UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
AMENDMENT NO. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the period ended November 30, 2002
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the transition period from _______ to __________
Commission file number 0-14401
SANDATA TECHNOLOGIES, INC.
(Exact name of small business issuer in its charter)
DELAWARE 11-2841799
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
26 Harbor Park Drive
Port Washington, NY
(Address of principal executive offices)
11050
(Zip Code)
Issuer's telephone number, including area code: (516) 484-4400
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
---------------- -------------
APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes____ No____
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes of common
equity, as of March 20, 2003 was 2,481,806.
Transitional Small Business Disclosure Format (check one):
Yes No X
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SANDATA TECHNOLOGIES INC. AND SUBSIDIARIES
AMENDMENT TO QUARTERLY REPORT
ON FORM 10-QSB
FOR THE QUARTER ENDED AUGUST 31, 2002
The Quarterly Report on Form 10-QSB for Sandata Technologies, Inc. and
Subsidiaries (the "Company") for the quarter ended November 30, 2002 is hereby
amended and restated to the extent, and only to the extent, of amending the
following sections of the items.
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Condensed Consolidated Balance Sheet as of November 30, 2002, the
Condensed Consolidated Statements of Operations for the three and six months
ended November 30, 2002 and 2001, and the Condensed Consolidated Statements of
Cash Flows for the six month periods ended November 30, 2002 and 2001 have been
prepared by Sandata Technologies, Inc. and Subsidiaries (the "Company") without
audit. In the opinion of management, all adjustments (which include only normal,
recurring adjustments) necessary to present fairly the financial position as of
November 30, 2002 and for all periods presented have been made.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended May 31, 2002. Results of operations for the period ended November 30, 2002
are not necessarily indicative of the operating results expected for the full
year.
Selected Accounting Policies and New Pronouncements
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity
of three months or less to be cash equivalents. Due to the nature of its
operations, the Company deposits, on a monthly basis, amounts in financial
institutions for the payment of payroll liabilities for certain customers. Such
amounts are reduced when the Company pays such liabilities. Such reductions
generally occur over five to ten business days. At November 30, 2002, the
Company had amounts on deposit for these liabilities of approximately $676,000.
The Company has cash balances in banks in excess of the maximum amount insured
by the FDIC as of November 30, 2002.
In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 144 ("SFAS No. 144"), "Accounting
for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses the
accounting model for long-lived assets to be disposed of by sale and resulting
implementation issues. This statement requires that those long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. It
also broadens the reporting of discontinued operations to include all components
of an entity with operations that can be distinguished from the rest of the
entity and that will be eliminated from the ongoing operations of the entity in
a disposal transaction. SFAS No. 144 is effective for the Company in fiscal
2003. The provisions of the interpretations that are applicable to the Company
were implemented on a prospective basis as of June 1, 2002, which had no
material effect on the Company's financial statements.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the
use of the purchase method of accounting for business combinations initiated
after June 30, 2001, and eliminates the pooling-of-interests method. SFAS No.
142 requires, among other things, the use of a non-amortization approach for
purchased goodwill and certain intangibles. Under a non-amortization approach,
goodwill and certain intangibles will not be amortized in earnings, but instead
will be reviewed for impairment at least annually. On June 1, 2002, the Company
implemented SFAS No.142. The implementation of SFAS No. 142 did not have a
material impact on its financial statements, since the Company did not have any
goodwill or intangibles subject to SFAS No. 142 at the date of implementation.
On April 30, 2002 the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 eliminates the requirement that gains and losses from
the extinguishment of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect and eliminates an
inconsistency between the accounting for sale-leaseback transactions and certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. Generally, SFAS No. 145 is effective for
transactions occurring after May 15, 2002. The adoption of this standard had no
material impact to the Company.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS No. 146"), provides guidance on the recognition and
measurement of liabilities for costs associated with exit or disposal
activities. The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002. The Company is currently
reviewing SFAS No. 146 to determine the impact upon adoption.
SIGNATURES
Pursuant to the requirements 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.
SANDATA TECHNOLOGIES, INC.
(Registrant)
Date: March 24, 2003 By: /s/Bert E. Brodsky
----------------------------
Bert E. Brodsky
Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer
CERTIFICATION
I, Bert E. Brodsky, Chief Executive Officer and Chief Financial Officer,
certify that:
1. I have reviewed this amended quarterly report on Form 10-QSB of Sandata
Technologies, Inc. and its Subsidiaries;
2. Based on my knowledge, this amended quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this amended quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of Sandata Technologies, Inc. and its Subsidiaries as of, and for, the periods
presented in this amended quarterly report.
4. As both Chief Executive Officer and Chief Financial Officer, I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and I
have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this amended quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. As both Chief Executive Officer and Chief Financial Officer I have
disclosed, based on my most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data, and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. As both Chief Executive Officer and Chief Financial Officer, I have
indicated in this amended quarterly report whether or not there were significant
changes in internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 24, 2003 /s/ Bert E. Brodsky
-----------------------------------
Bert E. Brodsky, Chief Executive
Officer and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sandata Technologies, Inc. (the
"Company") on Form 10-Q for the period ended August 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Bert E.
Brodsky, Chief Executive Officer and Chief Financial Officer of the Company,
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/Bert E. Brodsky
Bert E. Brodsky
Chief Executive Officer and Chief Financial Officer
March 24, 2003