Form 10-Q for INSTACARE CORP.
14-Aug-2008
Quarterly Report
Overview of Current Operations
We are a publicly-traded distributor of life-saving and life-enhancing prescription drugs and diagnostics to several channels in the healthcare industry, a developer of patent-pending technologies for e-health and EMR applications that we employ to leverage and add value to our prescription drug and diagnostics business, and a Wi-Fi PDA technology provider to the lodging industry. We have recently added modules to our medical and EMR applications that allow for the management of medical products distribution and reporting management. We plan to market these new modules under the trade name Decision IT.
Our proprietary ResidenceWare, MD@Hand and Practice Probe technologies manage critical data, enhance productivity and e-commerce, and facilitate communication with applications in the healthcare, medical distribution and hotel/motel markets and industries. We have recently focused our business attention towards providing prescription drugs and medical diagnostics through several medical distribution channels.
During the next 12 months we plan to continue to focus our efforts on the following primary businesses:
·
Providing medical communication devices based on networks of personal digital assistants (PDA). These products are believed to provide benefits of on demand medical information to private practice physicians, licensed medical service providers such as diagnostic testing laboratories, and medical insurers;
·
The distribution of medical diagnostic products primarily aimed at institutions that service patients with diabetic and asthma related diseases and ailments. Our current market focus for these products is the long term care sector of the larger healthcare market, however we plan to expand into additional sectors where we can service certain chronic ambulatory disease states;
·
Providing medical communication devices based on networks of personal digital assistants (PDA) and desktop computers with software that manages decision, control, audit and fulfillment for the medical products distribution markets. These products are believed to provide benefits of on demand medical information to medical products manufacturers as part of their financial management of distribution contracts;
·
The distribution and fulfillment of prescriptions for ethical pharmaceuticals primarily aimed at the indigent and uninsured sectors of the greater medical service markets. Our first market focus for these products will be those state Medicaid and Federally chartered clinics (and initiatives) where funding for pharmaceutical fulfillment enterprises exists;
·
Building electronic commerce networks based on personal digital assistants (PDA) to the hotels, motels and single building, multi-unit apartment buildings with a desire to offer local advertising and electronic services to their tenants/guests.
The distribution of medical products and medical diagnostics in aggregate account for the overwhelming percentage of our revenues. We have completed 14 quarters of operations in these markets. Our experiences point to a business that displays certain seasonal trends. In each of the last two operating years our order intake was concentrated in the first five months of the calendar year and to an identifiable but lesser degree in the last two months of the calendar year. One explanation is that these months correspond with the beginning of a prescription drug plan years where new prescription drug cards are distributed by insurers to their insured in January along with new plan formularies (price schedules). This in turn trends to influence "stocking up" buying/ordering behavior on the part of the insured.
Results of Operations for the three months ended June 30, 2008 and 2007 compared.
The following tables summarize selected items from the statement of operations for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.
INCOME: |
Revenue
Our revenue for the three months ended June 30, 2008 was $3,020,694
compared to
revenue of $1,036,849 in the three months ended June 30, 2007. This
resulted in
an increase in revenue of $1,767,411, or 191%, from the same period a
year ago.
The increase in revenue over the three months ended June 30, 2007 was a
result
of our market focus towards the direct sale of diabetic test strips and
medical-surgical products into several prescription drug channels and
our
efforts to increase our gross profit margin.
Cost of sales / Gross profit percentage of sales
Our cost of sales for the three months ended June 30, 2008 was $2,676,063, an increase of $1,767,411, or 195% from $908,652 for the three months ended June 30, 2007. The increase in cost of sales during the current period was expected due to our increased sales over the prior quarter and an increase in our direct to patient market sales.
EXPENSES: |
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2008 were $64,558, a decrease of $14,409, or 18%, from $78,967 for the three months ended June 30, 2007. We have focused our business development towards targeted market areas for our diabetic testing products, as a result of this focused agenda, we have been able to streamline overhead utilizing only those resources that directly attribute to our sales growth whereby allowing us to eliminate unnecessary general and administrative expenditures. It is the goal of management to continue efforts in limiting redundant overhead.
Consulting Services
We have historically relied on outside consultants for assistance in business development and sales. As we are becoming more seasoned in our pharmaceutical product lines, we have been able to limit the amount of outside services required to build and maintain our market share, evidenced by our decrease in consulting services for the three months ended June 30, 2008. During this quarter we expended $28,442 compared to $119,810 for the three months ended June 30, 2007, representing a decrease of 76% over the previous period.
We currently staff five full-time positions. Each of which, assist in sales, marketing and administrative support. We have made tremendous efforts to maintain cash-flow through a reduction in salaries and wages. During the three months ended June 30, 2008 our payroll expense was comprised of cash totaling $15,315 and equity compensation of $64,500 compared to $34,664 in cash for the comparable period in 2007. Currently, our labor expense is approximately 2.6% of our total revenue verses 3.3% for the same period in the previous year. As our sales continue to grow, we anticipate our payroll expense will also increase at a pro rata rate.
Professional Fees
Our professional fees consist of legal, accounting and public company reporting services. Our fees for these services decreased by $35,246 compared to the three months ended June 30, 2008 as a result of a decrease in legal fees. During the three-months ended June 30, 2008 we incurred accounting fees of $19,500 and reporting costs of $2,740 compared to $41,076 in accounting fees, $13,500 in legal fees and $2,910 in reporting fees for the three-month period ended June 30, 2007. We anticipate these fees to remain stable throughout the remainder of the year.
Depreciation
Depreciation for the three months ended June 30, 2008 was $9,063, a decrease of $2,682 from $11,745 for the three months ended June 30, 2007. The decrease in depreciation is the expected result of asset reaching their expected useful lives.
Total Expenses
Our operating expenses decreased $98,554 or 33% overall for the three months ended June 30, 2008. Our streamlined operational environment and limitations on the use of outside consultants has allowed for the decrease in total operational costs.
Net Operating Income (Loss)
We had net operating income in the amount of $140,513 for the three months ended June 30, 2008, versus a net operating loss of $174,475 for the three months ended June 30, 2007, a decrease of net operating totaling $314,988. As we maintain our business focus toward building sales and minimizing unnecessary overhead, we look forward to a continued reward of positive earnings results.
Financing costs for the three months ended June 30, 2008 were
$66,786, an
increase of $64,879 compared to $1,907 for the three months ended June
30, 2007.
Our financing costs have increased substantially as a result of our
revolving
line of credit with Centurion Credit Resources LLC. This agreement
allows us the
necessary capital to finance and turn our inventory creating an ability
to
generate revenue we had not previously had due to our significant
deficiencies
in working capital. Our agreement with Centurion requires an interest
payment
equal to 5% of each advance. Interest payments are made to Centurion
with common
stock of the Company. The ability to pay in shares allows us to build
our own
working capital through the gross profit received on each sale with the
anticipation of limiting the necessity for future working capital
financing.
Interest Expense
Our interest expense has remained fairly consistent at $56,075 with the comparable period one year ago. Until such time as we are able to pay down or convert our existing debt, we anticipate a continued expense of this amount throughout the up coming year.
Net Income (Loss)
We achieved net income for the three months ended June 30, 2008 in the amount $17,652, an increase of $168,222 from our previous year net loss of $150,570. The decrease in net loss and our resulting profit was attributable to our overall decrease in general and administrative expenses and consulting fees during the quarter, as noted above.
Results of Operations for the six months ended June 30, 2008 and 2007 compared.
The following tables summarize selected items from the statement of operations for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.
INCOME: |
Our revenue for the six months ended June 30, 2008 was $5,818,076
compared to
revenue of $2,120,131 in the six months ended June 30, 2007. This
resulted in
an increase in revenue of $3,697,945, or 174%, from the same period a
year ago.
The increase in revenue over the three months ended June 30, 2007 was a
result
of our market focus towards the direct sale of diabetic test strips and
medical-surgical products into several prescription drug channels and
our
efforts to increase our gross profit margin.
Cost of sales / Gross profit percentage of sales
Our cost of sales for the six months ended June 30, 2008 was $5,025,946, an increase of $3,228,641, or 180% from $1,797,304 for the six months ended June 30, 2007. The increase in cost of sales during the current period was expected due to our increased sales over the prior quarter and an increase in our direct to patient market sales.
Gross profit as a percentage of sales decreased from 14% for the six months ended June 30, 2007 to 13% for the six months ended June 30, 2008. During the second quarter we made a change in our primary supplier in anticipation of achieving a higher margin on our sales through stronger buying power on increased volume.
EXPENSES: |
General and administrative expenses for the six months ended June 30, 2008 were $125,304, a decrease of $56,222, or 31%, from $181,526 for the six months ended June 30, 2007. We have focused our business development towards targeted market areas for our diabetic testing products, as a result of this focused agenda, we have been able to streamline overhead utilizing only those resources that directly attribute to our sales growth whereby allowing us to eliminate unnecessary general and administrative expenditures. It is the goal of management to continue efforts in limiting redundant overhead.
Consulting Services
We have historically relied on outside consultants for assistance in business development and sales. As we are becoming more seasoned in our pharmaceutical product lines, we have been able to limit the amount of outside services required to build and maintain our market share, evidenced by our decrease in consulting services for the six months ended June 30, 2008. During this quarter we expended $93,735 compared to $378,077 for the six months ended June 30, 2007, representing a decrease of 75% over the previous period.
Payroll expense
We currently staff five full-time positions. Each of which, assist in sales, marketing and administrative support. We have made tremendous efforts to maintain cash-flow through a reduction in salaries and wages. During the six months ended June 30, 2008 our payroll expense was comprised of cash totaling $33,835 and equity compensation of $166,500 compared to $87,898 in cash for the comparable period in 2007. Currently, our labor expense is approximately 3.4% of our total revenue verses 4.1% for the same period in the previous year. As our sales continue to grow, we anticipate our payroll expense will also increase at a pro rata rate.
Professional Fees
Our professional fees consist of legal, accounting and public company reporting services. Our fees for these services decreased by $14,380 compared to the six months ended June 30, 2008 as a result of a decrease in legal fees. During the six-months ended June 30, 2008 we incurred accounting fees of $64,000 and reporting costs of $3,596 compared to $56,076 in accounting fees, $15,500 in legal fees and $10,400 in reporting fees for the six month period ended June 30, 2007. We anticipate these fees to remain stable throughout the remainder of the year.
Depreciation
Depreciation for the six months ended June 30, 2008 was $18,126, a decrease of $5,364 from $23,490 for the six months ended June 30, 2007. The decrease in depreciation is the expected result of asset reaching their expected useful lives.
Our operating expenses decreased $247,871 or 33% overall for the six months ended June 30, 2008. Our streamlined operational environment and limitations on the use of outside consultants has allowed for the decrease in total operational costs.
Net Operating Income (Loss)
We had net operating income in the amount of $287,034 for the six months ended June 30, 2008, versus a net operating loss of $430,140 for the six months ended June 30, 2007, a decrease of net operating totaling $717,171. As we maintain our business focus toward building sales and minimizing unnecessary overhead, we look forward to a continued reward of positive earnings results.
Financing Costs
Financing costs for the six months ended June 30, 2008 were
$116,260, an
increase of $105,137 compared to $11,123 for the six months ended June
30, 2007.
Our financing costs have increased substantially as a result of our
revolving
line of credit with Centurion Credit Resources LLC. This agreement
allows us the
necessary capital to finance and turn our inventory creating an ability
to
generate revenue we had not previously had due to our significant
deficiencies
in working capital. Our agreement with Centurion requires an interest
payment
equal to 5% of each advance. Interest payments are made to Centurion
with common
stock of the Company. The ability to pay in shares allows us to build
our own
working capital through the gross profit received on each sale with the
anticipation of limiting the necessity for future financing of working
capital.
Interest Expense
Our interest expense has remained fairly consistent at $111,393 with the comparable period one year ago. Until such time as we are able to pay down or convert our existing debt, we anticipate a continued expense of this amount throughout the up coming year.
Net Income (Loss)
We achieved net income for the six months ended June 30, 2008 in the amount $59,381, an increase of $613,137 from our previous year net loss of $553,756. The decrease in net loss and our resulting profit was attributable to our overall decrease in general and administrative expenses and consulting fees during the quarter, as noted above.
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions and generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
The following table summarizes our current assets, liabilities and working capital at June 30, 2008 compared to December 31, 2007.
Increase / (Decrease) |
Internal and External Sources of Liquidity
MAG Entities Agreement
On February 7, 2005, we entered into agreements with Mercator Momentum Fund, LP and Monarch Pointe Fund, Ltd. (collectively, the "Purchasers") and Mercator Advisory Group, LLC ("MAG"). Under the terms of the agreement, we agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, 20,000 shares of Series "C" Convertible Preferred Stock at $100.00 per share. Additionally, we issued 1,250,000 warrants to purchase share of our common stock at $1.60 per share, all of the warrants expired on February 7, 2008. To date, MAG has converted 2,140 shares of their Series "C" preferred into 1,372,901 shares of our restricted common stock.
Pinnacle Investment Partners, LP Promissory Note
On March 24, 2004, we entered into a Secured Convertible Promissory Note with Pinnacle Investment Partners, LP for the principal amount of $700,000 with an interest rate of 12% per annum. On February 10, 2005 we entered into a note extension agreement whereby Pinnacle agreed to advance an additional $400,000 and extend the maturity until April 24, 2006. On July 1, 2006, we entered into a second extension of the note which matured on December 24, 2006. We are accruing interest at a default rate of 12% per annum. The note is convertible at a rate of $0.30 per share and has been secured by 2,212,500 shares of our common stock which can be sold by the lender as a means to repay the balance due. As of June 30, 2008, Pinnacle has sold 924,948 escrow shares valued at $406,215 which has been applied to accrued interest and the principal balance of the note.
Promissory Notes with Dennis Cantor and Novex International
On May 23, 2006, we entered into a promissory note with Dennis Cantor and Novex International for the principal amount of $255,000. Pursuant to the note we promised to pay Dennis Cantor and Novex International the sum of $255,000 together with interest at a rate of one half of one percent (0.5%) every ten days beginning on May 23, 2006 and running through the maturity date of June 30, 2006. In the case of a default in payment of principal, all overdue amounts under the note shall bear a penalty obligation at a rate of twelve percent (12%) per annum accruing from the maturity date. On July 1, 2006, we extended the note to July 31, 2006. We have made principal payments of $125,000. As of June 30, 2008, the remaining principal balance was $130,000.
Convertible Loan Payment Agreement
On July 17, 2006, we entered into a convertible loan payment
agreement with
Wayne G. Knapp wherein Mr. Knapp agreed to loan the Company the sum of
$200,000.
The loan is for 120 days. On October 17, 2006, we renewed the note. On
January 17, 2007, the parties verbally agreed to a renewal that expires
on May
16, 2007. The note accrues monthly interest at a rate of 1.50% and the
interest
is payable quarterly in cash. The total amount owing pursuant to the
agreement,
was convertible at the option of Mr. Knapp at any time from July 17,
2006 until
November 30, 2006, at the strike price equal to $0.32 per share or 90%
of the
final bid price of our common stock on the day prior to conversion with
a floor
price of $0.10 per share. We renewed Mr. Knapp's conversion option on
January
17, 2007. We also issued Mr. Knapp a warrant to purchase 50,000 shares
of our
common stock at $0.32 per share through December 31, 2008. Mr. Knapp
exercised
his option on March 30, 2007.
Centurion Credit Resources
On November 17, 2007, we entered into an agreement with Centurion Credit Resources, LLC to secure a $1,000,000 revolving credit facility that is geared specifically to our business. This facility, offered to us at market credit rates. Terms of the credit facility allow us to increase the available credit in increments of $250,000 as our business grows. We drew down on this credit line for the first time on November 30, 2007 and have subsequently accomplished forty three (43) additional draw downs through June 30, 2008. We believe that this facility will adequately finance our at home diabetes diagnostics business through revenues rates of $7.5 million per quarter, and with the added credit increments offered, through $12.5 million per quarter. We are also entertaining additional proposed credit facilities with various hedge funds, commercial banks and a religious fund.
On March 1, 2008, we entered into a Convertible Promissory Note Purchase Agreement with Cragmont Capital, LLC ("Cragmont") wherein Cragmont agreed to loan the Company an aggregate sum of $250,000. As of June 30, 2008, we have received $75,000. The loan is for one year, maturing on February 28, 2009. The . . .