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EX-31 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - HASCO Medical, Inc.ex_31-2.htm
EX-32 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - HASCO Medical, Inc.ex_32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

 

[√]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:  September 30, 2014


or

 

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________________ to ____________________


Commission file number:  000-52422

 

Hasco Medical, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

65-0924471

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

15928 Midway Road, Addison, TX

75001

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:  (214) 302-0930

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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    [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).

[√] Yes    [  ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

 

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ] (Do not check if smaller reporting company)

Smaller reporting company

[√]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes    [√] No


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  


1,001,179,039 shares of common stock were issued and outstanding as of October 27, 2014.




Hasco Medical, Inc.

FORM 10-Q

TABLE OF CONTENTS


Index


PART I – FINANCIAL INFORMATION

4

 

 

 

ITEM 1.

FINANCIAL STATEMENTS.

4

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

16

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

22

ITEM 4.

CONTROLS AND PROCEDURES.

22

 

 

 

PART II – OTHER INFORMATION

24

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

24

ITEM 1A.

RISK FACTORS

24

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

24

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

24

ITEM 4.

MINE SAFETY DISCLOSURES.

24

ITEM 5.

OTHER INFORMATION.

24

ITEM 6.

EXHIBITS

24

 

 

 

SIGNATURES

25


2



FORWARD–LOOKING STATEMENTS


This Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) and any documents incorporated by reference herein or therein may contain “forward-looking statements”. Forward-looking statements reflect management’s current view about future beliefs, plans, objectives, goals or expectations. When used in such documents, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements include, but are not limited to, statements relating to our business goals, business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Our actual results may differ materially from those contemplated by these forward-looking statements. They are neither statements of historical fact nor guarantees or assurance of future performance.  Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.


Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, a decline in general economic conditions nationally and internationally; decreased demand for our products and services; a change in the market acceptance of our products and services; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize new and improved products and services; our ability to raise capital to fund continuing operations; changes in government regulation; our ability to complete customer transactions and capital raising transactions; and other factors (including the risks contained in the sections of our annual report on Form 10-K entitled “Risk Factors”) relating to our industry, our operations and results of operations or any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.


We file reports with the Securities and Exchange Commission (“SEC”). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission’s website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.


The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this annual report and other reports we have filed or will file with the SEC and which are incorporated by reference herein, including statements under the caption “Risk Factors” and “Forward-Looking Statements”.  Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these.


OTHER PERTINENT INFORMATION


When used in this annual report, the terms “Hasco,” “the Company,” ” we,” “our,” and “us” refer to Hasco Medical, Inc., a Florida corporation, and our subsidiaries.  “Management” refers to the executive officers of Hasco Medical, Inc. and any of its subsidiaries.


3



PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.


Hasco Medical, Inc. & Subsidiaries

Consolidated Balance Sheets

(unaudited)


 

 

September 30,

 

December 31,

 

 

 

2014

 

2013

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash

 

$

610,714

 

$

150,313

 

Accounts receivable, net of allowance for doubtful accounts of $661,250 and $686,345, respectively

 

 

8,424,671

 

 

6,182,680

 

Inventory, net

 

 

13,782,135

 

 

11,572,060

 

Deferred tax asset, short term

 

 

489,014

 

 

413,193

 

Current portion of note receivable

 

 

25,505

 

 

 

Prepaid expenses and other current assets

 

 

519,285

 

 

504,819

 

Total current assets

 

 

23,851,324  

 

 

18,823,065

 

 

 

 

 

 

 

 

 

Property & equipment, net of accumulated depreciation of $1,774,036 and $1,164,634, respectively

 

 

2,097,319

 

 

2,141,212

 

Intangible assets, net of accumulated depreciation of $43,285 and $10,192, respectively

 

 

6,180,941

 

 

6,214,034

 

Deferred tax asset, long term

 

 

181,212

 

 

149,204

 

Note receivable, net of current portion

 

 

94,950

 

 

 

Other non-current assets

 

 

596,609

 

 

604,965

 

Total Assets

 

$

33,002,355

 

$

27,932,480

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,763,262

 

$

1,849,702

 

Cash overdraft

 

 

 

 

175,572

 

Customer deposits and deferred revenue

 

 

298,804

 

 

388,433

 

Line of credit

 

 

3,140,346

 

 

2,303,143

 

Note payable - floor plan

 

 

13,160,906

 

 

12,174,639

 

Obligation under capital leases

 

 

406,392

 

 

366,658

 

Current portion of notes payable

 

 

392,597

 

 

376,685

 

Current portion note payable, related party

 

 

355,640

 

 

353,008

 

Other current liabilities

 

 

2,012,063

 

 

493,923

 

Total current liabilities

 

 

22,530,010

 

 

18,481,763

 

 

 

 

 

 

 

 

 

Obligation under capital leases, net of current portion

 

 

1,008,521

 

 

817,828

 

Notes payable, net of current portion

 

 

3,746,157

 

 

4,075,802

 

Notes payable to related party, net of current portion

 

 

1,699,567

 

 

1,947,214

 

Total liabilities

 

 

28,984,255

 

 

25,322,607

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 3,000,000 shares authorized, none issued and outstanding

 

 

 

 

 

Common stock, $0.001 par value, 2,000,000,000 shares authorized; and 1,000,575,949 and 993,134,076 shares issued and outstanding, respectively

 

 

1,000,576

 

 

993,134

 

Additional paid-in capital

 

 

6,813,312

 

 

6,669,056

 

Accumulated deficit

 

 

(3,795,788

)

 

(5,052,317

)

Total stockholders’ equity

 

 

4,018,100

 

 

2,609,873

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

33,002,355

 

$

27,932,480

 


See accompanying notes to unaudited consolidated financial statements


4



Hasco Medical, Inc. & Subsidiaries

Consolidated Statements of Operations

(unaudited)


 

 

For the Three Months ended September 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Product sales

 

$

19,276,144

 

$

15,905,123

 

Rental revenue

 

 

373,732

 

 

368,371

 

Service and other

 

 

4,166,311

 

 

3,182,724

 

Total net revenues

 

 

23,816,187

 

 

19,456,218

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

17,515,451

 

 

14,743,910

 

 

 

 

 

 

 

 

 

Gross profit

 

 

6,300,736

 

 

4,712,308

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Selling and marketing

 

 

1,063,863

 

 

1,203,124

 

General and administrative

 

 

3,432,786

 

 

2,453,602

 

Amortization and depreciation

 

 

242,511

 

 

169,838

 

Total operating expenses

 

 

4,739,160

 

 

3,826,564

 

 

 

 

 

 

 

 

 

Income from operations

 

 

1,561,576

 

 

885,744

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

(118,371

)

 

47,399

 

Interest expense

 

 

(299,768

)

 

(215,984

)

Total other income (expense)

 

 

(418,139

)

 

(168,585

)

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

 

1,143,437

 

 

717,159

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

525,802

 

 

236,563

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

617,635

 

 

480,596

 

 

 

 

 

 

 

 

 

Gain (loss) from discontinued operations, net of income tax

 

 

184,294

 

 

(64,075

)

 

 

 

 

 

 

 

 

Net income

 

 

801,929

 

 

416,521

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic and dilutive-continuing operations

 

$

 

$

 

Basic and dilutive-discontinued operations

 

$

 

$

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic and dilutive

 

 

999,941,212

 

 

989,460,705

 


See accompanying notes to unaudited consolidated financial statements


5



Hasco Medical, Inc. & Subsidiaries

Consolidated Statements of Operations

(unaudited)


 

 

For the Nine Months Ended September 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Product sales

 

$

55,390,038

 

$

42,452,448

 

Rental revenue

 

 

931,330

 

 

912,129

 

Service and other

 

 

12,041,267

 

 

9,586,757

 

Total net revenues

 

 

68,362,635

 

 

52,951,334

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

51,766,472

 

 

40,611,949

 

 

 

 

 

 

 

 

 

Gross profit

 

 

16,596,163

 

 

12,339,385

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Selling and marketing

 

 

3,034,563

 

 

3,204,763

 

General and administrative

 

 

10,115,358

 

 

7,357,365

 

Amortization and depreciation

 

 

753,703

 

 

540,036

 

Total operating expenses

 

 

13,903,624

 

 

11,102,164

 

 

 

 

 

 

 

 

 

Income from operations

 

 

2,692,539

 

 

1,237,221

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

(73,607

)

 

103,576

 

Interest expense

 

 

(820,606

)

 

(585,367

)

Total other income (expense)

 

 

(894,213

)

 

(481,791

)

 

 

 

 

 

 

 

 

Income from continuing operations before income taxes

 

 

1,798,326

 

 

755,430

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

784,578

 

 

51,143

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

1,013,748

 

 

704,287

 

 

 

 

 

 

 

 

 

Gain (loss) from discontinued operations, net of income tax

 

 

242,781

 

 

(235,775

)

 

 

 

 

 

 

 

 

Net income

 

 

1,256,529

 

 

468,512

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic and dilutive-continuing operations

 

$

 

$

 

Basic and dilutive-discontinued operations

 

$

 

$

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic and dilutive

 

 

997,460,295

 

 

988,694,780

 


See accompanying notes to unaudited consolidated financial statements


6



Hasco Medical, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)


 

 

For the Nine Months Ended
September 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Cash Flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

1,256,529

 

$

468,512

 

Adjustment to reconcile net income to net cash provided by (used in) operations:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

754,007

 

 

540,493

 

Stock based compensation

 

 

89,602

 

 

625,866

 

(Gain) loss on disposal of property and equipment

 

 

(83,710

)

 

80,165

 

Gain on disposition of subsidiary

 

 

(89,695

)

 

 

Deferred tax asset

 

 

(107,829

)

 

(72,554

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,241,991

)

 

1,313,155

 

Inventory

 

 

(2,242,306

)

 

(973,176

)

Prepaid expenses

 

 

(34,466

)

 

(315,195

)

Other assets

 

 

28,356

 

 

 

Accounts payable and accrued expenses

 

 

913,560

 

 

(532,885

)

Customer deposits and deferred revenue

 

 

(89,629

)

 

(412,899

)

Other liabilities

 

 

1,517,615

 

 

505,283

 

Net cash provided by (used in) operating activities

 

 

(329,957

)

 

1,226,765

 

 

 

 

 

 

 

 

 

Cash Flows from investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(84,902

)

 

(168,571

)

Proceeds from sale of property and equipment

 

 

 

 

1,900

 

Acquisition of business, net of cash acquired

 

 

 

 

(468,976

)

Net cash used in investing activities

 

 

(84,902

)

 

(635,647

)

 

 

 

 

 

 

 

 

Cash Flows from financing activities:

 

 

 

 

 

 

 

Proceeds from floor plan financing

 

 

38,450,052

 

 

24,035,927

 

Repayments of floor plan financing

 

 

(37,463,785

)

 

(20,605,798

)

Proceeds from line of credit

 

 

2,211,536

 

 

1,546,149

 

Repayments of line of credit

 

 

(1,374,333

)

 

(3,363,854

)

Repayments of note and loan payables

 

 

(350,690

)

 

(364,406

)

Repayments of loans payables – related party

 

 

(165,632

)

 

(83,749

)

Principal payments under capital lease obligations

 

 

(275,986

)

 

(807,267

)

Cash overdraft

 

 

(175,572

)

 

 

Proceeds from issuance of common stock

 

 

19,670

 

 

2,000

 

Net cash provided by financing activities

 

 

875,260

 

 

359,002

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

460,401

 

 

950,120

 

Cash at beginning of period

 

 

150,313

 

 

850,391

 

Cash at end of period

 

$

610,714

 

$

1,800,511

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

Interest

 

$

820,606

 

$

585,377

 

 

 

 

 

 

 

 

 

Non-Cash transactions:

 

 

 

 

 

 

 

Loan payments made through issuance of common stock

 

$

41,366

 

$

 

Note receivable from sale of business entity

 

$

120,455

 

$

 

Vehicles purchased through capital lease

 

$

344,201

 

$

886,401

 


See accompanying notes to unaudited consolidated financial statements


7



Hasco Medical, Inc. & Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


NATURE OF OPERATIONS


Hasco Medical, Inc., formerly BBC Graphics of Palm Beach Inc., was incorporated in May 1999 under the laws of the State of Florida. Through a series of transactions, BBC Graphics of Palm Beach, Inc. (at the time an inactive corporation) became Hasco Medical, Inc. (Hasco).  Concurrently, Hasco Medical, Inc. acquired Southern Medical & Mobility.  In May, 2011, Hasco acquired Mobility Freedom, Inc. and Wheelchair Vans of America.  In November, 2011, Hasco acquired Certified Medical Systems II (Certified Medical).  A more detailed description of these transactions is contained in our 10-K filing with the Securities and Exchange Commission for the period ended December 31, 2013. On September 1, 2012, Hasco Medical, Inc. completed the acquisition of Ride-Away Handicap Equipment Corp., a closely-held New Hampshire corporation (Ride-Away).  On September 4, 2013, Hasco Medical, Inc. completed the acquisition of Auto Mobility Sales, Inc. (Auto Mobility).


Services and Products


Historically, our operations were focused on the provision of a diversified range of home health care services and products.  Following our May 2011 acquisition of Mobility Freedom, our March 2012 acquisition of Ride-Away and our September 2013 acquisition of Auto Mobility Sales, our operations are conducted within one major business unit:


·

Modified Mobility Vehicles – conducts sales of handicap accessible vans, parts and services as well as the rental of such vehicles.  This segment consists of Ride-Away Handicap Equipment Corp. which has twelve locations from Maine to Florida, Mobility Freedom Inc. which has five locations in Florida and includes “Wheelchair Vans of America” operating our van rental operations, and Auto Mobility Sales, Inc., which has two (2) locations in Florida.


With our acquisitions of Mobility Freedom, Ride-Away, and Auto Mobility Sales, our Modified Mobility Vehicles segment comprises more than 100% of our consolidated revenues.  As a consequence and for purposes of consolidated financial statement presentation, our Home Health Care segment is no longer materially relevant when considering the consolidated financial statements as a whole.


Our corporate headquarters and principle corporate operations are conducted in Addison, Texas, a northern suburb of Dallas, Texas. We also house a portion of our corporate operations in Londonderry, New Hampshire.  Hasco Medical Inc. is a Florida corporation.


Modified Mobility Vehicles


Ride-Away, Mobility Freedom and Auto Mobility serve individuals with physical limitations that need specialty equipment in order to safely operate their vehicle.  We also provide products for families and care-givers with transport requirements for those under care.  In certain circumstances both the van itself and its specialty equipment is paid for directly by a federal or state agency.  For the periods ended September 30, 2014 and 2013, approximately 27% and 20%, respectively, of the Modified Mobility Vehicles segments revenue was derived from veterans receiving benefits from the United States Department of Veterans Affairs (the “VA”).  Mobility Freedom and Ride-Away are both a VA and Vocational Rehabilitation (VR) certified vendors in all the states in which we operate. Ride-Away has twelve corporate owned stores which are located in Beltsville, MD, East Hartford, CT, Essex Junction, VT, Gray, ME, Londonderry, NH, Norfolk, VA, Norristown, PA, North Attleboro, MA, Norwood, MA, Richmond VA, and Tampa, FL and Astoria, NY.  Mobility Freedom has five corporate owned stores located in Orlando, Largo, Clermont, Bunnell and Ocala, Florida.  Auto Mobility Sales has locations in Fort Lauderdale and Lake Worth, Florida.


Wheelchair Vans of America specializes in renting conversion vans to disabled individuals, and is located in Orlando, Florida. Our rental operations compliment the retail products we provide through our Mobility Freedom, Auto Mobility Sales and Ride-Away subsidiaries.


Discontinued Operations


During the second quarter of 2013, the Company initiated a plan to liquidate the division of Southern Medical and Mobility. These operations were originally reported in the home health care segment. The Company assessed the fair value of the operations less the disposal costs and concluded there is no impairment of the carrying value of the assets.  Management has also determined that the amount of assets continued to be realized is immaterial and therefore not separately disclosed.


8



During the second quarter of 2014, the Company initiated a plan to sell the division of Certified Medical Systems II, Inc. These operations were originally reported in the home health care segment. The Company assessed the fair value of the operations at the time of the disposition and sale of the entity.  Management has also determined that the amount of assets continued to be realized is immaterial and therefore not separately disclosed.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation and Accounting Policy


In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of September 30, 2014 and the consolidated statements of operations, and cash flows for the three and nine month periods ended September 30, 2014 and September 30, 2013 of Hasco Medical Inc. (“Hasco” or the “Company”).


The significant accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the December 31, 2013, Hasco Medical Inc. Annual Report on Form 10-K , which should be read in conjunction with these financial statements.  The results of operations for the periods ended September 30, 2014 are not necessarily indicative of the result to be expected for the full year.


The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and present the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.  The consolidated entities are:


·

Hasco Medical, Inc.;

·

Southern Medical & Mobility, Inc.; (discontinued operations)

·

Mobility Freedom, Inc.;

·

Ride Away Handicapped Equipment, Inc.;

·

Auto Mobility Sales, Inc.;

·

Certified Medical Systems II, Inc.; (discontinued operations)


Reclassifications


Prior period financial statement amounts have been reclassified to conform to current period presentation.


Use of Estimates


Management’s Discussion and Analysis or Plan of Operations is based upon our audited consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. Management bases its use of estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates under different assumptions or conditions.


Revenue Recognition


The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.  Revenues consist of the sales of new and used vehicles, sales of parts and automotive services, commissions from finance and insurance products, vehicle rentals, sales of durable medical equipment and home health care services.  The Company recognizes revenue in the period in which products are sold or the services are rendered and only if there is reasonable expectation of collection.  For vehicles, a sale is recorded only when title has transferred and the vehicle has been delivered.  Rebates received from manufacturers are recorded as a reduction of the costs of each vehicle and recognized upon the sale of the vehicle or when earned under a specific manufacturer program.


Rental fees for vehicles are recognized over the course of the rental or service term.


9



In certain instances, customers place deposits on vehicles or special order parts for service and conversions.  Deposits are not recognized as revenue until the related vehicle or part is sold.


The Company arranges financing for customers through various institutions and receives financing fees based on the difference between the loan rates charged to customers and wholesale financing rates set by the financing institution.  The Company also receives fees from the sale of extended service contracts, warranties and vehicle security systems.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.  From time to time and for the three month periods ended September 30, 2014 and December 31, 2013, the Company reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates, at least annually, the rating of the financial institution in which it holds deposits.


Related Parties


Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.


Earnings Per Share


Earnings per common share are calculated under the provisions of ASC 260. The accounting standard requires the Company to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding if they would be anti-dilutive. There were no stock options which could potentially dilute earnings per share for the periods ended September 30, 2014 and 2013, respectively.


The following table sets forth the computation of basic and diluted income per share:


 

 

For The Nine Months ended
September 30,

 

For The Three Months ended
September 30,

 

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,256,529

 

$

468,512

 

$

801,929

 

$

416,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average outstanding shares of common stock

 

 

997,460,295

 

 

988,694,780

 

 

999,941,212

 

 

989,460,705

 

Diluted weighted average common stock

 

 

997,460,295

 

 

988,694,780

 

 

999,941,212

 

 

989,460,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.00

 

$

0.00

 

$

0.00

 

$

0.00

 


The number of outstanding shares of our common stock as of September 30, 2014 was 1,000,572,949.


Recently Issued Accounting Pronouncements


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.


10



NOTE 2 – ACCOUNTS RECEIVABLE


Accounts receivable consisted of the following:


 

 

September 30, 2014
(unaudited)

 

%

 

December 31, 2013

 

%

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

$

2,097,422

 

23.1

 

$

2,993,757

 

43.6

Government receivables

 

 

6,988,499

 

76.9

 

 

3,875,268

 

56.4

 

 

 

9,085,921

 

100.0

 

 

6,869,025

 

100.0

Less: allowances for doubtful accounts

 

 

(661,250

)

 

 

 

(686,345

)

 

Total

 

$

8,424,671

 

 

 

$

6,182,680

 

 


Trade receivables represent amounts due for van sales, van rentals, and medical supplies that have been delivered or sold. Government receivables represent receivables from the VA and other Government bodies related to van sales and rentals listed above.  The Company does not bill Medicare or Medicaid for any vehicle-related sales or service.


NOTE 3 – INVENTORY


Inventory consists of the following:


 

 

September 30, 2014
(unaudited)

 

December 31, 2013

 

Vehicles

 

$

12,656,940

 

$

10,859,361

 

Equipment and supplies

 

 

993,033

 

 

1,008,996

 

Work in Process

 

 

644,212

 

 

412,829

 

Inventory reserve

 

 

(512,050

)

 

(709,126

)

 

 

$

13,782,135

 

$

11,572,060

 


NOTE 4 – PROPERTY AND EQUIPMENT


Property and equipment consisted of the following:


 

 

 

September 30,

 

 

 

 

Estimated

 

2014

 

December 31,

 

 

Life

 

(unaudited)

 

2013

 

Building improvements

Varies

 

$

940,594

 

$

899,530

 

Office furniture and equipment

5 years

 

 

306,434

 

 

303,561

 

Rental equipment

13-36 months

 

 

540,719

 

 

434,959

 

Vehicles

5 years

 

 

107,304

 

 

91,521

 

Capitalized leases

Varies

 

 

1,976,304

 

 

1,576,275

 

Total

 

 

 

3,871,355

 

 

3,305,846

 

Accumulated depreciation

 

 

 

(1,774,036

)

 

(1,164,634

)

Net

 

 

$

2,097,319

 

$

2,141,212

 


For the three and nine months ended September 30, 2014 and 2013 depreciation expense amounted to $231,480 and $166,179, and $720,914 and $540,493, respectively.


The Company has entered into various financing arrangements in connection with the acquisition of delivery vehicles (see Note 6 below).


11



NOTE 5 – INTANGIBLE ASSETS


Intangible assets consist of the following:


 

 

 

September 30,

 

 

 

 

Estimated

 

2014

 

December 31,

 

 

Life

 

(unaudited)

 

2013

 

Goodwill related to acquisition of Mobility Freedom

Indefinite

 

 

1,641,303

 

 

1,641,303

 

Goodwill related to acquisition of Ride-Away

Indefinite

 

 

1,888,710

 

 

1,888,710

 

Trade name related to acquisition of Mobility Freedom

Indefinite

 

 

400,000

 

 

400,000

 

Trade name related to acquisition of Ride-Away

Indefinite

 

 

990,000

 

 

990,000

 

Primary market area related to acquisition of Mobility Freedom

Indefinite

 

 

280,000

 

 

280,000

 

Primary market area related to acquisition of Ride-Away

Indefinite

 

 

470,000

 

 

470,000

 

Goodwill related to acquisition of Auto Mobility Sales

Indefinite

 

 

284,213

 

 

284,213

 

Trade name related to acquisition of Auto Mobility Sales

2.32 years

 

 

40,000

 

 

40,000

 

Primary market area related to acquisition of Auto Mobility Sales

Indefinite

 

 

150,000

 

 

150,000

 

Non-compete agreements area related to acquisition of Auto Mobility Sales

3 years

 

 

80,000

 

 

80,000

 

  Subtotal

 

 

 

6,224,226

 

 

6,224,226

 

Accumulated amortization

 

 

 

(43,285

)

 

(10,192

)

Total

 

 

$

6,180,941

 

$

6,214,034

 


For the three and nine months ended September 30, 2014 and 2013 amortization expense was $11,031 and $0, and $33,093 and $3,659, respectively.


NOTE 6 – NOTES PAYABLE AND DEBT


Revolving Line of Credit


On November 1, 2012, the Company renewed its Commercial Note agreement with a bank for advances of funds for working capital purposes under a line of credit arrangement for $8,000,000 with an interest calculation of the prime rate plus 0.25% which reflected an interest rate of 3.50% as of September 30, 2014.  The agreement is secured against all property of the borrowers assets, on demand with an annual review as of December 31, 2013.  Payments due are interest only and the interest rate varies based on the Company’s leverage ratio.  The balance of the line of credit was $3,140,346 at September 30, 2014 and $2,303,143 at December 31, 2013.


Note Payable – Floor Plan


The Company has a floor plan line of credit with General Electric Credit Corporation with a maximum borrowing capacity of $11,250,000 for Ride-Away, $3,850,000 for Mobility Freedom, and $1,750,000 for Auto Mobility Sales at September 30, 2014.  The borrowing capacity was increased by $5 million on May 20, 2013.  Amounts borrowed for vehicles under this line bear no interest for 60 days and then bear interest at the 90 day LIBOR plus 6.0% for Ride-Away and at the 90 day LIBOR plus 5.5% for Mobility Freedom and Auto Mobility Sales.  The loan balance on the vehicle is due when the vehicle is fully funded or paid by the customer.  If the vehicle is not fully funded or paid within nine months of being purchased by the Company and funded by the floor plan, a graduated percentage of the balance is due with the entire balance due at twelve months. The note is secured by the vehicles financed.  At September 30, 2014 and December 31, 2013, the Company had $13,160,906 and $12,174,639 respectively, outstanding under these lines. With the discretionary nature of this loan agreement, the Lender or the Company can terminate this agreement with a thirty (30) day written notice at any time.


12



Installment Debt


Installment debts consist of the following:

 

 

September 30,
2014
(unaudited)

 

December 31,
2013
(audited)

 

 

 

 

 

 

 

 

 

Vehicle Note Payable, dated August 18, 2011, vehicle financing arrangement for tow truck, original amount of $47,124, 5 years (60 months), 0% interest rate, commenced October 1, 2011, matures on October 1, 2016, monthly installment payments of $785

 

 

18,732

 

 

25,918

 

 

 

 

 

 

 

 

 

Note Payable, dated May 13, 2011, issued for the acquisition of Mobility Freedom, original amount of $2 million, fifteen years (180 months), 6% interest rate, commenced August 1, 2011, matures on July 1, 2026, monthly installment payments of $16,877 secured by grantee from the majority shareholder of Mobility Freedom

 

 

1,704,667

 

 

1,785,953

 

 

 

 

 

 

 

 

 

Note Payable to related party, dated May 13, 2011, associated with the acquisition of Mobility Freedom, original amount of $2 million, ten years (120 months), 5% interest rate, commenced August 1, 2011, matures on July 1, 2021, monthly installment payments of $22,204

 

 

1,457,931

 

 

1,618,387

 

 

 

 

 

 

 

 

 

Note Payable, dated November 16, 2011, issued for the acquisition of Certified Auto, original amount of $50,000, four years (16 quarters), 0% interest rate, commenced January 16, 2012, matures on November 16, 2015, quarterly installment payments of $3,125

 

 

18,660

 

 

21,785

 

 

 

 

 

 

 

 

 

Note Payable, dated March 1, 2012, issued for the acquisition of Ride-Away, original amount of $3,000,000, ten years (120 months), 5% interest rate, commences September 1, 2012, matures on May 2, 2022, monthly installment payments of $31,820.  Note is with the former owner of Ride-Away

 

 

2,406,002

 

 

2,618,831

 

 

 

 

 

 

 

 

 

Note payable to related party, dated March 1, 2012, issued for the acquisition of Ride-Away, original amount of $500,000 , five years (60 months), 6% interest rate, commenced April 1, 2012, matures March 1, 2017, monthly installment payments of $9,685

 

 

301,722

 

 

342,143

 

 

 

 

 

 

 

 

 

Promissory Note payable to a related party, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $210,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $3,963

 

 

171,750

 

 

205,877

 

 

 

 

 

 

 

 

 

Promissory Note payable to a related party, dated September 4, 2013, issued for the acquisition of Auto Mobility Sales, original amount of $140,000 , five years (60 months), 5% interest rate, commenced November 1, 2013, matures October 1, 2018, monthly installment payments of $2,642

 

 

114,497

 

 

133,815

 

 

 

 

 

 

 

 

 

Total debt

 

 

6,193,961

 

 

6,752,709

 

 

 

 

 

 

 

 

 

Current portion of long-term debt, notes payable

 

 

748,237

 

 

729,693

 

Long-term portion

 

$

5,445,724

 

$

6,023,016

 


NOTE 7 – STOCKHOLDERS’ EQUITY


During quarter ended September 30, 2014, the Company sold 601,178 shares of common stock for proceeds of $19,670.


During the nine months ended September 30, 2014, 2,995,613 shares of common stock valued at $35,000 were issued to key employees as employee compensation and 1,161,464 shares of common stock valued at $24,000 were issued to directors as board compensation.


13



During the nine months ended September 30, 2014, the Company issued 2,032,899 shares of common stock valued at $41,366, in lieu of payments for notes payable-related party.


NOTE 8 – CONTINGENCIES


Company operations involve the handling and disposal of waste and hazardous material within a highly regulated oversight structure.  The Company is subjected to inspections by OSHA and other regulatory bodies.  Management believes that there are no current regulatory claims that would have a material effect on the Company’s financial position or results of operations.


NOTE 9 – INCOME TAXES


Prior to its acquisition in September 2008 by HASCO Holdings, LLC, the Company was an S Corporation.  Beginning in September 2008 the Company’s tax status changed to a C Corporation.  The Company accounts for income taxes under ASC Topic 740: Income Taxes requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.


As of September 30, 2014 and 2013, the Company had no loss carry forwards available to reduce its future federal taxable.


The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for income for continuing operations for the nine months ended September 30, 2014 and 2013:


 

 

For The Nine months Ended
September 30,

 

 

 

2014

 

2013

 

Expected federal income tax expense (34%)

 

$

611,431

 

$

256,846

 

State tax expense, net of federal tax effect

 

 

173,147

 

 

17,297

 

Deferred taxes

 

 

 

 

 

 

 

 

784,578

 

 

274,143

 

Change in valuation allowance

 

 

 

 

(223,000

)

Net income tax expense

 

 

784,578

 

 

51,143

 


NOTE 10 – SEGMENT REPORTING


Accounting standards for the Disclosure about Segments of an Enterprise and Related Information establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the way that management organizes the operations of the Company for making operational decisions and assessments of financial performance.


According to such standards, management determined that, as a consequence of our Home Healthcare Segment now comprising less than 5% of our Gross Revenue, the reporting of segment operating results is no longer relevant when considering the financial statement as a whole.


NOTE 11 – DIVESTITURE OF CERTIFIED MEDICAL


On June 30, 2014 the Company entered into an agreement with a related party and completed the sale of its Certified Medical business segment in exchange for a note receivable in the amount of $124,618.  In connection with the sale, the Company recognized a gain of $92,653.  In accordance with ASC 205-20, the results of operations for the Certified Medical business segment through September 30, 2014, and for all applicable prior periods, are reported as discontinued operations.   For the three months and nine months ended September 30, 2014, Certified Medical reported income of $193,827 and $246,858 respectively.


Concurrent with the sale of its Certified Medical business segment, the Company and the buyer entered into a transition services agreement pursuant to which each of the parties will provide certain transitional, administrative, and support services to the other party for a period up to nine months, which may be extended upon mutual agreement. Such services provided to the buyer by the Company will be recorded as contra-expense since the Company will be reimbursed for the service cost incurred. Activity associated with transitional service is not considered significant relative to the condensed consolidated financial statements of the Company.


14



NOTE 12 – ACQUISITIONS AND PROFORMA FINANCIAL INFORMATION


Auto Mobility Sales Acquisition


The following table summarized the impact of the acquisition as if the acquisition date were January 1, 2013.


Hasco Medical, Inc. and Subsidiaries

Consolidated Pro Forma Statements of Operations

For the Nine months ended September 30, 2013

(unaudited)


 

 

9/30/2013

 

Revenues, net

 

$

58,804,039

 

Cost of sales

 

 

46,015,325

 

Gross Profit

 

 

12,788,714

 

 

  

 

 

 

Operating expenses:

 

 

 

 

Selling and marketing

 

 

3,815,562

 

General and administrative

 

 

7,869,745

 

Depreciation and amortization

 

 

330,437

 

Total operating expenses

 

 

12,015,744

 

 

 

 

 

 

Income from operations

 

 

772,970

 

 

 

 

 

 

Other income (expense)

 

 

(181,377

)

 

 

 

 

 

Income from continuing operations before income taxes

 

 

591,593

 

 

 

 

 

 

Provision for income taxes

 

 

79,682

 

 

 

 

 

 

Income from continuing operations

 

 

511,911

 

 

 

 

 

 

Loss from continued operation, net of income taxes

 

 

(235,775

)

 

 

 

 

 

Net Income

 

$

276,136

 

 

 

 

 

 

Earnings per share:

 

 

 

 

Basic and dilutive

 

$

0.00

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

Basic and dilutive

 

 

988,694,780

 


15



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


Results of Operations


The results of operations presented on a historical comparative basis require consideration in the nature of the change in business activity and the acquisition of business entities in 2012.  Any such comparison requires a careful examination of the change in the nature of the Company’s business activity in conjunction with numerical comparisons of quarter-to-quarter results.


The following table provides an overview of certain key factors of our results of continuing operations for the three months ended September 30, 2014 as compared to September 30, 2013:


 

 

Three Months Ended September 30,

 

 

 

2014

 

2013

 

Net revenues

 

$

23,816,187

 

$

19,456,218

 

Cost of sales

 

 

17,515,451

 

 

14,743,910

 

Operating expenses:

 

 

 

 

 

 

 

Selling and marketing

 

 

1,063,863

 

 

1,203,124

 

General and administrative

 

 

3,432,786

 

 

2,453,602

 

Amortization and depreciation

 

 

242,511

 

 

169,838

 

Total operating expenses

 

 

4,739,160

 

 

3,826,564

 

Income from operations

 

 

1,561,576

 

 

885,744

 

Total other income

 

 

(418,139

 

(168,585

)

Provision for income taxes

 

 

525,802

 

 

236,397

 

Net income from continuing operations

 

$

617,635

 

$

480,762

 


Other Key Indicators:


 

Three Months Ended September 30,

 

2014

 

2013

Cost of sales as a percentage of revenues

73.5%

 

75.6%

Gross profit margin

26.5%

 

24.4%

General and administrative expenses as a percentage of revenues

14.4%

 

12.6%

Total operating expenses as a percentage of revenues

19.9%

 

19.6%


The following table provides comparative data regarding the source of our net revenues in each of these periods:


 

 

Three Months ended September 30,

 

 

 

2014

 

2013

 

Product Sales

 

$

19,276,144

 

$

15,905,123

 

Rental Revenue

 

 

373,732

 

 

368,371

 

Service and other

 

 

4,166,311

 

 

3,182,724

 

Total Net Revenues

 

$

23,816,187

 

$

19,456,218

 


Three Months ended September 30, 2014 and 2013


Net Revenues


For the three months ended September 30, 2014, we reported revenues of $23,816,187 as compared to revenues of $19,456,218 for the three months ended September 30, 2013, an increase of $4,359,969 or approximately 22.4%.  The increase is due to the increase in private pay business for van sales and the acquisition of Auto Mobility Sales.


Product sales for the three months ended September 30, 2014 and 2013 amounted to $19,276,144 and $15,905,123, respectively, an increase of $3,371,021 or 21.2%.  Rental revenue for the three months ended September 30, 2014 and 2013 amounted to $373,732 and $368,371, respectively, an increase of $5,361 or 1.5%.  Service and other revenue for the three months ended September 30, 2014 and 2013 amounted to $4,166,311 and $3,182,724, respectively, an increase of $983,587 or 30.9%.  These increases were due to the increase in private pay business for van sales and the acquisition of Auto Mobility Sales.  We are anticipating a 3% price increase for the remainder of 2014.


16



Product sales comprise approximately 80.9% of the Company’s sales for the three months ended September 30, 2014 compared to 81.7% in the same period of 2013.


Cost of Sales


Our cost of sales consists of products purchased for resale, and service parts and labor. For the three months ended September 30, 2014, cost of sales was $17,515,451, or approximately 73.5% of revenues, compared to $14,743,910, or approximately 75.6% of revenues, for the three months ended September 30, 2013. The overall increase of cost of sales for our Modified Mobility Vehicle operations is due to the increase in revenue.


We have a single vendor that represents 55% of our Cost of Sales.  Our relationship with this vendor is excellent and we do not anticipate any change in the status of that relationship.  Should there be any such change; management believes that substantially similar products are available from other competitive vendors at terms that will not have a substantial effect on our financial condition.


Gross Profit


Overall gross profit percentage increased to 26.5% for the three months ended September 30, 2014 from 24.4 % for the three months ended September 30, 2013 due to an increase in our service revenue which is a higher margin segment for the company.


Total Operating Expense


Total operating expenses increased as a percentage of revenues to 19.9% for the three months ended September 30, 2014 from 19.6% for the three months ended September 30, 2013.  These changes include:


Selling and Marketing Expense. For the three months ended September 30, 2014, selling and marketing costs were $1,063,863 and $1,203,124 for the three months ended September 30, 2013. The decrease was due to the decrease in marketing, advertising and print advertising programs initiatives, primarily in the Modified Mobility Vehicle operations.


General and Administrative Expense. For the three months ended September 30, 2014, general and administrative expenses were $3,432,786 as compared to $2,453,602 for the three months ended September 30, 2013, an increase of $979,184. The increase is due to the additional rent and professional fees associated with the acquisition of business entities in 2013, additional personnel associated with the acquisition of Auto Mobility Sales, and additions of staff in the accounting and sales departments as well as fully staffing the locations with management and sales personnel.  


Depreciation and Amortization Expense. For the three months ended September 30, 2014, depreciation and amortization expense amounted to $242,511 as compared to $169,838 for the three months ended September 30, 2013, an increase of $72,673.


Income from Continuing Operations


We reported income from continuing operations of $617,635 for the three months ended September 30, 2014 as compared to income from continuing operations of $480,596 for the three months ended September 30, 2013.


Other Income (Expense)


Other Income (Expense) for the three months ended September 30, 2014 amounted to $(418,139) compared to $(168,585) for the three months ended September 30, 2013.   This increase in expense is due to a higher volume of floor plan activity and a larger leased fleet for rental sales. Other income and expense consists of Other Income and Interest Expense.


Other Income consists primarily of discounts earned which totaled $55,126 for the three months ended September 30, 2014 and $70,205 for the three months ended September 30, 2013, as well as a net loss from Medicare and Medicaid charge backs from closed entities which totaled $(173,497) and $(22,806) for the three months ended September 30, 2014 and 2013 respectively.

 

Interest expense for the three months ended September 30, 2014 amounted to $(299,768) as compared to $(215,984) for the three months ended September 30, 2013, an increase of $72,732.  This increase is due to the additional debt and capital lease obligations the Company has incurred in the acquisition of the Auto Mobility subsidiary and the increase in volume on the GE floor plan agreement.


Net Income


Our net income was $801,929 for the three months ended September 30, 2014 compared to net income of $416,521 for the three months ended September 30, 2013.


17



Assets and Liabilities


Assets were $33,002,355 as of September 30, 2014.  Assets consisted of cash of $610,714, accounts receivable of $8,424,671, inventory of $13,782,135, current portion of notes receivable of $25,505, prepaid expense of $519,285, short-term deferred tax asset of $489,014, long-term deferred tax asset of $181,212, property and equipment of $2,097,319, intangible assets of $6,180,941, long term notes receivable of $94,950, and other non-current assets of $596,609.  Liabilities were $28,984,255 as of September 30, 2014. Liabilities consisted primarily of accounts payable of $2,763,262, customer deposits and deferred revenue of $298,804, line of credit of $3,140,346, notes payable – floor plan of $13,160,906, obligation under capital leases short term of $406,392, current portion of notes payable of $392,597, related party short-term notes payable of $355,640, long-term capital leases of $1,008,521, long-term notes payable of $3,746,157, related party long-term notes payable of $1,699,567, and other current liabilities of $2,012,063.


Stockholders’ Equity


Stockholders’ equity was $4,018,100 as of September 30, 2014.  Stockholder’s equity consisted primarily of shares issued for acquisitions, fundraising, employee compensation, and settlement of services totaling $7,813,888, offset primarily by the deficit of $3,795,788 at September 30, 2014.


The results of operations presented on a historical comparative basis require consideration in the nature of the change in business activity and the acquisition of business entities in 2013 and 2012.  Any such comparison requires a careful examination of the change in the nature of the Company’s business activity in conjunction with numerical comparisons of year-to-year results.


The following table provides an overview of certain key factors of our results of continuing operations for the nine months ended September 30, 2014 as compared to September 30, 2013:


 

 

Nine Months Ended September 30,

 

 

 

2014

 

2013

 

Net revenues

 

$

68,362,635

 

$

52,951,334

 

Cost of sales

 

 

51,766,472

 

 

40,611,949

 

Operating expenses:

 

 

 

 

 

 

 

Selling and marketing

 

 

3,034,563

 

 

3,204,763

 

General and administrative

 

 

10,115,358

 

 

7,357,365

 

Amortization and depreciation

 

 

753,703

 

 

540,036

 

Total operating expenses

 

 

13,903,624

 

 

11,102,164

 

Income from operations

 

 

2,692,539

 

 

1,237,221

 

Total other income (expense)

 

 

(894,213

)

 

(481,791

)

Provision for  income taxes

 

 

784,578

 

 

51,143

 

Net income from continuing operations

 

$

1,013,748

 

$

704,287

 


Other Key Indicators:


 

Nine months Ended September 30,

 

2014

 

2013

Cost of sales as a percentage of revenues

75.7%

 

76.7%

Gross profit margin

24.3%

 

23.3%

General and administrative expenses as a percentage of revenues

14.8%

 

13.9%

Total operating expenses as a percentage of revenues

20.3%

 

21.0%


The following table provides comparative data regarding the source of our net revenues in each of these periods:


 

 

Nine Months ended September 30,

 

 

 

2014

 

2013

 

Product Sales

 

$

55,390,038

 

$

42,452,448

 

Rental Revenue

 

 

931,330

 

 

912,129

 

Service and other

 

 

12,041,267

 

 

9,586,757

 

Total Net Revenues

 

$

68,362,635

 

$

52,951,334

 


18



Nine months ended September 30, 2014 and 2013


Net Revenues


For the nine months ended September 30, 2014, we reported revenues of $68,362,635 as compared to revenues of $52,951,334 for the nine months ended September 30, 2013, an increase of $15,411,301 or approximately 29.1%.  The increase is due to the increase in private pay business for van sales and the acquisition of Auto Mobility Sales.


Product sales for the nine months ended September 30, 2014 and 2013 amounted to $55,390,038 and $42,452,448, respectively, an increase of $12,937,590 or 30.5%.  Rental revenue for the nine months ended September 30, 2014 and 2013 amounted to $931,330 and $912,129, respectively, an increase of $19,201 or 2.1%.  Service and other revenue for the nine months ended September 30, 2014 and 2013 amounted to $12,041,267 and $9,586,757, respectively, an increase of $2,454,510 or 25.6%.  These increases were due to the increase in private pay business for van sales and the acquisition of Auto Mobility Sales.  We are anticipating a 3% price increase for the remainder of 2014.


Product sales comprise approximately 81.0% of the Company’s sales for the nine months ended September 30, 2014 compared to 80.2% in the same period of 2013.


Cost of Sales


Our cost of sales consists of products purchased for resale, and service parts and labor. For the nine months ended September 30, 2014, cost of sales was $51,766,472, or approximately 75.7% of revenues, compared to $40,611,949, or approximately 76.7% of revenues, for the nine months ended September 30, 2013. The overall increase of cost of sales for our Modified Mobility Vehicle operations is due to the increase in revenue.


We have a single vendor that represents 52% of our Cost of Sales.  Our relationship with this vendor is excellent and we do not anticipate any change in the status of that relationship.  Should there be any such change; management believes that substantially similar products are available from other competitive vendors at terms that will not have a substantial effect on our financial condition.


Gross Profit


Overall gross profit percentage increased to 24.3% for the nine months ended September 30, 2014 from 23.3 % for the nine months ended September 30, 2013 due to the greater buying power and utilization of capacity in service.


Total Operating Expense


Total operating expenses decreased as a percentage of revenues to 20.3% for the nine months ended September 30, 2014 from 21.0% for the nine months ended September 30, 2013.  These changes include:


Selling and Marketing Expense. For the nine months ended September 30, 2014, selling and marketing costs were $3,034,563 and $3,204,763 for the nine months ended September 30, 2013. The decrease was due to the decrease in marketing, advertising and print advertising programs initiatives, primarily in the Modified Mobility Vehicle operations.


General and Administrative Expense. For the nine months ended September 30, 2014, general and administrative expenses were $10,115,358 as compared to $7,357,365 for the nine months ended September 30, 2013, an increase of $2,757,993. The increase is due to the additional rent and professional fees associated with the acquisition of business entities in 2013, additional personnel associated with the acquisition of Auto Mobility Sales, and additions of staff in the accounting and sales departments as well as fully staffing the locations with management and sales personnel.


Depreciation and Amortization Expense. For the nine months ended September 30, 2014, depreciation and amortization expense amounted to $753,703 as compared to $540,036 for the nine months ended September 30, 2013, an increase of $120,712.  This is due to amortization of intangible assets gained from acquisitions in 2013 and increased assets and capital leases.


Income from Continuing Operations


We reported income from operations of $1,013,748 for the nine months ended September 30, 2014 as compared to income from operations of $704,287 for the nine months ended September 30, 2013.


19



Other Income (Expense)


Other Income (Expense) for the nine months ended September 30, 2014 amounted to $(894,213) compared to $(481,791) for the nine months ended September 30, 2013.  Other income and expense consists of Other Income and Interest Expense.


Other Income consists primarily of discounts earned and other expenses which totaled $(155,439) for the nine months ended September 30, 2014 and $166,978 for the nine months ended September 30, 2013, as well as Gain/Loss from Medicare and Medicaid charge backs from closed entities $81,832 and $(63,402) for the three months ended September 30, 2014 and 2013 respectively.


Interest expense for the nine months ended September 30, 2014 amounted to $(820,606) as compared to $(585,367) for the nine months ended September 30, 2013, an increase of $235,229.  This increase is due to the additional debt and capital lease obligations the Company has incurred in the acquisition of the Auto Mobility subsidiary and the increase in volume on the GE floor plan agreement.


Net Income


Our net income was $1,256,529 for the nine months ended September 30, 2014 compared to net income of $468,512 for the nine months ended September 30, 2013.


Liquidity and Capital Resources


General – Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. The following table provides an overview of certain selected balance sheet comparisons between September 30, 2014 and December 31, 2013:


 

September 30,
2014

 

December 31,
2013

 

$
Change

 

%
Change

 

Working capital surplus

$

1,321,314

 

$

341,302

 

$

980,012

 

287.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash 

 

610,714

 

 

150,313

 

 

460,401

 

306.3

 

Accounts receivable, net

 

8,424,671

 

 

6,182,680

 

 

2,241,991

 

36.3

 

Inventory

 

13,782,135

 

 

11,572,060

 

 

2,210,075

 

19.1

 

Total current assets

$

23,851,324

 

$

18,823,065

 

$

5,028,259

 

26.7

 

Property and equipment, net

 

2,097,319

 

 

2,141,212

 

 

(43,893

)

(2.0

)

Intangible assets, net

 

6,180,941

 

 

6,214,034

 

 

(33,093

)

(0.5

)

Total assets

$

33,002,355

 

$

27,932,480

 

$

5,069,875

 

18.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

2,763,262

 

$

1,849,702

 

$

913,560

 

49.4

 

Cash overdraft

 

0

 

 

175,572

 

 

(175,572

)

(100

)

Customer deposits and deferred revenue

 

298,804

 

 

388,433

 

 

(89,629

)

(23.1

)

Line of credit

 

3,140,346

 

 

2,303,143

 

 

837,203

 

36.4

 

Note Payable – Floor Plan

 

13,160,906

 

 

12,174,639

 

 

986,267

 

8.1

 

Current portion of capital leases

 

406,392

 

 

366,658

 

 

39,734

 

10.8

 

Notes payable-current

 

392,597

 

 

376,685

 

 

15,912

 

4.2

 

Notes payable, related party-current

 

355,640

 

 

353,008

 

 

2,632

 

0.7

 

Total current liabilities

$

22,530,010

 

$

18,481,763

 

$

4,048,247

 

21.9

 

Capital lease obligations long term

 

1,008,521

 

 

817,828

 

 

190,693

 

23.3

 

Notes payable-long term

 

3,746,157

 

 

4,075,802

 

 

(329,645

)

(8.1

)

Notes payable, related party-long term

 

1,699,567

 

 

1,947,214

 

 

(247,647

)

(12.7

)

Total liabilities

$

28,984,255

 

$

25,322,607

 

$

3,661,648

 

14.5

 

Accumulated deficit

 

(3,795,788

)

 

(5,052,317

)

 

1,256,529

 

(24.9

)

Stockholders’ equity

$

4,018,100

 

$

2,609,873

 

$

1,408,227

 

54.0

 


Overall, we had an increase in cash flows of $460,401 in the nine months ending September 30, 2014 resulting from cash used in operating activities of $329,957 and cash used in investing activities of $84,902, and cash provided by financing activities of $875,260.


20



The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:


 

 

Nine Months Ended September 30,

 

 

 

2014

 

2013

 

Cash at beginning of period

 

$

150,313

 

$

850,391

 

Net cash provided by (used in) operating activities

 

 

(329,957

)

 

1,226,765

 

Net cash (used in) investing activities

 

 

(84,902

)

 

(635,647

)

Net cash provided by financing activities

 

 

875,260

 

 

359,002

 

Cash at end of period

 

$

610,714

 

$

1,800,511

 


Net cash used in operating activities was $329,957 for the nine months ended September 30, 2014. For the nine months ended September 30, 2014, we had net income of $1,256,529, non-cash items such as depreciation and amortization expense of $754,007, stock-based compensation of $89,602, offset partially by gain on disposal of property and equipment of $9,245, and the changes in operating assets and liabilities of $2,256,690.  The changes in operating assets and liabilities were primarily due to increases in accounts receivable of $2,241,991, the change in deferred tax asset of $107,829, customer deposits and deferred revenue of 89,629, inventory of $2,242,306, prepaid expenses of $34,466; offset partially by the increases in, accounts payable and accrued expenses of $913,560, other current liabilities of $1,517,615 and other assets of $28,356


Net cash provided by operating activities was $1,226,765 for the nine months ended September 30, 2013. For the nine months ended September 30, 2013, we had net income of $468,512, non-cash items such as depreciation and amortization expense of $540,493, stock-based compensation of $80,165; and offset partially by changes in operating assets and liabilities of $488,223.  The changes in operating assets and liabilities were primarily due to increases in inventory of $973,128, prepaid expenses of $315,195, and customer deposits and deferred revenue of $412,899, offset partially by the decreases in accounts receivable of $1,313,155, decreases in accounts payable and accrued expenses of $505,283.


Net cash used in investing activities for the nine months ended September 30, 2014 was $84,902 which consists primarily of purchases of fixed assets.


Net cash used in investing activities for the nine months ended September 30, 2013 was $635,647. During the nine months ended September 30, 2013, cash was provided by the sale of property and equipment offset partially by the cash used for the purchase of property and equipment and the acquisition Auto Mobility Sales.


Net cash provided by financing activities for the nine months ended September 30, 2014 was $875,260. This consisted of principal payments under capital lease obligations of $275,986, repayments of related party notes payable of $165,632, cash overdraft of $175,572, and repayments on our notes payable of $350,690, offset partially by net draws and repayments on our floor plan of $986,267, net draws and repayments on our line of credit of $837,203,  and the proceeds from issuance of common stock of $19,670.


Net cash provided by financing activities for the nine months ended September 30, 2013 was $359,002. This consisted of principal payments under capital lease obligations of $807,267, repayments of related party notes payable of $83,749 and repayments on our notes payable of $364,406 and net draws and repayments on our line of credit of $1,817,705, offset partially by net draws and repayments on our floor plan of $3,430,129 and the proceeds from issuance of common stock of $2,000.


At September 30, 2014 we had a working capital surplus (current assets in excess of current liabilities) of $1,321,314 and accumulated deficit of $(3,795,788).


Financing – We believe our current working capital position, together with our expected future cash flows from operations will be adequate to fund our operations in the ordinary course of business, anticipated capital expenditures, debt and floor plan payment requirements, and other contractual obligations for at least the next twelve months.  However, this belief is based upon many assumptions and is subject to numerous risks (see “Risk Factors”), and there can be no assurance that we will not require additional funding in the future.


As we attempt to expand and develop our operations, there exists a potential for net negative cash flows from future operations in amounts not now determinable, and we may be required to obtain additional financing in support of these plans. We have and expect to continue to have substantial capital expenditures and working capital needs.  We expect that the additional financing will (if available) take the form of a private placement of equity, bank borrowings and seller-financed acquisitions, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to consolidate sources of additional funding, without which we may not be able to continue our expansion efforts.  There are no assurances that we will be able to obtain or continue adequate financing.  If we are able to obtain and continue our required financing, future operating results depend upon a number of factors that are outside such financing considerations.


21



Vehicle Floorplans and Lines of Credit – Vehicle floorplans and line of credit reflect the amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventories with our corresponding manufacturers.  Changes in our vehicle floorplan and credit lines are reported in the financing cash flow section.  Below is a listing of our gross usage and payments on the company’s floorplan and credit lines for the nine months ended September 30, 2014 and 2013:


For the nine months ended September 30, 2014:


Facility

 

Additions

 

Payments

 

Net Usage
Inc (Dec)

 

Floor plan

 

$

38,450,052

 

$

37,463,785

 

$

986,267

 

Line of credit

 

 

2,211,536

 

 

1,374,333

 

 

837,203

)

Total

 

$

40,661,588

 

$

38,838,118

 

$

1,823,470

 


For the nine months ended September 30, 2013:


Facility

 

Additions

 

Payments

 

Net Usage
Inc (Dec)

 

Floor plan

 

$

24,035,927

 

$

20,605,798

 

$

3,430,129

 

Line of credit

 

 

1,546,149

 

 

3,363,854

 

 

(1,817,705

)

Total

 

$

25,582,076

 

$

23,969,652

 

$

1,612,424

 


Contractual Obligations and Off-Balance Sheet Arrangements


Contractual Obligations

 

With reference to SEC Regulation S-K Item 303(d), tables summarizing our contractual obligations are not required.


Off-balance Sheet Arrangements


The Company’s management considers all liabilities stated on the financial statement contained herein disclose all liabilities and potential liabilities in every material respect.  We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements.  Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk in support to such activity. We do not have any determinable or variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.


Recently Issued Accounting Pronouncements


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


There have been no material changes in our quantitative and qualitative market risks since the prior reporting period.


ITEM 4.  CONTROLS AND PROCEDURES.


The Company is exempt from the reporting requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.


As a result of the misstatements in the financial statements for the years ended December 31, 2013 and 2012, and in connection with the evaluation of our controls and procedures for the year ended December 31, 2013 we have determined that we have material weaknesses in our controls and procedures, as more fully described below.


A material weakness in internal control over financial reporting is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.  A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.


22



We have become aware that we:


 

A)

had failed to properly record the purchase price allocations related to the May 13, 2011 acquisition of Mobility Freedom, Inc. and the March 1, 2012 acquisition of Ride-Away Handicap Equipment Corp. and the effects of these corrections on amortization expense and other income accounts.  The error had a significant effect on our previously issued consolidated financial statements for the year ended December 31, 2012, and for each of the quarters for the year ended December 31, 2012;

 

 

 

 

B)

had failed to properly classify direct labor and overhead as cost of goods sold for the year ended December 31, 2012. We previously classified the direct labor and overhead as a component of general and administrative expenses, a line item in the consolidated statements of operations of our previously issued consolidated financial statements.

 

 

 

 

C)

had failed to properly depreciate leasehold improvements from useful life to the shorter of useful life or lease term.

 

 

 

 

D)

had failed to properly relieve inventory for sold vehicles

 

 

 

 

E)

had failed to record impairment of all of the goodwill associated with the Home Healthcare reporting unit in the quarter ended December 31, 2012.

 

 

 

 

F)

had failed to properly account for certain Home Healthcare revenues using the Net Revenue method.  We previously used the Gross Revenue method.


As a result of identifying these errors, we concluded that accounting adjustments were necessary to correct the previously issued financial statements for the years ended December 31, 2012 and 2011, for each of the quarters for the year ended December 31, 2012, for the quarters ended September 30, 2011, September 30, 2011, and December 31, 2011, and that the reports we filed with the SEC that included the financial statements that reported the erroneous information for that period should no longer be relied upon.  Accordingly, we have restated our financial statements for the year ended December 31, 2012. In addition, audit adjustments were necessary in the preparation of the 2013 financial statements.


We determined that these failures and related restatements and reclassification demonstrated the following material weakness in our internal control over financial reporting:


·

Accounting and Finance Personnel Weakness — As of the years ended December 31, 2013 and 2012, the Company lacked appropriate resources within the accounting function.  The accounting staff is comprised of few people and, as of December 31, 2012, the staff did not have an adequate number of personnel with the expertise and training to meet the Company’s reporting demands.


Remediation Plan for Material Weakness in Internal Control over Financial Reporting


During 2013, we added additional experienced staff to the accounting department.  During 2014 we will continue to assess the needs of our accounting department, hire additional staff as needed and monitor the staff’s continuing education.  We believe that these factors will substantially decrease the possibility of the occurrence of errors in our financial statements.


Management has discussed these material weaknesses with our Audit Committee and Board of Directors and will continue to review progress on these activities on a consistent and ongoing basis at the senior management level in conjunction with our Board of Directors.


We cannot assure you at this time that the actions and remediation efforts we have taken or ultimately will implement will effectively remediate the material weaknesses described above or prevent the incidence of other significant deficiencies or material weaknesses in our internal control over financial reporting in the future.  Our management, including our principal executive officer and principal accounting officer, does not expect that disclosure controls or internal controls over financial reporting will prevent all errors, even as the aforementioned remediation measures are implemented and further improved to address all deficiencies.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions.


The implementation of our remediation plan will require substantial expenditures, could take a significant period of time to complete, and could distract our officers and employees from the operation of our business.  


23



With respect to the quarter ended September 30, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the period ending September 30, 2014, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective.


There were no changes in our internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS


From time to time the Company is made to answer various legal disputes arising out of the ordinary course of doing business.  It is the opinion of management, in consultation with our attorneys, that to the extent such parties may have a reasonable possibility of prevailing against us, such potential awards or judgments would be of immaterial financial relevance when considering the financial statements as a whole.


ITEM 1A.   RISK FACTORS


There has been no material change in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013.


ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.   MINE SAFETY DSICLOSURES.


Not applicable.


ITEM 5.   OTHER INFORMATION.


None.


ITEM 6.   EXHIBITS


Attached hereto and incorporated by reference are the following exhibits:


Exhibit
Number

Description

 

 

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

99.1

Form 8K, dated January 7, 2013**

99.2

Form 8K, dated April 8, 2013**

101

Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.***


*     Filed herein

**   Previously filed and incorporated by reference

*** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”


24



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

Hasco Medical, Inc.

 

 

 

By: /s/ Hal Compton, Jr.

November 13, 2014

Hal Compton, Jr.,

 

Chief Executive Officer, principal executive officer

 

 

 

 

 

By: /s/ Shane Jorgenson

November 13, 2014

Shane Jorgenson

 

Chief Financial Officer, principal financial and accounting officer


25