<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 MARCH 31, 1998
--------------
- --- 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.)
4 Gannett Drive
White Plains, NY 10604
----------------------------------------
(Address of Principal Executives Offices)
(914) 697-9233
---------------------------
(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: 5,993,652 shares of common
stock as of May 6, 1998 --------------------------
- -----------------------
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 March 31, 1998
(unaudited) and December 31, 1997 2
Consolidated Statements of Income Operations
for the Three Months Ended March 31,
1998 (unaudited) and 1997 (unaudited) 3
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1998 (unaudited)
and 1997 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Part II. Other Information
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 6. Exhibits and reports on Form 8-K 9
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS
March 31, 1998 December 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents................................... $1,174,000 $ 925,000
Short-term Investments...................................... 1,191,000 1,136,000
Accounts receivable, trade, less allowance for
doubtful accounts......................................... 4,204,000 4,828,000
Prepaid insurance........................................... 565,000 706,000
Prepaid and refundable income taxes......................... 308,000 592,000
Other Current Assets........................................ 374,000 276,000
Deferred tax Assets......................................... 489,000 524,000
------------ ------------
Total Current Assets................................. 8,305,000 8,987,000
Property, equipment and leasehold
improvements - net........................................ 4,164,000 4,385,000
License - net............................................... 697,000 703,000
Customer lists - net........................................ 1,403,000 1,459,000
Other assets................................................ 359,000 398,000
Goodwill - net.............................................. 2,637,000 2,661,000
Covenant not to compete, net................................ 83,000 100,000
------------ ------------
Total Assets......................................... $ 17,648,000 $ 18,693,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt........................... $5,693,000 $ 2,388,000
Accounts payable and accrued expenses....................... 3,103,000 3,507,000
------------ ------------
Total Current Liabilities............................ 8,796,000 5,895,000
Long-term Debt:
Long-term debt - net of current portion..................... 1,852,000 5,566,000
Deferred taxes payable...................................... 482,000 524,000
------------ ------------
Total Liabilities.................................... 11,130,000 11,985,000
------------ ------------
Stockholders' Equity
Preferred stock, 4% cumulative, $.001 par value, 5,000,000 shares
authorized, Series BB, 7,500 shares designated, zero and 778.4
shares issued and outstanding at March 31, 1998 and
December 31, 1997, respectively (liquidation value of zero and
$778,400 respectively, excluding cumulative dividends)
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,
5,993,652 and 5,761,007 shares issued and outstanding at
March 31, 1998 and December 31, 1997 .................... 6,000 6,000
Capital in excess of par value.............................. 14,043,000 14,043,000
Accumulated deficit......................................... (7,531,000) (7,341,000)
------------ ------------
Total Stockholders' Equity........................... 6,518,000 6,708,000
------------ ------------
Total Liabilities and Stockholders' Equity........... $ 17,648,000 $ 18,693,000
============ ============
</TABLE>
page 2
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
- Unaudited -
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1998 1997
-------- --------
<S> <C> <C>
Net revenue............................................................ $4,872,000 $6,001,000
---------- ----------
Operating expenses:
Salaries and benefits................................................ 2,686,000 3,143,000
Fleet Maintenance.................................................... 306,000 388,000
Insurance............................................................ 160,000 238,000
Rent................................................................. 120,000 116,000
Depreciation and amortization........................................ 246,000 193,000
---------- ----------
Total operating expenses........................................... 3,518,000 4,078,000
---------- ----------
Gross profit....................................................... 1,354,000 1,923,000
Selling, general and administrative.................................... 1,383,000 1,601,000
---------- ----------
Income (loss) from operations.......................................... (29,000) 322,000
Other expense (income)................................................. 0 (12,000)
Interest income........................................................ (19,000) (21,000)
Interest expense ...................................................... 180,000 146,000
---------- ----------
Income (loss) before provision for income taxes........................ (190,000) 209,000
Provision (benefit) for income taxes................................... 0 97,000
---------- ----------
NET INCOME (LOSS).................................................. $ (190,000) $ 112,000
=========== ==========
Net income (loss) available to common
shareholders - basic................................................ $ (190,000) $ 90,000
Preferred stock dividends - assumed conversion............ 0 22,000
---------- ----------
Net income (loss) available to common shareholders
including assumed conversion - diluted.............................. (190,000) 112,000
=========== ==========
Net income (loss) per share - basic and diluted........................ $ (.03) $ .02
========== ==========
Weighted average number of common shares
outstanding - basic.................................................. 5,975,600 $4,891,500
Effect of potential common shares related to stock options
and assumed preferred stock conversion.............................. 0 778,700
---------- ----------
Weighted average number of common shares outstanding - diluted 5,975,600 5,670,200
========== ==========
</TABLE>
page 3
<PAGE>
COMMUNITY MEDICAL TRANSPORT, INC, AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
Cash flow from operating activities:
Net income (loss)............................................................ $ (190,000) $ 112,000
Adjustments to reconcile net income (loss) to cash (used in)
provided by operating activities:
Depreciation and amortization expense...................................... 375,000 354,000
Imputed interest on note payable........................................... 0 5,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable-trade net..................... 624,000 (736,000)
Decrease in prepaid expenses and other current assets.................... 308,000 399,000
Decrease (increase) in other assets...................................... 39,000 (3,000)
(Decrease) increase in accounts payable and accrued expenses............. (404,000) 83,000
(Decrease) in deferred taxes, net........................................ (7,000) (240,000)
---------- ----------
Net cash provided by (used in) operating activities.......................... 745,000 (26,000)
---------- ----------
Cash used in investing activities:
Acquisition of equipment-net of disposals.................................... (32,000) (609,000)
(Increase) decrease in short term investments................................ (55,000) 144,000
---------- ----------
Net cash (used in) investing activities...................................... (87,000) (465,000)
---------- ----------
Cash flow from financing activities:
Proceeds from bank borrowings................................................ 0 540,000
Principal payments on debt................................................... (369,000) (113,000)
Principal payments on capital lease obligations.............................. (40,000) (2,000)
Net Proceeds from exercise of Employee Stock Options......................... 0 35,000
---------- ----------
Net cash (used in) provided by financing activities.......................... (409,000) 460,000
---------- ----------
NET INCREASE (DECREASE) IN CASH.............................................. 249,000 (31,000)
CASH - BEGINNING OF PERIOD................................................... 925,000 1,037,000
---------- ----------
CASH - END OF PERIOD......................................................... $1,174,000 $1,006,000
========== ==========
Supplementary disclosure of cash flow information: Cash paid during the
period:
Interest................................................................... $ 159,000 $ 104,000
========== ==========
Taxes...................................................................... $ 8,000 $ 50,000
========== ==========
</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 emergency and
non-emergency ambulance transportation, as well as ambulette transportation
services in the New York - New Jersey Metropolitan area. Ambulettes are
specialized vans that contain wheelchair lifts or ramps for the transportation
of 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.
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 three month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. The information contained in the interim financial
statements should be read in conjunction with the Company's audited financial
statements and footnotes thereto included in the Company's Form 10-KSB for the
year ended December 31, 1997 filed with the Securities and Exchange
Commission.
(Note B) - Reclassification:
- ---------------------------
Certain items in the prior period have been reclassified to conform
to the current period's presentation.
Page 5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
Overview
For all periods presented, the following financial information
includes the accounts of all operating subsidiaries of 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.
Forward Looking Statements
Except for the historical information contained herein, the following
statements and certain other statements contained herein are based on current
expectations. Such statements are forward looking statements that involve a
number of risks and uncertainties. Factors that could cause actual results to
differ materially include, but are not limited to the following (I) general
economic conditions, (ii) competitive market influences, (iii) third party
reimbursement rate changes or changes in criteria of coverage, (iv)
availability of insurance at reasonable costs, (v) customer relations and (vi)
increased competition.
Results of Operations
The Company's total revenue amounted to $4,872,000 for the three
months ended March 31, 1998, as compared with $6,001,000 for the three months
ended March 31, 1997, a decrease of $1,129,000 or 18.8%. The decrease is due
substantially to the consolidation of the Company, whereby the Company has
declined certain trips previously performed by the businesses acquired, as a
result of the Company's stricter interpretations of the reimbursement
regulations.
Operating expenses decreased by $560,000 or 13.7% to $3,518,000 for
the three months ended March 31, 1998 from $4,078,000 for the three months
ended March 31, 1997. This percentage decrease was lower than the percentage
decrease in revenue due to the inherently lower margins of the acquired
companies. In addition, the Company's overall costs of providing services also
increased for the current period ended as personnel costs increased in order
for the Company to remain competitive. As a result of the foregoing, gross
profit as a percentage of revenues decreased to 27.8% for the three months
ended March 31, 1998 from 32.0 % for the three months ended March 31, 1997.
Selling, general and administrative expenses decreased by $218,000 or
13.6.% to $1,383,000 for the three months ended March 31, 1998, from
$1,601,000 for the three months ended March 31, 1997. The decrease in costs
was due primarily to the elimination of certain redundant expenses associated
with the acquisitions. Such expenses as a percentage of revenues increased by
1.7% to 28.4% for the three months ended March 31, 1998, from 26.7% for the
three months ended March 31, 1997, primarily as a result of the decreased
revenues, as well as additional personnel and marketing costs.
Other income amounted to zero for the three months ended March 31,
1998 as compared to $12,000 for the three months ended March 31, 1997. The
income in the 1997 period was due to a management fee earned by the Company
for the operation of an ambulance company, which has been terminated effective
December 31, 1997.
Page 6
<PAGE>
Interest expense increased by $34,000 or 23.3% to $180,000 for the
three months ended March 31, 1998 compared to $146,000 for the three months
ended March 31, 1997. This increase is primarily due to the additional
borrowing and debt incurred in connection with the acquisitions completed in
1996.
Interest income decreased by $2,000 or 9.5% to $19,000 for the three
months ended March 31, 1998 compared to $21,000 for the three months ended
March 31, 1997. 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 zero for the three months
ended March 31, 1998 compared with a tax provision of $97,000 for the three
months ended March 31, 1997. The 1998 amount resulted from the Company
incurring a taxable loss for the three months ended March 31, 1998, as well as
a net operating loss carryover for the year ended December 31, 1997.
The Company's net loss amounted to $190,000 or $.03 per share for the
three months ended March 31, 1998, as compared to net income of $112,000 or
$.02 per share for the three months ended March 31, 1997. This decrease in net
income and earnings per share is attributable to the factors described above,
primarily the reduced revenues, without a proportionate reduction in operating
expenses, due particularly to the higher cost of operating personnel.
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, however,
there can be no assurance that future net income will be positively impacted.
Additional financing however, may be required in connection with any further
acquisitions.
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. These rate changes principally effected the ambulette
business, and the Company has taken certain courses of action, including the
elimination of certain operations which had become less profitable or
unprofitable, particularly where customers refused or were unable to permit
the Company to provide the services efficiently to meet the new regulations.
Liquidity and Capital Resources
Cash provided by operating activities amounted to $745,000 for the
three months ended March 31, 1998 as compared with cash used in operating
activities of $26,000 for the three months ended March 31, 1997. The increase
in cash provided by operating activities was largely the result of a decrease
in accounts receivable due mainly to a decrease in revenues in the current
period, partially offset by a reduction in accounts payable and accrued
expenses.
Cash used in investing activities amounted to $87,000 for the three
months ended March 31, 1998 as compared to $465,000 for the same period in
1997. The decrease in cash used in investing activities was primarily the
result of more significant capital expenditures incurred in the prior period
associated with the purchase of vehicles and equipment, which was not incurred
in the current period.
Cash used in financing activities amounted to $409,000 for the three
months ended March 31, 1998 as compared with cash provided by financing
activities of $460,000 for the same period in 1997. The decrease in cash
provided by financing activities was largely the result of additional bank
borrowings in the prior period as compared with more significant principal
repayments on such borrowings in the current period.
Page 7
<PAGE>
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. A portion of the $10,000,000 credit
facility consists of a $6,500,000 revolving credit arrangement, which may only
be drawn down if the Company has sufficient qualified accounts receivable. The
balance of the credit facility is available under term notes. The Company, in
the past, and may in the future, be temporarily unable to draw down desired
amounts because of slow payment by reimbursement agencies and as a result of
delays in collection. In addition, the Company may be required from time to
time to repay a portion of this facility under the provisions of the credit
agreement. At March 31, 1998, there was $5,663,000 outstanding under this
facility consisting of $3,800,000 under the revolving credit arrangement and
$1,863,000 under the term notes.
At December 31, 1997, the Company was not in compliance with several
financial covenants from its lenders. The lenders have provided a waiver in
connection with an amendment to the loan agreement, which was completed on
April 14, 1998. As a result of such amendment, the lenders amended certain
financial covenants at future measurement dates to accommodate the Company's
current financial status. Further, the lenders have extended the maturity date
of the revolving credit arrangement to January 18, 1999 and in conjunction
with such revisions, reduced the amount under the revolving credit arrangement
from $6,500,000 to $3,500,000. The Company is currently in compliance with
such amended financial covenants, and intends to refinance such credit
facility prior to January 1999.
At March 31, 1998, the Company had a working capital deficit of
$491,000 as compared to working capital of $5,247,000 at March 31, 1997. Such
deficit at March 31, 1998 is the result of the maturity date of the revolving
credit arrangement of January 18, 1999, and as such, the entire balance of
$3,800,000 outstanding at March 31, 1998 is included as a current liability.
The Company is required to reduce its revolving credit arrangement to
$3,500,000. As of the date of this filing, $3,600,000 is currently
outstanding, with an additional $100,000 expected to be repaid by May 31,
1998. Therefore, the Company cannot currently draw down on its existing credit
facility. The Company is currently negotiating substitute financing.
The Company expects that the combination of existing cash balances
and cash generated from operations based on present projections, will provide
sufficient liquidity and enable it to meet its currently foreseeable working
capital requirements for existing operations for the balance of the year.
However, by January 1999, the Company must retain financing in order to repay
its revolving credit arrangement. The Company is currently seeking such
financing.
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 8
<PAGE>
Item 1 - Legal Proceedings.
On April 29, 1998, the Company and a wholly owned subsidiary, Century
Ambulance and Ambulette, Inc., ("Century") filed an action in the Supreme
Court State of New York, County of Westchester against Harvey H. McGeorge Co.,
Inc., Richards/Decker Operating Co., Inc., Hudvalco, Inc. doing business as
Hudson Valley Ambulance, Alan McGeorge, Tor Avenue Realty, Inc. (all of the
foregoing together referred to herein as the "McGeorge Defendants") and
Richard A. Eisner & Company, LLP. The action entitled Community Medical
Transport, Inc. and Century Ambulance and Ambulette, Inc. against Harvey H.
McGeorge Co., Inc., Richards/Decker Operating Co., Inc., Hudvalco, Inc. d/b/a
Hudson Valley Ambulance, Alan McGeorge, Tor Avenue Realty, Inc. and Richard A.
Eisner & Company, LLP (the "McGeorge Action") alleges damages of 5.4 million
dollars resulting from fraud, negligent and intentional breech of warranty,
breech of contract, material omission, negligent misrepresentation, fraud in
the inducement and violation of the implied covenant of good faith and fair
dealing on the part of the McGeorge Defendants in the course of disclosures
made regarding a business acquired from the McGeorge Defendants and negligence
and breech of contract on the part of defendant Richard A. Eisner and Company
LLP., in the course of accounting services rendered relating to the
acquisition of the business from the McGeorge Defendants. Plaintiffs in the
Supreme Court State of New York, County of Westchester moved by Order to Show
Cause, returnable on May 15, 1998, to consolidate a landlord tenant matter
pending in the Haverstraw Justice Court entitled Tor Avenue Realty Inc. v.
Century Ambulance and Ambulette, Inc. with the McGeorge Action. The McGeorge
Defendants cross-moved to dismiss the complaint and defendant Tor Realty Inc.,
cross moved for partial summary judgment. All of the motions are pending. None
of the defendants have filed an answer as of yet. The Company intends to
vigorously prosecute this action.
Item 2 - Changes in Securities.
The following sets forth information relating to all securities of the
Company sold from January 1, 1998 through March 31, 1998 without registering
the securities under the Securities Act of 1933, as amended (the "Securities
Act"):
During January and February 1998, the Company issued 222,392 shares of
Common Stock to two non-affiliate entities upon conversions of 778.4 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 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - Not Applicable
Page 9
<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 May, 1998.
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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,174,000
<SECURITIES> 1,191,000
<RECEIVABLES> 5,780,000
<ALLOWANCES> 1,576,000
<INVENTORY> 0
<CURRENT-ASSETS> 8,305,000
<PP&E> 6,853,000
<DEPRECIATION> 2,689,000
<TOTAL-ASSETS> 17,648,000
<CURRENT-LIABILITIES> 8,796,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 6,512,000
<TOTAL-LIABILITY-AND-EQUITY> 17,648,000
<SALES> 0
<TOTAL-REVENUES> 4,872,000
<CGS> 0
<TOTAL-COSTS> 3,518,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 161,000
<INCOME-PRETAX> (190,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (190,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (190,000)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
