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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2007 |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from to |
Commission file number: 0-14807
AMERICAN CLAIMS EVALUATION, INC.
(Exact name of small business issuer as specified in its charter)
New York | 11-2601199 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Jericho Plaza, Jericho, New York 11753
(Address of principal executive offices)
(516) 938-8000
(Issuer’s telephone number)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of November 14, 2007, there were 4,761,800 shares of the issuer’s common stock, $.01 par value, outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No
AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
INDEX
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
Sept. 30, 2007 | Mar. 31, 2007 | |||||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 6,466,746 | $ | 6,647,267 | ||||||||
Accounts receivable, net | 60,230 | 64,851 | ||||||||||
Prepaid expenses | 24,407 | 41,154 | ||||||||||
Total current assets | 6,551,383 | 6,753,272 | ||||||||||
Property and equipment, net | 111,777 | 83,627 | ||||||||||
Total assets | $ | 6,663,160 | $ | 6,836,899 | ||||||||
Liabilities and Stockholders’ Equity | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 39,110 | $ | 22,394 | ||||||||
Accrued expenses | 80,880 | 101,887 | ||||||||||
Total current liabilities | 119,990 | 124,281 | ||||||||||
Commitments | ||||||||||||
Stockholders’ equity: | ||||||||||||
Common stock, $.01 par value. Authorized 10,000,000 shares; issued 5,050,000 shares; outstanding 4,761,800 shares | 50,500 | 50,500 | ||||||||||
Additional paid-in capital | 4,931,099 | 4,646,099 | ||||||||||
Retained earnings | 2,023,412 | 2,477,860 | ||||||||||
7,005,011 | 7,174,459 | |||||||||||
Treasury stock, at cost | (461,841 | ) | (461,841 | ) | ||||||||
Total stockholders’ equity | 6,543,170 | 6,712,618 | ||||||||||
Total liabilities and stockholders’ equity | $ | 6,663,160 | $ | 6,836,899 |
See accompanying notes to condensed consolidated financial statements.
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AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended | Six months ended | |||||||||||||||||||||||
Sept. 30, 2007 | Sept. 30, 2006 | Sept. 30, 2007 | Sept. 30, 2006 | |||||||||||||||||||||
Revenues | $ | 184,606 | $ | 194,587 | $ | 371,882 | $ | 442,121 | ||||||||||||||||
Cost of services | 93,092 | 98,040 | 183,888 | 218,426 | ||||||||||||||||||||
Gross margin | 91,514 | 96,547 | 187,994 | 223,695 | ||||||||||||||||||||
Selling, general and administrative expenses | 269,206 | 248,614 | 822,842 | 519,578 | ||||||||||||||||||||
Operating loss | (177,692 | ) | (152,067 | ) | (634,848 | ) | (295,883 | ) | ||||||||||||||||
Interest income | 90,133 | 92,601 | 180,400 | 181,829 | ||||||||||||||||||||
Loss before income tax expense | (87,559 | ) | (59,466 | ) | (454,448 | ) | (114,054 | ) | ||||||||||||||||
Income tax expense | — | — | — | — | ||||||||||||||||||||
Net loss | $ | (87,559 | ) | $ | (59,466 | ) | $ | (454,448 | ) | $ | (114,054 | ) | ||||||||||||
Net loss per share – basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.10 | ) | $ | (0.02 | ) | ||||||||||||
Weighted average shares – basic and diluted | 4,761,800 | 4,761,800 | 4,761,800 | 4,761,800 |
See accompanying notes to condensed consolidated financial statements.
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AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six months ended | ||||||||||||
Sept. 30, 2007 | Sept. 30, 2006 | |||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (454,448 | ) | $ | (114,054 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Depreciation | 12,003 | 5,427 | ||||||||||
Stock compensation expense | 285,000 | — | ||||||||||
Changes in assets and liabilities: | ||||||||||||
Accounts receivable | 4,621 | 13,227 | ||||||||||
Prepaid expenses | 16,747 | 6,417 | ||||||||||
Accounts payable | 16,716 | 2,358 | ||||||||||
Accrued expenses | (21,007 | ) | (14,885 | ) | ||||||||
314,080 | 12,544 | |||||||||||
Net cash used in operating activities | (140,368 | ) | (101,510 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (40,153 | ) | (79,982 | ) | ||||||||
Net cash used in investing activities | (40,153 | ) | (79,982 | ) | ||||||||
Net decrease in cash and cash equivalents | (180,521 | ) | (181,492 | ) | ||||||||
Cash and cash equivalents at beginning of period | 6,647,267 | 6,939,798 | ||||||||||
Cash and cash equivalents at end of period | $ | 6,466,746 | $ | 6,758,306 |
See accompanying notes to condensed consolidated financial statements.
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AMERICAN CLAIMS EVALUATION, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
General
The accompanying unaudited consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, the information furnished reflects all adjustments, consisting of normal recurring adjustments, necessary to make the consolidated financial position, results of operations and cash flows for the interim periods not misleading. Interim periods are not necessarily indicative of results for a full year.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2007 and the notes thereto contained in the Company’s Annual Report on Form 10-KSB, as filed with the Securities and Exchange Commission (the ‘‘SEC’’).
Net Loss Per Share
Basic earnings per share are computed on the weighted average common shares outstanding. Diluted earnings per share reflects the maximum dilution from potential common shares issuable pursuant to the exercise of stock options, if dilutive, outstanding during each period. Potentially dilutive securities consisting of employee and director stock options to purchase 1,236,000 shares as of September 30, 2007 and 2006 were not included in the diluted net loss per share calculations because their effect would have been anti-dilutive.
Stock Option Plans
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (‘‘SFAS 123R’’). Under these provisions, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the recipient’s requisite service period (generally the vesting period of the grant).
The Company recognized stock-based compensation totaling $285,000 during the six months ended September 30, 2007 based on the fair value of stock options granted. This expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations. At September 30, 2007, all outstanding options to purchase shares are fully vested. However, certain option grants contain disposition restrictions which prohibit the sale of 50% of the shares obtained through the exercise of such awarded options until the first anniversary of the grant date and the remaining 50% of the shares obtained through the exercise of the awarded options until the second anniversary of the grant date.
The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. Under this method, the weighted average fair value of stock options granted during the six months ended September 30, 2007 was $0.95. In addition to the exercise price of the awards, certain weighted average assumptions were used to estimate the fair value of stock option grants as follows: expected volatility of 47.6%, expected dividend yield of 0%, risk – free interest rate of 5.05% and an expected option term of 5 years.
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The following table summarizes information about stock option activity for the six months ended September 30, 2007:
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||
Outstanding at March 31, 2007 | 1,236,000 | $ | 1.95 | 4.6 years | |||||||||||||||||
Granted | 300,000 | $ | 1.97 | 10 years | |||||||||||||||||
Expired | (300,000 | ) | $ | 1.25 | — | ||||||||||||||||
Outstanding at Sept. 30, 2007 | 1,236,000 | $ | 2.12 | 6.6 years | — | ||||||||||||||||
Exercisable at Sept. 30, 2007 | 1,236,000 | $ | 2.12 | 6.6 years | — |
There were no options outstanding with an exercise price less than the closing price of the Company’s shares of $1.15 as of September 30, 2007. Accordingly, there was no aggregate intrinsic value associated with outstanding options at September 30, 2007.
At September 30, 2007, there was no unrecognized compensation cost related to non-vested stock option awards.
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Critical Accounting Policies
The Company makes estimates and assumptions in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. Our significant accounting policies are described in Note 1 to the audited consolidated financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007. The accounting policies used in preparing our interim condensed consolidated financial statements are the same as those described in such Annual Report.
Results of Operations — Six Months ended September 30, 2007 and 2006
Revenues for the quarterly period ended September 30, 2007 were $184,606, a decrease of 5.1% from the $194,587 reported for the three month period ended September 30, 2006. This decrease was due to the loss of revenue from a community access program contract during the prior quarter ended June 30, 2007. Revenues for the six months ended September 30, 2007 were $371,882, a decrease of 15.9% from the $442,121 reported for the six months ended September 30, 2006. This decrease is attributable to two factors. In the prior fiscal year, the Company lost the services of its highest producing consultant due to medical reasons during the second fiscal quarter. Accordingly, the revenue reported for the first quarter of the prior fiscal year had not yet been affected by this event. In addition, as previously mentioned, the Company ceased providing services under a community access program contract during the three-month per iod ended June 30, 2007.
Cost of services as a percentage of revenues were consistent for all comparative periods. This percentage for the three-month periods ended September 30, 2007 and 2006 was 50.4% and the cost of services as a percentage of revenues for the six month periods ended September 30, 2007 and 2006 was 49.4%.
Selling, general and administrative expenses for the quarter ended September 30, 2007 increased to $269,206 from $248,614 for the three months ended September 30, 2006. Selling, general and administrative expenses for the six months ended September 30, 2007 increased to $822,842 from $519,578 for the six months ended September 30, 2006. This increase resulted from $285,000 of stock based compensation expense recorded in accordance with the provisions of SFAS 123R for stock options granted during the first quarter of the current fiscal year.
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Interest income for the three and six month periods ended September 30, 2007 was $90,133 and $180,400, respectively. Interest income for the three and six months ended September 30, 2006 was $92,601 and $181,829, respectively. These decreases were related to a decrease in the cash and cash equivalents available for investment.
Liquidity and Capital Resources
At September 30, 2007, the Company had working capital of $6,431,393 as compared to working capital of $6,628,991 at March 31, 2007. The Company believes that it has sufficient cash resources and working capital to meet its present cash requirements.
During the six months ended September 30, 2007, net cash used in operations of $140,368 consisted principally of a net loss of $454,448 offset by stock based compensation expense of $285,000. Included in the $40,153 of investing activities during the six months ended September 30, 2007 is $39,005 related to the purchase of an automobile for use by the Chief Financial Officer.
Minimum lease payments under non-cancelable leases and subleases, exclusive of future escalation charges, for the remainder of fiscal 2008 and fiscal years ending thereafter are as follows:
2008 | $ | 42,000 | ||||
2009 | 51,000 | |||||
2010 | 41,000 | |||||
2011 | 42,000 | |||||
2012 | 29,000 | |||||
Total minimum lease payments | $ | 205,000 |
The Company continues its review of strategic alternatives for maximizing shareholder value. Potential acquisitions will be evaluated based on their merits within the Company’s current line of business, as well as other fields.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to the Company.
Market Risk
The Company is exposed to market risk related to changes in interest rates. Most of the Company’s cash and cash equivalents are invested at variable rates of interest and decreases in market interest rates would cause a related reduction in interest income.
Forward Looking Statements
Except for the historical information contained herein, the matters discussed in this Report on Form 10-QSB may contain forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic and market conditions, the potential loss or termination of existing clients and contracts and the ability of the Company to successfully identify and thereafter consummate one or more acquisitions.
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Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure the reliability of the financial statements and other disclosures included in this Report. As of the end of the fiscal quarter ended September 30, 2007, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic SEC filings.
(b) Changes in Internal Controls
There have been no changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect the internal controls over financial reporting subsequent to the date of the Company’s evaluation in connection with the preparation of this Form 10-QSB.
Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, management has decided that considering the employees involved and the control procedures in place, risks associated with such lack of segregation are insignificant and the potential benefits of adding employees to clearly segregate duties do not justify the expenses associated with such increases.
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PART II — OTHER INFORMATION
Item 6. Exhibits.
Exhibit 3(i) | Amended and Restated Certificate of Incorporation, dated October 31, 2007 | ||
Exhibit 31.1 | Section 302 Principal Executive Officer Certification | ||
Exhibit 31.2 | Section 302 Principal Financial Officer Certification | ||
Exhibit 32.1 | Section 1350 Certification | ||
Exhibit 32.2 | Section 1350 Certification |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN CLAIMS EVALUATION, INC. | ||||||
Date: November 14, 2007 | By: | /s/ Gary Gelman | ||||
Gary Gelman Chairman of the Board, President and Chief Executive Officer | ||||||
Date: November 14, 2007 | By: | /s/ Gary J. Knauer | ||||
Gary J. Knauer Chief Financial Officer, Treasurer and Secretary |
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