<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, 1998.
--------------
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.
(Exact Name of Small Business Issuer as
Specified in its Charter)
---------------------------------------------------------------------------
Delaware 65-0297759
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6175 NW 153 Street, Suite 324, Miami Lakes, FL 33014
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(Address of principal executive offices)
(305) 819 - 8877
---------------------------------------------------------------------------
(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 13, 1998 was 5,215,653.
<PAGE> 2
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31,
(UNAUDITED) 1997
--------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 510,642 $ 984,708
Accounts Receivable, Net of Allowances of $108,000
and $40,000 5,643,975 5,525,528
Net Assets of Discontinued Operations -- 2,632,909
Inventories 434,508 238,653
Prepaid Expenses and Other Current Assets 903,337 735,779
--------------------------------------------
Total Current Assets 7,492,462 10,117,577
Property, Plant and Equipment, Net 10,935,094 10,636,803
Excess of Purchase Price over Net Assets Acquired,
Net of Accumulated Amortization 11,977,111 11,919,106
Other Assets 3,565,206 2,095,578
Notes Receivable 1,500,770 --
--------------------------------------------
Total Assets $ 35,470,643 $ 34,769,064
============================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 2,045,767 $ 2,511,280
Current Portion of Notes Payables 2,755,580 4,094,861
Current Portion of Capital Lease Obligations 485,509 397,371
Income Tax Payable 116,000 116,000
Customer Deposits 20,336 23,640
--------------------------------------------
Total Current Liabilities 5,423,192 7,143,152
Capital Lease Obligations, Less Current Portion 665,296 502,239
Notes Payable and Debentures Less Current Portion 9,103,166 8,496,605
Deferred Income Tax Liability 802,000 702,000
--------------------------------------------
10,570,462 9,700,844
Shareholders' Equity:
Preferred Stock, $. 10 par value; 4,000,000 and 1,000,000
Shares Authorized; None Outstanding -- --
Preferred Stock, $.01 par value; 40,000 and No Shares
Authorized; 28,869 Outstanding 289 430
Common Stock, $.001 par value; 26,000,000 and 10,000,000
Shares Authorized; 5,176,559 and 4,629,699
Shares Issued and Outstanding 5,177 4,630
Additional Paid-in Capital 19,265,279 18,625,685
Warrant Subscriptions Receivable (208,003) (258,003)
Deficit (444,904) (471,017)
--------------------------------------------
19,507,646 17,955,725
Less Cost of Treasury Stock: 11,824 Shares (30,657) (30,657)
--------------------------------------------
Total Shareholders' Equity 19,476,989 17,925,068
--------------------------------------------
Total Liabilities and Shareholders' Equity $35,470,643 $ 34,769,064
============================================
</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,
---------------------------------
1998 1997
---------------------------------
<S> <C> <C>
Revenues $6,204,444 $2,662,860
Costs and expenses:
Operating costs 4,095,467 1,920,952
Administrative and selling expenses 1,025,666 606,309
Amortization of intangibles 162,323 4,818
---------------------------------
Total 5,283,456 2,532,079
---------------------------------
Operating profit 920,988 130,781
Other, net (359,503) (60,834)
---------------------------------
Income from continuing operations $ 561,485 $ 69,947
Discontinued operations, net of taxes 14,102 (60,090)
---------------------------------
Net income $ 575,587 $ 150,037
Preferred stock dividend (77,842) --
---------------------------------
Net income available to common shareholders $ 497,745 $ 150,037
=================================
Earnings per share - diluted:
Continuing operations $ .10 $ .03
Discontinued operations, net of taxes $ -- $ .04
=================================
$ .10 $ .07
=================================
Weighted average shares outstanding - basic 4,654,849 2,317,524
=================================
Earnings per share - diluted:
Continuing operations $ .08 $ .03
Discontinued operations, net of taxes $ .00 $ .03
=================================
$ .08 $ .06
=================================
Weighted average shares outstanding - basic 6,840,470 2,782,306
=================================
</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,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income $ 575,587 $ 135,07
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization 408,844 196,817
Provision for doubtful notes and accounts receivable 108,000 133,365
Changes in operating assets and liabilities:
(Decrease) increase in accounts receivable (186,964) (547,316)
Increase in notes receivables (1,500,700) (288,147)
Increase in inventories (195,855) (42,244)
Increase in prepaid expenses and other current assets (167,558) (127,111)
(Decrease) in asset held for sale (2,632,909) (23,906)
(Decrease) increase in accounts payable and accrued
expenses (465,513) 46,257
Increase in deferered income taxes (100,000) (270,868)
(Decrease) increase in customer deposits (3,304) 11,896
-------------------------
Net cash used in operating activities (122,082) (776,182)
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES
Purchase of property plant and equipment, net (494,623) (77,083)
-------------------------
Net cash (used in) provided by investing activities (494,623) 678,155
</TABLE>
4
<PAGE> 5
MED/WASTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
----------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in capital leases, net 251,195 --
Decrease in line of credit and notes payable, net (732,720) (101,685)
Proceeds from stock subscription receivable 50,000
Issuance of common shares 330,000 716,221
---------------------------
Net cash provided by financing activities 101,525 578,708
---------------------------
Increase (decrease) in cash and cash equivalents (474,066) 480,681
Cash and cash equivalents at beginning of year 984,704 120,917
---------------------------
Cash and cash equivalents at end of year $ 510,642 $ 601,598
===========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 280,000 $ 54,000
===========================
Issuance of common stock for acquistion of Med Waste, Inc. $ 310,000 288,000
===========================
</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 the provision of medical waste management and
commercial cleaning services. The medical waste management operations are
conducted through Safety Disposal System, Inc. ("SDS"), Safety Disposal System
of South Carolina, Inc. ("SDSSC"), Safety Disposal System of Georgia, Inc.
("SDSGA"), Incendere and Safety Disposal System of Pennsylvania, Inc. ("SDSPA").
SDS, SDSSC, SDSGA, SDSVA and SDSPA are sometimes collectively referred to herein
as the "Waste Companies". The Company commercial cleaning services operations,
conducted through The Kover Group, Inc. ("Kover") were sold on January 30, 1998.
Operating results for the three-month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 1998. 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, 1997.
2. ACQUISITIONS.
On March 31, 1998, the Company purchased the capital stock of MedWaste, Inc, an
unrelated Pennsylvania corporation. The purchase price was $310,000 payable in
41,000 shares of the Company's common stock at closing. The stock issued for the
purchase is guaranteed by the Company at the end of two years for $7.50 per
share.
3. DEBENTURES AND NOTES PAYABLE
Debentures and Notes payable consist of the following at March 31, 1998:
<TABLE>
<S> <C>
10% Convertible Redeemable Debentures
due July 1, 2000 $ 1,124,341
Term Loan 5,916,667
Line of Credit 2,364,330
Notes payable 2,453,408
---------------
Total notes payable 11,858,746
Less: current portion 2,755,580
---------------
Total $ 9,103,166
===============
</TABLE>
6
<PAGE> 7
During the three months ended March 31, 1998 and 1997 interest expense was
approximately $280,000 and $61,000 respectively.
The Company has a line of credit with a bank for $3,000,000. The line of credit
is a demand note and bears interest at a prime plus 1%. Interest is payable
monthly. At March 31, 1998, the Company had $2,364,000 in outstanding borrowings
under the line. Substantially all of the Company's assets are collateral for the
loan. In addition, the Company is a party to a $6.5 million term loan, with its
bank. The term loan bears interest at a rate of prime plus 1%, and is payable
$33,333 in principal plus interest monthly with a balloon payment on April 30,
1999.
4. NET INCOME PER COMMON SHARE
A reconciliation of the numerator and denominator of earnings per share for the
quarters ended March 31 follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
<S> <C> <C> <C> <C> <C> <C>
Income (loss) $575,587 $69,947
before
discontinued
operations
Less: Preferred 77,842
stock dividends
Basic EPS
Income available $ 497,745 4,862,629 0.10 $69,947 2,317,524 .03
to ------------ ----
common
shareholders
Effect of Dilutive
Securities
Warrants 346,853 60,000
Options 1,132,698 404,782
Reduction of 39,467 498,290 15,750
------- -------
interest
Diluted EPS
Income (loss) $ 537,212 6,840,470 0.08 $85,697 2,782,306 .03
---------- --------- ------------ -------- --------- ----
available to
common
shareholders
</TABLE>
7
<PAGE> 8
5. SALE OF KOVER
On January 30, 1998, the Company sold 100% of the common stock of Kover to MPK.
The selling price approximated the book value of Kover, accordingly no material
gain or loss is expected in 1998. Mr. Kubec was the president and chief
executive officer of Kover and a director of the Company. The Company received
aggregate consideration for the sale of Kover of $2.7 million, payable $1.2
million in cash at closing and the balance of $1.5 million in promissory notes.
The Company received two promissory notes, one for $960,000 from MPK (the "MPK
Note") and one for $540,000 from Kover (the "Kover Note"). The MPK Note is
payable interest only monthly at the rate of 8.25% per annum, with the principal
balance due at the end of five years. The Kover note is payable interest only
monthly at the rate of 8.25% per annum with the principal due at the end of
seven years. The MPK Note is guaranteed by Kover and the Kubecs and is secured
by a debt pledge of 100% of the capital stock of Kover. The Kover Note is
guaranteed by MPK. The MPK and Kover Notes are subordinate to $1.6 million in
financing received in January 1998 by MPK. The Kubec Guarantee is secured by a
pledge of 20,000 shares of common stock of the Company owned by the Kubecs. The
Company did not guarantee any of the buyers debt. The Company believes that the
buyer will be able to service the debt from the operations of Kover.
For the quarter ended March 31, 1998, the net loss from Kover was ($2,948) with
the sale of Kover creating a gain of $17,050; both are reported as discontinued
operations.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH MARCH 31, 1997
REVENUES. For the three months ended March 31, 1998, the Company had
revenues of $6,204,444 up 133% from $2,662,860 for the comparable period in
1997. The higher revenues for the current three month period was primarily due
to the inclusion of revenues from Incendere, which the Company acquired in
November 1997, SDSGA, which the Company acquired in September 1997 and SDSPA,
which the company acquired in November 1997.
OPERATING COSTS. Consolidated operating costs amounted to $4,095,467 in
the three months ended March 31, 1998 period as compared to $1,920,952 for the
same period in 1997. The increase is primarily attributable to the inclusion of
LI, SDSGA, and SDSPA, which the Company acquired in the last half of 1997.
ADMINISTRATIVE AND SELLING EXPENSES. Administrative and selling
expenses as a percentage of revenue decreased to 17% in the three months ended
March 31, 1998 from 22% for the same period for 1997 due to synergistic cost
savings in corporate overhead.
OPERATING PROFIT. The Company recorded an operating profit of $902,988
for the three months ended March 31, 1998 as compared to $130,781 in the
comparable 1997 period. The increase was primarily attributable to the inclusion
of net revenue from SDSVA, SDSGA, and SDSPA.
OTHER, NET. Other, net increased to an expense of ($359,503) in the
three months ended March 31, 1998 as compared to expense of ($60,834) for the
same period in 1997 primarily due to the interest expense on the term loan used
in the purchase of Incendere.
NET INCOME. Net income for the third quarter of 1998 rose to $575,587
or $.10 per primary share, compared to a net income of $69,947 from continuing
operations, or $.03 per primary share for the same period in 1997. The increase
was primarily attributable to the inclusion of net revenue from Incendere,
SDSGA, and SDSPA.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital at March 31, 1998 amounted to $2,069,270
compared to $2,974,425 at December 31, 1997. During the three months ended March
31, 1998 cash decreased by $474,066 to $510,642. Operating activities used
$122,082 of cash, principally due to the increase in accounts receivable and
prepaid expenses. Investing activities used $494,623 in cash principally due to
the purchase of equipment; and Financing activities provided $101,525 of cash.
The Company has an agreement with a bank, whereby the Company can
borrow up to $3,000,000 under a revolving line of credit. At March 31,1998 the
Company had approximately $2,364,000 in borrowings under the line. Substantially
all of the Company's assets, other than the incineration facility, are
collateral for the loan. In addition, the Company entered into a $6.5 million
term loan, with its bank. The term loan bears interest at a rate of prime plus
1% and is payable $83,333 in principal plus interest monthly with a balloon
payment on April 30, 1999.
9
<PAGE> 10
On January 30, 1998, the Company sold 100% of the common stock of Kover
to MPK. The selling price approximated the book value of Kover, accordingly no
material gain or loss is expected in 1998.Mr. Kubec was the president and chief
executive officer of Kover and a director of the Company. The Company received
aggregate consideration for the sale of Kover of $2.7 million, payable $1.2
million in cash at closing and the balance of $1.5 million in promissory notes.
The Company received two promissory notes, one for $960,000 from MPK (the "MPK
Note") and one for $540,000 from Kover (the "Kover Note"), The MPK Note is
payable interest only monthly at the rate of 8.25% per annum, with the principal
balance due at the end of five years. The Kover note is payable interest only
monthly at the rate of 8.25% per annum with the principal due at the end of
seven years. The MPK Note is guaranteed by Kover and the Kubecs and is secured
by a debt pledge of 100% of the capital stock of Kover. The Kover Note is
guaranteed by MPK. The MPK and Kover Notes are subordinate to $1.6 million in
financing received in January 1998 by MPK. The Kubec Guarantee is secured by a
pledge of 20,000 shares of common stock of the Company owned by the Kubecs. The
Company did not guarantee any of the buyers debt. The Company believes that the
buyer will be able to service the debt from the operations of Kover.
On March 31, 1998, the Company purchased the capital stock of MedWaste,
Inc., an unrelated Pennsylvania corporation. The purchase price was $310,000
payable in 41,000 shares of the Company's common stock at closing. The stock
issued in connection with the purchase is guaranteed by the Company at the end
of two years for $7.50 per share.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
None.
10
<PAGE> 11
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 14, 1998 /s/ Daniel A. Stauber
------------------ ----------------------------------------
Daniel A. Stauber,
President and Chief
Executive Officer
Date: May 14, 1998 /s/ Michael D. Elkin
------------------ ---------------------------------------
Michael D. Elkin,
Vice President and Chief
Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MED/WASTE, INC. FOR THE THREE MONTHS ENDED MARCH 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 510,642
<SECURITIES> 0
<RECEIVABLES> 5,643,975
<ALLOWANCES> (108,000)
<INVENTORY> 434,508
<CURRENT-ASSETS> 7,492,462
<PP&E> 10,935,094
<DEPRECIATION> (1,307,319)
<TOTAL-ASSETS> 35,470,643
<CURRENT-LIABILITIES> 5,523,192
<BONDS> 0
0
0
<COMMON> 5,177
<OTHER-SE> 19,471,812
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 6,204,444
<TOTAL-REVENUES> 6,204,444
<CGS> 4,095,467
<TOTAL-COSTS> 5,283,456
<OTHER-EXPENSES> 359,503
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 14,102
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 575,587
<EPS-PRIMARY> .10
<EPS-DILUTED> .08
</TABLE>
