<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
--------------
Commission file number 0-22115
-------
COMPLETE WELLNESS CENTERS, INC.
-------------------------------
(Exact name of small business issuer as
specified in its charter)
Delaware 52-191035
-------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
725 Independence Avenue, S.E., Washington, D.C. 20003
-----------------------------------------------------
(Address of principal executive offices)
(202) 543-6800
--------------
(Issuer's telephone number)
---------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---.
State the number of shares outstanding of each of the issuer's classes of
common equity, at March 31, 1997: 1,860,762.
<PAGE> 2
INDEX COMPLETE WELLNESS CENTERS, INC.
FORM 10 - QSB
INDEX
<TABLE>
<CAPTION>
<S> <C> <S>
PAGE
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996
Condensed Consolidated Statement of Operations
Three months ended March 31, 1997 and March 31, 1996
Condensed Consolidated Statement of Cash Flows
Three months ended March 31, 1997 and March 31, 1996
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. OTHER INFORMATION
Signatures
.
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1: FINANCIAL STATEMENTS
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------------- -----------
ASSETS (UNAUDITED) (NOTE)
<S> <C> <C>
Cash and equivalents $ 3,296,589 $ 298,509
Patient receivables, net of allowance for doubtful
accounts of $781,412 and $143,422 761,477 540,444
Other Assets 90,668 43,232
Deferred tax assets 33,487 15,487
Total current assets 4,182,221 897,672
Furniture and equipment, net 255,212 215,615
Total assets $ 4,437,433 $ 1,113,287
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 659,698 $ 412,725
Accrued wages 13,982 91,000
Accrued management fee 529,599 442,646
Accrued interest 500 52,010
Income tax payable 45,728 23,728
Notes payable - 1,098,000
Total current liabilities $ 1,249,507 $ 2,120,109
Convertible note payable 25,000 25,000
Stockholders' equity
Preferred Stock, $.01 par value per share, 2,000,000
authorized of which 1,500 are designated Series A,
12% Cumulative Convertible Preferred, 1,350 shares
issued and outstanding at December 31, 1996 0 14
Common Stock, $.0001665 par value per share, 10,000,000
shares authorized, 1,860,762 shares and 714,967 shares
issued and outstanding at March 31, 1997 and December 31,
1996 respectively 310 119
Additional capital 4,855,599 156,027
Accumulated deficit (1,692,983) (1,187,982)
Total stockholders' equity (deficit) 3,162,926 (1,031,822)
Total liabilities and stockholders' equity (deficit) $ 4,437,433 $ 1,113,287
</TABLE>
Note: The balance sheet at December 31, 1996 has been extracted from the
audited financial statements at that date
See notes to condensed consolidated financial statements.
<PAGE> 4
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996
-------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Operating revenue
Patient revenue $811,879 $34,049
Management services income 150,362 -
$962,241 $34,049
Direct expenses:
Salary and consulting costs 416,528 24,052
Management fees 357,073 15,375
Rent 47,584 6,929
Advertising and marketing 24,213 5,946
Bad debt expense 218,661 3,007
Total direct expenses 1,064,059 55,309
General and administrative 364,176 42,096
Depreciation and amortization 15,181 2,000
Operating deficit (481,175) (65,356)
Interest expense 23,112 500
Interest income 3,286 861
Minority interest 22,277
Net loss before income taxes (501,001) (42,718)
Income taxes 4,000
Net loss after income taxes (505,001) (42,718)
Net loss per share data (Note C)
Net loss per share and common equivalent shares (0.32) -
Weighted average number of common and common
Equivalent shares outstanding 1,550,218 -
Pro forma net loss per share data (Note C)
Net loss per share and common equivalent shares (0.31) (0.05)
Weighted average number of common and common
Equivalent shares outstanding 1,627,978 888,054
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996
--------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) (505,001) (42,718)
Adjustments to reconcile net loss to Net cash
used in operating activities
Minority interest (108,723)
Depreciation and amortization 15,181 2,000
Amortization of debt discount 2,000
Provision for bad debts 218,661 3,007
Provision for deferred taxes (18,000)
Changes in operating assets and liabilities
Patient receivables (439,694) (12,387)
Advances to officers and other current assets (47,436) (2,967)
Current tax liability 22,000
Accounts payable and other current liabilities 187,917 (6,357)
Net cash used in operating activities (564,372) (168,145)
Investing activities
Purchase of equipment (54,778) (9,625)
Net cash used in investing activities (54,778) (9,625)
Financing activities
Payment of bridge notes (1,100,000)
Proceeds (payments) from notes payable 17,481 (730)
Proceeds from sale of common stock 4,699,749
Proceeds from sale of equity in Complete Wellness Centers, LLC 181,000
Net cash provided by financing activities $ 3,617,230 180,270
Net increase in cash and cash equivalents 2,998,080 2,500
Cash and cash equivalents at beginning of year 298,509 63,834
Cash and cash equivalents at end of year $ 3,296,589 66,334
</TABLE>
See notes to condensed consolidated financial statements
<PAGE> 6
COMPLETE WELLNESS CENTERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1997
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. The financial statement information was derived
from unaudited financial statements unless indicated otherwise. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997.
The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the Company's audited financial statements
included in the Company's 10-KSB dated December 31, 1996. The Company was
incorporated under the laws of the State of Delaware in November 1994. The
Company develops multi-disciplinary medical centers and furnishes certain
support services to such facilities.
Note B - Initial Public Offering
On February 24, 1997, the Company successfully completed an initial
public offering of 1,000,000 shares of common stock and 1,000,000 redeemable
common stock purchase warrants from which it received net proceeds, after giving
effect to the underwriting discount and non-accountable expenses, of
approximately $5,281,000. The offering proceeds were received by the Company in
February 1994. In addition, the Company incurred approximately $595,000 in
transaction costs in connection with the offering.
On March 20, 1997, the underwriter exercised 36,776 redeemable common
stock purchase warrants from a possible 150,000 included in the over-allotment
option. After giving effect to the underwriting discount, the Company received
approximately $3,200 in March 1997.
Note C - Net Loss Per Share
The Company's net loss per share calculations are based upon the
weighted average number of shares of Common Stock outstanding. Pursuant to the
requirements of the Securities and Exchange Commission (SEC) staff accounting
bulletin No. 83, options to purchase Common Stock issued at prices below the
initial public offering price during the twelve months immediately preceding the
initial filing of the registration statement relating to the initial public
offering have been included in the computation of net loss per share as if they
were outstanding for all periods presented prior to the initial public offering
(using the treasury method assuming repurchase of common stock at the estimated
initial public offering price). Other shares issuable upon the exercise of stock
options or conversion of redeemable convertible preferred stock have been
excluded from the computation because the effect of their inclusion would be
anti-dilutive. Subsequent to the Company's initial public offering, options
under the treasury stock method are included to the extent they are dilutive.
Weighted average shares used to calculate the pro forma net loss per share
differs from the weighted average on a historical basis due primarily the
inclusion of the shares of Common Stock resulting from the assumed conversion at
the beginning of the applicable period of the Series A Convertible Preferred
Stock.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company was established in November 1994. From its inception until
March 1995, the Company raised funds privately and developed the corporate
infrastructure, protocols, policies and procedures required to commence its plan
to develop multi-disciplinary medical clinics. In March 1995, the Company formed
Complete Wellness Centers, LLC as a vehicle for raising capital needed to open
medical clinics. The Company is the managing member of CWC, LLC, has a 1% equity
interest and has obtained irrevocable and permanent voting proxies from the
holders of a majority of ownership interests in CWC, LLC. The Company
consolidates the financial statements of CWC, LLC in its financial statements.
In July 1995, CWC, LLC purchased selected assets of a chiropractic practice for
the purpose of establishing the Company's first medical clinic. This clinic is a
wholly owned subsidiary of CWC, LLC.
Statements included in this "Management's Discussion and Analysis of
Financial Condition and Results of Operation" Section, and in other sections of
this Report and in prior and future filings by the Company with the Securities
and Exchange Commission, in the Company's prior and future press releases and in
oral statements made with the approval of an authorized executive which are not
historical or current facts are "forward-looking statements" made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and are subject to certain risks and uncertainties that could cause actual
results to differ materially from those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. There are
important risk factors that in some cases have affected and in the future could
affect the Company's actual results and could cause the Company's actual
financial and operating performance to differ materially from that expressed in
any forward-looking statement. The following discussion and analysis should be
read in conjunction with the Financial Statements and notes appearing elsewhere
in this report.
Throughout 1996, CWC, LLC established affiliations with an additional
six chiropractic practices using a strategy where CWC, LLC forms a medical
entity and enters into a long term management agreement with the entity to
provide certain administrative and management services. CWC, LLC employs the
affiliated chiropractor and one or more medical doctors and subcontracts the
daily operations of the medical clinic to the chiropractors' management company.
At December 31, 1996, CWC, LLC had one owned and six affiliated medical clinics
in operation. (During January 1997, CWC, LLC revoked the contract of one
affiliated clinic.) It is management's intention not to establish any additional
affiliations within CWC, LLC.
In July 1996, Complete Wellness Centers, Inc. (the Company) affiliated
with a chiropractic practice and formed a medical clinic organized as a
professional corporation. The Company entered into a long-term agreement with
the professional corporation to provide administrative and management services.
Operations at this clinic started August 1996. Additionally, the Company entered
into 33 new affiliation contracts during 1996. None of the new affiliations were
in operation at December 31, 1996.
During the three months ended March 31, 1997 the Company entered into
44 additional affiliation contracts, bringing the total under contract to 84.
The Company also started operations in 16 medical clinics, bringing the total in
operation to 23.
Results from Operations
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
Revenue. During the three months ended March 31, 1997 and March 31, 1996 the
Company had total revenue of $962,241 and $34,049 respectively. The increase of
$928,192 was due primarily to the net addition of fifteen Integrated Medical
Centers after March 1996.
<PAGE> 8
Salary and Consulting Costs. During the three months ended March 31, 1997 and
March 31, 1996, the Company incurred salary and consulting costs of $416,528 and
$24,052, respectively. The increase of $392,476 was due to an increase in the
costs resulting from the hiring of additional employees in the administrative
capacity at the corporate headquarters, the medical capacity at the clinics and
commencement of normal salaries for certain executive officers who served
without salary until the third quarter of 1996
Management Fees. During the three months ended March 31, 1997 and March 31,
1996, the Company incurred management fees of $357,073 and $15,375,
respectively. These are fees that are paid to the affiliated chiropractors'
management companies for managing the day-to-day operations of the Integrated
Medical Centers. The increase of $341,698 was due primarily to the net addition
of fifteen Integrated Medical Centers after March 1996.
Rent. During the three months ended march 31, 1997 and March 31, 1996, the
Company incurred rent expense of $47,584 and $6,929, respectively. Rent consists
of amounts paid for office space and certain equipment by the Company at the
medical clinics. Rent for space and equipment for the medical clinics is paid
when the accounts receivable of the medical clinic are collected by the medical
clinic. The increase of $40,655 was due primarily to the net addition of fifteen
Integrated Medical Centers after March 1996.
Advertising and Marketing. During the three months ended March 31, 1997 and
March 31, 1996, the Company incurred advertising and marketing expenses of
$24,213 and $5,946, respectively. The increase of $18,267 was attributable
primarily to additional national advertising for marketing and recruitment
purposes.
Bad Debt Expense. During the three months ended March 31, 1997 and March 31,
1996, the Company incurred bad debt expense of $218,661 and $3007, respectively.
The Company has adopted a policy of fully reserving for any accounts receivable
that are not collected within 90 days. The increase of $215,654 was due to an
increase in reserves for doubtful accounts of $112,757 and an increase in
uncollectable accounts written off of $102,897.
General and Administrative. During the three months ended March 31, 1997 and
March 31, 1996, the Company incurred general and administrative expenses of
$364,176 and $42,096, respectively. The increase of $322,080 was due primarily
to the net addition of fifteen Integrated Medical Centers after March 1996 and
consists of an increases of (i) $39,145 in insurance costs, (ii) $15,229 in
legal costs, (iii) $46,188 in travel and entertainment costs and (iv) $221,518
in various costs such as automobile, telephone, postage and printing and
reproduction.
Depreciation and Amortization. During the three months ended March 31, 1997 and
March 31, 1996, the Company incurred depreciation and amortization expense of
$15,181 and $2,000, respectively. The increase of $13,181 resulted from the
addition of fixed assets, primarily computer equipment, which tend to have
depreciable lives of five years or less.
Net Interest Income (Expense). During the three months ended March 31, 1997 and
March 31, 1996, the Company had net interest expense of $19,826 and net interest
income of $361, respectively. The $20,187 increase in net interest expense was
attributable primarily to an increase of $20,681 in interest payable on notes
issued in connection with the bridge financing, amortization of a loan discount
of $2,000 and offset by an increase of $2,494 in interest income.
Liquidity and Capital Resources
The Company has experienced net losses, negative cash flow from
operations and an accumulated deficit each month since its inception. For the
three months ended March 31, 1997 and March 31, 1996 the Company had incurred a
net loss of $505,001 and $42,718 respectively. At March 31, 1997, the Company
had working capital of $2,932,714 and an accumulated deficit of $1,692,983. Net
cash used in operations for the three months ended March 31, 1997 and March 31,
1996 was $564,372 and $168,145, respectively. Negative
<PAGE> 9
cash flow for each period was attributable primarily to net losses in each of
the periods and increases in accounts receivable net of accounts payable and
other current liabilities. For the periods ended March 31, 1997 and March 31,
1996, the Company used $54,778 and $9,625, respectively, for purchases of
equipment.
On February 24, 1997, the Company successfully completed an initial
public offering of its equity securities. Net proceeds to the Company after
expenses of the Offering were $4,965,000. Of the net proceeds, the Company
repaid approximately $1,100,000 of principal and $24,000 of interest to secured
lenders who had participated in a bridge financing in July and August 1996.
Additionally, $121,000 of the proceeds was used to pay accrued salaries.
The Company intends to develop no fewer than 63 additional medical
clinics by December 31, 1997, including one in connection with a strategic
alliance. The average cost to the Company to develop a medical clinic is
approximately $20,000. The Company believes the average cost to the Company to
develop a medical center connected with a strategic alliance will be
approximately $150,000. The Company intends to finance its expansion strategy
with a portion of the net proceeds of the offering. Management believes that the
net proceeds of the IPO together with net cash from operations will be
sufficient to finance the Company's activities until February 1998.
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 1997 Complete Wellness Centers, Inc.
By /s/ E. Eugene Sharer
E. Eugene Sharer - President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,296,589
<SECURITIES> 0
<RECEIVABLES> 1,542,889
<ALLOWANCES> 781,412
<INVENTORY> 0
<CURRENT-ASSETS> 4,182,221
<PP&E> 314,498
<DEPRECIATION> 59,286
<TOTAL-ASSETS> 4,437,433
<CURRENT-LIABILITIES> 1,249,507
<BONDS> 25,000
0
0
<COMMON> 310
<OTHER-SE> 3,162,616
<TOTAL-LIABILITY-AND-EQUITY> 3,437,433
<SALES> 0
<TOTAL-REVENUES> 962,241
<CGS> 0
<TOTAL-COSTS> 1,443,416
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,826
<INCOME-PRETAX> (501,001)
<INCOME-TAX> 4,000
<INCOME-CONTINUING> (505,001)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (505,001)
<EPS-PRIMARY> (0.32)
<EPS-DILUTED> 0
</TABLE>
