<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - QSB
(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 UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
------- ---------
COMMISSION FILE NUMBER: 0-22294
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MED/WASTE, INC.
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(Exact Name of Small Business Issuer as
Specified in its Charter)
Delaware 65-0297759
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3890 N.W. 132nd Street, Suite K, Opa Locka, Florida 33054
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(Address of principal executive offices)
(305) 688 - 3931
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of the registrant's common stock $.001 par
value as of May 7, 1997 was 2,328,946.
<PAGE> 2
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31,
(UNAUDITED) 1996
-----------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $863,977 $116,054
Accounts receivable, net of allowances of $37,000 and $40,000 1,667,931 1,837,763
Current portion of notes receivable from autoclaves 92,252 43,000
Current portion of notes receivable from franchisees 1,096,604 1,110,104
Inventories 261,790 273,423
Prepaid expenses 447,909 207,944
-----------------------------------
Total current assets 4,430,463 3,588,288
Notes receivable from autoclaves net of current portion 430,509 263,000
Notes receivable from franchisees, net of current
portion, less allowance of $71,000 and $54,000 1,102,522 1,032,671
Property, plant and equipment, net 5,451,545 5,122,612
Intangible assets, net 716,089 398,616
Other assets 173,962 121,250
-----------------------------------
Total assets $12,305,090 $10,526,437
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $1,480,143 $2,055,830
Current portion of capital lease obligations 142,945 169,427
Current portion of notes payable 82,206 929,599
Deferred revenue on franchise sales 61,853 82,441
Customer deposits 59,815 38,564
-----------------------------------
Total current liabilities 1,826,962 3,275,861
Capital lease obligations, less current portion 375,293 385,594
10% Convertible Redeemable Debentures due July 1, 2000 3,000,000 --
Note payable, less current portion 2,202,990 2,180,615
-----------------------------------
7,405,245 5,842,070
Shareholders' equity:
Preferred stock, $. 10 par value; 1,000,000 shares
authorized; none outstanding -- --
Common stock, $.001 par value; 10,000,000 shares
authorized; 2,328,946 and 2,328,499
shares issued and outstanding 2,329 2,329
Additional paid-in capital 6,896,254 6,870,430
Warrant subscriptions receivable (248,404) (288,003)
Deficit (1,719,677) (1,869,732)
-----------------------------------
4,930,502 4,715,024
Less cost of treasury stock: 11,824 shares (30,657) (30,657)
-----------------------------------
Total shareholders' equity 4,899,845 4,684,367
-----------------------------------
$12,305,090 $10,526,437
Total liabilities and shareholders' equity ===================================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
--------------------------
1997 1996
--------------------------
<S> <C> <C>
Revenues $5,464,720 $4,414,071
Costs and expenses:
Operating costs 4,102,382 3,199,018
Administrative and selling expenses 1,177,839 1,131,806
Amortization of intangibles 4,818 10,694
-------------------------
Total 5,285,039 4,341,518
-------------------------
Operating profit 179,681 72,553
Other, net (29,644) 14,713
-------------------------
Net income $ 150,037 $ 87,266
=========================
Earnings per share:
Basic earnings per share $ .06 $ .05
=========================
Diluted earnings per share $ .06 $ .05
=========================
Weighted average shares outstanding 2,317,524 1,892,826
=========================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
---------------------------
1997 1996
------------------------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income $ 150,037 $ 87,266
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 126,082 69,058
Provision for doubtful notes and accounts receivable 32,262 8,000
Issuance of warrants for services 65,423 --
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 137,570 (133,566)
Increase in notes receivables (524,112) (279,074)
Decrease (increase) in inventories 11,633 (12,607)
Increase in prepaid expenses (239,965) (15,906)
Increase in other assets (52,712) (20,840)
(Decrease) increase in accounts payable and accrued
expenses (575,669) 75,136
(Decrease) increase in deferred franchise sales (20,588) 62,319
Decrease in customer deposits 21,251 16,765
------------------------
Net cash used in operating activities (868,788) (143,449)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of property plant and equipment, net (450,197) (9,150)
Purchase of fixed income investments -- (11,280)
------------------------
Net cash used in investing activities (450,197) (20,430)
</TABLE>
4
<PAGE> 5
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Three Months ended March 31,
----------------------------
1997 1996
----------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from 10% Convertible Redeemable Debentures $ 2,692,709 --
Proceeds from assignment of notes receivable 251,000 --
(Payoff of) proceeds from line of credit (723,000) $ 265,000
Payoff of interim financing for autoclaves (89,393) --
Payoff of note payable - Broward Floor (35,000) --
Payments on capital leases (29,408) (10,405)
-- ----------------------------
Net cash provided by financing activities 2,066,908 254,595
-- ----------------------------
Increase in cash and cash equivalents 747,923 90,716
Cash and cash equivalents at beginning of year 116,054 120,917
-- ----------------------------
Cash and cash equivalents at end of year $ 863,977 $ 211,633
============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 61,394 $ 12,330
============================
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
MED/WASTE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included.
Med/Waste, Inc. (the "Company") is a holding company which, through its
subsidiaries, is engaged in two businesses: medical waste management and
commercial cleaning services. The medical waste management operations are
conducted through Safety Disposal System, Inc. ("SDS") and Safety Disposal
System of South Carolina, Inc. ("SDSSC"). SDS and SDSSC are sometimes
collectively referred to herein as the "Waste Companies". The commercial
cleaning services operations are conducted through The Kover Group, Inc.
("Kover").
Operating results for the three-month period ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 1997. The significant accounting principles are the same
as those used to prepare the annual audited financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1996.
2. ACQUISITIONS.
On October 15, 1996, the Company, through its subsidiary SDSSC, purchased
certain assets of Chambers Medical Technologies of South Carolina, Inc.
("Chambers"). The following unaudited pro forma consolidated results of
operations for the three months ended March 31, 1996 has been prepared as if
the acquisition by SDSSC had occurred at the beginning of 1996:
<TABLE>
<CAPTION>
Pro Forma
---------
<S> <C>
Revenues $6,541,771
Net earnings $ 328,196
Net earnings per share $ .17
</TABLE>
The pro forma consolidated results do not purport to be indicative of results
that would have occurred had the acquisition been in effect for the periods
presented, nor do they purport to be indicative of the results that will be
obtained in the future.
6
<PAGE> 7
3. DEBENTURES AND NOTES PAYABLE
Debentures and Notes payable consist of the following at March 31, 1997:
<TABLE>
<S> <C>
10% Convertible Redeemable Debentures
due July 1, 2000 $3,000,000
Note payable - Chambers 2,285,196
----------
Total notes payable 5,285,196
Less: current portion 82,206
----------
Total $5,202,990
==========
</TABLE>
During the three months ended March 31, 1997 and 1996 interest expense
aggregated $61,394 and $12,330, respectively.
On February 13, 1997, the Company completed a private placement of the 10%
Convertible Redeemable Debentures due July 1, 2000 (the "Debentures") raising
net proceeds of approximately $2.7 million. Interest at the rate of 10% per
annum is payable semiannually on July 1 and January 1. The Debentures are
convertible into shares of common stock at the holder's option any time prior
to redemption or maturity at a conversion price of $3.25 in principal amount
for each share of common stock. The Debentures are redeemable by the Company
after December 31, 1997, but only if the Company's common stock is trading at
$6.50 per share for twenty days in a thirty day period immediately prior to
redemption. The Company has agreed to register the common stock underlying the
Debentures within six months from the issuance of the Debentures. A portion of
the proceeds from the Debentures was used to reduce the outstanding balance on
the Company's line of credit.
The Company has an agreement with a bank, whereby the Company can borrow up to
$1,000,000 under a revolving line of credit. At March 31, 1997, the Company
had no borrowings under the line. In May 1997, the Company's line of credit
with the bank was increased by $1,000,000 to $2,000,000. Other terms and
conditions of the loan remained unchanged. Interest on the outstanding balance
is payable monthly with principal payable upon demand. The interest rate on
the line of credit is prime plus 1%. Substantially all of the Company's assets
other than the incineration facility, are collateral for the loan.
In January 1997, Kover paid-off an unsecured note in the amount of $35,000.
The note was related to Kover's purchase of Broward Floor Care and Supply, Inc.
in June 1995.
4. LEASES
In February 1997, the Company entered into an agreement with a leasing company,
whereby the Company assigned with recourse two autoclave leases to which it was
a lessor. The leases were discounted at a rate of 9.75%. The Company received
approximately $251,000, under this agreement. A portion of the proceeds from
this arrangement was used to payoff $89,393 in interim loans related to the
manufacture of the two autoclaves.
7
<PAGE> 8
5. STOCK OPTIONS
In April 1997 the Company granted options to two of its employees under the
1996 Employee Stock Option Plan (the "1996 Plan") to purchase an aggregate of
200,000 shares of common stock. The exercise price of the options is at the
date of grant fair market value of the underlying common stock of $2.75. The
options vest 25% at the end of six months following grant and an additional 25%
on each anniversary date of the grant date thereafter.
6. NET INCOME PER COMMON SHARE
Net income per common share is computed based on the weighted average number of
common and dilutive common equivalent shares outstanding during the periods
presented in accordance with Statement of Financial Accounting Standards No.
128, "Earnings Per Share". The effects of dilutive convertible debt, stock
options and warrants have been included in the computation for the periods
presented.
7. SUBSEQUENT EVENT - ACQUISITIONS
In March 1997 the Company signed a contract to become a reorganization plan
funder of Biomedical Waste Systems, Inc. ("BioMed"). BioMed is a public
company which owns, among other things, a Charlotte, N.C. medical waste
incineration facility and filed Chapter 11 bankruptcy proceedings approximately
two years ago. Finalization of the plan funding agreement is conditioned upon
completion of due diligence by the Company and BioMed securing $6 million in
long-term financing. The present timetable calls for a closing of the
transaction no later than August 1, 1997.
In April 1997 the Company signed a definitive agreement to acquire Bonham
Environmental Services, Inc., a privately owned holding company which, through
its subsidiaries provides medical waste services. Closing is subject to
certain contingencies, including completion of due diligence and receipt of
audited financial statements. The Company expects to close by May 31, 1997.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH MARCH 31, 1996
REVENUES. For the three months ended March 31, 1997, the Company had
revenues of $5,464,720 up 23.8% from $4,414,071 for the comparable period in
1996. The increase was primarily attributable to the inclusion of revenue from
the SDSSC incinerator facility, which the Company acquired in October 1996, and
to the five-year agreement with Baptist Hospital of Miami to provide on-site
treatment of medical waste utilizing the Company's Envirosafe TM autoclave
treatment system.
OPERATING COSTS. Consolidated operating costs amounted to $4,102,382 in
the three months ended March 31, 1997 period as compared to $3,199,018 for the
same period in 1996. The increase is primarily attributable to the operating
costs for SDSSC's incineration facility in 1997, which the Company acquired in
October 1996.
ADMINISTRATIVE AND SELLING EXPENSES. Administrative and selling
expenses as a percentage of revenue decreased to 21.6% in the three months
ended March 31, 1997 from 25.6% for the same period for 1996 primarily due to
synergistic cost savings in corporate overhead that resulted from the October
1996 acquisition of SDSSC.
OPERATING PROFIT. The Company recorded an operating profit of $179,681
for the three months ended March 31, 1997 as compared to $72,553 in the
comparable 1996 period. The increase was primarily attributable to the
inclusion of revenue from the SDSSC incinerator facility, which the Company
acquired in October 1996, and to the five-year agreement with Baptist Hospital
of Miami to provide on-site treatment of medical waste utilizing the Company's
Envirosafe TM autoclave treatment system.
OTHER, NET. Other, net decreased to an expense of $29,644 in the three
months ended March 31, 1997 as compared to income of $14,713 for the same
period in 1996 primarily due to the interest expense on the Debentures. The
Debentures were issued on February 13, 1997.
NET INCOME. Net income for the first quarter of 1997 rose to
$150,037, or $.06 per share, compared to $87,266, or $.05 per share for the
same period in 1996. The increase was primarily attributable to the inclusion
of revenue from the SDSSC incinerator facility, which the Company acquired in
October 1996, and to the five-year agreement with Baptist Hospital of Miami to
provide on-site treatment of medical waste utilizing the Company's Envirosafe
TM autoclave treatment system, offset partially by the 1997 interest expense on
the Debentures issued on February 13, 1997. The earnings per share results
were achieved based on 22% more shares outstanding in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital at March 31, 1997 amounted to $2,603,501.
The Company's source of cash during 1997 has primarily been the proceeds of the
Debentures and the assignment with recourse of two autoclave leases that the
Company obtained. During the three months ended March 31, 1997, cash increased
by $747,923 to $863,977. Operating activities used $868,788 of cash,
principally
9
<PAGE> 10
due to the decrease in accounts payable and accrued expenses and the increase
in notes receivable related to the five- year agreement with Baptist Hospital
of Miami to provide on-site treatment of medical waste utilizing the Company's
Envirosafe TM autoclave treatment system. Investing activities used $450,197
in cash principally due to capital expenditure projects at SDSSC. Financing
activities provided $2,066,908 of cash, principally due to the proceeds of the
Debentures and the assignment with recourse of two autoclave leases to which
the Company was a lessor, offset partially by the payoff of the Company's line
of credit.
In January 1997, Kover paid-off an unsecured note in the amount of
$35,000. The note was related to Kover's purchase of Broward Floor Care and
Supply, Inc. in June 1995.
In February 1997, the Company entered into an agreement with a leasing
company, whereby the Company assigned with recourse two autoclave leases to
which it was a lessor. The leases were discounted at a rate of 9.75%. The
Company received approximately $251,000, under this agreement. A portion of
the proceeds from this arrangement was used to payoff $89,393 in interim loans
related to the manufacture of the two autoclaves.
On February 13, 1997, the Company completed a private placement of the
10% Convertible Redeemable Debentures due July 1, 2000 (the "Debentures")
raising net proceeds of approximately $2.7 million. Interest at the rate of
10% per annum is payable semiannually on July 1 and January 1. The Debentures
are convertible into shares of common stock at the holder's option any time
prior to redemption or maturity at a conversion price of $3.25 in principal
amount for each share of common stock. The Debentures are redeemable by the
Company after December 31, 1997, but only if the Company's common stock is
trading at $6.50 per share for twenty days in a thirty day period immediately
prior to redemption. The Company has agreed to register the common stock
underlying the Debentures within six months from the issuance of the
Debentures. A portion of the proceeds from the Debentures was used to reduce
the outstanding balance on the Company's line of credit.
The Company has an agreement with a bank, whereby the Company can borrow
up to $1,000,000 under a revolving line of credit. At March 31, 1997, the
Company had no borrowings under the line. In May 1997, the Company's line of
credit with the bank was increased by $1,000,000 to $2,000,000. Other terms
and conditions of the loan remained unchanged. Substantially all of the
Company's assets, other than the incineration facility, are collateral for the
loan.
In March 1997 the Company signed a contract to become a reorganization
plan funder of Biomedical Waste Systems, Inc. ("BioMed"). BioMed is a public
company which owns, among other things, a Charlotte, N.C. medical waste
incineration facility and filed Chapter 11 bankruptcy proceedings approximately
two years ago. Finalization of the plan funding agreement is conditioned upon
completion of due diligence by the Company and BioMed securing $6 million in
long- term financing. The present timetable calls for a closing of the
transaction no later than August 1, 1997.
In April 1997 the Company signed a definitive agreement to acquire
Bonham Environmental Services, Inc., a privately owned holding company which,
through its subsidiaries provides medical waste services. Closing is subject
to certain contingencies, including completion of due diligence and receipt of
audited financial statements. The Company will fund the cash portion of the
purchase price out of its line of credit.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
South Carolina State legislation presently restricts SDSSC's Incinerator
capacity for medical waste to the greater of (i) 50 tons per day or (ii) on a
monthly basis, 1/12 of the estimated amount of medical waste
10
<PAGE> 11
generated within the State of South Carolina within one year. The Company is
continuing a constitutional challenge against the South Carolina Department of
Health and Environmental Control ("DHEC"), originally commenced by the prior
owner of SDSSC's Incinerator in 1991 in the U.S. District Court of South
Carolina, of the state's imposition of the limitation, as well as certain
provisions of the South Carolina Infectious Waste Management Act and the
regulations promulgated thereunder. At the trial level, the Company's prior
owner was successful in its challenge to certain fee requirements under the
regulations. However, it was not successful in having the volume limitation
ruled unconstitutional and accordingly on October 1, 1996 the 50-ton medical
waste limitation went into effect. Notwithstanding, the Company is pursuing
the appeal of the volume limitation. The Company does not believe that the
volume limitation will have a material adverse impact on its operations, since
the Company anticipates the medical waste limitation to be offset by increases
in special waste incineration.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 11 - Statement re: computation of earnings per share
Exhibit 27 - Financial Statement Schedule
(b) Reports on Form 8-K.
The Company did not file a Form 8-K during the three months ended March
31, 1997.
11
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Med/Waste, Inc.
Date: May 7, 1997 /s/ Daniel A. Stauber
----------------- --------------------------------
Daniel A. Stauber,
President and Chief
Executive Officer
Date: May 7, 1997 /s/ Michael D. Elkin
--------------- ---------------------------------
Michael D. Elkin,
Vice President and Chief
Financial Officer
12
<PAGE> 1
MED/WASTE INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
----------------------------
1997 1996
----------------------------
<S> <C> <C>
Net income $ 150,037 $ 87,266
============================
Weighted average shares outstanding 2,317,524 1,892,826
============================
Net income per share $ .06 $ .05
============================
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 863,977
<SECURITIES> 0
<RECEIVABLES> 1,704,931
<ALLOWANCES> (37,000)
<INVENTORY> 261,790
<CURRENT-ASSETS> 4,430,463
<PP&E> 6,348,567
<DEPRECIATION> (897,022)
<TOTAL-ASSETS> 12,305,090
<CURRENT-LIABILITIES> 1,826,962
<BONDS> 5,578,283
0
0
<COMMON> 2,329
<OTHER-SE> 4,897,516
<TOTAL-LIABILITY-AND-EQUITY> 12,305,090
<SALES> 5,464,720
<TOTAL-REVENUES> 5,464,720
<CGS> 4,102,482
<TOTAL-COSTS> 1,182,657
<OTHER-EXPENSES> 29,644
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 150,037
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
