<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 22, 1996
COMMUNITY MEDICAL TRANSPORT, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-24640 13-3507464
- --------------- --------------------- ----------------------
(State or Other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
45 Morris Street, Yonkers, New York 10705
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 963-6666
----------------------------
================================================================================
<PAGE>
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Financial Statements of Elite Ambulance & Medical Coach, Inc.
(i) (A) Report of Independent Auditors.
(B) Balance Sheet as of December 31, 1995.
(C) Statement of Operations and Retained Earnings for
the year ended December 31, 1995.
(D) Statement of Cash Flows for the year ended
December 31, 1995.
(E) Notes to the Financial Statements.
(ii) (A) Accountants Compilation Report
(B) Balance Sheet as of June 30, 1996 (unaudited).
(C) Statement of Income and Retained Earnings for the
six months ended June 30, 1996 (unaudited).
(D) Statement of Cash Flows for the six months ended
June 30, 1996 (unaudited).
(E) Notes to the Financial Statements
(b) Pro Forma Financial Statements of the Company
(i) Pro-Forma Consolidated Balance Sheet as of June 30, 1996.
(ii) Pro-Forma Consolidated Statement of Income for the six
months ended June 30, 1996.
(iii) Pro-Forma Consolidated Statement of Income for the year
ended December 31, 1996.
(iv) Notes to Pro-Forma Consolidated Financial Statements
(c) Exhibit
(i) Asset Purchase Agreement, dated as of February 23, 1996,
among the Company, Elite Ambulance & Medical Coach, Inc.
and shareholders of Elite Ambulance & Medical Coach, Inc.*
(ii) One Year Promissory Note, dated as of August 15, 1996,
between the Company and Elite Ambulance & Medical Coach,
Inc.*
(iii) Consent of Giordano, Cohen, Shafman, Haimann & Co., P.A.
- ---------------
* Previously filed with this Current Report
2
<PAGE>
FINANCIAL STATEMENT INDEX
(a) Financial Statements of Elite Ambulance & Medical Coach, Inc.
(i) (A) Report of Independent Auditors. 4
(B) Balance Sheet as of December 31, 1995. 5
(C) Statement of Operations and Retained Earnings for
the year ended December 31, 1995. 6
(D) Statement of Cash Flows for the year ended
December 31, 1995. 7
(E) Notes to the Financial Statements. 8
(ii) (A) Accountants Compilation Report 11
(B) Balance Sheet as of June 30, 1996 (unaudited). 12
(C) Statement of Income and Retained Earnings for the
six months ended June 30, 1996 (unaudited). 13
(D) Statement of Cash Flows for the six months ended
June 30, 1996 (unaudited). 14
(E) Notes to the Financial Statements 15
(b) Pro Forma Financial Statements of the Company
(i) Pro-Forma Consolidated Balance Sheet as of June 30, 1996. 16
(ii) Pro-Forma Consolidated Statement of Income for the six
months ended June 30, 1996. 18
(iii) Pro-Forma Consolidated Statement of Income for the year
ended December 31, 1995. 19
(iv) Notes to the Pro-Forma Consolidated Financial Statements 20
3
<PAGE>
GIORDANO, COHEN, SHAFMAN, HAIMANN & CO., P.A. LETTERHEAD
Independent Auditors' Report
To the Board of Directors
Elite Ambulance and Medical Coach, Inc.
Orange, New Jersey
We have audited the accompanying balance sheet of Elite Ambulance and Medical
Coach, Inc. as of December 31, 1995 and the related statement of operations and
retained earnings and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Elite Ambulance and Medical
Coach, Inc., as of December 31, 1995 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Giordano, Cohen, Shafman, Haimann & Co., P.A.
- --------------------------------------------------
Giordano, Cohen, Shafman, Haimann & Co., P.A.
Certified Public Accountants
Florham Park, New Jersey
February 20, 1996
-4-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Balance Sheet
December 31, 1995
<TABLE>
<S> <C> <C>
Assets
Current assets:
Cash $ 5,781
Accounts receivable 88,275
Prepaid expenses 52,193
Other current assets 2,225
-------
Total current assets $ 148,474
Property and equipment:
Vehicles 199,648
Office equipment 27,004
Radios and medical equipment 17,337
--------
243,989
Less: Accumulated depreciation 74,072
--------
169,917
Other asset - Organization costs,
net of amortization of $548 91
--------
Total assets $ 318,482
=========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of lease payable $ 7,366
Current portion of loans payable 27,645
Accounts payable 45,384
Accrued expenses 62,447
Accrued income taxes 35,400
--------
Total current liabilities $ 178,242
Long term debt:
Lease payable, net of current portion 6,579
Loans payable, net of current portion 7,409
--------
Total liabilities 192,230
Stockholders' equity:
Common stock - no par value; 2,500
shares authorized; 300 shares
issued and outstanding 15,000
Retained earnings 111,252
--------
Total stockholders' equity 126,252
--------
Total liabilities and stockholders' equity $ 318,482
=========
</TABLE>
See independent auditors' report and notes to financial statements.
-5-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Statement of Operations and Retained Earnings
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Amount Percent
------ -------
<S> <C> <C>
Sales $ 2,917,518 100.0%
Cost of sales 1,838,873 63.1
----------- -----
Gross profit 1,078,645 36.9
General & administrative expenses 812,277 27.9
----------- -----
Income from operations 266,368 9.0
Other income (expenses):
Interest expense (5,909) (0.2)
Gain (loss) on sale of assets (6,648) (0.2)
Forgiveness of indebtedness 13,500 0.5
Other expense (14,119) (0.5)
----------- -----
(13,176) 3.3
----------- -----
Income before income taxes 253,192 8.6
Provision for income taxes:
State 22,900 0.8
Federal 73,300 2.5
----------- -----
96,200 3.3
----------- -----
Net income 156,992 5.3%
=====
Retained earnings:
Beginning of year (45,740)
-----------
End of year $ 111,252
===========
</TABLE>
See independent auditors' report and notes to financial statements.
-6-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Statement of Cash Flows
For the Year Ended December 31, 1995
<TABLE>
<S> <C>
Operating activities:
Net income $ 156,992
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 47,362
Loss on sale of assets 6,648
Changes in operating assets and liabilities:
Increase in accounts receivable (6,292)
Increase in prepaid expenses and
other assets (22,916)
Decrease in deferred tax asset 35,800
Increase in accounts payable and accrued
expenses 37,735
Increase in accrued income taxes 35,400
---------
Net cash provided by operating activities 290,729
Investing activities:
Purchase of property and equipment (155,149)
---------
Net cash used in investing activities (155,149)
Financing activities:
Principle payments on long term debt (79,685)
Principle payments on stockholder loans (20,000)
---------
Net cash used in financing activities (99,685)
---------
Increase in cash 35,895
Cash (overdraft) at beginning of year (30,114)
---------
Cash at end of year $ 5,781
=========
</TABLE>
See independent auditors' report and notes to financial statements.
-7-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Notes to Financial Statements
December 31, 1995
Note 1 - Nature of Business:
The Company incorporated on July 21, 1991 in New Jersey and is engaged
in invalid transportation and ambulance services. The Company's office
is located in Orange, New Jersey and services the surrounding areas.
The services of the Company are paid for by Medicaid, Medicare, various
insurance companies and private patients. In 1994 the new management
provided greater emphasis of the business on invalid transportation.
Note 2 - Summary of Significant Accounting Policies:
(A) Cash and cash equivalents - For purposes of reporting cash flows,
the Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
(B) Accounts receivable - The Company considers accounts receivable to
be fully collectible; accordingly, no allowance for doubtful
accounts is required. If amounts become uncollectible, they will
be charged to operations when that determination is made.
(C) Property and equipment - Property and equipment is stated at cost.
Depreciation is principally calculated ont he straight-line method
over the estimated useful lives of individual assets.
The following is a summary of lives used in computing depreciation
expense:
Description Useful life
----------- -----------
Vehicles 2 - 5 years
Office equipment 7 years
Radios and medical equipment 5 years
The amortization expense on assets acquired under capital leases
is included with depreciation expense on owned assets.
(D) Income taxes - Deferred income taxes are provided for temporary
differences arising from differences in recognizing revenues and
related costs for financial statements and tax purposes. The
Company has elected to account for these differences using the
balance sheet method as prescribed by Statement of Financial
Accounting Standards No. 109, whereby the related tax consequences
are based on estimated tax to be incurred when these differences
reverse.
-8-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Notes to Financial Statements
December 31, 1995
Note 3 - Long Term Debt:
Flemington National Bank and Trust Due March 14,
1997, payable $2,517 monthly, including interest
at 2% above the bank's prime rate, which was
8.75% at December 31, 1995; secured by
substantially all of the assets $ 35,054
Less: current portion 27,645
--------
$ 7,409
========
Debt at December 31, 1995 is scheduled to mature as follows:
1996 $ 27,645
1997 7,409
Note 4 - Capitalized Lease Obligations:
The Company leases a vehicle under a capitalized lease. The economic
substance of the lease is that the Company is financing the acquisition
of the asset through the lease. Accordingly, the Company has
capitalized the vehicle in the amount of $22,000, less accumulated
depreciation of $7,154.
The following is a schedule of the future minimum payments acquired
under the lease together with their present value as of December 31,
1995:
Years ending December 31,
1996 $ 8,172
1997 6,810
--------
Total minimum lease payments 14,982
Less: amount representing interest 1,037
--------
Present value of minimum lease payments $ 13,945
========
-9-
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Notes to Financial Statements
December 31, 1995
Note 5 - Income Taxes:
The Company's effective tax rate differs from expected federal income
tax rate as follows:
% of
Pretax
Amount Income
------ ------
Tax at statutory rate $ 86,000 34.0%
Surtax exemption (11,750) (4.6)
5% surcharge 6,850 2.6
State income tax, net of
federal benefit 15,100 6.0
-------- ----
$ 96,200 38.0
======== =====
Note 6 - Commitments:
The Company has a contract with ICC, Inc. to provide computerized sales
and accounts receivable service. The agreement has a minimum charge of
$850 per month through March 31, 1997.
The Company leases a vehicle under an operating lease for $749 per
month. The vehicle is then subleased to a related company. These
transactions are offset.
Note 7 - Related Party Transactions:
The Company leases its premises from a related party under an operating
lease. The current lease expiring October 31, 1996 is for $5,000 per
month. The total rent paid to the related party in 1995 was $110,000.
The Company purchased used vehicles and rented vehicles from a related
party. During 1995, $78,000 was paid to the party for the purchase of
the vehicles and $26,000 was paid for rental.
-10-
<PAGE>
[LETTERHEAD OF GIORDANO, COHEN, SHAFMAN, HAIMANN & CO., P.A.]
To the Board of Directors
Elite Ambulance and Medical Coach, Inc.
Orange, New Jersey
We have compiled the accompanying balance sheet of Elite Ambulance and Medical
Coach, Inc. as of June 30, 1996 and the related statement of income and retained
earnings and statement of cash flows for the six months then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the footnote disclosures
required by generally accepted accounting principles. If the omitted disclosures
were included in the financial statements, they might influence the user's
conclusions about the Company's financial position and results of operations.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.
Giordano, Cohen, Shafman, Haimann & Co., P.A.
Certified Public Accountants
Florham Park, New Jersey
July 22, 1996
11
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Balance Sheet
June 30, 1996
Assets
<TABLE>
<CAPTION>
<S> <C> <C>
Current assets:
Cash $ 22,950
Accounts receivable 101,351
Prepaid expenses 28,260
Other current assets 2,078
--------
Total current assets $ 154,639
Property and equipment:
Vehicles 205,848
Office equipment 33,010
Radios and medical equipment 17,337
--------
256,195
Less: Accumulated depreciation 123,056
--------
133,139
Other asset - Organization costs,
net of amortization of $614 25
---------
Total assets $ 287,803
=========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of lease payable $ 7,366
Loans payable 21,524
Accounts payable 52,810
Accrued expenses 35,836
Accrued income taxes 17,275
--------
Total current liabilities $ 134,811
Long term debt:
Lease payable, net of current portion 2,444
---------
Total liabilities 137,255
Stockholders' equity:
Common stock - no par value; 2,500
shares authorized; 300 shares
issued and outstanding 15,000
Retained earnings 135,548
--------
Total stockholders' equity 150,548
---------
Total liabilities and stockholders' equity $ 287,803
=========
</TABLE>
See accompanying accountants' compilation report.
12
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Statement of Income and Retained Earnings
For the Six Months Ended June 30, 1996
<TABLE>
<CAPTION>
Amount Percent
----------- --------
<S> <C> <C>
Sales $ 1,396,315 100.0%
Cost of sales 905,795 64.9
---------- ------
Gross profit 490,520 35.1
General & administrative expenses 429,330 30.7
---------- ------
Income from operations 61,190 4.4
Other income (expenses):
Interest expense (3,535) (.3)
---------- -----
Income before income taxes 57,655 4.1
Provision for income taxes:
State 5,189 .4
Federal 28,170 2.0
---------- -----
33,359 2.4
---------- -----
Net Income 24,296 1.7%
=====
Retained earnings:
Beginning of period 111,252
----------
End of period $ 135,548
===========
</TABLE>
See accompanying accountants' compilation report.
13
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Statement of Cash Flows
For the Six Months Ended June 30, 1996
<TABLE>
<CAPTION>
<S> <C>
Operating activities:
Net income $ 24,296
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 49,050
Changes in operating assets
and liabilities:
Increase in accounts receivable (13,076)
Decrease in prepaid expenses and other assets 24,080
Decrease in loans payable (6,121)
Decrease in accounts payable and
accrued expenses (19,185)
Decrease in accrued income taxes (18,125)
----------
Net cash provided by operating activities 40,919
----------
Investing activities:
Purchase of property and equipment (12,206)
----------
Net cash used in investing activities (12,206)
----------
Financing activities:
Principle payments on long term debt (11,544)
----------
Net cash used in financing activities (11,544)
----------
Increase in cash 17,169
Cash at beginning of period 5,781
----------
Cash at end of period $ 22,950
==========
</TABLE>
See accompanying accountants' compilation report.
14
<PAGE>
Elite Ambulance and Medical Coach, Inc.
Notes to Financial Statement
June 30, 1996
Note 1 - Nature of Business:
The Company incorporated on July 21, 1991 in New Jersey and is engaged
in invalid transportation and ambulance services. The Company's office
is located in Orange, New Jersey and services the surrounding areas.
The services of the Company are paid for by Medicaid, Medicare, various
insurance companies and private patients. In 1994 the new management
provided greater emphasis of the business on invalid transportation.
Note 2 - Summary of Significant Accounting Policies:
(A) Cash and cash equivalents - For purposes of reporting cash flows,
the Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
(B) Accounts receivable - The Company considers accounts receivable to
be fully collectible; accordingly, no allowance for doubtful
accounts is required. If amounts become uncollectible, they will
be charged to operations when that determination is made.
(C) Property and equipment - Property and equipment is stated at cost.
Depreciation is principally calculated on the straight-line method
over the estimated useful lives of individual assets.
The following is a summary of lives used in computing depreciation
expense:
Description Useful life
----------- -----------
Vehicles 2 - 5 years
Office equipment 7 years
Radios and medical equipment 5 years
The amortization expense on assets acquired under capital leases
is included with depreciation expense on owned assets.
(D) Income taxes - Deferred income taxes are provided for temporary
differences arising from differences in recognizing revenues and
related costs for financial statements and tax purposes. The
Company has elected to account for these differences using the
balance sheet method as prescribed by Statement of Financial
Accounting Standards No. 109, whereby the related tax consequences
are based on estimated tax to be incurred when these differences
reverse.
See accompanying accountants' compilation report.
15
<PAGE>
COMMUNITY MEDICAL TRANSPORT INC.,
ELITE AMBULANCE AND MEDICAL COACH, INC. AND HUDVALCO., INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
<TABLE>
<CAPTION>
Pro-Forma
Community Medical Elite Ambulance Hudvalco, Inc. Elimination's
Transport, Inc. Medical Coach, Inc. Elite Ambulance
CURRENT ASSETS: Historical Historical Historical See Note A
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash $ 329,000 $ 22,950 $ 135,954 ($ 22,950)
Short Term Investments 3,560,000
Accounts Receivable - Net 2,646,000 101,351 3,357,612 (101,351)
Due From Related Parties 18,736
Prepaid Expenses and Other Current Assets 1,209,000 30,338 155,543 (30,338)
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 7,744,000 154,639 3,667,845 (154,639)
Property & Equipment - Net 1,948,000 133,139 981,508 (133,139)
Customer Lists - Net 783,000
Licenses _ Net 513,000
Intangible Assets - Net 267,521
other Assets 1,205,000 25 19,856 (25)
Goodwill - Net 686,000
Security Deposits 14,237
--------------------------------------------------------------------------------
TOTAL ASSETS $12,879,000 $287,803 $4,950,967 ($287,803)
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Pro-Forma
Elimination's Adjustments Adjustments
Hudvalco, Inc. From Elite Ambulance Total
See Note A & Hudvalco, Inc. Ref Ref
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash ($135,954) $12,000 (B-2) $341,000
Short Term Investments (3,000,000)(B-1) $5,896,000(C)
(3,059,529)(B-1)
(379,788)(B-2) 3,016,683
Accounts Receivable - Net (3,357,612) 101,000 (B-2) 2,747,000
Due From Related Parties (18,736)
Prepaid Expenses and Other Current Assets (155,543) 10,000 (B-2) 1,219,000
-------------------------------------------------------------------------------
TOTAL CURRENT ASSETS (3,667,845) (6,316,317) 5,896,000 7,323,683
Property & Equipment - Net (981,508) 150,000 (B-2) 3,116,492
1,018,492 (B-1)
Customer Lists - Net 177,070 (B-2) 2,953,906
1,993,836 (B-1)
Licenses _ Net 513,000
Intangible Assets - Net (267,521)
other Assets (19,856) 1,205,000
Goodwill - Net 359,506 (B-2) 5,033,178
3,987,672 (B-1)
Security Deposits (14,237) 0
-------------------------------------------------------------------------------
TOTAL ASSETS ($4,950,967) $1,370,259 $5,896,000 $20,145,259
-------------------------------------------------------------------------------
</TABLE>
See (A), (B-1),(B-2), (C) accompanying notes.
16
<PAGE>
COMMUNITY MEDICAL TRANSPORT INC.,
ELITE AMBULANCE AND MEDICAL COACH, INC. AND HUDVALCO., INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
<TABLE>
<CAPTION>
Pro-Forma
Community Medical Elite Ambulance Hudvalco, Inc. Elimination's
Transport, Inc. Medical Coach, Inc. Elite Ambulance
CURRENT LIABILITIES: Historical Historical Historical See Note A
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loan Payable $ 21,524 $ 61,685 ($ 21,524)
Accounts Payable and Accrued Expenses $ 1,060,000 105,921 528,956 (105,921)
Accrued Payroll and Related Taxes 134,713
Current Portion - Long Term debt 1,091,000 326,175
Current Portion - Capital Leases 7,000 7,366 22,456 (7,366)
Deferred Taxes 1,015,000 269,928
Payroll Tax Settlement 281,304
------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 3,173,000 134,811 1,625,217 (134,811)
------------------------------------------------------------------------------------
LONG TERM DEBT:
Long Term Debt 2,225,000 1,002,884
Capital Lease Obilgations 2,444 (2,444)
Due to Related Parties 183,971
------------------------------------------------------------------------------------
TOTAL LONG TERM DEBT 2,225,000 2,444 1,186,855 (2,444)
------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred Stock
Common Stock 3,000 15,000 6,000 (15,000)
Capital in Excess of Par Value 6,649,000
Retained Earnings 829,000 135,548 2,218,895 (135,548)
Note Receivable Shareholder (86,000)
------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 7,481,000 150,548 2,138,895 (150,548)
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $12,879,000 $287,803 $4,950,967 ($287,803)
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Pro-Forma
Elimination's Adjustments Adjustments
Hudvalco, Inc. From Elite Ambulance Total
See Note A & Hudvalco, Inc.
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loan Payable ($61,685) $50,000(B-2) $50,000
Accounts Payable and Accrued Expenses (528,956) 1,060,000
Accrued Payroll and Related Taxes (134,713) 0
Current Portion - Long Term debt (326,175) 940,471(B-1) 2,031,471
Current Portion - Capital Leases (22,456) 7,000
Deferred Taxes (269,928) 1,015,000
Payroll Tax Settlement (281,304) 0
-------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES (1,625,217) 990,471 0 4,163,471
-------------------------------------------------------------------------------
LONG TERM DEBT:
Long Term Debt (1,002,884) 379,788(B-2) 2,604,788
Capital Lease Obilgations
Due to Related Parties (183,971)
-------------------------------------------------------------------------------
TOTAL LONG TERM DEBT (1,186,855) 379,788 2,604,788
-------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred Stock 5,896,000(C) 5,896,000
Common Stock (6,000) 3,000
Capital in Excess of Par Value 6,649,000
Retained Earnings (2,218,895) 829,000
Note Receivable Shareholder 86,000
-------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (2,138,895) 5,896,000 13,377,000
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY ($4,950,967) $1,370,259 $5,896,000 $20,145,259
-------------------------------------------------------------------------------
</TABLE>
See (A), (B-1),(B-2), (C) accompanying notes.
17
<PAGE>
COMMUNITY MEDICAL TRANSPORT INC., ELITE AMBULANCE AND MEDICAL COACH, INC. ,
AND HUDVALCO, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996
JUNE 30, 1996
( 000 OMITTED )
<TABLE>
<CAPTION>
Elite Hudvalco, Inc.
Community Medical Elite Ambulance Hudvalco, Inc. Pro-Forma Pro-Forma
Transport, Inc. Medical Coach, Inc. Adjustments Ref Adjustment Ref Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue - Net $5,504 $1,396 $4,293 $0 $0 $11,193
OPERATING EXPENSES:
Salaries & Benefits 2,204 643 2,193 (42) (1) (125)(1) 4,873
Fleet Maintenance & Supplies 434 119 234 (12) (1) 775
Insurance 447 84 112 (21) (1) 622
Rent 78 15 87 (25) (1) 155
Depreciation & Amortization 138 45 213 (22) (4) 39 (4) 413
Provision For Doubtful Accounts 151 151
----------------------------------------------------------------------------------------------
OPERATING EXPENSES 3,301 906 2,990 (122) (86) 6,989
GROSS PROFIT 2,203 490 1,303 122 86 4,204
Selling, General and
Administration Expenses 1,524 429 878 2,831
----------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 679 61 425 122 86 1,373
Interest Income
(Expenses) - Net (76) (4) (73) 0 24 (2) (129)
----------------------------------------------------------------------------------------------
INCOME BEFORE PROVISIONS
FOR INCOME TAXES 603 57 352 122 110 1,244
Income Taxes - Historical 263 33 93 389
Pro Forma Income Taxes 0 (9) 58 52 (3) 43 (3) 144
----------------------------------------------------------------------------------------------
TOTAL INCOME TAXES 263 24 151 52 43 533
NET INCOME/PRO FORMA 340 33 201 70 67 711
----------------------------------------------------------------------------------------------
PRO FORMA NET INCOME
PER SHARE $0.10 $0.16
======== ========
Weighted Average Shares used in
Pro Forma Computation 3,556 (5) 5,592
======== ========
</TABLE>
See (1),(2),(3),(4), (5) accompanying notes.
18
<PAGE>
COMMUNITY MEDICAL TRANSPORT INC., ELITE AMBULANCE AND MEDICAL COACH, INC. ,
AND HUDVALCO, INC.
PRO-FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
( 000 OMITTED )
<TABLE>
<CAPTION>
Elite Hudvalco, Inc.
Community Medical Elite Ambulance Hudvalco, Inc. Pro-Forma Pro-Forma
Transport, Inc. Medical Coach, Inc. Adjustments Ref Adjustments Ref Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue - Net $6,653 $2,916 $9,448 $0 $0 $19,017
OPERATING EXPENSES:
Salaries & Benefits 2,571 1,269 5,774 (84)(1) (250)(1) 9,280
Fleet Maintenance & Supplies 520 246 508 (24)(1) 1,250
Insurance 536 225 226 (41)(1) 946
Rent 87 55 174 (50)(1) 266
Depreciation & Amortization 217 43 465 6 (4) 39 (4) 770
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OPERATING EXPENSES 3,931 1,838 7,147 (193) (211) 12,512
GROSS PROFIT 2,722 1,078 2,301 193 211 6,505
Selling, General and
Administration Expenses 1,760 812 1,413 3,985
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INCOME FROM OPERATIONS 962 266 888 193 211 2,520
Interest Income
(Expenses) - Net 80 (13) (182) (26) (18)(2) (159)
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INCOME BEFORE PROVISIONS
FOR INCOME TAXES 1,042 253 706 167 193 2,361
Income Taxes - Historical 450 96 (399) 0 0 147
Pro Forma Income Taxes 0 12 702 72 (3) 83 (3) 869
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TOTAL INCOME TAXES 450 108 303 72 83 1,016
NET INCOME/PRO FORMA 592 145 403 95 110 1,345
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PRO FORMA NET INCOME
PER SHARE $0.19 $0.27
====== ======
Weighted Average Shares used in
Pro Forma Computation 3,145 (5) 5,582
===== ======
</TABLE>
See (1),(2),(3),(4), (5) accompanying notes.
19
<PAGE>
Community Medical Transport, Inc.
Notes to Pro-Forma Consolidated Financial Statements
Overview The Pro-Forma consolidated financial statements reflect the
acquisitions of vehicles, intangibles, other assets and certain
liabilities of the following two companies.
1) Hudvalco, Inc. ("Hudvalco") and Harvey H. McGeorge, Inc.
("HMM").
On August 15, 1996, a wholly-owned subsidiary, Century Ambulance
and Ambulette Inc., ("Century") of Community Medical Transport,
Inc. (The "Company") completed the purchase from Hudvalco, Inc.
("Hudvalco") and Harvey H. McGeorge, Inc. ("HMM") of ambulances
and certain other assets; including equipment and licenses of
the New York State Department of Health to operate an ambulance
business previously conducted by Hudvalco. The total
consideration for the acquisition was $7,000,000, subject to
certain adjustment, of which $3,000,000 was paid in cash,
approximately $940,000 consisted of the assumption of debt and
$3,059,529 consisted of a ninety-day (90) promissory note (the
"Note").
2) Elite Ambulance & Medical Coach, Inc. ("Elite")
On August 22, 1996 a wholly owned subsidiary, E.M.C.
Acquisitions Corp., ("E.M.C.") of the Company completed the
purchase from Elite of ambulettes and certain other assets,
including accounts receivable and a license to operate an
ambulette service in the State of New Jersey. The Consideration
for the acquisition was $759,576 of which half was paid in cash
at the closing and the balance pursuant to a one year note (the
"Note"). In connection with the acquisition, the Company assumed
certain debts, including bank indebtedness of approximately
$19,500.
The Pro-Forma consolidated financial information contained
herein represents certain events that have not occurred. They
are based on assumptions that may or may not be accurate and
should not be relied upon as indicative of the actual results
that may be obtained by the company in the future. No
representation or warranty of any kind is given with respect to
the accuracy of such Pro-Forma consolidated statements.
20
<PAGE>
Community Medical Transport, Inc.
Notes to Pro-Forma Consolidated Financial Statements
Balance Sheet as of June 30, 1996
Note A Elimination
The acquired companies historical balance sheets have been
eliminated since the transactions were asset purchases.
Note B Recording of Acquisitions
1) Hudvalco was purchased for $7,000,000 which is allocated
approximately to tangible assets of $1,018,492 and intangible
assets consisting of goodwill of $3,987,672 and customer lists of
$1,993,836. The purchase was funded through $3,000,000 of Company
funds paid at closing and a purchase money note of $3,059,529 due
to the former owners of the acquired company and the assumption
of $940,471 of existing liabilities. The note has been assumed
paid within four months from the closing.
2) Elite was purchased for $759,576 which is allocated
approximately to accounts receivable of $101,000, cash of
$12,000, prepaid expense of $10,000, tangible assets of $150,000,
intangible assets consisting of goodwill of $359,506, customer
list of $177,070 and the assumption of certain liabilities
estimated at $50,000. The purchase was funded through $379,788 of
Company funds paid at closing and a purchase money note of
$379,788 due to the former owners of the acquired company. No
loan amortization has been assumed through the periods presented,
however, applicable interest expense has been recorded on the
Income Statement for December 31, 1995 and June 30, 1996.
Note C Recording of the Balance Sheet
The assumptions used to record the acquired companies balance
sheets as of June 30, 1996 are follows:
A) Balance sheet is recorded as if acquisition occurred on June
30, 1996 and was accounted for as a purchase.
B) In July and August of 1996 the Company sold 3,437.5 shares of
Series A Convertible Preferred Shares and 5,000 shares of Series
B Convertible Preferred Shares for net proceeds of approximately
$5,900,000. The sale of these shares has been given Pro-Forma
effect to June 30, 1996. The preferred shares are convertible
into shares of common stock at the lower of market value or $7.00
per share, and automatically convert on July 31, 1998.
21
<PAGE>
Community Medical Transport, Inc.
Notes to Pro-Forma Consolidated Financial Statements
Income Statement Year ended December 31, 1995
and The Six Months ended June 30, 1996
Note 1 Adjustments
Certain expenses would be eliminated when the acquired companies
are operated by the company. These expenses relate directly to
the respective companies former owner's salary and various other
incentives and benefits associated with their compensation and
the elimination of other expenses which will overlap in the
consolidation.
Note 2 Interest Expense and Interest Income
Interest expense has been increased to reflect the debt incurred
due to the acquisitions, net of a reduction related to
liabilities that are not assumed and therefore, eliminated. The
expense related to the money purchase note on Hudvalco's closing
has a duration of four months for purposes of interest expense.
The interest income recorded remains constant due to an increase
in funds from sale preferred stock which is offset by acquisition
outlays.
Note 3 Pro-Forma Income Taxes
Pro-Forma income taxes have been estimated at forty three
percent.
Note 4 Depreciation and Amortization
Tangible assets has an estimated life of seven years.
Depreciated is computed using the straight line method.
Amortization of goodwill has been recorded over twenty-five.
years straight line. Amortization of customer lists has been
recorded over ten years straight line. The historical
depreciation and amortization has been adjusted to reflect the
change in basis recorded through the purchase.
Note 5 Earnings Per Share (EPS)
EPS reflects the conversion of series A & B preferred stock,
which are convertible at the lower of the market value or $7.00
per share. The outstanding shares used to calculate earnings per
share assumes the preferred shares were converted using the
ending market price on September 26, 1996 of $5.31.
The Treasury Stock Method has been utilized in the calculation.
Accordingly, Pro Forma Net Income has been increased by $186,000
in the six months ended June 30, 1996 for the reduction of
interest expense that would occur when debt is reduced with the
resulting excess proceeds from the assumed conversion of the
Company's outstanding warrants, options and convertible preferred
stock. Pro Forma Net Income has been increased by $174,000 in the
year ended December 31, 1995 for the reduction of Interest
Expense and the increase in Interest Income that would occur when
debt is reduced and investing activities are increased with the
resulting excess proceeds from the assumed conversion of the
Company's outstanding warrants, options, and convertible
preferred stock.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: October 8, 1996 COMMUNITY MEDICAL TRANSPORT, INC.
(registrant)
By: /s/ Donald Panos
--------------------------------
Donald Panos, Vice President
23
<PAGE>
[LETTERHEAD OF GIORDANO, COHEN, SHAFMAN, HAIMANN & CO., P.A.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement on Post Effective Amendment No. 3 to Form S-3 to Form
SB-2 (File No. 33-80338) of our reports dated February 20, 1996 and July 22,
1996 relating to the financial statements of Elite Ambulance and Medical Coach,
Inc. which appears in this current report on Form 8K/A-1 of Community Medical
Transport, Inc.
/s/ Giordano, Cohen, Shafman, Haimann & Co., P.A.
- -----------------------------------------------------------------
Giordano, Cohen, Shafman, Haimann & Co., P.A.
Certified Public Accountants
Florham Park, NJ
October 7, 1996
