<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
___X____ Quarterly report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended JUNE 30, 1996
----------------------------------
________ Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the transition period from _____________ to _____________
Commission file number 0-24640
-----------
COMMUNITY MEDICAL TRANSPORT, INC.
__________________________________________________________________
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 13-3507464
____________________________ ___________________
(State of Jurisdiction of (I.R.S. Employer)
Incorporation or Organization) Identification No.)
45 Morris Street
Yonkers, NY 10705
________________________________________
(Address of Principal Executives Offices)
(914) 963-6666
--------------------------
(Issuer's Telephone Number)
________________________________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
12,.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 ____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes __________ No __________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:__3,390,299 SHARES OF COMMON
STOCK AS OF JULY 26, 1996___________
Transitional Small Business Disclosure Format (check one):
Yes __________ No ____X______
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
INDEX
-----
Page
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 1996
(unaudited) and December 31, 1995 2
Consolidated Statements of Income
for the Six Months and Three Months
Ended June 30, 1996 and 1995 (unaudited) 3
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1996 and 1995 (unaudited) 4
Notes to Consolidated Financial Statements 5
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6-7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, 1996 DECEMBER 31, 1995
------------- -----------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents................. $ 329,000 $ 25,000
Short-term Investments.................... 3,560,000 2,056,000
Accounts receivable, trade, less
allowance for doubtful accounts.......... 2,646,000 2,866,000
Prepaid insurance and other
current assets........................... 1,209,000 566,000
------------ ------------
Total Current Assets.................... 7,744,000 5,513,000
Property, equipment and leasehold
improvements - net....................... 1,948,000 1,556,000
Customer lists - net...................... 783,000 542,000
Licenses - net............................ 513,000 291,000
Goodwill - net............................ 686,000 547,000
Other assets.............................. 1,205,000 478,000
------------ ------------
Total Assets............................ $12,879,000 $ 8,927,000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt......... $ 1,091,000 $ 796,000
Accounts payable and accrued
expenses................................. 1,060,000 561,000
Current portion of capitalized
lease obligations........................ 7,000 30,000
Deferred taxes payable.................... 1,015,000 741,000
------------ ------------
Total Current Liabilities.............. 3,173,000 2,128,000
Long-term Debt:
Long-term debt - net of current
portion.................................. 2,225,000 1,691,000
Deferred taxes payable.................... 0 23,000
------------ ------------
Total Liabilities...................... 5,398,000 3,842,000
------------ ------------
Stockholders' Equity:
Preferred stock, $.001 par value,
5,000,000 shares authorized,
none issued
Class A nonvoting common stock,
$.001 par value, 10,000,000
shares authorized, none issued
Common stock, $.001 par value,
20,000,000 shares authorized,
3,390,299 and 3,033,671 shares
issued and outstanding at
June 30, 1996 and December 31,
1995 respectively....................... 3,000 3,000
Capital in excess of par value............ 6,649,000 4,593,000
Retained earnings......................... 829,000 489,000
------------ ------------
Total Stockholders' Equity......... 7,481,000 5,085,000
------------ ------------
Total Liabilities and
Stockholders' Equity............... $ 12,879,000 $ 8,927,000
------------ ------------
page 2
</TABLE>
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
CONSOLIDATED STATEMENTS OF INCOME
- UNAUDITED -
<TABLE>
Six Months Ended Three Months Ended
June 30, June 30,
-------------------------------------------------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue $ 5,504,000 $ 2,747,000 $ 2,947,000 $ 1,542,000
----------- ----------- ----------- -----------
Operating expenses:
Payroll 2,204,000 1,167,000 1,133,000 680,000
Fleet Maintenance 434,000 199,000 257,000 103,000
Insurance 447,000 289,000 232,000 172,000
Rent 78,000 45,000 43,000 22,000
Depreciation and amortization 138,000 93,000 74,000 56,000
----------- ----------- ----------- -----------
Total operating expenses 3,301,000 1,793,000 1,739,000 1,033,000
----------- ----------- ----------- -----------
Gross profit 2,203,000 954,000 1,208,000 509,000
Selling, general and administrative 1,524,000 537,000 847,000 262,000
----------- ----------- ----------- -----------
Income from operations 679,000 417,000 361,000 247,000
Interest expense (income) - net 76,000 (61,000) 26,000 (20,000)
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION
FOR INCOME TAXES 603,000 478,000 335,000 267,000
PROVISION FOR INCOME
TAXES 263,000 205,000 153,000 112,000
----------- ----------- ----------- -----------
NET INCOME $ 340,000 $ 273,000 $ 182,000 $ 155,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
NET INCOME PER SHARE $ .10 $ .09 $ .05 $ .05
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
SHARES USED IN COMPUTING
NET INCOME PER SHARE 3,555,600 3,123,200 3,643,600 3,123,200
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Page 3
</TABLE>
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
SIX MONTHS ENDED
JUNE 30,
--------
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $340,000 $273,000
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation & amortization expense. . . . . . . . . . . . . . . . . . . . . . . . . 243,000 93,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable-trade net . . . . . . . . . . . . . . . . 220,000 (751,000)
(Increase) in prepaid expenses
and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (643,000) (184,000)
(Increase) in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (405,000) (6,000)
(Decrease) in income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . 0 (24,000)
Increase (decrease) in accounts payable
and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 499,000 (94,000)
(Increase) in estimated tax payments . . . . . . . . . . . . . . . . . . . . . . . . 0 (145,000)
Increase in deferred taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . 251,000 198,000
----------- -----------
Net cash provided by (used in) operating activities. . . . . . . . . . . . . . . . . 505,000 (640,000)
----------- -----------
CASH USED IN INVESTING ACTIVITIES:
Acquisition of equipment-net of disposals. . . . . . . . . . . . . . . . . . . . . . (579,000) (437,000)
Decrease in related parties receivable . . . . . . . . . . . . . . . . . . . . . . . 0 20,000
(Increase) decrease in short term investments. . . . . . . . . . . . . . . . . . . . (1,504,000) 640,000
Acquisition of businesses (Note B) . . . . . . . . . . . . . . . . . . . . . . . . . (455,000) 0
----------- -----------
Net cash (used in) provided by investing activities. . . . . . . . . . . . . . . . . (2,538,000) 223,000
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 563,000 280,000
Principal payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (259,000) (175,000)
Proceeds from capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 113,000
Principal payments on capital lease obligations. . . . . . . . . . . . . . . . . . . (23,000) (41,000)
Increase in paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,056,000 12,000
----------- -----------
Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . 2,337,000 189,000
----------- -----------
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . . . . . . . . . . . . . . . 304,000 (228,000)
CASH - BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 283,000
----------- -----------
CASH - END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 329,000 $ 55,000
----------- -----------
----------- -----------
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97,000 $ 29,000
----------- -----------
----------- -----------
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,000 $ 153,000
----------- -----------
----------- -----------
Supplementary disclosures of noncash investing activities:
Acquisition of property and equipment. . . . . . . . . . . . . . . . . . . . . . . . $ 130,000
Acquisition of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850,000
Notes payable in connection with acquisition of businesses . . . . . . . . . . . . . (525,000)
-----------
Cash paid to acquire assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (455,000)
-----------
-----------
page 4
</TABLE>
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In October 1994, the Company completed a public offering of 1,136,200
shares of its common stock pursuant to a registration statement which was
declared effective by the Securities and Exchange Commission on October 1, 1994,
resulting in net proceeds of $3,343,000.
(NOTE A) - ORGANIZATION AND BASIS OF PRESENTATION:
The accompanying (unaudited) interim consolidated financial statements
include the accounts of Community Medical Transport, Inc. (the "Company") and
its three subsidiaries, Community Ambulette Service, Inc. ("Ambulette") and
First Help Ambulance and Ambulette, Inc. ("First Help"), and Empire Ambulance
and Ambulette, Inc. (Empire), which are wholly owned by the Company. On June
13, 1994, the Company changed its name from Regent Management Group, Inc. to
Community Medical Transport, Inc. All intercompany balances and transactions
have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to form 10-QSB. Accordingly
they 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 (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six month period ended June 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996. For further information refer to financial statements and footnotes
thereto included in Company's 10-KSB.
(NOTE B) - ACQUISITIONS
The Company completed its public offering and at that time consummated its
acquisition of Community Ambulette and First Help which was treated as a pooling
of interests. Accordingly the three companies are now reported as consolidated.
Until such time the financial statement presentations were presented on a
combined basis.
In February of 1994 the Company commenced the business of First Help. The
original acquisition of the shares occurred in December of 1993. At the time
First Help was dormant but it owned a license which enabled the Company to
provide Ambulance service to the New York Area.
On November 1, 1995 The Company completed the acquisition of Medical
Transportation Corporation. The Company acquired equipment, ambulettes,
customer lists, and goodwill for $689,000 cash with a balance of $399,000
(subject to adjustment and net of imputed interest of $57,000) to be paid in
equal amounts on October 31, 1996 and October 31, 1997.
On May 21, 1996, the Company purchased from an ambulette provider in
Brooklyn, N.Y., equipment and ambulettes for $30,000 cash with a balance of
$200,000 to be paid in twelve quarterly installments commencing September
1996. The note is subejct to reduction depending, upon other factors, revenues
derived from former customers of the provider.
On June 12, 1996, The Company completed the acquisition of A-1 Ambulance
Service through it's wholly owned subsidiary, Empire Ambulance and Ambulette
Inc. The Company acquired equipment, ambulances, customer lists, and goodwill
for $425,000 cash with a balance of $325,000 to be paid in eight quarterly
installments commencing September 1996. The purchase price was allocated to
equipment and other assets which includes various intangibles.
(NOTE C) - STOCKHOLDERS EQUITY
On May 31, 1996, the Company completed a private placement of 277,348
shares of Common Stock at a price of $6.40 per share plus warrants to purchase
up to 138,674 shares of Common Stock at $10.00 per share and Unit Purchase
Options to purchase up to 27,734 Units at $7.68 per unit for net proceeds of
$1,579,750. Each Unit consists of one share of Common Stock and one-half of a
warrant, each full warrant entitling the holder to purchase one share of
Common Stock at $10.00 per share.
page 5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
OVERVIEW
For all periods presented, the following financial information includes the
accounts of First Help Ambulance and Ambulette Service Inc., and Community
Ambulette Service Inc., which were acquired in October 1994 in transactions
accounted for as a pooling-of-interests. Upon the acquisition, Community
Ambulette and First Help became wholly owned subsidiaries of Community Medical
Transport. In November 1995, the Company acquired Medical Transportation
Corporation, and as such, their revenues and corresponding expenses are included
for the six months ended June 30, 1996 and not included for the six months ended
June 30, 1995. In May 1996, the Company acquired additional equipment and
ambulettes from an ambulette provider, and in June 1996, the Company acquired
A-1 Ambulance Service, and as such, their revenues and corresponding expenses
are included only for the period owned by the Company for the six months ended
June 30, 1996 and not included for the six months ended June 30, 1995.
The Company's total revenue, which is comprised primarily of ambulette and
ambulance service fees charged to Medicare, Medicaid, other third party payers
such as private insurance carriers and health maintenance organizations, and
directly to patients, is presented net of contractual adjustments.
RESULTS OF OPERATIONS
The Company's total revenue amounted to $5,504,000 for the six months ended
June 30, 1996, as compared with $2,747,000 for the six months ended June 30,
1995, an increase of $2,757,000 or 100.4%. The Company's total revenue
increased to $2,947,000 for the three months ended June 30, 1996 as compared
with $1,542,000 for the three months ended June 30, 1995, an increase of
$1,405,000 or 91.1%. The increase is substantially due to acquisitions, and
to a lesser extent, increased volume generated from additional customer base.
Operating expenses increased by $1,508,000 or 84.1% to $3,301,000 for the
six months ended June 30, 1996 from $1,793,000 for the six months ended June 30,
1995. Operating expenses increased by $706,000 or 68.3% to $1,739,000 for the
three months ended June 30, 1996 from $1,033,000 for the three months ended June
30, 1995. In addition to increased expenses associated with the growth in
volume, the increase is attributed to additional labor, insurance, and
maintenance costs, through acquisitions of additional ambulances and
ambulettes.
Gross profit increased by $1,249,000 or 130.9% to $2,203,000 for the six
months ended June 30, 1996 from $954,000 for the six months ended June 30, 1995.
Gross profit as a percentage of revenues increased to 40.0% for the six months
ended June 30, 1996 from 34.7% for the six months ended June 30, 1995. Gross
profit increased by $699,000 or 137.3% to $1,208,000 for the three months ended
June 30, 1996 from $509,000 for the three months ended June 30, 1995. Gross
profit as a percentage of revenues increased to 41.0% for the three months ended
June 30, 1996 from 33.0% for the three months ended June 30, 1995. This
percentage increase is primarily attributed to increased efficiency in
vehicle scheduling and utilization.
Selling, general and administrative expenses increased by $987,000 or
183.8% to $1,524,000 for the six months ended June 30, 1996, from $537,000 for
the six months ended June 30, 1995. Selling, general and administrative expenses
Increased by $585,000 or 223.3% to $847,000 for the three months ended June 30,
1996, from $262,000 for the three months ended June 30, 1995. Such expenses as
a percentage of revenues increased by 8.2% and 11.7% for the six and three
months ended June 30, 1996 respectively, primarily as a result of increased
management payroll costs for added personnel to accommodate anticipated
increased volume.
page 6
<PAGE>
Interest expense increased by $102,000 or 351.7% to $131,000 for the six
months ended June 30,1996 compared to $29,000 for the six months ended June 30,
1995. The increase in interest expense is attributable to an increase in
borrowing, primarily for acquisitions. Interest income decreased by $35,000 to
$55,000 for the six months ended June 30, 1996 compared to $90,000 for the six
months ended June 30, 1995. Interest expense increased by $62,000 or 413.3% to
$77,000 for the three months ended June 30, 1996 from $15,000 for the three
months ended June 30, 1995. The increase in interest expense is attributable to
a increase in bank loans and borrowings for acquisitions. Interest income
decreased by $8,000 from $35,000 for the three months ended June 30, 1995 to
$27,000 for the three months ended June 30, 1996.
The Company's historical income taxes were $263,000 for the six months
ended June 30, 1996 representing an effective rate of 43.5%.
The Company's net income amounted to $182,000 or $.05 per share for the
three months ended June 30, 1996, as compared to net income of $155,000 or $.05
per share for the three months ended June 30, 1995.
The Company is currently considering several additional acquisitions in the
third quarter of 1996. Although the completion of any of these acquisitions
will increase the revenues and expenses of the Company, there can be no
assurance that future net income will be positively impacted. The Company
also can not predict the future impact of changes in Medicaid reimbursement
which are anticipated to be adopted. These rate changes were originally
scheduled to be implemented on June 1, 1996 but are currently being revised.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1996 amounted to $4,571,000 as compared to
$3,465,000 at June 30, 1995. In May, the Company completed a private placement
offering and received net proceeds of $1,579,750. The Company believes that
internally generated funds, the proceeds of the private and public offerings
(including the exercise of warrants), and bank loans will provide sufficient
liquidity and enable it to meet its currently foreseeable working capital
requirements for operations for at least the next 12 months. The Company is
actively considering a number of acquisitions as of June 30, 1996, several of
which require significant cash payments. Additional financing will be
required in connection with the Company's acquisition program. The Company
is therefore considering several equity and debt sources of financing.
Between July 1 and August 12, 1996, the Company has received approximately
$4,600,000 from such financing.
Based on the Company's current arrangements with its employees, which does
not provide for postemployment benefits, the Company believes that the adoption
of SFAS 112 on postemployment benefits will not have a material effect on the
Company's financial condition and results of operation.
INFLATION
The Company believes that the relatively moderate rate of inflation in
recent years have not had a significant impact on its net revenues or its
profitability.
page 7
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 9th day of August, 1996.
Community Medical Transport, Inc.
---------------------------------
(registrant)
/S/ Dean L. Sloane
---------------------
Dean L. Sloane
President and Chief Executive Officer
/S/ Donald J. Panos
----------------------
Donald J. Panos
Chief Financial Officer, Principal
Financial Officer and Principal
Accounting Officer
<PAGE>
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - Not Applicable
Page 9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 329,000
<SECURITIES> 3,560,000
<RECEIVABLES> 2,749,000
<ALLOWANCES> 103,000
<INVENTORY> 0
<CURRENT-ASSETS> 7,744,000
<PP&E> 3,029,000
<DEPRECIATION> 1,081,000
<TOTAL-ASSETS> 12,879,000
<CURRENT-LIABILITIES> 3,173,000
<BONDS> 0
0
0
<COMMON> 3,000
<OTHER-SE> 7,478,000
<TOTAL-LIABILITY-AND-EQUITY> 12,879,000
<SALES> 0
<TOTAL-REVENUES> 5,504,000
<CGS> 0
<TOTAL-COSTS> 3,301,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76,000
<INCOME-PRETAX> 603,000
<INCOME-TAX> 263,000
<INCOME-CONTINUING> 340,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 340,000
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
