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 December 31, 1995
-----------------
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 1-13722
------------------
WHITMAN MEDICAL CORP.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2246554
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
485E US Route 1 South, Suite 100, Iselin, New Jersey 08803
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(Address of principal executive offices) (Zip Code)
(908) 636-3640
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(Registrant's telephone number, including area code)
N/A
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(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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
Securities under a plan confirmed by a court.
Yes No
----- -----
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
class of common stock, as of the latest practicable date.
Class Outstanding at February 2, 1996
----- -------------------------------
Common stock, no par value 4,396,762
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Whitman Medical Corp. and Subsidiaries
Consolidated Balance Sheets
December 31, March 31,
1995 1995*
------------ -------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents ............. $ 517,399 $ 1,658,104
Restricted cash ....................... 100,000 312,000
Accounts receivable less allowance
for doubtful accounts of $1,416,190
in December 1995 and $1,000,864
in March 1995 ..................... 13,626,816 14,216,126
Inventories ........................... 546,079 290,450
Other current assets .................. 416,639 520,044
----------- -----------
Total current assets ..................... 15,206,933 16,996,724
Equipment and leasehold improvements,
net ................................... 5,363,631 3,678,239
Marketable securities - related party .... 855,000 750,000
Deferred costs, net of accumulated
amortization of $728,058 in December
1995 and $553,434 in March 1995 ....... 356,134 624,205
Deposits and other assets, net of
amortization of $74,210 in December
1995 and $58,998 in March 1995 ........ 796,571 449,872
Goodwill, net of accumulated
amortization of $167,816 in December
1995 and $113,762 in March 1995 ....... 2,546,828 2,572,979
Restricted cash - escrow ................. 2,400,000 2,400,000
----------- -----------
$27,525,097 $27,472,019
=========== ===========
* As restated - See Note 4
See accompanying notes
3
<PAGE>
Whitman Medical Corp. and Subsidiaries
Consolidated Balance Sheet - Continued
December 31, March 31,
1995 1995*
------------- ---------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................... $ 999,645 829,959
Accrued expenses ..................... 825,364 764,881
Income taxes payable ................. 34,253
Bank notes payable ................... 7,200,000
Current portion of capitalized
lease obligations ................ 691,586 391,496
Deferred tuition revenue ............. 10,445,356 9,910,213
------------ ------------
Total current liabilities ............... 20,196,204 11,896,549
Capitalized lease obligations ........... 2,173,571 1,620,453
Long-term bank notes .................... 7,623,621
Commitments and contingencies
Stockholders' equity:
Common stock, no par value,
authorized 50,000,000 shares,
issued and outstanding, excluding
shares held in escrow, 3,885,956
shares in December 1995
and 3,854,748 shares in March 1995 7,029,516 7,008,878
Additional paid-in capital ........... 280,500 280,500
Retained deficit ..................... (1,582,194) (324,982)
Treasury stock, 116,357 shares in
December 1995 and 58,374 shares
in March 1995 .................... (430,500) (430,500)
Net unrealized loss on noncurrent
marketable securities ............ (97,500) (202,500)
------------ ------------
Total stockholders' equity .............. 5,155,322 6,331,396
------------ ------------
$ 27,525,097 $ 27,472,019
============ ============
* As restated - See Note 4
See accompanying notes
4
<PAGE>
Whitman Medical Corp. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended
December 31,
1995 1994
------------ --------
<S> <C> <C>
REVENUES
Tuition ................................................................ $ 7,408,069 $ 2,099,990
Educational materials and other ........................................ 749,643 72,915
----------- -----------
Total revenues ............................................................ 8,157,712 2,172,905
COSTS AND EXPENSES
Cost of educational services ........................................... 4,431,410 1,217,302
General and
administrative expenses ............................................ 2,865,083 1,039,292
Bad debt expense ....................................................... 401,837 164,553
----------- -----------
Total costs and expenses .................................................. 7,698,330 2,421,147
----------- -----------
Income (loss) from operations ............................................. 459,382 (248,242)
Interest Income ........................................................... 3,732 10,472
Interest Expense .......................................................... (282,106) (32,682)
----------- -----------
Income (loss) before income taxes ......................................... 181,008 (270,452)
Income tax provision (benefit) ............................................ 29,591 (33,640)
----------- -----------
Net income (loss) ......................................................... $ 151,417 $ (236,812)
=========== ===========
Net income (loss)
per share of common stock .............................................. $ .03 $ (.07)
=========== ===========
Weighted average number of common and common equivalent shares outstanding,
excluding common shares held in escrow for the three months ended
December 31, 1994 ...................................................... 4,443,467 3,575,604
=========== ===========
</TABLE>
See accompanying notes
5
<PAGE>
Whitman Medical Corp. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
For The Nine Months Ended
December 31,
1995 1994
------------ -------------
REVENUES
Tuition .............................. $ 19,793,127 $ 5,501,422
Educational materials and other ...... 1,774,704 166,395
------------ ------------
Total revenues .......................... 21,567,831 5,667,817
COSTS AND EXPENSES
Cost of educational services ......... 12,587,040 3,415,749
General and
administrative expenses .......... 7,835,710 2,264,843
Bad debt expense ..................... 1,537,558 241,108
------------ ------------
Total costs and expenses ................ 21,960,308 5,921,700
------------ ------------
Loss from operations .................... (392,477) (253,883)
Interest Income ......................... 29,366 34,789
Interest Expense ........................ (871,389) (80,260)
------------ ------------
Loss before income taxes ................ (1,234,500) (299,354)
Income tax provision .................... 67,212 15,992
------------ ------------
Net loss ................................ $ (1,301,712) $ (315,346)
============ ============
Net loss
per share of common stock ............ $ (.34) $ (.09)
============ ============
Weighted average number of common and
common equivalent shares outstanding,
excluding common shares held in escrow 3,865,583 3,575,604
============ ============
See accompanying notes
6
<PAGE>
Whitman Medical Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
For The Nine Months Ended
December 31,
1995 1994
------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ...................................... $(1,301,712) $ (315,346)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization .............. 813,895 338,744
Bad debt expense ........................... 1,537,558 241,108
Loss on sale of equipment .................. 26,425
Changes in operating assets and
liabilities:
Restricted cash ........................ 212,000 (4,666,452)
Accounts receivable .................... (948,248) (327,871)
Inventory .............................. (255,629)
Other current assets ................... 103,405 (605,434)
Deferred costs ......................... (4,878) (213,050)
Deposits and other assets .............. (357,064) (21,593)
Accounts payable ....................... 169,686 587,294
Accrued expenses ....................... 60,483 313,856
Income taxes payable ................... 34,253 (50,724)
Deferred tuition revenue ...................... 535,143 3,985,481
----------- -----------
Net cash provided from (used in)
operating activities ....................... 625,317 (778,987)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment & leasehold
improvements ............................... (947,100) (244,834)
Proceeds from sale of equipment ............... 11,300
----------- -----------
Net cash used in investing
activities ................................. (947,100) (233,534)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term bank loan ............. 6,000,000
Payment into escrow for acquisition of SBC .... (5,900,000)
Issuance of common stock for acquisition of SBC 500,000
Proceeds from revolving line of credit
and long-term borrowings ................... 4,800,000 225,000
Principal payment on revolving line of
credit and long-term borrowings ............ (5,223,621) (225,000)
Principal payments of capitalized
lease obligations .......................... (415,939) (125,519)
Proceeds from exercise of options-
common stock ............................... 20,638 94,800
----------- -----------
Net cash (used in) provided by
financing activities ....................... (818,922) 569,281
----------- -----------
See accompanying notes
7
<PAGE>
Whitman Medical Corp. and Subsidiaries
Consolidated Statements of Cash Flows - continued
(Unaudited)
For The Nine Months Ended
December 31,
1995 1994
------------ ------------
Decrease in cash and
cash equivalents ................. $(1,140,705) $ (443,240)
Cash and cash equivalents at
beginning of period .............. 1,658,104 1,369,462
----------- -----------
Cash and cash equivalents
at end of period ................. $ 517,399 $ 926,222
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid .................... $ 518,086 $ 75,465
=========== ===========
Income taxes paid ................ $ 7,389 $ 92,380
=========== ===========
Equipment and leasehold
improvements financed through
capital leases ............... $ 1,323,758 $ 1,081,660
=========== ===========
See accompanying notes
8
<PAGE>
Whitman Medical Corp. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
-----------------
(Unaudited)
Reference is made to the financial statements included in the Company's Annual
Report on Form 10K for the year ended March 31, 1995.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, in the opinion
of the management of the Company, include all adjustments, which are of a
normal recurring nature, necessary for a fair presentation of financial
position and the results of operations and cash flows for the periods
presented. However, the financial statements do not include all information
and footnotes required for a presentation in accordance with generally
accepted accounting principles. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and the
notes thereto included or incorporated by reference in the Company's 1995
Annual Report on Form 10-K. The results of operations for the interim periods
are not necessarily indicative of the results of operations to be expected for
the full year.
The accompanying financial statements include the accounts of Whitman Medical
Corp., and its subsidiaries, all of which are wholly owned. All intercompany
accounts and transactions have been eliminated.
Certain December 31, 1994 balances have been reclassified to conform to the
current year's presentation.
1. ACQUISITION
On December 21, 1994, the Company completed the purchase of Sanford-Brown
College, a privately held proprietary business and allied healthcare college.
Sanford-Brown was acquired for $3.5 million in cash and $500,000 (98,232
shares) in common stock and contingent consideration of $2.4 million in cash
and 510,806 shares of common stock held in escrow at December 31, 1995.
The following table summarizes, on an unaudited pro forma basis, the combined
results of operations of the Company and its subsidiaries for the nine months
ended December 31, 1994 as though the acquisition described above was made at
the beginning of the fiscal year:
1994
------------
Revenues ..................... $ 16,660,030
Loss before taxes ............ (124,196)
Net loss ..................... (175,416)
Net loss per share ........... $ (.05)
9
<PAGE>
2. PROBABLE ACQUISITION
On September 12, 1995, the Company entered into an Agreement and Plan of
Merger with MDJB, Inc. ("MDJB") pursuant to which MDJB will merge into a
wholly owned subsidiary of the Company. Upon the merger of MDJB into the
subsidiary, 1,250,000 registered shares of the Company's common stock will be
exchanged for all of the outstanding MDJB stock.
The following table summarizes, on an unaudited pro forma basis, the first
nine months of operations of MDJB for fiscal 1995 and 1994 combined with the
results of operations of the Company and SBC based on the pooling of interests
method of accounting of the Company and its subsidiaries for the nine months
ended December 31, 1995 and 1994 as though the acquisition described above was
made at the beginning of each fiscal year:
1995 1994
------------ ------------
Revenues .......................... $ 27,988,654 $ 22,327,517
(Loss) income before taxes ........ (918,896) 174,131
Net (loss) income ................. (1,009,863) (2,809)
Net (loss) income per share ....... $ (.20) $ (.01)
3. DEFERRED COSTS
Effective January 1, 1996, the Company changed the amortization period of
deferred costs from a 36 month period to a 12 month period. This change in
estimate will be accounted for on a prospective basis and will increase
amortization expense in the fourth quarter ended March 31, 1996 by
approximately $16,000 and in fiscal year 1997 by approximately $129,000.
Had this change in accounting estimate been implemented in the prior period,
the estimated effect on the amortization expense for the nine months ended
December 31, 1995 and Decemeber 31, 1994 would have approximated an increase
$1,500 and a decrease $71,000, respectively.
4. RESTATEMENT
The March 31, 1995 Consolidated Balance Sheet and Consolidated Statement of
Changes in Stockholder's Equity have been restated to reflect $105,500 of
additional deferred interest expense associated with the Stock Warrants issued
to the Chairman in connection with his guarantee of the Company's debt.
10
<PAGE>
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations Three Months Ended December 31, 1995
----------------------------------------------------------
Compared to Three Months Ended December 31, 1994
----------------------------------------------------------
For the three months ended December 31, 1995 (the "1995
December Quarter"), the Company had a net income of $151,417, or $.03 per
share. For the three month period ended December 31, 1994 (the "1994 December
Quarter"), the Company had a net loss of $236,812, or $.07 per share. The
510,806 shares that remain in escrow in connection with the Sanford-Brown
College acquisition are considered outstanding for the purpose of the 1995 per
share income computation but not for the 1994 per share loss calculation as
their effect is antidilutive.
In both periods, virtually all of the Company's revenues
were generated by its school operations. In the 1994 December Quarter, the
Company's school operations consisted of the Ultrasound Diagnostic School
("UDS") and Sanford-Brown College ("SBC") for eleven days of operations,
whereas, in the 1995 December Quarter, the school operations consisted of UDS
and SBC for the entire Quarter. Therefore, the comparative financial
discussion below of the 1994 December Quarter predominately does not
include SBC.
Total student population upon which revenues were earned in
the Company's schools has increased from 1,731 (497 at UDS and 1234 at SBC) at
December 31, 1994 to 3,000 at December 31, 1995 (1563 at UDS and 1437 at SBC).
In the 1994 December Quarter, at UDS, the new
cardiovascular technology program ("CVT") was offered at six of
11
<PAGE>
its facilities and the new medical assisting program ("MA") was offered at
only one of its facilities. At December 31, 1995, UDS had substantially
completed the expansion of eleven of its fifteen facilities, and the new MA
program was being offered in those eleven UDS facilities. The new CVT program
requires little additional expansion and at December 31, 1995 was being
offered at thirteen facilities, eleven of which also offered the new MA
program. UDS expects to expand a twelfth facility in the first half of fiscal
1997 in order to offer the MA program and does not have a specified time
schedule to complete the expansion of the remaining three facilities beyond
offering both the general ultrasound and CVT programs. The addition of the new
programs has required UDS to incur significant expenses in advance of the
expected increases in enrollments and, thereafter, revenues. Management
believes the Company will not fully realize the benefits from the eleven
expanded facilities until the fourth quarter of fiscal 1996 when the expected
further increase in student enrollment at these facilities has substantially
occurred.
For the 1995 December Quarter, the contribution to the
operating performance of the Company from each of its two school operations,
exclusive of $122,668 of the Company's corporate overhead, was:
UDS SBC
----------- -----------
Total revenues ........ $ 4,126,331 $ 4,031,381
Operating expenses .... 4,142,874 3,432,788
Operating (loss) income (16,543) 598,593
Interest expense, net . 144,104 134,270
Pretax (loss) income .. (160,647) 464,323
12
<PAGE>
SBC interest expense reflects the bank debt associated with its acquisition by
the Company and UDS interest expense reflects financing costs of its
additional capital assets and the interest expense from the line of credit to
finance its cash flow requirements due to its expansion.
The Company had total revenues of $8,158,000 for the 1995
December Quarter ($4,126,000 earned by UDS and $4,032,000 earned by SBC), as
compared to total revenues of $2,173,000 for the 1994 December Quarter
($1,834,000 earned by UDS and $339,000 earned by SBC from eleven days of
operations).
UDS tuition revenues increased 110%, or $1,931,000, from
$1,764,000 to $3,695,000, in the 1995 December Quarter as compared to the 1994
December Quarter. Tuition revenues from the general ultrasound program
decreased $252,000 from $1,542,000 to $1,290,000, as UDS emphasized
enrollments in the new programs. Tuition revenues from the CVT program
increased $614,000, from $149,000 to $763,000, and tuition revenues from the
MA program increased $1,520,000, from $8,000 to $1,528,000. Continuing medical
education ("CME") program revenues and student fee revenues increased $50,000.
UDS expects to continue to focus on enrollments in the new programs as a means
of further growth. Management believes that enrollment and revenues in the
general ultrasound program will remain stable or decline slightly.
As part of the addition of the CVT and MA programs, additional
employees were hired (administrative and teaching), equipment was acquired and
school facilities were expanded. As a result, expenses are being incurred in
advance of the anticipated
13
<PAGE>
further increases in enrollments and revenues that management believes will
continue to occur from the expansion.
SBC was acquired on December 21, 1994 and was accounted for
as a purchase. Consequently, eleven days of its operating results were
included in the consolidated December 1994 results. In comparing SBC's
operations as though they had been acquired at the beginning of the three
months ended December 31, 1994, SBC had total revenues of $4,032,000
in the 1995 December Quarter as compared to $3,797,000 for the three months
ended December 31, 1994, an increase of 6% or $235,000. Tuition revenues for
the 1995 December Quarter were $3,713,000 as compared to $3,462,000 for the
three months ended December 31, 1994, an increase of 7% or $251,000.
Cost of educational services was $4,431,000 in the 1995 December
Quarter ($2,240,000 incurred by UDS and $2,191,000 incurred by SBC) as
compared to $1,217,000 in the 1994 December Quarter ($1,076,000 incurred by
UDS and $141,000 incurred by SBC for eleven days of operations).
At UDS, cost of educational services increased $1,164,000, from
$1,076,000 to $2,240,000 or 108% in the 1995 December Quarter as compared to
the 1994 December Quarter. In the 1995 December Quarter, instructor payroll
increased $399,000 or 76%, from $526,000 to $925,000, administration payroll
increased $196,000 or 80%, from $246,000 to $442,000, facility rent expense
increased $200,000 or 100%, from $200,000 to $400,000 and cost of books and
uniforms sold to students increased $286,000 or 381%, from $75,000 to
$361,000. Instructor payroll increased due, principally, to
14
<PAGE>
the addition of instructors to teach the new CVT and MA programs.
Administration payroll and facility rent increased because the increased
student population and the anticipated further increase in student population
was preceded by the relocation or expansion of eleven of the school facilities
to larger, more expensive facilities, and the hiring of additional school
staff necessary to, including career advisors and support staff, accommodate
the increased student population.
In comparing SBC's operations as though they had been acquired
at the beginning of the three months ended December 31, 1994, SBC had
cost of educational services of $2,192,000 in the 1995 December Quarter as
compared to $2,363,000 for the three months ended December 31, 1994, a
decrease of 8% or $171,000.
General and administrative expense, excluding corporate overhead
of $122,668, was $2,742,000 in the 1995 December Quarter ($1,745,000 incurred
by UDS and $997,000 incurred by SBC) as compared to $1,039,000 in the 1994
December Quarter ($830,000 incurred by UDS and $209,000 incurred by SBC for
eleven days of operations).
At UDS, general and administrative expense increased $915,000,
from $831,000 to $1,746,000, or 110% in the 1995 December Quarter as compared
to the 1994 December Quarter. Sales and marketing expenses, including the cost
of admission representatives and advertising, increased $382,000 or 434%, from
$88,000 to $470,000, in the 1995 December Quarter as compared to the 1994
December Quarter. In the 1994 December Quarter, UDS offered the new CVT
program in six locations and the new MA
15
<PAGE>
program in only one location. In order to create market awareness of and
generate interest in the new MA and CVT programs, UDS increased direct
advertising expenditures from $88,000 in the 1994 December Quarter to $183,000
in the 1995 December Quarter, an increase of $95,000 or 108%. In the 1994
December Quarter , UDS had two admissions representatives. In the 1995
December Quarter, in order to enroll and properly service the significantly
increased number of prospective students, UDS employed a total of 30
admissions representatives in the eleven expanded facilities. Other expenses
reflect similar increases consistent with UDS' planned expansion. Expense
for UDS' management staff necessary to support the school operations and
to accommodate the increased student population increased $64,000 or 30%,
from $213,000 to $277,000, in the 1995 December Quarter as compared to
the 1994 December Quarter. The other major components of general and
administrative expense that increased in the 1995 December Quarter were
travel, depreciation and amortization and general office expense due,
principally, to the effect of the expansion plan.
In comparing SBC's operations as though they had been acquired
at the beginning of the three months ended December 31, 1994, SBC had
cost of general and administrative expense of $997,000 in the 1995 December
Quarter as compared to $1,174,000 for the three months ended December 31,
1994, a decrease of $177,000, or 15%.
In the 1995 December Quarter, allowance for doubtful accounts
was as follows:
16
<PAGE>
UDS SBC Total
---------- ---------- ----------
September 30, 1995
Allowance for doubtful
accounts ........... $385,000 $1,115,000 $1,500,000
Bad debt expense ..... 158,000 244,000 402,000
Accounts charged off
during the quarter . (2,000) (444,000) (466,000)
---------- ---------- ----------
December 31, 1995
Allowance for doubtful
accounts ........... $541,000 $875,000 $1,416,000
========== ========== ==========
Results of Operations Nine Months Ended December 31, 1995
---------------------------------------------------------
Compared to Nine Months Ended December 31, 1994
------------------------------------------------
For the nine months ended December 31, 1995 (the "1995
Nine Month Period"), the Company had a net loss of $1,301,712, or $.34 per
share. For the nine month period ended December 31, 1994 (the "1994 Nine Month
Period"), the Company had a net loss of $315,346, or $.09 per share. The
510,806 shares that remain in escrow in connection with the SBC acquisition
are not considered outstanding for the purpose of the per share loss
computation as their effect is anti-dilutive.
In both periods, virtually all of the Company's revenues were
generated by its school operations. In the 1994 Nine Month Period, the
Company's school operations also included SBC's operations for an eleven day
period since its acquisition on December 21, 1994.
17
<PAGE>
For the 1995 Nine Month Period the contribution to the operating
performance of the Company from each of its two school operations, exclusive
of $530,024 of the Company's corporate overhead, was:
UDS SBC
------------ ------------
Total revenues ........ $ 9,493,476 $ 12,074,355
Operating expenses .... 10,700,152 10,730,132
Operating (loss) income (1,206,676) 1,344,223
Interest expense, net . 412,870 429,153
Pretax (loss) income .. (1,619,546) 915,070
SBC interest expense reflects the bank debt associated with its acquisition by
the Company and UDS interest expense reflects equipment financing and cash
flow requirement financing associated with its planned expansion.
The Company had total revenues of $21,568,000 ($9,494,000 earned
by UDS and $12,074,000 earned by SBC) for the 1995 Nine Month Period, as
compared to total revenues of $5,668,000 ($5,329,000 earned by UDS and
$339,000 earned by SBC from eleven days of operations) for the 1994 Nine Month
Period.
UDS tuition revenues increased 70%, or $3,619,000, from
$5,166,000 to $8,785,000 in the 1995 Nine Month Period as compared to the 1994
Nine Month Period. Tuition revenues from the general ultrasound program
decreased $472,000 from $4,524,000 to $4,052,000, as UDS emphasized
enrollments in the new programs. Tuition revenues from the CVT program
increased $1,375,000, from $191,000 to $1,566,000 and tuition revenues from
the MA program
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<PAGE>
increased $2,610,000 from $8,000 to $2,618,000. CME program revenues and
student fees increased $110,000. UDS expects to continue to focus on
enrollments in the new programs as a means of further growth. Management
believes that enrollment and revenues in the general ultrasound program will
remain stable or decline slightly.
As part of the addition of the CVT and MA programs, employees
were hired (administrative and teaching), equipment was acquired and school
facilities were expanded. As a result, expenses are being incurred in advance
of further anticipated increases in enrollments and revenues that management
believes will continue to occur from the expansion.
Cost of educational services were $12,587,000 in the 1995 Nine
Month Period ($5,470,000 incurred by UDS and $7,117,000 incurred by SBC) as
compared to $3,416,000 in the 1994 Nine Month Period ($3,275,000 incurred by
UDS and $141,000 incurred by SBC for eleven days of operations).
At UDS, cost of educational services increased $2,095,000 from
$3,375,000 to $5,470,000 or 62% in the 1995 Nine Month Period as compared to
the 1994 Nine Month Period. In the 1995 Nine Month Period, instructor payroll
increased $1,147,000 or 87% from $1,326,000 to $2,473,000, administration
payroll increased $463,000 or 72% from $648,000 to $1,111,000, facility rent
expense increased $535,000 or 100% from $535,000 to $1,070,000 and cost of
books and uniforms sold to students increased $438,000 or 299% from $147,000
to $585,000. Instructor payroll increased due, principally, to the addition of
instructors to teach the new CVT
19
<PAGE>
and MA programs. Administration payroll and facility rent increased because of
the increased student population and the anticipated further increase in
student population, preceded by the relocation or expansion of eleven of the
school facilities to larger, more expensive facilities, and the hiring of
additional school staff, including career advances and support staff,
necessary to accommodate the increased student population.
General and administrative expense, excluding $530,000 in
corporate overhead, was $7,306,000 in the 1995 Nine Month Period ($4,805,000
incurred by UDS and $2,501,000 incurred by SBC) as compared to $2,265,000 in
the 1994 Nine Month Period ($2,056,000 incurred by UDS and $209,000 incurred
by SBC for eleven days of operations).
At UDS, general and administrative expense increased $2,749,000
or 134% in the 1995 Nine Month Period as compared to the 1994 Nine Month
Period. Sales and marketing expenses, including the cost of admission
representatives and advertising, increased $1,206,000 or 631%, from $191,000
to $1,397,000, in the 1995 Nine Month Period as compared to the 1994 Nine
Month Period. In the 1994 Nine Month Period UDS expanded its offering of the
new CVT program from zero to six locations and offered the new MA program in
one location. In order to create market awareness of and generate interest in
the new MA and CVT programs, UDS increased direct advertising expenditures
from $191,000 in the 1994 Nine Month Period to $641,000 in the 1995 Nine Month
Period. In the 1994 Nine Month Period, UDS had two admissions representatives.
In the 1995 Nine Month Period, in order to
20
<PAGE>
enroll and properly service the significantly increased number of prospective
students, UDS employed a total of 30 admissions representatives in the eleven
expanded facilities. Other expenses reflect similar increases consistent with
UDS'planned expansion. Expense for UDS' management staff necessary to support
the school operations and to deliver student services increased $250,000 or
46%, from $543,000 to $793,000, in the 1995 Nine Month Period as compared to
the 1994 Nine Month Period. The other major components of general and
administrative expense that increased in the 1995 Nine Month Period were
travel, depreciation and amortization and general office expense due,
principally, to the effect of the expansion plan.
For accounting purposes, tuition income is recorded as income in
the period in which it is earned and any portion not yet earned from active
students is treated as deferred tuition revenue, a liability account. At
December 31, 1995, deferred tuition revenue increased $535,000, from
$9,910,000 to $10,445,000 as compared to March 31, 1995. At UDS, deferred
tuition revenue at December 31, 1995 as compared to March 31, 1995 increased
$4,712,000 due, principally, to the increased number of students currently
enrolled in UDS, which was 697 at March 31, 1995 and 1536 at December 31,
1995. At SBC, deferred tuition revenue decreased $4,177,000 at December 31,
1995 as compared to March 31, 1995 due, principally, to the fact that SBC
changed its method of recording tuition charges for its programs from academic
year based programs to term based program. This change in the method of
recording tuition charges, which is reflected in SBC's
21
<PAGE>
accounts receivable and deferred revenue accounts, was made in response to
Department of Education regulations. Prior to the change in recording tuition
charges, SBC was charging for an academic year equal to three terms or
quarters as compared to the current method of charging one term or quarter at
a time. This change had the effect of reducing the amounts charged to accounts
receivable and the amounts recorded as liabilities for revenues not earned.
22
<PAGE>
Liquidity and Capital Resources
-------------------------------
At December 31, 1995, the Company had cash on hand of $617,000,
as compared to $1,970,000 at March 31, 1995. Included in cash on hand were
$100,000 at December 31, 1995 and $312,000 at March 31, 1995, as
restricted cash set aside in accordance with Department of Education
regulations to be available for student refunds. Receivables at December 31,
1995 were $13,627,000 (net of an allowance of $1,436,000 for doubtful
accounts), compared to receivables of $14,216,000 (net of an allowance of
$1,001,000 for doubtful accounts) at March 31, 1995. Of the $13,627,000 in
accounts receivable at December 31, 1995, $11,428,000 were held by UDS and
$2,199,000 were held by SBC as compared to $7,330,000 held by UDS and
$6,886,000 held by SBC at March 31, 1995. Receivables held by UDS increased at
December 31, 1995 from March 31, 1995 because of the increase in the UDS
student population. Receivables held by SBC decreased at December 31, 1995
from March 31, 1995, even though the SBC student population increased because
of the change in its charging method from academic year to term based.
Of the $1,416,000 in allowance for doubtful accounts at December
31, 1995, $541,000 was provided by UDS and $875,000 was provided by SBC, as
compared to $147,000 provided by UDS and $854,000 provided by SBC at March 31,
1995. The allowance for doubtful accounts of UDS increased at December 31,
1995 from March 31, 1995 as a result of the corresponding increase in accounts
receivable. The allowance for doubtful accounts of SBC increased at December
31, 1995 from March 31, 1995 to provide for the
23
<PAGE>
additional exposure on such student receivables, as a result of the delay in
recertification during the period in which the school was terminated from
access to new Title IV Program funding. This termination resulted from the
change in control and ownership associated with the acquisition of SBC by the
Company on December 21, 1994. SBC was then required to obtain certification
from the Department of Education, which was received on May 4, 1995.
The Company's primary source of operating liquidity is the cash
received from payments of tuition and fees. At both UDS and SBC, most students
receive some form of financial aid under the federal student financial aid
programs.
In order to finance the acquisition of SBC, the Company obtained
a bank term loan in the amount of $6,000,000 which is due on April 16, 1996
and is reflected as a current liability on the balance sheet at December 31,
1995, resulting in a working capital deficit. The Company does not expect to
have sufficient positive cash flow by April 16, 1996 to repay the entire
obligation. Management believes that it will be able to extend or refinance the
term loan. If the Company is not able to extend or refinance the term loan it
could have a material adverse effect on the Company's net income (loss),
liquidity and equity.
The Company entered into master equipment leases totalling
$2,190,000 to finance the purchase of capital equipment. At December 31, 1995,
UDS acquired $2,054,000 in equipment, furniture and fixtures to equip its
facilities for the new CVT and MA programs. As of December 31, 1995, $136,000
was available under
24
<PAGE>
the Company's master equipment leases. In addition, during the nine months
ended December 31, 1995, the Company acquired an additional $1,324,000 of
equipment, furniture and fixtures independent of its master equipment leases.
The Company has available to it a working capital facility
expiring April 16, 1996 in the amount of $2,500,000. At December 31, 1995, the
Company had approximately $1,300,000 available for use from this credit
facility as compared to approximately $876,000 available for use at March 31,
1995. Since the recertification of SBC as a participant in the federal student
financial aid programs in May 1995, cash flow generated from the operations of
SBC, particularly cash received from the federal government, has been applied
to reduce the outstanding balance in the working capital facility and has
repaid all monies borrowed under the working capital facility to fund the SBC
change of ownership. The $2,500,000 working capital facility was opened
originally to fund the operations of SBC during the change of ownership. The
acquisition of SBC required the Company to fund its operations to the extent
of $2,250,000 until SBC received recertification for the Title IV Program
funding. At December 31, 1995, SBC had repaid its borrowings from the Company.
The outstanding balance of $1,200,000 under the line of credit was used to
fund the expansion of UDS. Management believes UDS will continue to require
financing to fund its operations during its expansion and anticipates that UDS
will repay such borrowings in fiscal 1997. The Company also has a bank line of
credit expiring August 31, 1996 in the amount of $500,000. At December 31,
1995,
25
<PAGE>
$105,000 of this credit facility was in use as letters of credit
to secure leasehold improvements.
In the 1995 Nine Month Period, the Company had positive cash
flow from operating activities of $625,000 as compared to using cash in its
operations of $779,000 in the 1994 Nine Month Period. Of the $625,000 positive
cash flow from operations, UDS used $1,041,000 in its operations and SBC had
positive cash flow from its operations of $1,666,000.
At UDS, the cash used in operating activities was due,
principally, to the expenditures utilized to expand UDS in advance of the
receipt of revenues from expanded enrollments in new programs and to an
increase in accounts receivable. Management believes that UDS will continue to
use cash in the fourth quarter of fiscal 1996 but by the end of the fiscal
year the UDS planned expansion will begin to generate positive cash flow from
operations. Management further believes that the excess cash generated from
SBC operations, the availability of the bank line of credit and the working
capital facility and the balance available under the master equipment leases
will be sufficient to provide the necessary resources to complete the planned
expansion of UDS. Management further believes it will be able to extend or
refinance the $6,000,000 term loan due April 16, 1996 which will result in
positive working capital. If, however, the Company is unable to extend or
refinance the term loan it will have a material adverse effect on the
Company's net income (loss), liquidity and equity.
26
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
An action has been commenced against Registrant's wholly owned subsidiary,
Ultrasound Technical Services, Inc. (UTS), operator of the Ultrasound
Diagnostic School, in the Circuit Court, Fourth Judicial Circuit, Duval
County, Florida.
The amended complaint filed on behalf of 35 current or former students of the
School's Jacksonville and Tampa facilities alleges that at the time each of the
plaintiffs registered, UTS falsely represented that almost all of its
graduates were placed in positions of employment in the field of ultrasound
diagnostics and that its students were eligible upon graduation to take the
examination for the American Registry of Diagnostic Medical Sonographers or that
being registered was not a factor in obtaining employment in the field of
ultrasound diagnostics. The amended complaint further alleges that the
plaintiffs were induced by these alleged false representations to pay a total of
over $300,000 in tuition and fees to UTS. The amended complaint seeks an
unspecified amount of damages. UTS has not interposed its answer in the action.
UTS intends to deny making the alleged representations and believes that it has
meritorious defenses to the action. Registrant cannot at this stage in the
proceedings assesses whether UTS will have any liability in this action and, if
so, whether such liability will have a material adverse effect upon UTS or
Registrant.
Item 2. Changes in Securities.
----------------------
None
Item 3. Defaults Upon Senior Securities.
--------------------------------
None
Item 4. Other Matters
-------------
On November 8, 1995, the Company held its annual meeting of shareholders. At
the meeting, six directors were elected to the Board of Directors and the
shareholders approved an amendment to the 1992 Incentive Stock Option Plan
increasing the number of shares available to be issued thereunder to 950,000
and approved an amendment to the Directors and Consultants Stock Option Plan
to increase the number of shares to be issued thereunder to 500,000 shares.
Item 5. Other Information.
------------------
None
27
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
Exhibit 11, Computation of Net Loss Per Share of Common
Stock
Exhibit 27, Financial Data Schedule
28
<PAGE>
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.
Whitman Medical Corp.
-------------------------------------
(Registrant)
Date: February 13, 1996 /s/ Randy S. Proto
-------------------------------------
Randy S. Proto, President
Date: February 13, 1996 /s/ Fernando Fernandez
-------------------------------------
Fernando Fernandez
Treasurer
<PAGE>
WHITMAN MEDICAL CORP. AND SUBSIDIARIES
COMPUTATION OF NET LOSS PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
December 31, December 31,
1995 1994
-------------- --------------
<S> <C> <C>
Primary:
Average shares outstanding 3,865,583 3,379,398
Net effect of dilutive stock options and warrants based
on the treasury stock method using the average market price -- 196,206
--------- ---------
Total 3,865,583 3,575,604
========== =========
Net loss $(1,301,712) $(315,346)
Per share amount $(.34) $(.09)
Fully diluted:
Average shares outstanding 3,865,583 3,379,398
Net effect of dilutive stock options and warrants based
on the treasury stock method using quarter-end market price -- 196,206
--------- ---------
Total 3,865,583 3,575,604
========== =========
Net loss $(1,301,712) $(315,346)
Per share amount $(.34) $(.09)
</TABLE>
Net loss per share of common stock is computed by dividing net loss by
the weighted average number of shares outstanding during the period adjusted
for common stock equivalents when such adjustments result in dilution of
earnings per share. The 510,806 shares issued in connection with the
acquisition of Sanford-Brown College that remain in escrow to be disbursed to
the seller or returned to the Company upon the occurrence of failure to occur
of certain events are not considered outstanding for purposes of computing net
loss for the nine months ended December 31, 1995 and 1994 as their effect is
anti-dilutive.
Exhibit 11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 617,399
<SECURITIES> 855,000
<RECEIVABLES> 13,626,816
<ALLOWANCES> 1,436,190
<INVENTORY> 546,079
<CURRENT-ASSETS> 15,206,933
<PP&E> 5,363,631
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,494,597
<CURRENT-LIABILITIES> 20,196,204
<BONDS> 0
0
0
<COMMON> 7,029,516
<OTHER-SE> 175,000
<TOTAL-LIABILITY-AND-EQUITY> 27,494,597
<SALES> 21,567,831
<TOTAL-REVENUES> 21,567,831
<CGS> 21,960,308
<TOTAL-COSTS> 21,960,308
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 796,389
<INCOME-PRETAX> (1,159,500)
<INCOME-TAX> 67,212
<INCOME-CONTINUING> (1,226,712)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,226,712)
<EPS-PRIMARY> (.32)
<EPS-DILUTED> (.32)
</TABLE>
