<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
_____ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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__X__ TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from January 1, 1999 to December 31, 1999
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Commission file number 0-24640
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Community Medical Transport, 401(k) Retirement Savings Plan
-----------------------------------------------------------
(Full title of the plan)
Community Medical Transport, Inc.
4 Gannett Drive, White Plains, New York 10604
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(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive office)
Registrant's telephone number, including area code (914) 697-9233
Notices and communications from the Securities and Exchange Commission
relative to this report should be forwarded to:
Dean L. Sloane
President and Chief Executive Officer
Community Medical Transport, Inc.
4 Gannett Drive
White Plains, NY 10604
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TABLE OF CONTENTS
Page
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FINANCIAL STATEMENTS:
Independent Auditors' Reports 1-2
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for Benefits -
Years Ended December 31, 1999 and 1998 4
Notes to Financial Statements 5-8
SUPPLEMENTARY INFORMATION:
Schedule of Assets Held for Investment Purposes - December 31, 1999 9
Schedule of Reportable Transactions - Year Ended December 31, 1999 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Community Medical Transport
401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Community Medical Transport 401(k) Retirement Savings Plan as of December 31,
1999, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
We were unable to obtain from the Plan Administrator or Sponsor certain required
top heavy nondiscrimination tests for 1998 and 1999 due to their non-completion
at the time of the audit. As a result the plan liability for excess
contributions by highly compensated individuals could not be determined. Nor
were we able to perform certain tests of employee's contributions due to the
unavailability of certain employee records.
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had we been able to obtain the
nondiscrimination tests and perform the employee testing discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of Community
Medical Transport 401(k) Retirement Savings Plan as of December 31, 1999 and the
changes in net assets available for benefits for the year then ended in
conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1999 and (2) reportable
transactions for the year ended December 31, 1999 together referred to as
"supplemental information", are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's rules and
regulations for reporting and disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental information is the responsibility of the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in the audit of the basic 1999 financial statements
and in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Edward Isaacs & Company LLP
-------------------------------
Edward Isaacs & Company LLP
New York, New York
July 5, 2000
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<PAGE>
INDEPENDENT AUDITORS' REPORT
Community Medical Transport
401(k) Retirement Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Community Medical Transport 401(k) Retirement Savings Plan (The "Plan") as of
December 31, 1998, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1998 and (2) reportable
transactions for the year ended December 31, 1998, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's rules and regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules has been subjected to the auditing
procedures applied in our audit of the basic 1998 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Puglisi, Midler & Co., LLP
------------------------------
Puglisi, Midler & Co., LLP
Hartsdale, New York
June 5, 1999
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<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
------ --------- --------
<S> <C> <C> <C>
INVESTMENTS, at Fair Value:
Merrill Lynch Basic Value Fund $ 14,582 $ 24,978*
Merrill Lynch Capital Fund 18,286* 26,244*
Merrill Lynch Global Allocation Fund 35,812* 30,059*
Aim Equity Constellation Fund 38,448* 34,347*
Davis New York Venture Fund 97,600* 83,990*
Merrill Lynch Retirement Preservation Trust 70,442* 60,927*
Community Medical Transport, Inc. company stock 8,736 12,163
Accrued income 718 602
Participant loans 5,640 1,300
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290,264 274,610
RECEIVABLES:
Employee contributions 12,898 6,004
---------- ----------
TOTAL ASSETS AVAILABLE FOR PLAN BENEFITS $303,162 $280,614
========== ==========
</TABLE>
* Exceeds 5% of Plan assets.
See Independent Auditors' Reports and notes to financial statements.
- 3 -
<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS:
INVESTMENTS:
Net appreciation (depreciation) in fair value of investments $ 29,264 $ (11,132)
Investment Income 16,763 12,033
Realized loss on investments (8,475) (1,994)
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37,552 (1,093)
CONTRIBUTIONS:
Employee contributions 82,172 137,970
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TOTAL ADDITIONS 119,724 136,877
--------- ---------
BENEFITS PAID TO PARTICIPANTS (97,176) (24,797)
ADMINISTRATIVE EXPENSES - (98)
--------- ---------
TOTAL DEDUCTIONS (97,176) (24,895)
--------- ---------
NET INCREASE 22,548 111,982
NET ASSETS AVAILABLE FOR PLAN BENEFITS at
beginning of year 280,614 168,632
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS at
end of year $ 303,162 $ 280,614
========= =========
</TABLE>
See Independent Auditors' Reports and notes to financial statements.
- 4 -
<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF PLAN
The following description of Community Medical Transport 401(k)
Retirement Savings Plan (The "Plan") provides only general information.
Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
General:
The Plan is a defined contribution plan covering all full-time employees
of Community Medical Transport, Inc. ("Company") who have one year of
service (at least 1,000 hours), are age twenty-one or older and who are
not covered by a collective bargaining agreement. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions:
Each year, participants may contribute up to 15% of pretax annual
compensation, as defined in the Plan. Participants may also contribute
amounts representing distributions from other qualified defined benefit
or contribution plans. The Company may make discretionary contributions
up to a maximum amount of 6% of each participant's compensation, and may
vary from year to year at the option of the board of directors. For the
Plan years ended December 31, 1999 and 1998, the Company made no
discretionary contributions to the Plan. All Company contributions are
invested in Community Medical Transport, Inc. common stock. Contributions
are subject to certain limitations.
Participant Accounts:
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution and, (b)
Plan earnings. Allocations are based on participants' earnings or account
balances, as defined. Forfeited balances of terminated participants'
non-vested accounts are used to reduce future Company contributions. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting:
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's discretionary contribution
portion of their accounts plus actual earnings thereon is based on years
of continuous service. A participant is 100 percent vested after six
years of credited service.
Participant Loans:
Participants may borrow from their fund accounts up to a maximum of
$50,000 or 50% of their account balance, whichever is less. The loans are
secured by the balance in the participant's account and bear interest at
rates commensurate with local prevailing rates as determined by the Plan
administrator.
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<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF PLAN (Continued)
Payment of Benefits:
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or
annual installments. For termination of service due to other reasons, a
participant may receive the value of the vested interest in his or her
account as a lump-sum distribution.
Investment Options:
Upon enrollment in the Plan, a participant may direct employee
contributions in 10% increments into any of seven investment options. A
description of each investment option offered under the plan follows:
Merrill Lynch Retirement Preservation Trust - funds are invested
primarily in a broadly diversified portfolio of guaranteed
investment contracts and in obligations of U.S. government and
government - agency securities.
Merrill Lynch Capital Fund - funds are invested in high quality
stocks, corporate bonds and cash equivalents.
Merrill Lynch Global Allocation Fund - funds are invested in U.S.
and foreign equity, debt and money market securities.
Davis New York Venture Fund - funds are invested in shares of a
registered investment company that invests primarily in common
stock.
Aim Equity Constellation Fund - funds are invested in shares of a
registered investment company that invested primarily in common
stocks.
Merrill Lynch Basic Value Fund - funds are invested in primarily
common stocks.
Community Medical Transport, Inc. company stock - funds are
invested in the common stock of Community Medical Transport, Inc.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting:
The financial statements of the Plan are prepared under the accrual
method of accounting.
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<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment Valuation and Income Recognition:
The Plan's investments are stated at fair market value. Shares of
registered investment companies are valued at quoted market prices, which
represent the net asset value of shares held by the Plan at year-end. The
Company stock is valued at its quoted market price. Participant loans
receivable are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Payment of Benefits:
Benefits are recorded when paid.
3. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch. Merrill Lynch is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest. Certain costs
of plan administration are paid by Community Medical Transport, Inc.
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions or to terminate the
Plan at any time subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their
accounts.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements at December 31, 1998 to Schedule H of Form
5500.
The 1999 schedule H of Form 5500 had not been prepared as of the date of
the audit.
1999 1998
--------- ---------
Net assets available for benefits per the
financial statements $ 303,162 $ 280,614
=========
Participants' Contributions Receivable (6,004)
---------
Net assets available for benefits per
Schedule H to the Form 5500 $ 274,610
=========
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<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
5. RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
(Continued)
The following is a reconciliation of benefits paid to participants per
the financial statements for the years ended December 31, 1998 to
Schedule H of Form 5500.
The 1999 schedule H of Form 5500 had not been prepared as of the date of
the audit.
1999 1998
-------- --------
Withdrawal Payments paid to participants
per the financial statements $ 97,176 $ 24,797
======== ========
Benefits paid to participants per Schedule
H of Form 5500 $ 24,797
========
6. TAX STATUS
The trust established under the Plan to hold the Plan's assets is
qualified pursuant to section 401(k) of the Internal Revenue Code and,
accordingly, the trust's net investment income is exempt from income
taxes.
The Plan received a favorable determination letter dated May 29, 1997
from the Internal Revenue Service.
- 8 -
<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Current
Cost (A) Value
Description of Investment -------- -------
<S> <C> <C>
Common Stock:
Community Medical Transport, Inc. $ 33,838 $ 8,736
--------- ---------
Common/Collective Trust:
Merrill Lynch Retirement Preservation Trust 70,442 70,442*
--------- ---------
Mutual Funds (Registered Investment Companies):
Merrill Lynch Basic Value Fund Class D 14,755 14,582
Merrill Lynch Capital Fund Class D 19,544 18,286*
Merrill Lynch Global Allocation Fund Class D 33,215 35,812*
Aim Equity Constellation Fund 29,923 38,448*
Davis New York Venture Fund Inc. 86,579 97,600*
--------- ---------
Total Mutual Funds (Registered Investment Companies) 184,016 204,728
--------- ---------
Participants Loans 5,640 5,640
--------- ---------
Total Investments $ 293,936 $ 289,546
========= =========
</TABLE>
* Represents five percent or more of the Plan's assets at December 31, 1999.
(A) Cost of investments have been provided by the Plan administrator.
See Independent Auditors' Reports.
- 9 -
<PAGE>
COMMUNITY MEDICAL TRANSPORT
401(k) RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
Transactions or series of transactions in excess of five percent of the fair
value of the Plan's assets at the beginning of the year 1999 are as follows:
<TABLE>
<CAPTION>
Indentity of Sold or
Party/Broker Description of Asset Purchased Redeemed
------------ -------------------- --------- --------
<S> <C> <C> <C>
Merrill Lynch Community Medical Transport, Inc. common stock $ 13,066 $ 14,361
Merrill Lynch Merrill Lynch Retirement Preservation Trust 28,904 19,390
Merrill Lynch Merrill Lynch Capital Fund Class D 9,624 14,082
Merrill Lynch Aim Equity Constellation Fund 10,349 15,255
Merrill Lynch Davis New York Venture Fund 20,187 18,408
</TABLE>
See Independent Auditors' Reports.
- 10 -
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Community Medical Transport, Inc. filed on March 21, 1997 on Form S-8 of our
report dated July 5, 2000 appearing in this Annual Report on Form 11-K of the
Community Medical Transport 401(K) Retirement Savings Plan for the year ended
December 31, 1999.
/s/ EDWARD ISAACS & COMPANY LLP
New York, New York
July 5, 2000
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Community Medical Transport, Inc. filed on March 21, 1997 on Form S-8 of our
report dated June 5, 1999, appearing in this Annual Report on Form 11-K of the
Community Medical Transport 401(K) Retirement Savings Plan for the year ended
December 31, 1999.
/s/ PUGLISI, MIDLER & CO., LLP
Hartsdale, New York
July 5, 2000
