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| OPRX > SEC Filings for OPRX > Form 10-Q on 14-Aug-2012 | All Recent SEC Filings |
14-Aug-2012
Quarterly Report
Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words "believes,"
"project," "expects," "anticipates," "estimates," "intends," "strategy," "plan,"
"may," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Our ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
The 2012 year has started out on target for us and our SampleMD expansion. Building on the momentum from 2011, our organization continues to grow, transform and gain valuable traction within the emerging eCoupon market space for healthcare and pharmaceutical manufacturers.
Within the first and second quarter of 2012, we have generated revenue from SampleMD of $329,403 and $515,423, respectively. We completed the integration of our SampleMD solution within the NewCrop ePrescribing environment and finalized the integration and launch of our services within the DrFirst ePrescribing solution at the end of the second quarter. Both the NewCorp and DrFirst ePrescribing applications are the prescription tools used by multiple Electronic Medical Record (EMR) application providers.
Allscripts has formally committed to integrating SampleMD within the remainder of its electronic medical platforms, including their PRO EMR, which will allow promotional access to an additional 25,000 prescribing clinicians by the fourth quarter of 2012.
Completing these integrations and launching these initiatives should double our reach to over 100,000 participating clinicians through more than 200 Electronic Medical Record application providers. This increase of access and utilization has already shown a positive effect on our revenue stream as seen in the following results of operations summary.
While we continue to see the positive results from our core SampleMD offering, we continued our R&D development of complementary products that align with the SampleMD base promotional offerings. Within the second quarter, we piloted a new eRep Scheduler tool with Louisiana's largest health system to eliminate drug rep cold calling by developing a new way to review physician time slots and electronically schedule appointments. Working with a major pharmaceutical manufacturer in this beta test, we have gained valuable insight on our product performance, ease of use, and overall adaptability within the clinical environment. We are also working on a way for doctors to request a drug rep office visit right within their ePrescribing workflow. This addressed one of the biggest marketing challenges the pharmaceutical industry faces: restricted sales rep access. Further evaluation and development will precede a targeted major fouth quarter launch of this initiative. We have also begun further development on innovative integrated solutions which allow prescribing clinicians to instantly connect with product manufacturer experts to respond to questions and inquiries about their product in real time.
To protect and expand our leadership and reach in ePrescribing promotion, our solutions are being developed to "plug and play" effectively with a multitude of electronic and mobile platforms that are used today by the prescribing clinicians.
We believe that SampleMD continues to be regarded as the eCoupon innovator and industry standard by the pharmaceutical manufacturing community. This has been accomplished through a continued multitude of sales and marketing efforts, including participation in key industry conferences such as the Marcus Evans Pharma Executive Summit, an invitee-only meeting of the top 150 pharma marketing and brand executives and the Pharma West conference to meet with emerging brands and biotechnology clients who are becoming a large opportunity for our company. Besides preparing as a sponsor and keynote presenter for the upcoming Allscripts ACE User conference in August, we continued our traditional marketing, newsletters and hosted webex conference calls with new client prospects and have begun a media outreach to further promote our organization.
Results of Operations for the Three and Six Months Ended June 30, 2012 and 2011
Revenues
Our total revenue reported for the three months ended June 30, 2012 was $515,423, an increase of $315,249 from the prior year period. Our total revenue reported for the six months ended June 30, 2012 was $844,826, an increase of $250,809 from the prior year period.
Our increased revenue for the three and six months ended June 30, 2012 as compared with the prior year periods is a result of the ramping up more promotional programs and transactions within SampleMD.
Operating Expenses
Operating expenses decreased to $591,628 for the three months ended June 30, 2012 from $620,654 for the three months ended June 30, 2011. Our major expenses for the three months ended June 30, 2012 were sales, wages and benefits of $294,570, stock-based compensation of $100,835, and general and administrative expenses of $65,243. In comparison, our major expenses for the three months ended June 30, 2011 were salaries, wages and benefits of $221,627, advertising of $118,530, professional fees of $106,675 and general and administrative expenses of $100,946.
Operating expenses decreased to $1,221,952 for the six months ended June 30, 2012 from $1,254,935 for the six months ended June 30, 2011. Our major expenses for the six months ended June 30, 2012 were sales, wages and benefits of $601,465, stock-based non cash compensation of $228,383, and general and administrative expenses of $142,295. In comparison, our major expenses for the six months ended June 30, 2011 were salaries, wages and benefits of $410,341, advertising expenses of $305,795, professional fees of $212,889 and general and administrative expenses of $168,709.
Other Income/Expenses
Other income was $146 for three months ended June 30, 2012, an increase from other expenses of $139,703 for same period ended 2011. We had no interest expenses in 2012 with $140,098 in 2011, which mostly accounted for the difference between the periods.
Other income was $331 for six months ended June 30, 2012, an increase from other expenses of $279,197 for same period ended 2011. We had no interest expenses in 2012 with $280,098 in 2011, which mostly accounted for the difference between the periods.
Net Loss
Net loss for the three months ended June 30, 2012 was $76,059, compared to net loss of $560,183 for the three months ended June 30, 2011. Although reporting a quarterly loss, if subtracting the non-cash expenses of stock options, warrants and stock issuance depreciation and amortization considerations, net income would be $72,105 for the three months ended June 30, 2012.
Net loss for the six months ended June 30, 2012 was $376,795, compared to a net loss of $940,115 for the six months ended June 30, 2011. Per the above stated considerations for subtracting non-cash based expenses, our net loss would be $55,060 for the six months ended June 30, 2012.
Below is a table that reflects our unaudited results of operations for the three months ended June 30, 2012 with the removal of non-cash based expenses.
Minus: Non-cash expenses
For the three months For the three months
ended June 30, 2012 ended June 30, 2011
REVENUE
Sales 515,423 200,174
Less returns and allowances 0 0
TOTAL REVENUE 515,423 200,174
EXPENSES
Operating expenses 591,628 620,654
Less: Non-cash exp (options,
amortization, etc) (148,164 ) (201,982 )
TOTAL EXPENSES 443,464 418,672
NET OPERATING INCOME (LOSS) 71,959 (218,498 )
OTHER INCOME (EXPENSE)
Interest income 146 677
Other income 0 0
Interest expense 0 (106,325 )
Impairment 0 (59,084 )
Less: Debt discount warrant value int,
impairment 0 165,409
TOTAL OTHER INCOME (EXPENSE) 146 677
NET INCOME (LOSS) BEFORE PROVISION 72,105 (217,821 )
PROVISION FOR INCOME TAXES 0 0
NET INCOME (LOSS) 72,105 (217,821 )
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Liquidity and Capital Resources
As of June 30, 2012, we had total current assets of $1,110,244 and total assets in the amount of $2,415,266. Our total current liabilities as of June 30, 2012 were $1,024,587. We had working capital of $85,657 as of June 30, 2012.
Operating activities used $375,700 in cash for the six months ended June 30, 2012. Our net loss of $376,795 along with $158,502 in accounts payable, $66,700 in accrued expenses, $54,177 in accounts receivable, and $53,529 in deferred revenue were the primary components of our negative operating cash flow, offset mainly by $178,304 in stock-based compensation, $93,352 in depreciation and amortization and $62,347 in prepaid expenses. Investing activities used $55,955 during the six months ended June 30, 2012 largely as a result of website development costs.
On September 16, 2011, we entered into a Securities Purchase Agreement with Vicis Capital Master Fund for sale of up to 50 shares of our Series B Preferred Stock and warrants to purchase up to 3,333,334 shares of our common stock with an exercise price of $3.00 per share (the "Vicis Warrants"), based on the Company's option.
We already sold 15 shares of Series B Preferred Stock and a warrant to purchase 1,000,000 shares of our common stock at the above exercise price for $1,500,000. This money was used to pay off a promissory note we had with Physicians Interactive and the balance is for working capital.
Thereafter, a subsequent closing may occur at our option commencing on December 1, 2011 for the sale of an additional 15 shares of Series B Preferred Stock and a warrant to purchase an additional 1,000,000 shares of our common stock for $1,500,000. A final subsequent closing may occur at our option commencing on May 1, 2012 for the sale of an additional 20 shares of Series B Preferred Stock and a warrant to purchase an additional 1,333,334 shares of our common stock for $2,000,000.
Each share of Series B Preferred Stock is convertible at the option of the holder into that number of shares of our common stock equal to the Stated Value ($100,000) divided by a per share price of the common stock of $1.50 per share (the "Conversion Price"). A holder may effect a conversion at any time after the earlier of (a) the time that the Securities and Exchange Commission declares effective a registration statement registering the shares of common stock to be sold by the holder that underlie the shares of Series B Preferred Stock held by such holder (the "Conversion Shares') and (b) the time such Conversion Shares are eligible for resale by the holder pursuant to Rule 144 of the Securities Act of 1933, as amended, (the "Conversion Eligibility Date").
If after the Conversion Eligibility Date the market price for the common stock for any ten consecutive trading days exceeds $2.00 (subject to adjustment for reverse and forward stock splits, stock combinations and other similar transactions of the common stock that may occur) and the average daily trading volume for the common stock during such ten day period exceeds 100,000 shares (such period, the "Threshold Period"), the Company may, at any time after the fifth trading day after the end of any such period, deliver a notice to the holder (a "Forced Conversion Notice" and the date such notice is received by the holder, the "Forced Conversion Notice Date") to cause the holder to immediately convert all and not less than all of the Stated Value of the shares held by such Holder plus accumulated and unpaid dividends at the then current Conversion Price (a "Forced Conversion"). We may only effect a Forced Conversion Notice if all of the conditions specified in the purchase agreement are met through the applicable Threshold Period until the date of the applicable Forced Conversion and through and including the date such shares of common stock are issued to the holder.
The Vicis Warrants are exercisable for a period of seven years at an exercise price of $3.00 per share. The Vicis Warrants are also exercisable on a cashless basis. In addition, the Vicis Warrants are subject to anti-dilution adjustments and protections in the event of stock splits and stock dividends, subsequent equity sales entitling persons to acquire shares of common stock at an effective price per share that is lower than the then exercise price of the warrants and subsequent rights offerings, in the event we issue rights, options or warrant to all holders of common stock and not to the warrant holders, pro rata distributions of assets or indebtedness and fundamental transactions, such as a merger, consolidation or recapitalization. The anti-dilution adjustment shall apply the lowest sale price as being the adjusted option price or conversion ratio for existing shareholders.
As of June 30, 2012 with the current level of financing and cash on hand, we have sufficient cash to operate our business at the current level for the next twelve months but insufficient cash to achieve our business goals unless we: a) realize cash revenues on sales generated; and/or b) continue with the sale of our Series B Preferred Stock to Vicis.
Off Balance Sheet Arrangements
As of June 30, 2012, there were no off balance sheet arrangements.
Going Concern
The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have sustained substantial losses since inception.
In view of this matter, our ability to continue as a going concern is dependent upon growth of revenues and our ability to raise additional capital. Management believes that our committed capital from Vicis and increases in revenues will provide us the opportunity to fully accelerate and capture these emerging market opportunities.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our critical accounting policies are set forth in Note 2 to the financial statements.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operation, financial position or cash flow.
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