4 on its consolidated financial position and
results of operations.
Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises
In December 2008, the FASB issued FSP FIN 48-3, "Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises." FSP FIN 48-3 defers
the effective date of FIN 48, "Accounting for Uncertainty in Income Taxes," for
certain nonpublic enterprises as defined in SFAS 109, "Accounting for Income
Taxes." However, nonpublic consolidated entities of public enterprises that
apply U.S. generally accepted accounting principles (GAAP) are not eligible for
the deferral. FSP FIN 48-3 was effective upon issuance. The impact of adoption
was not material to the Company's consolidated financial condition or results of
operations.
Employers' Disclosures about Postretirement Benefit Plan Assets
In December 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets." This FSP amends SFAS 132(R),
"Employers' Disclosures
87
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
about Pensions and Other Postretirement Benefits," to provide guidance on an
employer's disclosures about plan assets of a defined benefit pension or other
postretirement plan. FSP FAS No. 132(R)-1 also includes a technical amendment to
SFAS 132(R) that requires a nonpublic entity to disclose net periodic benefit
cost for each annual period for which a statement of income is presented. The
required disclosures about plan assets are effective for fiscal years ending
after December 15, 2009. The technical amendment was effective upon issuance of
FSP FAS 132(R)-1. The Company is currently assessing the impact of FSP FAS
132(R)-1 on its consolidated financial position and results of operations.
Equity Method Investment Accounting Considerations
In November 2008, the FASB issued EITF 08-6, "Equity Method Investment
Accounting Considerations." EITF 08-6 clarifies accounting for certain
transactions and impairment considerations involving the equity method.
Transactions and impairment dealt with are initial measurement, decrease in
investment value, and change in level of ownership or degree of influence. EITF
08-6 is effective on a prospective basis for fiscal years beginning on or after
December 15, 2008. The Company is currently assessing the impact of EITF 08-6 on
its consolidated financial position and results of operations.
Accounting for Defensive Intangible Assets
In November 2008, the FASB issued EITF 08-7, "Accounting for Defensive
Intangible Assets." EITF 08-7 clarifies how to account for defensive intangible
assets subsequent to initial measurement. EITF 08-7 applies to all defensive
intangible assets except for intangible assets that are used in research and
development activities. EITF 08-7 is effective for intangible assets acquired on
or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. The Company is currently assessing the impact of EITF
08-7 on its consolidated financial position and results of operations.
Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount
That is Based on the Stock of an Entity's Consolidated Subsidiary In November
2008, the FASB issued EITF 08-8, "Accounting for an Instrument (or an Embedded
Feature) with a Settlement Amount That is Based on the Stock of an Entity's
Consolidated Subsidiary." EITF 08-8 clarifies whether a financial instrument for
which the payoff to the counterparty is based, in whole or in part, on the stock
of an entity's consolidated subsidiary is indexed to the reporting entity's own
stock. EITF 08-8 also clarifies whether or not stock should be precluded from
qualifying for the scope exception of SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," or from being within the scope of EITF
00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock." EITF 08-8 is effective for
fiscal years beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Company is currently assessing the impact of EITF 08-8
on its consolidated financial position and results of operations.
Determining the Fair Value of a Financial Asset When the Market for That Asset
is Not Active
In October 2008, the FASB issued FSP FAS 157-3, "Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active." This FSP
clarifies the application of SFAS 157, "Fair Value Measurements," in a market
that is not active. The FSP also provides examples for determining the fair
value of a financial asset when the market for that financial asset is not
active. FSP FAS 157-3 was effective upon issuance, including prior periods for
88
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
which financial statements have not been issued. The impact of adoption was not
material to the Company's consolidated financial condition or results of
operations.
Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an
entity's Own Stock
In June 2008, the FASB ratified EITF 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock." EITF 07-5
provides that an entity should use a two step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments on
the evaluation. EITF 07-5 is effective for fiscal years beginning after December
15, 2008. The Company is currently assessing the impact of EITF 07-5 on its
consolidated financial position and results of operations.
Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities
In June 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities." The
FSP addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting and, therefore, need to be
included in the earnings allocation in computing earnings per share under the
two-class method. The FSP affects entities that accrue dividends on share-based
payment awards during the awards' service period when the dividends do not need
to be returned if the employees forfeit the award. This FSP is effective for
fiscal years beginning after December 15, 2008. The Company is currently
assessing the impact of FSP EITF 03-6-1 on its consolidated financial position
and results of operations.
The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS 162, "The Hierarchy of Generally Accepted
Accounting Principles." SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements. SFAS 162 is effective 60 days following the SEC's approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles." The implementation of this standard will not have a material impact
on the Company's consolidated financial position and results of operations.
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)." The FSP clarifies the accounting for convertible debt instruments
that may be settled in cash (including partial cash settlement) upon conversion.
The FSP requires issuers to account separately for the liability and equity
components of certain convertible debt instruments in a manner that reflects the
issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost
is recognized. The FSP requires bifurcation of a component of the debt,
classification of that
89
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
component in equity and the accretion of the resulting discount on the debt to
be recognized as part of interest expense in our consolidated statement of
operations. The FSP requires retrospective application to the terms of
instruments as they existed for all periods presented. The FSP is effective for
the Company as of January 1, 2009 and early adoption is not permitted. The
Company is currently evaluating the potential impact of FSP APB 14-1 upon its
consolidated financial statements.
In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life
of Intangible Assets,", which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under FASB 142 "Goodwill and Other Intangible Assets". The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of the expected cash
flows used to measure the fair value of the asset under FASB 141 (revised 2007)
"Business Combinations" and other U.S. generally accepted accounting principles.
The Company is currently evaluating the potential impact of FSP FAS 142-3 on its
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities," an amendment of FASB Statement No. 133,
(SFAS 161). This statement requires that objectives for using derivative
instruments be disclosed in terms of underlying risk and accounting designation.
The Company is required to adopt SFAS 161 on January 1, 2009. The Company is
currently evaluating the potential impact of SFAS No. 161 on the Company's
consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141R. "Business Combinations". SFAS
No. 141R replaces SFAS No. 141 and accounting for identifiable assets acquired,
liabilities assumed, and non controlling interests in business combinations.
SFAS No. 141R is effective for the Company in the first quarter of fiscal 2010.
The Company is currently assessing the impact that SFAS No. 141R will have on
its results of operations, financial position, or cash flows.
In December 2007, the FASB issued SFAS No. 141R. "Business Combinations". SFAS
No. 141R replaces SFAS No. 141 and accounting for identifiable assets acquired,
liabilities assumed, and non controlling interests in business combinations.
SFAS No. 141R is effective for the Company in the first quarter of fiscal 2010.
The Company is currently assessing the impact that SFAS No. 141R will have on
its results of operations, financial position, or cash flows.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements." SFAS No. 160 addresses the accounting and
reporting framework for minority interests by a parent company SFAS No. 160 is
effective for the Company in the first quarter of fiscal 2010. The Company is
currently assessing the impact that SFAS No. 160 will have on its results of
operations, financial position, or cash flows. In June 2007, the FASB Emerging
Issues Task Force issued EITF No. 06-11 requires that a realized income tax
benefit from dividends or dividend equivalent units paid on unvested restricted
shares and restricted share units be reflected as an increase in contributed
surplus and reflected as an addition to the Company's excess tax benefit pool,
as defined under SFAS No. 123R. EITF 06-11 is effective for the Company in the
first quarter of fiscal 2009. The
90
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Company is currently assessing the impact that EITF 06-11 will have on its
results of operations, financial position, or cash flows.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." SFAS Mp/ 159 permits an entity, on
a contract-by-contract basis, to make an irrevocable election to account for
certain types of financial instruments and warranty and insurance contracts at
fair value, rather than historical cost, with changes in the fair value, whether
realized or unrealized, recognized in earnings. SFAS No.
159 is effective for the Company in the first quarter of fiscal 2009. The
Company is currently assessing the impact that SFAS No. 159 will have on its
results of operations, financial position, or cash flows.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS
No. 157 defines fair value establishes a framework for measuring fair value, and
expands disclosure about fair value measurements. SFAS No. 157 is effective for
the Company in the first quarter of fiscal 2008. The Company is currently
assessing the impact, if any that SFAS No. 157 will have on its results of
operations or financial position. I
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. This basis of accounting contemplates
the recovery of our assets and the satisfaction of its liabilities in the normal
course of business. Through December 31, 2008, the Company had incurred
cumulative losses of $17,653,240. As of December 31, 2008, the Company has
negative working capital of $2,177,424.
Management plans to take the following steps that it believes will be sufficient
to provide the Company with the ability to continue in existence. (i) Management
intends to continue to raise additional financing through private equity or debt
financing to pay down Company debt and/or reduce the cost of debt service. (ii)
Management is also planning to continue to finance the company using their own
personal funds or using the equity that they personally own in the company.
(iii) Management intends to increase revenues and is actively pursuing
additional contracts in several markets.
NOTE 3 - GOODWILL
On May 14, 2007 the Company purchased 62.5% of the outstanding state of Anywhere
MD, Inc. On December 30, 2007, the Company purchased all of the assets and
assumed certain liabilities of Anywhere MD in exchange for 200,000 shares of
Medlink International common stock.
91
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 3 - GOODWILL (continued)
The result of the above acquisition resulted in the Company recording goodwill
in the amount of $975,000. The Company believes that there was no impairment of
Goodwill as of December 31, 2008.
NOTE 4 - PROPERTY AND EQUIPMENT
As of December 31, 2008 and December 31, 2007, a summary of property and
equipment and the estimated useful lives used in the computation of depreciation
is as follows:
Estimated
Useful 2008 2007
life (years) Amount Amount
-------------- -------------- --------------
Furniture and fixtures 5 $ 32,174 13,320
Leasehold improvements 3 10,423 10,423
Equipment 5 245,955 196,900
--------------
288,552 260,643
Less accumulated depreciation 109,527 87,084
-------------- --------------
$ 179,025 $ 133,559
============== ==============
Depreciation expense for the years ended December 31, 2008 and 2007 was $22,443
and $34,860, respectively. Amounts include amortization expense associated with
equipment under capital leases.
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of December 31, 2008, accounts payable and accrued expenses totaled $403,277.
NOTE 6 - LOAN PAYABLE - RELATED PARTIES
The Company, as of December 31, 2008, has loans due to four of its
employees/shareholders in the amount of $1,002,998. These loans are payable on
demand and are non-interest bearing.
NOTE 7 - NOTE PAYABLE
The Company purchased 130,000,000 shares of Anywhere MD, Inc.'s stock from the
majority shareholder of Anywhere MD., Inc. in exchange for a note in the amount
of $875,000. As of December 31, 2008 $701,145 was due on demand. This note is
non-interest bearing.
NOTE 8 - CAPITAL LEASE PAYABLE
2008
Notes payable to a finance company, due in monthly installments of $540,
including principal, sales tax & interest at 8.5% through 2009, collateralized
by certain equipment.
$ 5,500
Less current portion (5.500)
-------------
Long - term debt $ 0
==============
The aggregate maturities of long - term debt at December 31, 2008 are as
follows:
December 31, 2008 $ 0
92
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 9 - STOCKHOLDERS' EQUITY
a) For the year ended December 31, 2008, the Company entered into
subscription agreements for private placements in the amount of $490,000 to
purchase 971,593 shares of the Company's Class A Common stock. As of December
31, 2008, the balance due under the subscription agreements was $300,000, which
has been shown as a reduction in equity on the Statement of Stockholders'
Deficit.
b) For the year ended December 31, 2008, the Company issued 2,407,000
shares of the Company's stock in exchange for consulting services. The shares
were valued at the closing price of the Company's common shares on the date of
the agreement.
c) For the year ended December 31, 2008, three employees exercised options
to purchase 117,639 shares of the Company's stock for $35,292.
d) The Company has employment agreements with three individuals. The
individuals serve as the Company's Chief Executive Officer, Chief Financial
Officer/Executive Vice President and Chief Technical Officer. The term of the
agreements are for five years and provides for cash compensation for a total of
$272,000 per year, however, the three employees have agreed to accept 2,000,000
shares of the company's restricted common stock in lieu of cash compensation.
The three individuals received a 20% raise for 2008, resulting in cash
compensation of $391,679 and agreed to accept 2,879,999 shares of the Company's
common stock. The executives also received an option to purchase 1,000,000
shares of the Company's common stock. The exercise price of the options shall be
the fair value market value of the common stock and options each have a two year
vesting period during which they will be forfeited if the employee is terminated
for cause or leaves the Company prior to the end of the term. The vesting period
is accelerated in the event of a change in control of the Company.
e) For the year ended December 31, 2008 $391,680, was charged to operations
for the above mentioned employment agreement.
f) For the year ended December 31, 2007, the Company entered into
subscription agreements for private placements in the amount of $1,127,831 to
purchase 4,956,876 shares of the Company's stock. As of December 31, 2007, the
balance due under the subscription agreements was $100,000, which has been shown
as a reduction in equity on the Statement of Stockholders' Deficit. This
remaining balance due represents approximately 439,000 shares.
93
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
NOTE 9 - STOCKHOLDERS' EQUITY (continued)
g) For the year ended December 31, 2007, the Company issued 50,000 shares
of the Company's stock in exchange for consulting services. The shares were
valued at the closing price of the Company's common shares on the date of the
agreement.
h) For the year ended December 31, 2007, the Company issued options to
consultants to purchase 540,000 shares of the Company's common stock. The
exercise price of the options ranged from $.30 to $.64 per share. The options
expire in two years and have a two year vesting period during which will be
forfeited if the employee is terminated. For the year ended December 31, 2007,
$176,326 was charged to operations for the above-mentioned transaction.
i) In the first quarter of 2007, two stockholders exercised their options
to purchase 1,480,000 shares of the Company's stock for $251,600.
j) The following is a summary of the stock options outstanding during the
year ended December 31, 2007 and 2006.
2008 2007
---------- ----------
Stock options outstanding, beginning of year 1,550,000 1,490,000
Stock options granted during the year 1,000,000 1,540,000
Stock options exercised during the year (117,989) (1,480,000)
Stock options canceled (87,011) 0
---------- ----------
Stock options outstanding, end of year 2,345,000 1,550,000
========== ==========
k) Deferred charges represent commission and consulting services to be
rendered, which was paid for by the issuances of the Company's common shares.
Such charges were being shown as a reduction of the Company's stockholders'
equity in the accompanying Consolidated Statement of Stockholders' Equity and
were amortized over the period of the services rendered.
NOTE 10 - TREASURY STOCK
In December 2005, the Company acquired 817,227 shares of its stock at .09 per
share in conjunction with a settlement with Four J's (see Note 4).
In December 2003, the Company acquired 100,000 shares of its stock at $.57 per
share (valued at the fair market value at date of acquisition) from an officer
of the Company, the proceeds of which were used to offset the officer's loan
receivable to the Company in the amount of $56,437.
Note 11 - INCOME TAXES
The provision (benefit) for income taxes from continued operations for the years
ended December 31, 2008 and 2007 consist of the following:
94
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
Note 11 - INCOME TAXES (continued)
2008 2007
------------ ------------
Current:
Federal and state $ 0 $ 0
------------ ------------
Deferred:
Federal and state $ (1,746,308) $ (1,510,967)
------------ ------------
Benefit from the operating
loss carryforward $ 1,746,308 $ 1,510,967
------------ ------------
Benefit for income taxes, net $ 0 $ 0
============ ============
The difference between income tax expense computed by applying the federal
statutory corporate tax rate and actual income tax expense is as follows:
2008 2007
------------ ------------
Statutory federal income tax rate 34.0% 34.0%
State income taxes 6.0% 6.0%
Valuation allowance (40.0)% (40.0)%
------------ ------------
Effective tax rate (0.0)% (0.0)%
============ ============
Deferred income taxes result from temporary differences in the recognition of
income and expenses for the financial reporting purposes and for tax purposes.
The net deferred tax assets and liabilities are comprised of the following:
The Company has a net operating loss carryforward of approximately $17,094,371
available to offset future taxable income through 2020. The Company made a 100%
valuation allowance at December 31, 2008.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
In June 2007 the company entered into a rental lease agreement in Atascedero,
California. The lease expires on August 27, 2012. Minimum annual lease
commitments are as follows:
Year ended December 31,
2009 $ 54,990
2010 54,990
2011 54,990
2012 36,660
The Company's rental lease in Ronkonkoma, New York expires on February 31, 2014.
Minimum annual lease commitments are as follows:
95
MEDLINK INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED)
December 31, 2008
- --------------------------------------------------------------------------------
Year ended December 31,
2009 64,750
2010 80,780
2011 84,486
2012 88,184
2013 91,880
2014 15,416
Anywhere MD and MedLink are delinquent in filing their sales tax and payroll tax
returns and New York State has filed a judgment against MedLink USA.
96
Item 9. Changes in and Disagreements With Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure.
- ---------------------
During the period ending September 30th, 2008, the Company did not
retain Farber Blicht Eyerman & Herzog LLP ("FBEH"), the Company's primary
accounting firm, not the Company's Independent Auditor. There were no
disagreements of any matter of accounting principles or practices or financial
statement disclosure with FBEH. The change was made to reduce professional
service fees in conjunction with the Company's decision to bring primary
accounting functions and preparations internally.
During the two most recent fiscal years and the interim periods through
December 31, 2008, there were no disagreements with Jewett Schwartz, Wolfe &
Associates ("JSWA"), the independent auditor of the Company, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
"JSWA" would have caused them to make reference to this subject matter of the
disagreements in connection with their report, nor were there any "reportable
events" as such term is described in Item 304(a)(1)(iv) of Regulation S-B.
Item 9A(T). Controls and Procedures
- -----------------------------------
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including its chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
As of December 31, 2008, the end of the fiscal year covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our chief executive officer and our
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) were effective at the reasonable assurance level.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial
reporting is a process designed under the supervision of our principal executive
and principal financial officers to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.
97
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2008.
Consequently, we lack the controls and procedures that would be
appropriate for a public reporting company of our size and stature.
As a result of the material weaknesses described below, our management
concluded that as of December 31, 2008 we did not maintain effective internal
control over financial reporting based on the criteria established in Internal
Control--Integrated Framework, issued by COSO.
As of December 31, 2008, the Company had yet to become compliant with SOX
404 and maintain effective internal controls; however, the progress of the
Company's remedial measures is detailed below. The Company expects to be
compliant by the end of 2009.
A "material weakness" is a significant deficiency, or combination of
significant deficiencies that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements presented
will not be prevented or detected. A "significant deficiency" is a control
deficiency, or combination of control deficiencies, that adversely affects a
company's ability to initiate, authorize, record, process or report external
financial data reliably in accordance with GAAP such that there is more than a
remote likelihood that a misstatement of the annual or interim financial
statements presented that is more than inconsequential will not be prevented or
detected.
At December 31, 2008, and as of that date, management has identified the
following material weaknesses in our internal control over financial reporting,
and has proposed the following plan of implementation with respect to each
material weakness:
o Weakness: The Company's board of directors has yet to pass a formal
resolution to put in place a strategic plan and framework in order to
comply with the regulations placed on issuers concerning internal
controls.
Implementation Plan: The board of directors intends to pass a resolution to
adopt the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) Framework which provides for a structure to establish a control
environment, risk assessment, control activities, information and communication,
and monitoring of effective internal controls. The board also intends that the
Chief Executive Officer shall be made to take ultimate ownership of establishing
an effective internal control system.
As of December 31, 2008, the Company had not yet passed a formal
resolution, however, Board has instructed Mr. James Rose, to take charge of the
implementation of a system of an internal control system that will ultimately
meet the goal of compliance with SOX 404 Act. The Company notes that, Board
Members and Senior Financial Officers, their expertise in US financial reporting
standards and related internal controls that, has never been evaluated. The
Company anticipates hiring more professionals/consultants with experience in SOX
404 to enable the Company to effectively address this issue.
98
o Weakness: The Company lacks a comprehensive Code of Ethics that is
applicable to the entire Company including officers, employees, and
directors.
Implementation Plan: The Company intends to adopt a formal Code of Ethics that
will communicated to all personnel at all levels of the organization, and that
senior management will be held to a standard that they will be responsible to
encourage an environment that promotes ethical behavior and discourages both the
necessity of, and the opportunities to act unethically.
As of December 31, 2008, the Company has not adopted a formal code of
ethics. The Company intends to adopt and distribute this Code of Ethics to
relevant employees, and to hold discussions with such employees as to how it
applies.
o Weakness: The Company lacks a guideline that specifically states the
objective and core functions of the Company so that there is no
ambiguity to all members of the organization as to what type of
business transactions the Company should be conducting. This
guideline should also be reviewed on regular basis by management and
the Board of Directors in order to address the ever changing business
environment and the demands of the market.
Implementation Plan: Management intends to prepare a guideline that the board of
directors will review and adopt.
As of December 31, 2008 the Board of Directors and management have
written and adopted a formal guideline that defines the Company's core business
lines and how to grow within these lines of business on a five year basis. The
Company, however, has yet to provide evidence that the Company has complied with
such guideline.
o Weakness: The Company accounting department is currently understaffed
and lacks personnel with expertise in US GAAP and SEC reporting
standards.
Implementation Plan: The Company is currently in the hiring process for staff
accountants to fulfill the demands and rigors of being a US public reporting
company. The Company will also provide training to existing employees on the
requirements of US GAAP and SEC Reporting standards.
As of December 31, 2008 the Company has a Chief Financial Officer,
however as of the date of this report, the Company continues to be in pursuit of
a senior financial reporting officer knowledgeable in US GAAP and SEC Reporting
standards. The Company's previous attempts to fill this role have not resulted
in long term fit for the Company and its needs. Upon hiring of a senior
financial reporting officer, that individual could further hire and train
personnel as needed. The Company intends to retain a recruiting firm to help
with filling this role.
o Weakness: The Company does not have an internal audit function and
department.
Implementation Plan: The Company will establish an internal audit department.
As of December 31, 2008 the Company has not yet created an internal audit
department. The planning of this new department is currently under evaluation,
and has yet to be determined.
99
o Weakness: The Company does not have a standardized and unified
Enterprise Resource Planning Software (ERP). The Company's accounting
systems are disparate and sometimes manual in nature which makes them
neither scalable nor efficient for financial reporting purposes and
management decision making needs.
Implementation Plan: The Company will review its current ERP systems and
consider the need to either purchase a new package or revise the functionality
and deployment of its current systems.
As of December 31, 2008, the Company had issued requests for proposals
for ERP systems that will meet the growing needs of the Company. Upon receipt
and acceptance of the appropriate bid, the Company expects that a system will be
fully implemented by the end of 2009.
This report does not specifically detail all possible material weaknesses
of the Company that may lead to material misstatements in the Company's
financial statements. However, we believe the foregoing report serves as a
valuable evaluation of the current status of the Company's internal controls.
Any one of the material weaknesses described above could result in a
misstatement of the aforementioned accounts or disclosures that would result in
a material misstatement to the annual or interim Consolidated Financial
Statements that might not be prevented or detected. As a result, management has
determined that each of the control deficiencies discussed above constitutes a
material weakness.
Management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2008 which is still considered to still
have material weaknesses has been reviewed by Jewett Schwartz Wolfe &
Associates., our independent registered public accounting firm.
The Company plans to take steps to address these deficiencies. There have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to January
1, 2008.
100
Part III
--------
Item 10. Directors, Executive Officers, and Corporate Governance
- ----------------------------------------------------------------
Directors, Executive Officers, Promoters and Control Persons
The following table sets forth the name, age, and position of each
executive officer and director and the term of office of each director of the
Company.
Name Age Position Director or Officer Since
- ---- --- -------- -------------------------
Ray Vuono 43 Chief Executive Officer, January 1, 2004
President and Chairman
of the Board
Konrad Kim 37 Director and October 1, 2000
Chief Technology Officer
Dr. Michael Carvo 56 Director January 1, 2002
James Rose 30 Chief Financial Officer and January 1, 2004
Executive Vice President
James Decker 44 Executive Vice President of Sales July 1, 2006
All Directors hold their positions for one year and until their
successors are duly elected and qualified. All officers hold their positions at
the discretion of the Board of Directors.
Set forth below is certain biographical information regarding each of
the Company's executive officers and directors:
Ray Vuono, Chief Executive Officer and Chairman
Mr. Vuono has more than 20 years of leadership experience building global brands
and guiding top-tier companies. An accomplished corporate strategist and
marketer, his vision and expertise in business performance have driven notable
enterprise growth in the insurance, pharmaceutical, and finance sectors. Mr.
Vuono has served as the Company's President and Chief Executive Officer since
2004 and as a consultant to the company since 2001. Offering a rare blend of
creative and operational strengths, Ray has achieved exciting company and
product turnarounds and is recognized for his success in growing sales and
profits. His strategic approach to building a business is reflected in his work
as CEO of RayvonVC, a private venture capital firm where his concept creations
and focus on diverse investment mix quickly delivered impressive bottom-line
results. His turnaround capability is highlighted by his accomplishments as
President & CEO of the National Support Systems, where he led a distressed
company to record profitability through brand revitalization that included major
shifts in brand strategy, operations, product design, packaging, marketing
communications, and sales techniques. Mr. Vuono's exceptional track record of
business improvement is based on his philosophy of total enterprise engagement
in change. He is known for his ability to quickly identify and diagnose sales
and growth impediments that go far beyond marketing, working with companies to
101
refine their organizational structure, product lines, sourcing, sales channels,
market position, as well as point-of-sale and general advertising. Mr. Vuono
holds a Bachelor of Science in Economics from the University of Calgary where he
also played football for the national champion University of Calgary Dinosaurs
in 1985.
Jameson Rose, Vice President & Chief Financial Officer
As chief financial officer and executive vice president of MedLink
International, Inc., Rose holds management responsibilities for the company's
finance, business development, investor relations, and business service
functions. Jameson has served MedLink in various capacities since 2001 until
being appointed as the company's CFO in January of 2004. Mr. Rose's expertise in
operations, finance, and business development will help ensure continued growth
and success for MedLink International. Before his Career at MedLink, Mr. Rose
served as VP of Finance at Ambassador Capital Group and has served as an
independent consultant in various investment banking transactions and advising
on inorganic growth efforts, focusing on mergers and acquisitions, and strategic
alliances. Mr. Rose has a bachelor of science with honors in Financial Economics
from Staffordshire University in the U.K. and is currently working on a Masters
in Accounting and Financial Management.
Konrad Kim, Chief Technology Officer and Director
Appointed Chief Technology Officer of MedLink International, Inc. in 2004,
Konrad Kim is responsible for all aspects of MedLink's national IT
infrastructure and line-of-business application development, support and
maintenance, including information service delivery and security. Under Mr.
Kim's direction, the IT department is dedicated to working with business
partners to accelerate MedLink's business by aligning MedLink's technology
deployment strategy with its business strategy. The IT department takes a
leadership role in the design of world-class, integrated strategies, processes
and architecture that ensure the integrity of MedLink's security platforms and a
more productive, efficient and valuable use of information within the in hand
information technology arena. Konrad is passionate about technology and its
possibilities on improving the in hand industry as a whole. Prior to his
appointment as MedLink's CTO, Konrad served various roles at iClips.com,
Gateway.com, Moody's Investor Services, Columbia House and Sony. Mr. Kim holds a
Bachelor of Science in Natural Sciences from the University of Wisconsin.
James Decker, Executive Vice President of Sales
In his expanded role as Executive Vice President (EVP) of Sales and Operations,
Mr. Decker is responsible for the overall leadership of the Sales and Services
organization at MedLink International. Under Jim's leadership, his team will
deliver a consistent, integrated and responsive customer experience through a
unified sales and services organization. Decker's focus is to grow revenue,
deliver profitability for the company and provide best in class service to
MedLink's customers. Decker's discipline, leadership, and ability to align and
accelerate organizations will yield new opportunities for MedLink. Jim's
extensive experience, operational leadership qualities, and execution focused,
results oriented approach have delivered an impressive history of leadership
achievements Mr. Decker joined the company in May of 2006, prior to joining
MedLink, Mr Decker most recently served as President of Hudson Street Networks
where he developed sales organizations and grew sales both domestically and
internationally while nurturing excellent relationships with exiting customer
and vendors. Mr Decker brings over 15 years marketing & sales leadership and
general management experience to MedLink International. Prior to co-founding
102
Hudson Street Networks, Mr. Decker led several successful sales teams, building
strong customer and partner relationships within the telecommunications and
software development marketplace, for companies such as MCI and Telstar. Mr.
Decker received a Bachelor of Arts in Marketing from Hofstra University.
Dr. Michael Carvo, Director
Dr. Michael Carvo has been a member of the Company's board of directors since
January 1, 2002. Dr. Michael Carvo is a family physician, who has been
practicing out of Farmingdale, Long Island for over twenty years. Dr. Carvo
became involved with MedLink in 1995, when it was a medical answering service
called Communications 2001. Dr. Carvo brings the experience and expertise of a
functioning, private practitioner to MedLink USA, which allows the company to
meet the needs of a modern medical office.
Family Relationships
There are no family relationships among the Directors or Officers.
Compliance with Section 16(a) of the Exchange Act
Not applicable.
Item 11. Executive Compensation
- -------------------------------
The following compensation was paid to the Company's Chief Executive
Officer and other officers during the periods indicated:
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
- ----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- ----------------------------------------------------------------------------------------------------------------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Compensation Award(s) Options/SARs Payout Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($) (#) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------
Ray Vuono, CEO (1) 2008 $ 4,290 $0 $0 1,376,471 480,000
2007 $10,725 $0 $0 1,147,059 480,000
2006 $ 0 $0 $0 955,483 480,000
Jameson Rose, CFO (2) 2008 $ 4,290 $0 $0 1,164,705 400,000
2007 $10,725 $0 $0 970,588 400,000
2006 $ 0 $0 $0 808,824 400,000
Konrad Kim, CTO (3) 2008 $ 4,290 $0 $0 338,823 120,000
2007 $10,725 $0 $0 282,353 120,000
2006 $ 0 $0 $0 235,295 120,000
- ----------------------------------------------------------------------------------------------------------------------------
(1) Mr. Vuono received minimal cash payments at the minimum wage rate to
qualify for the Company's health benefits during the year ended
December, 31, 2007 and 2008, but did receive 2,523,530 shares of
common stock as payment in those years, in lieu of salary.
103
(2) Mr. Rose received minimal cash payments at the minimum wage rate to
qualify for the Company's health benefits during the year ended
December, 31, 2007 and 2008, but did receive 2,135,293 shares of
common stock as payment in those years, in lieu of salary.
(3) Mr. Kim received minimal cash payments at the minimum wage rate to
qualify for the Company's health benefits during the year ended
December, 31, 2007 and 2008, but did receive 621,176 shares of common
stock as payment in those years, in lieu of salary.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
- ---------------------------------------------------------------------------
Related Stockholder Matters
- ---------------------------
Security Ownership of Certain Beneficial Owners
The following table sets forth information furnished to the Company
with respect to the beneficial ownership of our common stock by each executive
officer and director named below, by all directors and executive officers as a
group and by anyone know to the Company to beneficially own more than 5% of the
Company's securities, each as of March 31, 2009. Unless otherwise indicated,
each of the persons listed has sole voting and dispositive power with respect to
the shares shown as beneficially owned.
Amount and
Name and Nature of
Title of Class Address of Beneficial Owner Beneficial Ownership Percent of Class
- -----------------------------------------------------------------------------------------------------------------
$.001 par (1) Ray Vuono 7,306,813 21.87%
value per 1 Roebling Court
share Ronkonkoma, New York 11779
common
$.001 par (2) Jameson Rose 6,298,797 18.85%
value per 1 Roebling Court
share Ronkonkoma, New York 11779
common
$.001 par Jerry Bermensolo 4,144,778 12.41%
value per 1087 W. River St, Suite 280
share Boise, ID 83702
common
$.001 par (3) Konrad Kim 1,823,055 5.46%
value per 1 Roebling Court
share Ronkonkoma, New York 11779
common
$.001 par Dr. Michael Carvo, Director 472,676 1.41%
value per 1 Roebling Court
share Ronkonkoma, New York 11779
common
All officers and
directors as a group (four persons) (1)-(4) 15,901,341 47.60%
104
(1) Includes 1,440,000 shares issuable upon the exercise of options granted to
Mr. Vuono pursuant to Mr. Vuono's employment agreement.
(2) Includes 1,200,000 shares issuable upon the exercise of options granted to
Mr. Rose pursuant to his employment agreement.
(3) Includes 360,000 shares issuable upon the exercise of options granted to Mr.
Kim pursuant to his employment agreement.
Item 13. Certain Relationships and Related Transactions, and Director
- ---------------------------------------------------------------------
Independence.
- -------------
On an ongoing basis Ray Vuono and James Rose, our Chief Executive
Officer and Chairman of the Board and James Rose, our Chief Financial Officer,
have provided the Company with interim financing, which we repay when funds are
available. We do not pay any interest on the money loaned to us by Mr. Vuono or
Mr. Rose.
We believe that the terms of all of the above transactions are
commercially reasonable and no less favorable to us than we could have obtained
from an unaffiliated third party on an arm's length basis. Our policy requires
that all related parties recuse themselves from negotiating and voting on behalf
of our company in connection with related party transactions.
Board Determination of Independence
Our board of directors has determined that Dr. Michael Carvo is
"independent" as that term is defined by the National Association of Securities
Dealers Automated Quotations ("NASDAQ"), but that neither Ray Vuono nor Konrad
Kim can be deemed "independent" in light of their employment as executive
officers of the Company.
Item 14. Principal Accountant Fees and Services.
- ------------------------------------------------
Audit Fees
The aggregate fees billed by our principal accountant for the audit of
our annual financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for the fiscal
years ended December 31, 2008 and 2007 were $37,500 and $37,500, respectively.
2008 2007
---- ----
Audit Related Fees $35,000 $37,500
Tax Fees $ 2,965 $ 2,965
All Other Fees
Out-of-Pocket Expenses
Total $37,965 $40,465
105
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.
106
PART IV
Item 15. Exhibits, Financial Statement Schedules
- ------------------------------------------------
SEC Ref. No. Title of Document
- ----------- -----------------
3.1 Amended of Articles of Incorporation (1)
3.2 Bylaws (1)
10.1 Consulting Agreement with DDR, Ltd. dated October 11, 2000 (3)
10.2 Acquisition Agreement pertaining to K-Rad Konsulting, LLC,
dated October 27, 2000 (3)
10.6 Share Exchange Agreement between the Company and MedLink USA,
Inc. dated December 28, 2001 (4)
10.7 Asset Purchase Agreement between the Company and 4J's
Enterprises dated January 23, 2002 (5)
10.8 Telecommunications Services Agreement dated November 27, 2002
between New Island Hospital and MedLink USA, Inc. (6)
10.9 Messaging Service Agreement made as of November 22, 2002
between Total Infosystems, Inc. and MedLink USA, Inc. (6)
10.10 Employment Agreement between the Company and Ray Vuono dated
January 1, 2004; (7)
10.11 Employment Agreement between the Company and Jameson Rose
dated January 1, 2004; (7)
10.12 Employment Agreement between the Company and Nilang Patel
dated January 1, 2004; (7)
10.13 Employment Agreement between the Company and Konrad Kim dated
January 1, 2004; (7)
10.14 CNI Medical Coding & Recovery, Inc. Definitive Agreement (8)
10.15 Employment Agreement between the Company and Ray Vuono dated
January 1, 2006; (9)
10.16 Employment Agreement between the Company and Jameson Rose
dated January 1, 2006; (9)
10.17 Employment Agreement between the Company and Konrad Kim dated
January 1, 2006; (9)
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Auditor
31.1 Certification of Ray Vuono pursuant to Exchange Act Rules
13a-14(a) and 15d- 14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002;
107
31.2 Certification of Jameson Rose pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes- Oxley Act of 2002;
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Incorporated by this reference from the Annual Report on Form 10-KSB for the
year ended December 31, 1999, filed with the Securities and Exchange Commission
on June 28, 2000.
(2) Incorporated by this reference from the Company's registration statement on
Form S-8 filed with the Securities and Exchange Commission on November 14, 2001.
(3) Incorporated by this reference from the Current Report on Form 8-K dated
October 31, 2000, filed with the Securities and Exchange Commission on November
13, 2000.
(4) Incorporated by reference from the Current Report on Form 8-K dated January
10, 2002 filed with the Securities and Exchange Commission on January 15, 2002.
(5) Incorporated by reference from the Current Report on Form 8-K dated and
filed with the Securities and Exchange Commission on February 7, 2002.
(6) Incorporated by reference from the quarterly report on Form 10-Q for the
fiscal quarter ended September 30, 2002 and filed with the Securities and
Exchange Commission on December 18, 2002.
(7) Incorporated by reference from the Annual Report on Form 10-KSB for the year
ended December 31, 2003 filed with the Securities and Exchange Commission on
April 15, 2004.
(8) Incorporated by reference from the Annual Report on Form 10-KSB for the year
ended December 31, 2005 filed with the Securities and Exchange Commission on
April 15, 2006.
(9) Incorporated by reference from the Annual Report on Form 10-KSB for the year
ended December 31, 2006 filed with the Securities and Exchange Commission on
April 15, 2007.
(10) Incorporated by reference from the Annual Report on Form 10-KSB for the
year ended December 31, 2007 filed with the Securities and Exchange Commission
on April 15, 2008.
108
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MEDLINK INTERNATIONAL, INC.
By: /s/ Ray Vuono Dated: April 16, 2009
-------------
Ray Vuono, Chief Executive Officer and President
By: /s/ Konrad Kim Dated: April 16, 2009
----------------
Konrad Kim, Director
By: /s/ Dr. Michael Carvo Dated: April 16, 2009
----------------------
Director
By: /s/ Jameson Rose Dated: April 16, 2009
------------------
Vice President and Principal Financial Officer
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS*
There were no annual reports to security holders covering the
registrant's last fiscal year.
* The proxy materials furnished to the Commission shall not be considered to be
"filed" or subject to the liabilities of Section 18 of the Exchange Act.
109