<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, 1997
-------------
________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 or other 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 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 12, 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: 5,640,739 shares of common
stock as of August 8, 1997
_______Transitional Small Business Disclosure Format (check one):
Yes __________ No ____X______
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1997
(unaudited) and December 31, 1996 2
Consolidated Statements of Income for the Six Months and Three Months
Ended June 30, 1997 (unaudited) and 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1997 (unaudited)
and 1996 (unaudited) 4
Notes to Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Part II.Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 5. Other Information 12
Item 6. Exhibits and reports on Form 8-K 13
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS
June 30, 1997 December 31, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................. $707,000 $1,037,000
Short-term Investments.................... 1,554,000 1,733,000
Accounts receivable, trade, less allowance
for doubtful accounts................... 6,118,000 5,071,000
Prepaid insurance......................... 326,000 608,000
Prepaid Income Taxes...................... 59,000 213,000
Other Current Assets...................... 864,000 873,000
----------- ----------
Total Current Assets............... 9,628,000 9,535,000
Property, equipment and leasehold
improvements - net...................... 3,823,000 3,047,000
Customer lists - net...................... 3,118,000 2,993,000
License - net............................. 717,000 605,000
Other assets.............................. 1,358,000 1,379,000
Goodwill - net............................ 5,757,000 5,290,000
Covenant not to compete, net.............. 133,000 167,000
-------------- -------------
Total Assets....................... $ 24,534,000 $ 23,016,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt......... $1,607,000 $ 1,495,000
Accounts payable and accrued expenses..... 1,898,000 2,204,000
Deferred taxes payable.................... 522,000 852,000
------------ ------------
Total Current Liabilities.......... 4,027,000 4,551,000
Long-term Debt:
Long-term debt - net of current portion... 5,881,000 5,136,000
Deferred taxes payable.................... 134,000 119,000
---------- -----------
Total Liabilities.................. 10,042,000 9,806,000
---------- ----------
Stockholders' Equity (Note D) :
Preferred stock, $.001 par value, 5,000,000
shares authorized, 1,511.0 Series BB and
2,423 Series B shares issued and outstanding
at June 30, 1997 and December 31, 1996,
respectively (liquidation value of $1,511,000
and $2,423,000, respectively)
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, 5,246,072 and 4,770,940 shares
issued and outstanding at June 30, 1997
and December 31, 1996 ................. 5,000 5,000
Capital in excess of par value............ 13,389,000 12,322,000
Retained earnings......................... 1,098,000 883,000
------------ -------------
Total Stockholders' Equity......... 14,492,000 13,210,000
----------- -----------
Total Liabilities and
Stockholders' Equity ............ $24,534,000 $23,016,000
=========== ===========
</TABLE>
page 2
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Statements of Income
- Unaudited -
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
---------------------- ----------------------
1997 1996 1997 1996
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net revenue.............................. $11,889,000 $5,504,000 $5,888,000 $2,947,000
----------- ---------- ---------- ----------
Operating expenses:
Salaries and benefits.................. 6,164,000 2,204,000 3,021,000 1,133,000
Fleet Maintenance...................... 893,000 434,000 505,000 257,000
Insurance.............................. 405,000 447,000 167,000 232,000
Rent................................... 216,000 78,000 100,000 43,000
Depreciation and amortization.......... 560,000 138,000 302,000 74,000
----------- ---------- ---------- ----------
Total operating expenses............. 8,238,000 3,301,000 4,095,000 1,739,000
----------- ---------- ---------- ----------
Gross profit......................... 3,651,000 2,203,000 1,793,000 1,208,000
Selling, general and administrative...... 2,984,000 1,524,000 1,448,000 847,000
----------- ---------- ---------- ----------
Income from operations................... 667,000 679,000 345,000 361,000
Other income............................. (23,000) 0 (11,000) 0
Interest income.......................... (42,000) (55,000) (21,000) (51,000)
Interest expense ........................ 307,000 131,000 161,000 77,000
----------- ---------- ---------- ----------
Income before provision for income taxes. 425,000 603,000 216,000 335,000
Provision for income taxes............... 210,000 263,000 113,000 153,000
----------- ---------- ---------- ----------
NET INCOME........................... $ 215,000 $ 340,000 $ 103,000 $ 182,000
=========== ========== =========== ===========
Net income available to common
shareholders ........................... $ 183,000 $ 340,000 $ 93,000 $ 182,000
=========== ========== =========== ===========
Net income per share..................... $ .04 $ .10 $ .02 $ .05
=========== ========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding
used in computing earnings per share... 4,966,600 3,555,600 5,040,900 3,643,600
=========== ========== =========== ===========
</TABLE>
page 3
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC, AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
Cash flow from operating activities:
Net income.................................................. $ 215,000 $ 340,000
Adjustments to reconcile net income to cash (used in)
provided by operating activities:
Depreciation and amortization expense..................... 754,000 243,000
Imputed interest on note payable.......................... 5,000 0
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable-trade net.... (1,047,000) 220,000
Decrease (increase) in prepaid expenses and other
current assets......................................... 415,000 (643,000)
Decrease (increase) in other assets..................... 21,000 (405,000)
(Decrease) increase in accounts payable and accrued
expenses.............................................. (310,000) 499,000
(Decrease) increase in deferred taxes payable........... (315,000) 251,000
----------- ----------
Net cash (used in) provided by operating activities......... (262,000) 505,000
----------- ----------
Cash used in investing activities:
Acquisition of equipment-net of disposals................... (1,105,000) (579,000)
Decrease (increase) in short term investments............... 179,000 (1,504,000)
Acquisition of businesses (Note B).......................... 0 (455,000)
----------- ----------
Net cash (used in) investing activities..................... (926,000) (2,538,000)
----------- ----------
Cash flow from financing activities:
Proceeds from bank borrowings............................... 1,033,000 563,000
Proceeds from borrowings under capital lease obligations.... 130,000 0
Principal payments on debt.................................. (298,000) (259,000)
Principal payments on capital lease obligations............. (8,000) (23,000)
Net Proceeds from exercise of Employee Stock Options........ 35,000 0
Net Proceeds from issuance of Common Stock.................. 1,580,000
Additional costs in connection with Common Stock issuance... (34,000) 0
Net Proceeds from exercise of Common Stock Warrants......... 0 476,000
----------- ----------
Net cash provided by financing activities................... 858,000 2,337,000
----------- -----------
NET (DECREASE) INCREASE IN CASH............................. (330,000) 304,000
CASH - BEGINNING OF PERIOD.................................. 1,037,000 25,000
----------- ----------
CASH - END OF PERIOD........................................ $ 707,000 $ 329,000
=========== ==========
Supplementary disclosure of cash flow information:
Cash paid during the period:
Interest.................................................. $ 251,000 $ 97,000
=========== ==========
Taxes..................................................... $ 241,000 $ 23,000
=========== ==========
Supplemental disclosure of non-cash investing activities:
Acquisition of property and equipment..................... 274,000 $ 130,000
Acquisition of intangibles................................ 792,000 850,000
Common Stock issued in connection with acquisition of
businesses............................................... (1,066,000) 0
Notes payable in connection with acquisition of businesses. 0 (525,000)
----------- -----------
Cash paid to acquire assets................................ $ 0 $(455,000)
=========== ==========
</TABLE>
page 4
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note A) - Organization and Basis of Presentation:
The accompanying financial statements include the accounts of Community
Medical Transport, Inc. (the "Company") and its five wholly owned operating
subsidiaries, Community Ambulette Service, Inc. ("Ambulette"), First Help
Ambulance and Ambulette, Inc. ("First Help"), Empire Ambulance and Ambulette
Inc. ("Empire"), Century Ambulance and Ambulette Inc. ("Century") and Elite
Ambulance and Medical Coach, Inc., ("Elite") (collectively the "Companies").
All intercompany balances and transactions have been eliminated in
consolidation.
The Company provides specialized transportation for the handicapped and
disabled, mentally retarded, elderly and chronically ill to and from day
treatment centers, day care programs, hospitals, nursing homes and other
health care facilities in the New York - New Jersey Metropolitan area. This
service is provided in ambulettes, which are specialized vans that contain
wheelchair lifts or ramps.
The Company also provides emergency and non-emergency ambulance
transportation of patients who require basic medical care or supervision
during transport to and from hospitals, nursing homes and other health care
facilities
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 and three month periods ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information refer to the financial
statements and footnotes thereto included in the Company's Form 10-KSB.
(Note B) - Acquisitions:
On May 21, 1996, the Company purchased from an ambulette provider in
Brooklyn, New York ("Jenco"), equipment and ambulettes for a cash payment of
$30,000 and a balance of $200,000 to be paid in twelve equal quarterly
installments commencing September 1996. The note is subject to reduction
depending upon certain factors, including revenues derived from former
customers of the provider.
On June 12, 1996, the Company completed the acquisition of certain
assets from A-1 Ambulance Service, Inc. ("A-1"), through it's wholly owned
subsidiary, Empire. The Company acquired equipment, ambulances, customer
lists, a covenant not to compete, and goodwill for a cash payment of $425,000
and a balance of $325,000 to be paid in eight quarterly installments
commencing September 1996.
On August 15, 1996, the Company acquired certain assets from Hudvalco,
Inc. and Harvey H. McGeorge, Inc. (collectively "Hudvalco") and all of the
outstanding common stock of four entities related to Hudvalco through common
ownership, through it's wholly owned subsidiary, Century. The Company acquired
ambulance equipment, licenses to operate an ambulance business previously
conducted by Hudvalco, customer lists and goodwill. The total consideration
for the acquisition was $5,950,000 subject to certain adjustments of which
$3,000,000 was paid in cash, approximately $940,000 consisted of the
assumption of debt and $2,010,000 consisted of a ninety-day promissory note.
Page 5
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note B) - Acquisitions: (continued)
In May 1997, the Company completed its purchase of the Hudson Valley
Companies by acquiring all of the shares of Richards Decker Operating Company
("RDO"), and issuing shares and notes for the balance of the purchase price
pursuant to an amendment dated as of December 31, 1996 (the "December
Amendment"), to a purchase agreement, dated February 28, 1996 and amended on
August 12, 1996 (the "Original Agreement"), among the Company, Alan McGeorge,
Harvey H. McGeorge Co., Inc. and Hudvalco, Inc. Pursuant to the December
Amendment, the balance of the purchase price for the Hudson Valley companies
was increased by $125,000 to $1,175,000 leaving a balance of $1,132,772 after
adjustments. The unpaid purchase price was paid by (i) issuing 153,846 shares
of the Company's Common Stock to Alan McGeorge pursuant to a conversion right
of the original note, (ii) agreeing to issue 7,979 additional shares of the
Company's Common Stock (iii) issuing a five month note in the amount of
$566,386 payable in five equal installments convertible into shares of the
Company's Common stock in certain circumstances. The Company through the
issuance of additional shares or cash payment guaranteed the price of its
Common Stock at 3.50 per share. In July 1997, as described in Item 5, this
note was renegotiated and satisfied by the issuance of 166,667 shares of
Common Stock of the Company. The financial statements include the effect of
this transaction retroactive to June 30, 1997 Prior to such acquisition The
Company had operated RDO under an operating agreement which entitled the
Company to the revenues earned and incurred all costs relating to the
operations of RDO.
On August 22, 1996, a wholly owned subsidiary of the Company completed
the purchase from Elite Ambulance & Medical Coach, Inc. ("Elite") of
ambulettes and certain other assets, including accounts receivable and a
license to operate an ambulette service by the state of New Jersey. The assets
were acquired pursuant to an asset purchase agreement among the Company, Elite
and its shareholders. Elite operated an ambulette service from Orange, New
Jersey servicing Essex County, New Jersey and other nearby counties under the
name Elite . After the acquisition, the subsidiary changed its name to Elite
Ambulance & Medical Coach Inc. and is operating the acquired ambulette service
under the name Elite. The consideration for the acquisition was $760,000 of
which half was paid in cash at the closing and the balance pursuant to a one
year note. In connection with the acquisition, the Company (i) assumed certain
debts related to the assets, including bank indebtedness of approximately
$19,500, (ii) entered into a contract with affiliates of Elite to acquire the
real estate facility containing Elite's operating facility for approximately
$1,200,000 in cash and short term mortgage notes, and (iii) assumed a lease
for such facility until the closing of the real estate contracts of sale. The
Company terminated the agreement for the purchase of the property and has
entered into a long term lease for the facility. The Company has requested the
return of $360,000 paid in conjunction with the contract of sale for the
building. The Company is also seeking a reduction in the purchase price of the
assets acquired based on what it believes to be inaccuracies.
In August 1996, a wholly owned subsidiary of the Company purchased from
an ambulette provider in New Jersey (First Invalid Coach Services, Inc.)
ambulettes, its customer list and goodwill for approximately $109,000. $59,000
was paid at the closing with an estimated amount of $50,000 to be paid in
twelve monthly payments based on a percentage of cash receipts generated from
the client base.
Page 6
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note B) - Acquisitions: (continued)
In connection with the above acquisitions, the Company incurred certain
costs associated with such acquisitions. These costs were deferred and
recorded as intangibles assets upon the acquisition. These costs were
allocated among customer lists and goodwill which are being amortized using
the straight-line method over the period of expected benefit from five to
twenty-five years. The licenses are being amortized over a forty year period.
The covenants not to compete are being amortized over the period of the
covenants which is three years. Intangible assets are evaluated periodically
and adjusted if necessary, if events and circumstances indicate that the
carrying amount is impaired.
Unaudited proforma summary of consolidated operations for the six and
three months ended June 30, 1996 assuming the above acquisitions had taken
place on January 1, 1996 respectively is as follows:
Six Months Three Months
Ended 6/30/96 Ended 6/30/96
---------- ------------------
Revenue......................... $12,212,000 $ 6,564,000
Net Income...................... $ 536.000 $ 287,000
Net Income per common share..... $ .11 $ .05
(Note C) - Net Income Per Common Share:
Net Income per common share is based on reported net income, decreased
for dividends related to the Series A, Series B, and Series BB Preferred Stock
outstanding during the period. The resulting amount is presented below as
income available to common stockholders.
Such income applicable to common stockholders in each period presented
is divided by the weighted average number of outstanding common shares, as
shares issuable under warrants, options, and preferred stock would have an
anti-dilutive effect.
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months Ended June 30,
------------------------- ---------------------------
1997 1996 1997 1996
---- ---- ---- ----
Per Per Per Per
Amount Share Amount Share Amount Share Amount Share
------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Reported
net income $ 215,000 $0.04 $ 340,000 $.10 $103,000 $.02 $182,000 $.05
Adjustment for
cumulative preferred
stock dividends (32,000) (.00) (0) (.00) (10,000)(0.00) (0) (.00)
--------- ----- ---- ---- -------- ----- --- ----
Net income applicable to
common stockholders
and net income
per share $183,000 $.04 $ 340000 $.10 $93,000 $.02 $182,000 $.05
======== ==== ======== ==== ======= ==== ======== ====
Weighted average common
shares and common
equivalent shares
outstanding 4,966,600 3,555,600 5,040,900 3,643,600
========= ========= ========= =========
Primary and fully diluted income per share amounts do not differ.
</TABLE>
Page 7
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note D) - Stockholders' Equity:
On July 31, 1996 and August 7, 1996, the Company completed an equity
financing from foreign investors for 3,437.5 shares of Series A convertible
preferred stock with a liquidation value of $3,437,500 and 5,000 shares of
Series B convertible preferred stock with a liquidation value of $5,000,000,
respectively, for net proceeds of approximately $5,918,000. The preferred
stockholders of each series were entitled to a 4% cumulative dividend on the
stated liquidation value, and each share was convertible into shares of common
stock at the lower of the market value for the five trading days prior to
conversion or $7.00 per share, and would have automatically converted on July
31, 1998. All fees and commissions associated with such offerings are recorded
against paid in capital. All of the Series A has been converted into Common
Stock as of December 31, 1996 and 2,577.0 and 3,489.0 shares of the Series BB
have been converted into common stock as of December 31, 1996 and June 30,
1997, respectively. In connection with such foreign financing, warrants to
purchase up to 135,000 shares of common stock at $5.00 per share have been
issued to a designee of a consultant.
In March 1997, the Board of Directors of the Company authorized the
adoption of 7,500 shares of the Company's preferred stock to be designated as
Series BB preferred stock. Series BB has the same rights and preferences as
Series B except as follows: eleven percent of each outstanding share shall be
convertible into common stock at any time after April 1, 1997 with an
additional eleven percent of each outstanding share to be convertible on the
first day of the next seven months and the final twelve percent to be
convertible at any time after December 1, 1997. All outstanding shares will
automatically convert on July 31, 1998.
The conversion will be based upon the liquidation value of the
preferred stock and will be exchangeable at $3.50 per share. The remaining
1,955.5 shares of Series B preferred stock were exchanged for 1,955.5 shares
of Series BB preferred stock and 150,000 common stock purchase warrants. The
liquidation value of the Series BB was $1,511,000 at June 30, 1997. The
150,000 warrants are exercisable at an initial exercise price of $4.00 per
share, provided, however, that the purchase price may be adjusted under
certain circumstances. The expiration date of the common stock purchase
warrants is November 18, 2000.
At December 31, 1996, there were authorized 5,000 shares designated as
Series A and 7,500 shares designated as Series B preferred stock. In March
1997, the Company filed a certificate authorizing the creation of a new series
of preferred stock designated as Series BB, and subsequently eliminated the
unissued Series B preferred stock from the certificate of incorporation. On
June 30, 1997, there were authorized 5,000 shares designated as Series A, and
7,500 designated as Series BB preferred stock.
Page 8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
This discussion contains forward looking statements that involve risks
and uncertainties. The Company's actual results could differ materially from
the results discussed in the forward looking statements.
Overview
For all periods presented, the following financial information includes
the accounts of First Help and Ambulette, wholly owned subsidiaries of the
Company.
The Company completed five acquisitions by wholly owned subsidiaries of
the Company between May and August 1996. Each acquisition was accounted for by
purchase accounting. Therefore the total revenues and expenses for each of
these acquisitions is included only for the period after acquisition by the
Company.
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 and
other adjustments.
Results of Operations
The Company's total revenue amounted to $11,889,000 for the six months
ended June 30, 1997, as compared with $5,504,000 for the six months ended June
30, 1996, an increase of $6,385,000 or 116.0%. The Company's total revenue
amounted to $5,888,000 for the three months ended June 30, 1997, as compared
with $2,947,000 for the three months ended June 30, 1996, an increase of
$2,941,000 or 99.8%. The increase is due substantially to the additional
revenues resulting from the acquisitions, and to a lesser extent, increased
volume generated from additional customer base of its business prior to the
acquisitions. In connection with the operations of the businesses acquired by
the Company, the Company has declined certain trips as a result of its
stricter interpretations of the reimbursement regulations, consequently actual
revenues are less than proforma revenues as set forth in Note B.
Operating expenses increased by $4,937,000 or 149.6% to $8,238,000 for
the six months ended June 30, 1997 from $3,301,000 for the six months ended
June 30, 1996. Operating expenses increased by $2,356,000 or 135.5% to
$4,095,000 for the three months ended June 30, 1997 from $1,739,000 for the
three months ended June 30, 1996. These percentage increases were greater than
the percentage increases in volume due to the historically lower margins of
the acquired companies as well as disproportionate increases in depreciation
and amortization. In addition, the Company's costs also increased during the
periods ended June 30, 1997 as the percentage of ambulance services requiring
higher personnel costs increased. As a result of the foregoing, gross profit
as a percentage of revenues decreased to (i) 30.7% for the six months ended
June 30, 1997 from 40.0 % for the six months ended June 30, 1996, and (ii)
30.5% for the three months ended June 30, 1997 from 41.0 % for the three
months ended June 30, 1996.
Page 9
<PAGE>
Selling, general and administrative expenses increased by $1,460,000 or
95.8% to $2,984,000 for the six months ended June 30, 1997, from $1,524,000
for the six months ended June 30, 1996. Selling, general and administrative
expenses increased by $601,000 or 71.0% to $1,448,000 for the three months
ended June 30, 1997, from $847,000 for the three months ended June 30, 1996.
This increase is primarily due to the additional amortization of the
intangibles as a result of the acquisitions, as well as additional personnel
and marketing costs. Such expenses as a percentage of revenues decreased by
2.6% and 4.1% to 25.1% and 24.6% for the six and three months ended June 30,
1997, respectively, from 27.7% and 28.7% for the corresponding periods in
1996, primarily as a result of the increased volumes and the elimination of
certain redundant expenses associated with the acquisitions.
Other income increased to $23,000 and $11,000 for the six and three
months ended June 30, 1997 respectively, as compared to zero for the same
periods in the prior year. This was due to a management fee for the operation
of an ambulance company.
Interest expense increased by $176,000 or 134.4% to $307,000 for the
six months ended June 30, 1997 compared to $131,000 for the six months ended
June 30, 1996. Interest expense increased by $84,000 or 109.1% to $161,000 for
the three months ended June 30, 1997 compared to $77,000 for the three months
ended June 30, 1996. This increase is primarily due to the additional
borrowing and debt incurred in connection with the acquisitions completed in
1996.
Interest income decreased by $13,000 and $30,000 or 23.6% and 58.8% to
$42,000 and $21,000 for the six and three months ended June 30, 1997 compared
to $55,000 and $51,000 for the six and three months ended June 30, 1996. The
reduction in interest income is primarily due to significant expenditures in
connection with acquisitions which reduced available cash.
The Company's income taxes amounted to $210,000 and $113,000 for the six
and three months ended June 30, 1997 representing an effective rate of 49.4%
and 52.3%, compared with $ 263,000 and $153,000 for the six and three months
ended June 30, 1996 representing an effective rate of 43.6% and 45.7%
respectively. The increase in the effective income tax rate results primarily
from the additional amortization from certain acquisitions which is not
deductible for income tax purposes.
The Company's net income amounted to $215,000 and $103,000 or $.04 and
$.02 per share for the six and three months ended June 30, 1997, as compared
to $340,000 and $182,000 or $.10 and $.05 per share for the six and three
months ended June 30, 1996, respectively. This decrease in net income and
earnings per share is attributable to both the additional expenses of the
acquired entities as discussed above, as well as the additional stock issued
as a result of the private placement of common stock and exercise and
conversion of warrants and convertible securities issued.
The Company is currently considering several additional acquisitions in
the near future. 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.
In January 1997, the New York State Medicaid reimbursement rates were
changed. The base rates were reduced, while certain other reimbursement rates
were added or increased. The Company has taken certain courses of action and
is considering other various courses of action and cannot predict the overall
effect of the changes at this time.
The Company has begun its cost-cutting measures and has realized
reductions in certain costs, particularly insurance. However, other cost
reductions will take longer to realize as the Company continues the
consolidation of its operations.
Page 10
<PAGE>
Liquidity and Capital Resources
Cash used in operating activities amounted to $262,000 for the six
months ended June 30, 1997 as compared to cash provided by operating
activities of $505,000 for the six months ended June 30, 1996. The increase in
cash used in operating activities was largely the result of a decrease in
accounts payable and accrued expenses, and an increase in accounts receivable
due mainly to increased volume from the acquisitions, as well as a change in
the payment schedule of governmental agencies. This was offset by an increase
in depreciation and amortization in connection with the acquisitions.
Cash used in investing activities amounted to $926,000 for the six
months ended June 30, 1997 as compared to $2,538,000 for the same period in
1996. The decrease in cash used in investing activities was largely the result
of cash being utilized in the prior year for acquisitions. This was offset by
capital expenditures associated with the purchase of vehicles and equipment.
Cash provided by financing activities amounted to $858,000 for the six
months ended June 30, 1997 as compared to $2,337,000 for the same period in
1996. The decrease in cash provided by financing activities was largely the
result of proceeds in the prior period from the issuance of Common Stock, as
well as the partial exercise of Common Stock Warrants exercised in the prior
period. This was offset by additional bank borrowings and borrowings under
capital lease obligations in the current period.
In December 1996, the Company entered into a $10,000,000 credit
facility to replace its previously existing $3,200,000 credit facility for
working capital and capital expenditures. At June 30, 1997, there was
$6,366,000 outstanding under this facility. A portion of this facility
consists of a revolving credit arrangement which may only be drawn down if the
Company has sufficient qualified accounts receivable. The Company, in the
past, and may in the future, be temporarily unable to draw down desired
amounts because of slow payment by reimbursement agents and as a result of
delays in collection from recently acquired operations.
Working capital at June 30, 1997 amounted to $5,601,000 as compared to
$4,571,000 at June 30, 1996. The Company currently believes that internally
generated funds, and bank loans will provide sufficient liquidity and enable
it to meet its currently foreseeable working capital requirements for existing
operations for at least the next 12 months.
The Company is actively considering a number of acquisitions as of
August 8, 1997, which do not require significant cash payments. Additional
financings, however, may be required in the future in connection with the
Company's acquisition program.
Inflation
The Company believes that the relatively moderate rates of inflation in
recent years have not had a significant impact on its net revenues or its
profitability.
Page 11
<PAGE>
Item 1 - Legal Proceedings.
In April 1997, a former employee of a subsidiary of the Company commenced
an action against the Company and the subsidiary entitled Allen Bemus v.
Community Medical Transport, Inc. and Empire Ambulance and Ambulette, Inc., in
the Superior Court of Connecticut (the "Bemus Action"). The Bemus Action
alleges breach of an employment agreement and a covenant not to compete, a
breach of the covenant of good faith and fair dealing in connection with the
aforesaid agreements, defamation, lost wages and negligent infliction of
emotional distress. The Bemus Action seeks damages in excess of $250,000, plus
punitive damages. The Company believes that it has valid and meritorious
defenses to the Bemus Action, as well as offsets against the claims asserted
in the complaint, and is preparing an appropriate answer. The Company intends
to vigorously oppose the Bemus Action.
In June 1997, a second action was filed against the Company and the
subsidiary by two former officers and shareholders of A-1 Ambulance Service,
Inc., ("A-1 Ambulance"). In June 1996, the Company had acquired from A-1
Ambulance certain assets pursuant to an asset purchase agreement dated
December 29, 1995. That action, entitled A-1 Ambulance Service, Inc., David J.
Warburg and Helen H. Hendrie v. Community Medical Transport, Inc. and Empire
Ambulance and Ambulette, Inc., (the "Warburg Action"), was filed on June 25,
1997 in the Supreme Court of the State of New York, County of Westchester and
was served upon the Company on July 10, 1997. The Warburg Action alleges
breach of the employment agreements entered into between the Company and the
former A-1 shareholders and seeks damages, in the aggregate, of approximately
$325,000. The Company intends to serve a response to the Warburg Action and is
contemplating moving to stay the action and compel arbitration since the
written agreements upon which the claims in the Warburg action are based
provide that disputes under those agreements are subject to arbitration. The
Company believes that it has valid and meritorious defenses to the Warburg
Action, as well as offsets against the claims asserted in the complaint, and
therefore intends to vigorously oppose that action.
Item 2 - Changes in Securities.
The following sets forth information relating to all securities of the
Company sold from April 1, 1997 through June 30, 1997 without registering the
securities under the Securities Act of 1933, as amended (the "Securities
Act"):
During June 1997, the Company issued 127,000 shares of Common Stock to two
non-affiliate entities upon conversions of 444.5 shares of Series BB
Convertible Preferred Stock.
Exemption from registration under the Securities Act is
claimed for the sales of Common Stock referred to above in reliance upon the
exemption afforded by Section 3(9) of the Securities Act. The foregoing does
not include 153,846 shares of Common Stock issued to Alan McGeorge pursuant to
the acquisition of the Hudson Valley Companies as described in Note B to the
Consolidated Financial Statements. The resale of these shares were subject to
an effective registration statement.
Item 5 - Other Information.
In July 1997, the Company satisfied the note payable to Alan McGeorge as
attorney, for the amount of $500,000. In conjunction with the payment of the
note, the Company issued 166,667 shares of its Common Stock to a third party
in consideration for $500,000.
Page 12
<PAGE>
In July 1997, the Company entered into an agreement with Fox Ridge
Transportation, Inc. ("Fox Ridge") for the acquisition of certain vehicles and
contracts. The consummation of such agreement is subject to the delivery of
certain documents by Fox Ridge. Pending delivery of such documents, the
Company will operate the business of Fox Ridge and be entitled to the revenues
therefrom.
Commencing on August 1, 1997, the Company's Common Stock and Warrants were
quoted on The Nasdaq SmallCap Market. Although the Company did not agree with
the decision to terminate the listing of the Company's securities from The
Nasdaq National Market, in the view of The Nasdaq Stock Market, Inc., the
Company did not comply with certain Nasdaq criteria not related to the
financial condition of the Company.
Item 6 - Exhibits and Reports on Form 8-K.
(a)Exhibits
Exhibit 27 - Financial Data Schedule
(b)Reports on Form 8-K - Not Applicable
Page 13
<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 12th day of August, 1997.
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 707,000
<SECURITIES> 1,554,000
<RECEIVABLES> 6,863,000
<ALLOWANCES> 745,000
<INVENTORY> 0
<CURRENT-ASSETS> 9,628,000
<PP&E> 5,751,000
<DEPRECIATION> 1,928,000
<TOTAL-ASSETS> 24,534,000
<CURRENT-LIABILITIES> 4,027,000
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 14,487,000
<TOTAL-LIABILITY-AND-EQUITY> 24,534,000
<SALES> 0
<TOTAL-REVENUES> 5,888,000
<CGS> 0
<TOTAL-COSTS> 4,095,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 140,000
<INCOME-PRETAX> 216,000
<INCOME-TAX> 113,000
<INCOME-CONTINUING> 103,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103,000
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
