<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
--------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From to
--------------------- ------------------------
Commission File Number: 0-27260
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COMPLETE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
New York 11-3149119
- ---------------------------------------- ---------------------------
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
254 West 31st Street, New York, NY 10001-2813
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(212) 868-1188
--------------
(Registrant's telephone number, including area code)
Not applicable
----------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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
------ -----
As of May 13, 1997 the registrant had a total of 10,050,471 shares of Common
Stock outstanding. There was no Preferred Stock outstanding.
<PAGE>
COMPLETE MANAGEMENT, INC.
Index to Form 10-Q
March 31, 1997
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Condensed Consolidated Financial Statements (unaudited)
Page
----
<S> <C>
Condensed Consolidated Balance Sheets at December 31, 1996 and
March 31, 1997...................................................... 3
Condensed Consolidated Statements of Income for the three months
ended March 31, 1996 and 1997....................................... 4
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1996 and 1997....................................... 5
Notes to Condensed Consolidated Financial Statements................ 6-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................... 9-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 12
SIGNATURES..................................................................... 13
</TABLE>
2
<PAGE>
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
<TABLE>
<CAPTION>
December 31, March 31,
Assets 1996 1997
------------ -------------
(Audited) (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 40,138 $ 12,867
Marketable securities 32,467 38,785
Notes receivable from a related party 1,987 1,758
Accounts receivable, net of unamortized discount of
$489 and $619, respectively 26,182 42,147
Short term investments 1,811 1,411
Prepaid expenses and other current assets 974 950
--------- ---------
Total current assets 103,559 97,918
Long-term portion of notes receivable from a related party 171 196
Long-term portion of accounts receivable from a related party, net
of unamortized discount of $1,605 and $1,754, respectively 26,327 27,813
Property and equipment, net 7,093 8,550
Intangible assets, less accumulated amortization of $567
and $793, respectively 21,610 23,253
Debt issuance cost 7,219 7,177
Other assets 370 7,881
--------- ---------
Total assets $ 166,349 $ 172,788
========= =========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 4,256 $ 4,704
Income taxes payable 3,804 4,332
Deferred income taxes -- current 1,165 --
Current portion of capital lease obligations 672 698
Current portion of long-term debt 535 5,240
--------- ---------
Total current liabilities 10,432 14,974
Deferred income taxes -- non-current 9,292 10,206
Capital leases - non-current 1,717 1,546
Deferred rent 149 145
Long-term debt 255 153
Convertible subordinated debentures 74,000 74,000
Commitments and contingencies
Shareholders' equity:
Preferred shares, $.001 par value:
Authorized 2,000,000 shares, issued and outstanding, none -- --
Common stock $.001 par value:
Authorized, 20,000,000 shares, issued and outstanding,
10,046,471 and 10,050,471, respectively 10 10
Paid-in capital 58,270 58,061
Retained earnings 12,491 14,204
Unrealized loss on marketable securities available for sale (267) (511)
--------- ---------
Total shareholders' equity 70,504 71,764
--------- ---------
Total liabilities and shareholders'equity $ 166,349 $ 172,788
========= =========
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
3
<PAGE>
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Statements of Income
(In thousands, exept per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
--------------------------------------
1996 1997
----------- ------------
<S> <C> <C>
Revenues:
From a related party $ 5,078 $ 6,875
Other revenue 122 8,478
Interest discount (515) (852)
----------- ------------
Net revenues 4,635 14,501
Cost of revenue 1,725 5,721
General and administrative expenses 1,323 5,815
----------- ------------
3,048 11,536
Income from operations 1,637 2,965
Other income (expense):
Interest discount included in income 587 573
Interest and dividend income 116 802
interest expense (308) (1,533)
Other income (expense) 158 9
----------- ------------
Net income before provision for income taxes 2,190 2,816
Provision for income taxes 1,080 1,103
----------- ------------
Net income 1,110 1,713
=========== ============
Primary net income per share $ 0.15 $ 0.17
=========== ============
Weighted average number of shares outstanding 7,438,298 10,373,260
=========== ============
Fully diluted net income per share N/A 0.16
=========== ============
Weighted average number of shares outstanding N/A 15,600,691
=========== ============
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
4
<PAGE>
COMPLETE MANAGEMENT, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
--------------------------------
1996 1997
--------- --------
<S> <C> <C>
Operating activities
Net income $ 1,110 $ 1,713
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 350 1,048
Discount of accounts receivable, net of amortization (72) (279)
Provision for deferred income taxes 1,077 (251)
Loss on sale of marketable securities (158) (34)
Write-off of original issue discount 238 --
Changes in operating assets and liabilities:
Notes receivable from a related party (1,590) 204
Accounts receivable (3,474) (12,139)
Prepaid expenses and other current assets (239) 52
Accounts payable and accrued expenses (1,162) 448
Other assets (36) (720)
Income taxes payable -- 528
--------- --------
Net cash used in operating activities (3,956) (9,430)
Investing activities
Purchase of property and equipment (379) (1,911)
Businesses acquired -- (3,316)
Loans advanced to acquire business -- (8,805)
Loans advanced for factored receivables -- (1,968)
Proceeds from short-term investment -- 400
Purchase of marketable securities (15,100) (65,356)
Proceeds from sale of marketable securities 5,781 58,828
--------- --------
Net cash used in investing activities (9,698) (22,128)
Financing activities
Proceeds from issuance of common stock, net of
underwriter's commission and expenses 16,380 --
Payments of registration costs of common stock (1,167) (167)
Proceeds from (payments of) long-term debt 2,000 (295)
Proceeds from bank line of credit -- 5,000
Cash acquired in merger 104 --
Repayment of notes payable (1,000) --
Reduction of long-term debt (35) (102)
Repayment of capital lease obligations (89) (149)
--------- --------
Net cash (used in) provided by financing activities 16,193 4,287
--------- --------
Net increase in cash and cash equivalents 2,539 (27,271)
Cash and cash equivalents, begining of period -- 40,138
--------- --------
Cash and cash equivalents, end of period $ 2,539 $ 12,867
========= ========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 65 $ 1,790
Taxes 3 660
Non-cash financing activities:
Capital stock issued for acquisition $ 15,266 --
</TABLE>
The accompanying notes are an integral part of the
condensed consolidated financial statements.
5
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
BASIS OF PRESENTATION AND OPERATIONS
The accompanying consolidated financial statements are unaudited and in the
opinion of management, reflect all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation. Operating results for
the three month period ended March 31, 1997 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1997. For
further information, refer to the financial statements and footnotes thereto
included in the Complete Management, Inc. ("CMI" or the "Company") audited
financial statements for the year ended December 31, 1996.
The Company's primary client, Greater Metropolitan Medical Services ("GMMS")
is a multi-specialty medical practice group which provides evaluations,
diagnosis and treatment in the New York metropolitan area. Currently, the
practice's primary medical focus is to treat patients with injury-related
conditions who carry insurance with various insurance carriers under the
Workers' Compensation and No-fault guidelines. In July, October and November,
1996, the Company completed the mergers of two medical billing companies and
four physician practice management companies into wholly-owned subsidiaries of
the Company.
The following unaudited tabulation sets forth the operating results of GMMS
for the period ended March 31, 1996 and of GMMS and other client practices for
the period ended March 31, 1997. GMMS and the other client practices are
entities separate from the Company and the amounts reflected below are not
included in the results of operations of the Company or its subsidiaries except
for the management fees related to general medical services and diagnostic
imaging.
<TABLE>
<CAPTION>
(in thousands) Three months ended March 31,
----------------------------
1996 1997
-------- ---------
(Unaudited)
<S> <C> <C>
Services rendered $ 7,097 $ 20,147
Contractual allowances (626) (3,587)
-------- ---------
Net medical service fees 6,471 16,560
-------- ---------
Less expenses:
Medical personnel payroll 772 2,952
Other 369 2,158
-------- ---------
Total expenses 1,141 5,110
-------- ---------
Owner physician payroll and entity income 252 (34)
Management fees $ 5,078 $ 11,484
======== =========
Fees to related party 5,078 6,875
Fees to non-related parties -- 4,610
-------- ---------
Total management fees $ 5,078 $ 11,484
-------- ---------
</TABLE>
6
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
General
The practices' operations are limited to the following activities:
1. Rendering services to patients;
2. Payment of compensation to both owner physician and other medical
personnel; and
3. Payment of miscellaneous expenses incidental to the rendering of the
medical service.
As more fully discussed below, the Company's operations as they relate to the
practices include the following activities:
1. Patient scheduling, record transcription, non-clinical intake
examination, and insurance verification;
2. Billing and collection for all patient medical services rendered;
3. Any other business activity necessary to ensure the proper business
operations of the practices; and
4. Marketing and expansion of the medical practice.
Economics
Because the activities of the practices are limited to the rendering of
medical services, their principal asset is the accounts receivable due from
third party payors and/or patients (minimal services are paid for by the patient
at the time service is rendered). Further, substantially all of the non-clinical
activities, as defined by the management agreement, of the practices are
performed by the Company (which activities are discussed above and elsewhere in
this document) and their principal liability is the amount due owner physicians
and other medical personnel for services and the fee due under the management
agreements.
The tabulation above reflects those dynamics in that revenue generated by
GMMS in 1996 and by GMMS and the other practices in 1997 in the amount of
$7,097,000 and $20,147,000 for the three months ended March 31, 1996 and 1997,
respectively, has been allocated to the owner physician and medical personnel
payroll and management fee due to the Company.
Finally, due to the fact that the management fee is paid by the practices,
through an assignment of their accounts receivable, and the doctors'
compensation is paid currently, the practices' cash flows are principally a pass
through of cash received for the delivery of services rendered and cost of those
services.
Notes receivable from a related party included in the accompanying unaudited
balance sheet, represents working capital advances made to GMMS which are due on
demand.
ACCOUNTS RECEIVABLE
The Company's accounts receivables are generated from its clients (the
"Clients") under management contracts whereby the Company is entitled to
management fees for practice management services it performed or an agreed-upon
fee for each medical procedure performed.
As collateral for its fee revenue receivable from its primary client, GMMS,
the Company has a security interest in GMMS' trade receivables
In 1997, as part of the Company's periodic review for potential impairment
of all third-party payor receivables prior to the acceptance for payment of its
fee, the Company determined that based upon its Clients' historical collection
experience and the results of the review, its Clients had receivables in excess
of the amounts owed to the Company after giving effect to their collectability.
Accordingly, this factor along with the fact that GMMS assigns it receivables to
the Company on a full recourse basis in payment of its fees indicates that
recognition of bad debts is not required.
7
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
Management has determined, based on actual results and industry factors,
that CMI's and MMI's receivables have collection cycles of approximately four
years and three years, respectively, and accordingly, have been reflected in the
accompanying financial statements on a discounted basis (7.25% per annum in 1997
and 8% per annum in 1996). Management believes that its experience and that of
the Company is a good indication of the timing of the collection process.
Because numerous factors affect the timing and the manner in which their
receivables are collected (i.e., government regulations, etc.), it is the
Company's policy to periodically assess the collection of its receivables. As a
result, the Company's estimate of its incremental borrowing rate and collection
period may change.
NET INCOME PER SHARE
Net income per common share has been computed by dividing net income by the
weighted average number of common shares outstanding during the periods.
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share". Under
SFAS No. 128, the presentation of Primary and Fully Diluted Earnings Per Share
will be replaced by Basic and Diluted Earnings Per Share. Adoption of SFAS No.
128 is required for periods ending after December 15, 1997, at which time
restatement for prior periods will be necessary. Early adoption of SFAS No. 128
is prohibited. Had the provisions of SFAS NO. 128 been in effect as of March 31,
1997, the Company would have reported the following earnings per share
information:
1996 1997
------------- ---------------
Net income per share:
Basic $ 0.15 $ 0.17
Diluted $ 0.15 $ 0.16
8
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
The following discussion of the results of the operations and financial
condition of CMI should be read in conjunction with CMI's Unaudited Condensed
Consolidated Financial Statements and Notes thereto included elsewhere in this
Quarterly Report.
Results of Operations
Revenue
Revenue in 1997 was $15,353,000 as compared to $5,200,000 in 1996, an
increase of $10,153,000 or 195%. The primary reason for the increase is the
acquisition of the medical billing companies in July, 1996 and the physician
practice management companies in October, 1996. In addition, management services
rendered by the Company to GMMS increased by $1,797,000 as a result of an
increase in the number of patients treated and evaluated by GMMS, and an
increase in the volume of diagnostic imaging scans in 1997 provided both to GMMS
as well as to several metropolitan area hospital clients during 1997.
Cost of Revenues increased to $5,721,000 from $1,725,000 in 1996, an
increase of $3,996,000 or 232%. Cost of revenues include personnel who directly
support the medical practice in rendering patient care and who directly support
its billing and collection process. The support services include patient
scheduling and assisting patients in producing background and medical coverage
information necessary for physicians to properly diagnose, test and bill for
services rendered by the medical practice. The Company charges fees to its
clients for the services rendered by these individuals under the terms of its
Practice Management Services Agreement with the medical practice. The fees are
predicated upon the costs associated with rendering this service. The major
component of the increase, $2,004,000, was as a result of the acquisition of the
medical billing companies in July, 1996 and the physician practice management
companies in October, 1996. Additionally, the Company continued to hire
management and support personnel in order to properly service the expanding
medical practices.
General and Administrative Expenses (including fees paid to related parties)
increased to $5,815,000 in 1997 from $1,323,000 in 1996, an increase of
$4,492,000 or 340%. General and administrative costs represent overhead and
administrative expenses excluding costs directly related to operations and
generation of revenues such as space costs, office supplies and general and
administrative costs of the Company including corporate management and
professional fees. The major component of the increase, $2,627,000, was as a
result of the acquisition of the medical billing companies in July, 1996 and the
physician practice management companies in October, 1996. These expenses also
increased due to the hiring of highly qualified management personnel in order to
prepare for the Company's continuing growth through such acquisitions and the
amortization of goodwill related to the acquisitions completed in 1996. The
Company's philosophy has been to significantly upgrade and increase its
infrastructure to ensure its ability to adequately service additional clients
and anticipated acquisitions while continuing to provide a comprehensive range
of management services to the client practices.
Interest Expense increased to $1,533,000 in 1997 from $308,000 in 1996 due
mainly to interest on the (1) $2,000,000 principal amount of Convertible
Subordinated Notes issued on March 20, 1996, (2) First Series Debentures issued
on June 5, 1996, (3) $3,000,000 principal amount of Convertible Subordinated
Notes issued on July 5, 1996 and (4) Second Series Debentures issued on December
5, 1996.
9
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
Liquidity and Capital Resources
To date, the Company has primarily used its cash to support operating
activities, including higher levels of receivables generated by increased
management fees, to fund acquisitions and for capital expenditures. The
Company's primary sources of cash has been from the proceeds from the IPO, the
First Series Debenture Offering, the Second Series Debenture and common shares
offering. At March 31, 1997 the Company had working capital of $82,944,000.
Net cash used for operating activities in 1997 was $9,430,000, principally
due to an increase in Accounts Receivable of $12,139,000. Clients are liable for
payment of the Company's management fees. Nonetheless, the Company has embarked
on a program to accelerate collections of receivables of the various client
practices, which in general provide the funding to pay the management fees
outstanding to the Company. This program includes earlier referrals to legal
processes in the case of workmens compensation and no fault claims for GMMS as
well as increased manpower and other resources devoted to collection efforts for
GMMS and other client practices. It is anticipated these measures will take
effect within the coming six month period.
The ability of GMMS, one of the Company's major customers, to pay the
management fees which it owes to the Company is dependent upon GMMS' ability to
collect its accounts receivable from insurance carriers, primarily no-fault and
workers' compensation carriers, though GMMS is obligated to pay such fees
regardless of its collections. Receipts from these sources generally have long
collection cycles. These claims can be subjected to dispute and are often
referred to arbitration. Many third-party payors, particularly insurance
carriers covering automobile no-fault and workers' compensation claims refuse,
as matter of business practice, to pay claims unless submitted to arbitration.
It is the Company's experience that the insurance carriers from which it seeks
reimbursement for its clients delay payment of claims until just prior to the
arbitration hearing. Management has determined, based on actual results,
industry factors, and GMMS' historical collection experience prior to its
association with the Company, that this entire collection process generally
spans a period averaging approximately 3 years. The Company believes that its
experience to date is a good indication of the timing of the collection process
in the future. Therefore, CMI requires more capital to finance its receivables
than businesses with a shorter receivable collection cycle. In the event that
the laws and regulations establishing these third-party payors are amended,
rescinded or overturned with the effect of eliminating this system of payment
reimbursement for injured parties, the ability of the Company to market its
management services could be affected. The Company takes ownership on a recourse
basis of GMMS' receivables with a net collectible value equal to the then
current management fee owed to the Company. The collection cycle for these
receivables are generally in excess of one year and as a result of such delayed
payment the financial statements include an imputed interest discount against
gross revenues. This discount is recaptured over the anticipated collection
cycle and is accounted for as reversal of interest discount in the financial
statements.
On January 31, 1997, the Company paid $910,000 to acquire certain accounts
receivable and $75,000 for certain equipment and inventory from Emergimed P.C.
("Emergimed"), and loaned $6,925,000 to the Kenneth S. Schwarz, P.C. (the "PC")
which has a practice management services agreement with the Company. The loan
was for the purpose of the PC acquiring the goodwill and medical practice of
Emergimed, a seven physician multi-specialty medical practice in Cliffside Park,
New Jersey.
On March 27, 1997, the Company completed the merger of a physician practice
management company into a wholly-owned subsidiary of CMI. The Company paid
$2,200,000 to effect this merger. The excess of purchase price over net assets
acquired (goodwill) of $1,880,000 as a result of the acquisition will be
amortized on a straight-line basis over a period of twenty years.
10
<PAGE>
COMPLETE MANAGEMENT, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1997
The Company expects cash, cash equivalents, short-term investments, cash
generated from operations and short-term borrowings to be more than sufficient
to meet its current working capital requirements over the near term and at least
through the balance of the current year.
11
<PAGE>
COMPLETE MANAGEMENT, INC.
Part II. Other Information
March 31, 1997
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits None.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the quarter ended
March 31, 1997.
12
<PAGE>
COMPLETE MANAGEMENT, INC.
SIGNATURES
Pursuant to the requirements 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.
COMPLETE MANAGEMENT, INC.
------------------------------------------
(Registrant)
Date: May 13, 1997 /s/ STEVEN RABINOVICI
-------------------- ------------------------------------------
Steven Rabinovici
Chief Executive Officer and Director
Date: May 13, 1997 /s/ MANUS O'DONNELL
-------------------- ------------------------------------------
Vice President, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Statement of Income found on pages 3 & 4 of the
company's Form 10-Q for the three months ending March 31, 1997 and is qualified
in its entirety by reference to such consolidated financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 12,867
<SECURITIES> 38,785
<RECEIVABLES> 72,333
<ALLOWANCES> 2,373
<INVENTORY> 0
<CURRENT-ASSETS> 97,918
<PP&E> 8,550
<DEPRECIATION> 1,048
<TOTAL-ASSETS> 172,788
<CURRENT-LIABILITIES> 14,974
<BONDS> 74,000
0
0
<COMMON> 10
<OTHER-SE> 71,754
<TOTAL-LIABILITY-AND-EQUITY> 173,788
<SALES> 15,353
<TOTAL-REVENUES> 14,501
<CGS> 5,721
<TOTAL-COSTS> 11,536
<OTHER-EXPENSES> (1,384)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,533
<INCOME-PRETAX> 2,816
<INCOME-TAX> 1,103
<INCOME-CONTINUING> 1,713
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,713
<EPS-PRIMARY> .17
<EPS-DILUTED> .16
</TABLE>
