<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 SEPTEMBER 30, 1997
Transition report under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the transition period from to
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Commission file number 0-24640
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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
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(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
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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 X 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: 5,708,718 shares of common
stock as of November 7, 1997
----------------
Transitional Small Business Disclosure Format (check one):
Yes No X
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<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
INDEX
Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1997
(unaudited) and December 31, 1996 2
Consolidated Statements of Income
for the Nine Months and Three Months Ended
September 30, 1997 (unaudited) and 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1997 (unaudited)
and 1996 (unaudited) 4
Notes to Consolidated Financial Statements 5-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
Part II. Other Information
Item 2. Changes in Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and reports on Form 8-K 14
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS
September 30, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ............................................... $ 789,000 $ 1,037,000
Short-term Investments .................................................. 1,139,000 1,733,000
Accounts receivable, trade, less allowance for
doubtful accounts ..................................................... 5,166,000 5,071,000
Prepaid insurance ....................................................... 732,000 608,000
Prepaid income taxes .................................................... 504,000 213,000
Other Current Assets .................................................... 467,000 873,000
------------ ------------
Total Current Assets ............................................. 8,797,000 9,535,000
Property, equipment and leasehold
improvements - net .................................................... 4,338,000 3,047,000
Customer lists - net (Note E) ........................................... 1,511,000 2,993,000
License - net ........................................................... 710,000 605,000
Other assets (Note F) ................................................... 451,000 1,379,000
Goodwill - net (Note E) ................................................. 2,689,000 5,290,000
Covenant not to compete, net ............................................ 117,000 167,000
------------ ------------
Total Assets ..................................................... $ 18,613,000 $ 23,016,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt ....................................... $ 1,537,000 $ 1,495,000
Accounts payable and accrued expenses ................................... 3,448,000 2,204,000
Deferred taxes payable .................................................. 162,000 852,000
------------ ------------
Total Current Liabilities ........................................ 5,147,000 4,551,000
Long-term Debt:
Long-term debt - net of current portion ................................. 6,429,000 5,136,000
Deferred taxes payable .................................................. 162,000 119,000
------------ ------------
Total Liabilities ................................................ 11,738,000 9,806,000
------------ ------------
Stockholders' Equity (Note D) :
Preferred stock, $.001 par value, 5,000,000 shares authorized,
1,336.0 Series BB and 2,423 Series B shares issued and outstanding
at September 30, 1997 and December 31, 1996, respectively
(liquidation value of $1,336,000 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,
5,698,718 and 4,770,940 shares issued and outstanding at
September 30, 1997 and December 31, 1996 ............................. 6,000 5,000
Capital in excess of par value .......................................... 14,044,000 12,322,000
Retained earnings (deficit) ............................................. (7,175,000) 883,000
------------ ------------
Total Stockholders' Equity ....................................... 6,875,000 13,210,000
------------ ------------
Total Liabilities and Stockholders' Equity ....................... $ 18,613,000 $ 23,016,000
============ ============
</TABLE>
page 2
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Statements of Income
- Unaudited -
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenue ............................................... $ 17,435,000 $ 9,998,000 $ 5,546,000 $ 4,494,000
------------ ------------ ------------ ------------
Operating expenses:
Salaries and benefits ................................... 9,487,000 4,160,000 3,323,000 1,956,000
Fleet Maintenance ....................................... 1,307,000 782,000 414,000 348,000
Insurance ............................................... 625,000 685,000 220,000 238,000
Rent .................................................... 351,000 160,000 135,000 82,000
Depreciation and amortization ........................... 597,000 287,000 197,000 149,000
------------ ------------ ------------ ------------
Total operating expenses .............................. 12,367,000 6,074,000 4,289,000 2,773,000
------------ ------------ ------------ ------------
Gross profit .......................................... 5,068,000 3,924,000 1,257,000 1,721,000
Selling, general and administrative ....................... 5,304,000 2,858,000 2,160,000 1,335,000
Intangible write-down (Note E) ............................ 5,400,000 0 5,400,000 0
Receivables adjustment, restructuring
and other costs (Note F) ............................... 2,610,000 0 2,610,000 0
------------ ------------ ------------ ------------
Income (loss) from operations ............................. (8,246,000) 1,066,000 (8,913,000) 386,000
Other income .............................................. (34,000) 0 (11,000) 0
Interest income ........................................... (79,000) (106,000) (37,000) (51,000)
Interest expense .......................................... 491,000 242,000 184,000 111,000
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes ........... (8,624,000) 930,000 (9,049,000) 326,000
Provision (benefit) for income taxes ...................... (567,000) 398,000 (777,000) 134,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) ..................................... $ (8,057,000) $ 532,000 $ (8,272,000) $ 192,000
============ ============ ============ ============
Net income (loss) available to common
shareholders ........................................... $ (8,108,000) $ 477,000 $ (8,285,000) $ 137,000
============ ============ ============ ============
Net income (loss) per share............................... $ (1.57) $ .15 $ (1.50) $ .04
============ ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding
used in computing earnings (loss) per share ............. 5,160,400 3,202,500 5,541,800 3,390,300
============ ============ ============ ============
</TABLE>
page 3
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC, AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
Cash flow from operating activities:
Net income (loss) ..................................................... $(8,057,000) $ 532,000
Adjustments to reconcile net income (loss) to cash (used in)
provided by operating activities:
Depreciation and amortization expense ............................... 1,242,000 419,000
Imputed interest on note payable .................................... 5,000 34,000
Intangible write-down ............................................... 5,400,000 0
Receivables adjustment, restructuring and other costs ............... 2,610,000 0
Changes in operating assets and liabilities:
(Increase) in accounts receivable-trade net ....................... (1,467,000) (1,889,000)
(Increase) in prepaid expenses and other current assets ........... (76,000) (1,157,000)
Decrease (increase) in other assets ............................... 85,000 (625,000)
Increase in accounts payable and accrued expenses ................. 844,000 1,207,000
Increase in income taxes payable .................................. 0 349,000
(Decrease) in deferred taxes payable .............................. (647,000) (163,000)
----------- -----------
Net cash (used in) operating activities ............................... (61,000) (1,293,000)
----------- -----------
Cash used in investing activities:
Acquisition of equipment-net of disposals ............................. (1,333,000) (724,000)
Decrease (increase) in short term investments ......................... 594,000 (1,561,000)
Acquisition of businesses (Note B) .................................... (300,000) (4,246,000)
-----------
Net cash (used in) investing activities ............................... (1,039,000) (6,531,000)
----------- -----------
Cash flow from financing activities:
Proceeds from bank borrowings ......................................... 1,246,000 1,291,000
Proceeds from borrowings under capital lease obligations .............. 130,000 0
Principal payments on debt ............................................ (466,000) (615,000)
Principal payments on capital lease obligations ....................... (59,000) (30,000)
Net Proceeds from exercise of Employee Stock Options .................. 35,000 0
Net Proceeds from issuance of Common Stock ............................ 0 1,337,000
Net Proceeds from issuance of Preferred Stock ......................... 0 5,935,000
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 ............................. 852,000 8,394,000
----------- -----------
NET (DECREASE) INCREASE IN CASH ....................................... (248,000) 570,000
CASH - BEGINNING OF PERIOD ............................................ 1,037,000 25,000
----------- -----------
CASH - END OF PERIOD .................................................. $ 789,000 $ 595,000
=========== ===========
Supplementary disclosure of cash flow information: Cash paid during the
period:
Interest ............................................................ $ 408,000 $ 219,000
=========== ===========
Taxes ............................................................... $ 253,000 $ 45,000
=========== ===========
Supplemental disclosure of non-cash investing activities:
Acquisition of property and equipment ............................... 826,000 $ 818,000
Acquisition of intangibles .......................................... 1,680,000 7,283,000
Common Stock issued in connection with acquisition of businesses .... (1,721,000) 0
Debt assumed in connection with acquisition of business ............. (485,000) 0
Notes payable in connection with acquisition of businesses .......... 0 (3,855,000)
----------- -----------
Cash paid to acquire assets ......................................... $ 300,000 $ 4,246,000
=========== ===========
</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 medical ambulance and
ambulette transportation services.
The Company provides specialized ambulette 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. Ambulettes 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 nine and three month periods ended September 30,
1997 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1997. Certain expenses in the prior period have
been reclassified to conform to the September 30, 1997 presentation. 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, the Company renegotiated the
amount due on a note payable to Alan McGeorge, and the note was repaid in full
for the amount of $500,000. In conjunction with the repayment of the note, the
Company issued 166,667 shares of its Common Stock to a third party in
consideration of $500,000. 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. After the termination of such
contract, a portion of the real estate purchase price has been reallocated to
the asset agreement. The parties are currently in negotiations in connection
with an adjustment to the asset purchase price and the terms of the payment of
the balance of the purchase price.
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)
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 nine
months ended September 30, 1997 and 1996 assuming the above acquisitions had
taken place on January 1, 1997 and 1996 respectively is as follows:
Nine Months Nine Months
Ended 9/30/97 Ended 9/30/96
------------- -------------
Revenue.................................. $ 18,506,000 $ 19,353,000
Net income (loss)........................ $ (8,027,000) $ 1,118,000
Net income (loss) per common share....... $ (1.54) $ .23
The proforma net loss for the nine months ended September 30, 1997
includes the intangibles write-down of $5,400,000 and the receivables
adjustment, restructuring and other costs of $2,610,000 as further described
in Notes E and F.
(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>
Nine Months Ended September 30, Three Months Ended September 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 (loss) $(8,057,000) $(1.56) $ 532,000 $.17 $(8,272,000) $(1.49) $192,000 $.06
Adjustment for
cumulative preferred
stock dividends (51,000) (.01) (55,000) (.02) (13,000) (.01) (55,000) (.02)
----------- ------ --------- ---- ----------- ------ -------- ----
Net income (loss) applicable
to common stockholders
and net income (loss)
per share $(8,108,000) $(1.57) $ 477,000 $.15 $(8,285,000) $(1.50) $137,000 $.04
============ ====== ========= ==== =========== ====== ======== ====
Weighted average common
shares and common
equivalent shares
outstanding 5,160,400 3,202,500 5,541,800 3,390,300
============ ========= =========== ========
</TABLE>
Primary and fully diluted income per share amounts do not differ.
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 and 2,577.0 of the Series B have
been converted into Common Stock as of December 31, 1996. 3,664.0 shares of
the Series BB have been converted into common stock as of September 30, 1997.
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. At December 31, 1996, there were 5,000 shares designated as
Series A and 7,500 shares designated as Series B preferred stock. On September
30, 1997, there were 5,000 shares designated as Series A and 7,500 shares
designated as Series BB preferred stock. 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 $1,336,000 at September 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.
(Note E) - Intangibles write-down:
Intangible assets are shown net of accumulated amortization, which
includes a material write-down in the current period. The decline in the
financial results of the operations of the Hudson Valley Companies acquired in
1996, has led the Company to re-evaluate certain assets for possible
impairment. The resultant strategic and operational review and the application
of the Company's objective measurement tests resulted in an re-evaluation of
goodwill and customer lists relating to the Hudson Valley Companies. The
underlying factors contributing to the decline in the financial results
include changes in the marketplace for stricter medical necessity
interpretations and the resultant changes in the relations with certain
customers and increased competition. The Company determined the fair value of
the assets based on discounted expected future cash flow. The re-evaluation
resulted in a $5,400,000 write-down of Hudson Valley's goodwill and customer
lists.
Page 8
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Note F) - Receivables adjustment, restructuring and other costs:
During the third quarter of 1997, the Company began implementing a
restructuring and consolidation program designed to enhance overall
competitiveness and increase productivity and efficiency through the
consolidation of the Company's previously separate operating entities into one
company with separate operating divisions. This consolidation is intended to
reduce certain redundancies in the operations, billing and dispatching as well
as obtaining a better overall utilization of its operating personnel. This
consolidation process will be further enhanced when the Company moves its
headquarters and centralizes its billing and dispatching into one location in
White Plains, NY. This move is expected to take place in January 1998. In
connection with this consolidation, a partial consolidation of the billing
process has already begun. After a re-evaluation during the third quarter of
1997 of the accounts receivable arising from the acquired companies, a charge
to earnings was incurred for revenues billed subsequent to the acquisitions.
In addition to the costs associated with the consolidation of the
Company's separate operating companies identified above, the Company is also
taking a charge to earnings for other costs. The Company defers certain costs
incurred in connection with acquisitions. These costs are recorded as
intangibles upon the acquisition. Based upon the upcoming consolidation and
the evaluation of costs associated with potential acquisitions, management
believes that the likelihood of the completion of these potential acquisitions
has been reduced. Therefore, these costs have been charged against earnings in
the current period.
Listed below are the charges to earnings taken in the current period
as restructuring and other costs:
Deferred costs in connection with future acquisitions $ 843,000
Receivables adjustment incurred in connection with
acquired companies 1,371,000
Severance settlement and moving costs 396,000
-----------
Total restructuring and other costs $ 2,610,000
===========
Page 9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996 Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996
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 $17,435,000 for the nine
months ended September 30, 1997, as compared with $9,998,000 for the nine
months ended September 30, 1996, an increase of $7,437,000 or 74.4%. The
Company's total revenue amounted to $5,546,000 for the three months ended
September 30, 1997, as compared with $4,494,000 for the three months ended
September 30, 1996, an increase of $1,052,000 or 23.4%. The increase is due
substantially to the additional revenues resulting from the acquisitions, and
to a lesser extent, increased revenue 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 $6,293,000 or 103.6% to $12,367,000
for the nine months ended September 30, 1997 from $6,074,000 for the nine
months ended September 30, 1996. Operating expenses increased by $1,516,000 or
54.7% to $4,289,000 for the three months ended September 30, 1997 from
$2,773,000 for the three months ended September 30, 1996. These percentage
increases were greater than the percentage increases in revenue 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 September 30, 1997 as
the increased 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) 29.1% for the nine months ended September 30, 1997
from 39.2 % for the nine months ended September 30, 1996, and (ii) 22.7% for
the three months ended September 30, 1997 from 38.3 % for the three months
ended September 30, 1996.
Page 10
<PAGE>
Selling, general and administrative expenses increased by $2,446,000
or 85.6.% to $5,304,000 for the nine months ended September 30, 1997, from
$2,858,000 for the nine months ended September 30, 1996. Selling, general and
administrative expenses increased by $825,000 or 61.8% to $2,160,000 for the
three months ended September 30, 1997, from $1,335,000 for the three months
ended September 30, 1996. Such expenses as a percentage of revenues increased
by 1.8% and 9.2% to 30.4% and 38.9% for the nine and three months ended
September 30, 1997, respectively, from 28.6% and 29.7% for the corresponding
periods in 1996, primarily as a result of the increased depreciation and
amortization of the intangibles, increased bad debt reserves, as well as
additional personnel and marketing costs offset by increased volumes and the
elimination of certain redundant expenses associated with the acquisitions.
The charge to earnings in the current period for the intangibles
write-down of $5,400,000 is the result of the reduced operating results of the
Hudson Valley Companies, and the corresponding measurement of its expected
future discounted cash flows. The increased costs of the Hudson Valley
Companies, particularly higher personnel costs, and the increased accounts
receivable reserves on the existing customer base has led the Company to
reduce its carrying amount of its intangible assets to net present value of
the expected cash flows. This charge has been taken in the current period.
The Company is currently consolidating its separate operating
entities into one company with separate operating divisions. The Company has
taken a charge to earnings in the current period in the amount of $2,610,000
which is primarily the result of an adjustment to accounts receivable of the
Hudson Valley Companies and other acquisitions arising subsequent to the date
of acquisition. The consolidation of the companies should be completed during
the first quarter of 1998 and is intended, among other items, to obtain better
overall utilization of its operating personnel. In addition, as described in
Note F, the Company took a charge to earnings for severance and moving costs
as well as costs previously deferred for future acquisitions, the completion
of which, in the opinion of management, is questionable.
Other income increased to $34,000 and $11,000 for the nine and three
months ended September 30, 1997 respectively, as compared to zero for the same
periods in the prior year. This was due to a management fee earned by the
Company for the operation of an ambulance company.
Interest expense increased by $249,000 or 102.9% to $491,000 for the
nine months ended September 30, 1997 compared to $242,000 for the nine months
ended September 30, 1996. Interest expense increased by $73,000 or 65.8% to
$184,000 for the three months ended September 30, 1997 compared to $111,000
for the three months ended September 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 $27,000 and $14,000 or 25.5% and 27.5%
to $79,000 and $37,000 for the nine and three months ended September 30, 1997
compared to $106,000 and $51,000 for the nine and three months ended September
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 a benefit of $567,000 and
$777,000 for the nine and three months ended September 30, 1997, compared with
a tax provision of $398,000 and $134,000 for the nine and three months ended
September 30, 1996, respectively. The 1997 tax benefit resulted from the
Company sustaining a taxable loss for the nine months ended September 30,
1997. Should the fourth quarter of 1997 result in taxable income, the benefit
will be decreased, or may result in a net tax provision for the year ended
December 31, 1997.
Page 11
<PAGE>
The Company's net loss amounted to $8,057,000 and $8,272,000 or $1.57
and $1.50 per share for the nine and three months ended September 30, 1997, as
compared to net income of $532,000 and $192,000 or $.15 and $.04 per share for
the nine and three months ended September 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, including the
intangibles write-down and the restructuring costs, 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 has determined not to pursue any additional acquisitions
pending consolidation of its separately operating entities into one operation.
If the Company makes any acquisitions thereafter, the completion of any such
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
including the elimination of certain operations which have become
unprofitable, and is considering other various courses of action and cannot
predict the overall effect of the changes at this time.
Page 12
<PAGE>
Liquidity and Capital Resources
Cash used in operating activities amounted to $61,000 for the nine
months ended September 30, 1997 as compared to $1,293,000 for the nine months
ended September 30, 1996. The reduction in cash used in operating activities
was largely the result of a decrease in accounts receivable due mainly to
increased volume in the prior period, as well as a change in the payment
schedule of governmental agencies, and an increase in depreciation and
amortization in connection with the acquisitions.
Cash used in investing activities amounted to $1,039,000 for the nine
months ended September 30, 1997 as compared to $6,531,000 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, and a decrease in short term investments.
Cash provided by financing activities amounted to $852,000 for the
nine months ended September 30, 1997 as compared to $8,394,000 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 September 30, 1997, there was
$6,427,000 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.
At September 30, 1997, the Company was not in compliance with several
financial covenants from its lenders. The lead lender has indicated its
willingness to provide such waiver in connection with an amendment to the loan
agreement which is currently in the process of being negotiated. Accordingly,
the Company continues to classify such amounts as non-current. However, there
can be no assurance that such waiver will be obtained.
Working capital at September 30, 1997 amounted to $3,650,000 as
compared to $3,811,000 at September 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 intends to complete additional acquisitions after the
consolidation of the Company's operations. 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 13
<PAGE>
Item 2 - Changes in Securities.
The following sets forth information relating to all securities of the
Company sold from July 1, 1997 through September 30, 1997 without registering
the securities under the Securities Act of 1933, as amended (the "Securities
Act"):
In July 1997 the Company issued 166,667 shares of Common Stock in
consideration for $500,000 to a non-affiliate person. Exemption from
registration is claimed for such issuance upon the exemption afforded by
Section 4(2) of the Securities Act.
During September 1997, the Company issued 50,000 shares of Common Stock
to two non-affiliate entities upon conversions of 175.0 shares of Series BB
Convertible Preferred Stock. Exemption from registration under the Securities
Act is claimed for such issuance upon the exemption afforded by Section 3(9)
of the Securities Act.
Item 4 - Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on July 24, 1997, several
matters were presented to and voted upon by the Company's stockholders as
follows:
1. The Company's stockholders elected four directors for the ensuing
year as follows:
Dean L. Sloane For: 4,779,874 Withheld: 38,363
Craig V. Sloane For: 4,778,109 Withheld: 40,128
Bernard M. Kruger For: 4,779,874 Withheld: 38,363
Lucius J. Riccio For: 4,786,992 Withheld: 31,315
2. To amend the Company's 1994 Directors' Stock Option Plan.
For: 4,660,130 Withheld: 144,407 Abstain: 13,700
3. To ratify the selection of Richard A. Eisner & Company, LLP as the
Company's independent auditors for the fiscal year ending December 31, 1997.
For: 4,729,602 Withheld: 87,170 Abstain: 1,465
Item 5 - Other Information.
In July 1997, the Company entered into an agreement with Fox Ridge
Transportation, Inc. ("Fox Ridge") to purchase of certain vehicles. The
consummation of such agreement was completed in September 1997. The Company
performed several agreements of Fox Ridge and has been entitled to the
revenues therefrom, since July 1997.
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 14
<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 November, 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
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<PERIOD-START> Jul-01-1997
<PERIOD-END> Sep-30-1997
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