COLORADO MEDTECH INC
10QSB, 1997-05-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>
                                       
                     U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________
    
Commission file number 0-12471

                                COLORADO MEDTECH, INC.
          (Exact name of small business issuer as specified in its charter)

              COLORADO                                      84-0731006
    (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                         Identification No.)

                     6175 LONGBOW DRIVE, BOULDER, COLORADO 80301
                       (Address of principal executive offices)

                                    (303) 530-2660
                             (Issuer's telephone number)
                                           
Check whether the issuer (1) has 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
   ----    ----

As of April 30, 1997, the Company had 7,094,999 shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (Check One):
Yes       No X
    ---     ---




                                     -1-

<PAGE>


                                COLORADO MEDTECH, INC.

                                     FORM 10-QSB


PART I FINANCIAL INFORMATION                                             Page
                                                                         ----
Item 1. Financial Statements:
    Consolidated Balance Sheet - 
         March 31, 1997                                                    3

    Consolidated Statements of Operations -
         Three and nine-months ended
         March 31, 1997 and 1996                                           5

    Consolidated Statements of Cash Flows - 
         For the nine months ended
         March 31, 1997 and 1996                                           6
           
    Notes to Consolidated Financial Statements                             7

Item 2. Management's Discussion and Analysis     
         of Financial Condition 
         and Results of Operations                                        10




                                     -2-

<PAGE>

                             PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                COLORADO MEDTECH, INC.

                              CONSOLIDATED BALANCE SHEET

                                 AS OF MARCH 31, 1997

                                     (UNAUDITED)

                                        ASSETS
                                                                          
CURRENT ASSETS:    
    Cash and cash equivalents                                  $ 1,235,839
    Short-term investments                                       4,822,020
    Accounts receivable, net                                     6,246,815
    Inventories, net                                             2,258,938
    Deferred income taxes and
     other assets                                                1,526,210
                                                               -----------
              Total current assets                              16,089,822
                                                               -----------
EQUIPMENT AND FURNITURE, net                                       548,094
                                                               -----------
GOODWILL, net                                                    1,644,942
                                                               -----------
LAND, DEFERRED INCOME TAXES
 AND OTHER ASSETS                                                  831,327
                                                               -----------
TOTAL ASSETS                                                   $19,114,185
                                                               -----------
                                                               -----------


                                           
          The accompanying notes are an integral part of this balance sheet.



                                      -3-

<PAGE>
                                       
                               COLORADO MEDTECH, INC.

                        CONSOLIDATED BALANCE SHEET (CONTINUED)

                                 AS OF MARCH 31, 1997

                                     (UNAUDITED)

                                           
                                   LIABILITIES AND
                                 SHAREHOLDERS' EQUITY
                                            
CURRENT LIABILITIES:    
    Accounts payable                                             $ 3,413,708
    Accrued salaries and wages                                     1,567,056
    Accrued product service costs                                    436,967
    Customer deposits                                              2,726,340
    Other accrued expenses                                         2,155,735
                                                                 -----------
              Total current liabilities                           10,299,806
                                                                 -----------
              
SHAREHOLDERS' EQUITY:
    Common stock                                                   4,361,189
    Retained earnings                                              4,453,190
                                                                 -----------
              Total shareholders' equity                           8,814,379
                                                                 -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $19,114,185
                                                                 -----------
                                                                 -----------


          The accompanying notes are an integral part of this balance sheet.




                                      -4-
<PAGE>

                                COLORADO MEDTECH, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (UNAUDITED)

<TABLE>
                                      Three Months Ended            Nine Months Ended
                                            March 31,                   March 31,
                                ---------------------------    --------------------------
                                    1997            1996           1997           1996
                                -----------     -----------    -----------    -----------
<S>                             <C>              <C>           <C>            <C>
SALES AND SERVICES              $ 8,483,157      $4,811,897    $19,548,531    $13,962,354
                                                
COST OF SALES AND SERVICES        5,636,423       3,056,605     12,870,136      9,034,547
                                -----------     -----------    -----------    -----------
GROSS PROFIT                      2,846,734       1,755,292      6,678,395      4,927,807
                                -----------     -----------    -----------    -----------
COSTS AND EXPENSES:                             
   Marketing and selling            346,872         267,283        859,299        747,514
   Operating, general and                       
    administrative                1,277,792         873,847      3,201,138      2,884,121
   Research and development         130,505          42,027        264,330         60,264
                                -----------     -----------    -----------    -----------
        Total operating expenses  1,755,169       1,183,157      4,324,767      3,691,899
                                -----------     -----------    -----------    -----------
EARNINGS FROM OPERATIONS          1,091,565         572,135      2,353,628      1,235,908
                                                
OTHER INCOME, net                    70,892          21,344        181,897        307,809
                                -----------     -----------    -----------    -----------
EARNINGS BEFORE INCOME TAXES      1,162,457         593,479      2,535,525      1,543,717
   Provision for income taxes       490,746         217,000        918,746        523,000
                                -----------     -----------    -----------    -----------
NET INCOME                      $   671,711      $  376,479    $ 1,616,779    $ 1,020,717
                                -----------     -----------    -----------    -----------
                                -----------     -----------    -----------    -----------
NET INCOME PER COMMON                           
 AND COMMON EQUIVALENT                          
 SHARE:                                         
     Primary                    $       .06      $      .05    $       .16  $         .14
                                -----------     -----------    -----------    -----------
                                -----------     -----------    -----------    -----------
     Fully Diluted              $       .06      $      .05    $       .16  $         .13
                                -----------     -----------    -----------    -----------
                                -----------     -----------    -----------    -----------
                                                
WEIGHTED AVERAGE COMMON                         
 AND COMMON EQUIVALENT                          
 SHARES OUTSTANDING:                            
     Primary                     11,381,948       8,139,051     11,169,143      7,469,671
                                -----------     -----------    -----------    -----------
                                -----------     -----------    -----------    -----------
     Fully Diluted               11,381,948       8,202,709     11,169,143      8,132,332
                                -----------     -----------    -----------    -----------
                                -----------     -----------    -----------    -----------
</TABLE>

           The accompanying notes are an integral part of these statements.

                                       -5-
<PAGE>
                                           
                                COLORADO MEDTECH, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                  FOR THE NINE  MONTHS ENDED MARCH 31, 1997 AND 1996

                                     (UNAUDITED)

                                                       1997          1996
                                                   -----------   -----------
OPERATING ACTIVITIES:
    Net income                                     $ 1,616,779   $ 1,020,717
    Adjustment to reconcile net  income
     to net cash flows from operating actvities-
        Deferred tax benefit                           (80,000)           -- 
        Depreciation and amortization                  311,983       308,925
        Gain on sale of product line                        --      (121,986)
        Change in assets and liabilities-
            Accounts receivable, net                (2,227,846)     (716,029)
            Inventories, net                          (447,709)     (601,662)
            Prepaid and other assets                  (135,834)       17,781
            Accounts payable and accrued expenses    2,354,724       (19,914)
            Customer deposits                           76,033       378,371
                                                   -----------   -----------
            Net cash flows from operating 
             activities                              1,468,130       266,203
                                                   -----------   -----------
INVESTING ACTIVITIES:
    Cash paid for purchase of Novel, net            (1,126,363)           --
    Decrease (increase) in short-term investments, 
     net                                               586,242    (1,751,648)
    Proceeds from sale of product line                      --       250,000
    Capital expenditures                              (407,867)      (96,596)
                                                   -----------   -----------
        Net cash flows from investing activities      (947,988)   (1,598,244)
                                                   -----------   -----------
FINANCING ACTIVITIES:
    Issuance of common stock                           239,932            --
    Purchase of common stock                          (138,884)           --
                                                   -----------   -----------
        Net cash flows from financing activities       101,048            --
                                                   -----------   -----------
Net change in cash and cash equivalents                621,190    (1,332,041)
Cash and cash equivalents, beginning                   614,649     2,144,384
                                                   -----------   -----------
Cash and cash equivalents, ending                  $ 1,235,839   $   812,343
                                                   -----------   -----------
                                                   -----------   -----------

           The accompanying notes are an integral part of these statements.

                                      -6-

<PAGE>

                                COLORADO MEDTECH, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 THREE AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996

                                     (UNAUDITED)
                                           
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The financial information is unaudited and should be read in conjunction with 
the consolidated financial statements filed with Form 10-KSB on September 27, 
1996.  The accounting policies utilized in the preparation of the financial 
information herein presented are the same as set forth in the Company's 
annual consolidated financial statements filed with the Form  10-KSB, except 
as modified for interim accounting policies which are within the guidelines 
set forth in Accounting Principles Board Opinion No. 28.  Certain amounts 
have been reclassified in the prior year financial statements to be 
consistent with the current year presentation.

In the opinion of management, the accompanying unaudited consolidated 
financial statements contain all adjustments necessary to present fairly the 
Company's financial position as of March 31, 1997, the results of its 
operations for the three and nine-month periods ended March 31, 1997 and 1996 
and its cash flows for the nine-month periods ended March 31, 1997 and 1996.  
All of the adjustments were of a normal and recurring nature.

The following sets forth the supplemental disclosures of cash flow 
information for the nine-month periods ended March 31, 1997 and 1996, 
respectively:
    
                                              1997            1996    
                                              ----            ----
    Cash paid for interest                  $ 28,970        $ 48,349
    Cash paid for income taxes              $845,000        $605,000

NOTE 2 - DEBT

On October 30, 1996, the Company renewed a financing arrangement with a bank 
that provides for a $4 million revolving line of credit at the lender's prime 
rate through October 30, 1997.  This credit facility is secured by all 
accounts, general intangibles, inventory and equipment.  The agreement 
contains various restrictive covenants which include, among others, 
maintenance of certain financial ratios, maintenance of a minimum tangible 
net worth and limitations on annual investments, dividends and capital 
expenditures.  No amounts had been advanced under the credit facility as of 
April 30, 1997.

NOTE 3 - EARNINGS PER SHARE

Earnings per share are computed on the basis of the weighted average shares
outstanding during each period and dilutive common equivalent shares for stock
options and warrants.  Primary and fully diluted earnings per share for the
three and nine-month periods ended March 31, 1997 and 1996 are computed under
the treasury stock method. For the three and nine-month periods ended March 31,
1997, net income is increased by approximately $62,000 and $170,000,
respectively, (for both primary and fully diluted earnings per share) of
interest income, 


                                      -7-
<PAGE>


net of income taxes, from the investment of proceeds from assumed exercise of 
options/warrants in excess of proceeds used to repurchase outstanding shares.

NOTE 4 - STOCK AND STOCK OPTIONS

During the quarter ended March 31, 1997, the Company issued 70,000 shares of 
the Company's common stock and granted 294,211 non-qualified stock options to 
employees and consultants in connection with the purchase of Novel (see note 
5). In February 1997, the Company granted 100,000 incentive stock options to 
an officer of Novel.  The options to purchase the Company's common stock were 
granted at an exercise price ranging from $2.97 to $3.02 per share, which was 
the fair market value of the Company's common stock on the dates of the 
grants. The options are exercisable for five years from the date of grant.

During the quarter ended December 31, 1996, the Company granted 271,700 
incentive stock options to certain employees, including two officers of the 
Company.  The options to purchase the Company's  common stock were granted at 
an exercise price of $3.03 per share, which was the fair market value of the 
Company's common stock on the date of the grant.  The options are exercisable 
for five years from the date of grant.

The Company had 104,129 stock options exercised by certain employees, 
including an officer of the Company, during the quarter ended March 31, 1997. 
During the nine-months ended March 31, 1997, the Company had 206,911 stock 
options exercised by certain employees, including two officers of the 
Company.  The stock options were exercised at a price per share ranging from 
$.94 to $2.38. The exercise of the stock options for common stock increased 
the equity of the Company by $104,586 and $239,932 for the three and 
nine-months ended March 31, 1997.

During the quarter ended March 31, 1997, the Company purchased 46,300 shares 
of common stock which decreased the Company's equity by $138,884.

NOTE 5 - ACQUISITION OF NOVEL BIOMEDICAL, INC. ("NOVEL")

In February 1997, the Company completed the acquisition of Novel, located in 
Minnesota, which specializes in the custom design, development, and 
manufacture of unique disposable medical devices, primarily catheters, used 
in angioplasty, minimally invasive surgery, electrophysiology, and 
infertility.

The Company acquired Novel for $1,899,196, which included cash, the issuance 
of 70,000 shares of common stock, and the grant of 294,211 non-qualified 
stock options.  The purchase price, less the net assets acquired, resulted in 
goodwill of $1,661,557 that will be amortized over a 25 year period.  The 
accompanying consolidated financial statements include the operating results 
of Novel since January 3, 1997, the effective date of the acquisition.  The 
total purchase price and net cash used for the acquisition of Novel are as 
follows:


                                     -8-
<PAGE>


    Acquisition of Novel Biomedical, Inc.:

              Assets acquired:
                   Cash                                $    226,345
                   Accounts receivable                      461,273
                   Inventories                              108,592
                   Equipment and furniture                   59,890
                   Other assets                             584,131
                   Goodwill                               1,661,557
              Liabilities assumed                        (1,202,592)
                                                        -----------
         Total purchase price                             1,899,196

              Less:
                   Stock and options issued                (546,488)
                   Cash acquired                           (226,345)
                                                        -----------
         Cash paid for purchase of Novel, net           $ 1,126,363
                                                        -----------
                                                        -----------


The following unaudited pro forma results of operations of the Company for the
nine-months ended March 31, 1997 and 1996 assumes that the acquisition of Novel
had occurred on July 1, 1996 and 1995.  These pro forma results are not
necessarily indicative of the actual results of operations that would have been
achieved nor are they necessarily indicative of future results of operations.

                                                                                
                                               Nine Months Ended March 31,
                                               ---------------------------
                                                 1997                1996
                                                 ----                ----

    Revenues                                 $20,963,534         $15,000,698
    Net Income                               $ 1,833,528         $   951,724
    Net Income Per Share (Fully Diluted)     $       .17         $       .12

                                     -9-


<PAGE>


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

As an aid to understanding the Company's operating results, the following table
indicates the percentage relationships of income and expense items to total
revenue for the line items included in the Consolidated Statements of Operations
for the three and nine-month periods ended March 31, 1997 and 1996, and the
percentage change in those items for the three and nine-month periods ended
March 31, 1997, from the comparable periods in 1996.

<TABLE>


                                                                                    Percentage Change From                
   As a Percentage of Total Revenues                                              Prior Year's Comparable Period        
- ------------------------------------------                             --------------------------------------------------
Three-Month Period       Nine-Month Period                              Three-Month Period            Nine-Month Period
 Ended March 31,          Ended March 31,                                Ended March 31,               Ended March 31,
- ------------------       -----------------                             -------------------           ------------------
 1997        1996        1997      1996          LINE ITEMS                      1997                        1997         
 ----        ----        ----      ----          ----------                      ----                        ----
   %           %           %         %                                            %                           %      

<S>          <C>        <C>        <C>     <C>                                <C>                        <C>
 100.0       100.0      100.0      100.0       Sales and Service                 76.3                       40.0
  66.4        63.5       65.8       64.7   Cost of Sales and Services            84.4                       42.5
 -----       ----       ----       ----                                         -----                      -----
  33.6        36.5       34.2       35.3          Gross Profit                   62.2                       35.5
 -----       ----       ----       ----                                         -----                      -----
   4.1         5.5        4.4        5.3      Marketing and Selling              29.8                       15.0
  15.1        18.2       16.4       20.7    Operating, Gen'l and Admin           46.2                       11.0
   1.5          .9        1.3         .4      Research and Development          210.5                      338.6
 -----       ----       ----       ----                                         -----                      -----
  20.7        24.6       22.1       26.4       Total Operating Expenses          48.3                       17.1
 -----       ----       ----       ----                                         -----                      -----
  12.9        11.9       12.1        8.9       Earnings from Operations          90.8                       90.4
    .8          .4         .9        2.2         Other Income, Net              232.2                      (40.9)
 -----       ----       ----       ----                                         -----                      -----
  13.7        12.3       13.0       11.1      Earnings Before Income Taxes       95.9                       64.2
   5.8         4.5        4.7        3.8       Provision for Income Taxes       126.2                       75.7
 -----       ----       ----       ----                                         -----                      -----
   7.9         7.8        8.3        7.3                Net Income               78.4                       58.4
 -----       ----       ----       ----                                         -----                      -----
 -----       ----       ----       ----                                         -----                      -----

</TABLE>






                                      -10-

<PAGE>

RESULTS OF OPERATIONS

The Company reported net income of $671,711 and $1,616,779 for the three and 
nine-month periods ended March 31, 1997, as compared to $376,479 and 
$1,020,717 for the same periods in the prior year.  Earnings per share for 
the three and nine-months ended March 31, 1997 were $.06 and $.16 calculated 
on 11,381,948 and 11,169,143 fully diluted weighted average common shares and 
equivalent shares outstanding compared to $.05 and $.13 for the same periods 
in the prior year calculated on 8,202,709 and 8,132,332 fully diluted 
weighted average common shares and equivalent shares outstanding.

Revenues increased to $8,483,157, or by 76%, and to $19,548,531, or by 40%, 
for the three and nine-month periods ended March 31, 1997, as compared to the 
same periods in the prior year.  The increase in revenues is attributable to 
the growth of the Company's base business and the acquisition of Novel 
Biomedical, Inc. ("Novel").  The growth of the base business is primarily 
represented by the custom development and manufacturing operations of RELA, 
Inc. and reflects an increase in the number and size of projects. The 
acquisition of Novel contributed approximately $600,000 in revenue during the 
quarter ended March 31, 1997.

Gross margins decreased to 34% and 34% from 36% and 35% for the three and 
nine-month periods ended March 31, 1997, respectively, compared to the same 
periods in 1996. The decrease in the Company's margins is a result of the 
shifting composition of the Company's revenues between service and products, 
and increased project expenses associated with design and development 
services.

Marketing and selling expenses increased 30% and 15% for the three and 
nine-month periods ended March 31, 1997, as compared to the same periods in 
the prior year.  The increase is attributable to increased sales and the 
addition of Novel.  Marketing and selling expenses as a percentage of total 
revenues were approximately 4% for the three and nine-month periods ended 
March 31, 1997, compared to approximately 5% for the same periods in the 
prior year.

Operating, general and administrative expenses increased 46% and 11% for the 
three and nine-month periods ended March 31, 1997, respectively, as compared 
to the same periods in the prior year.  The increase is attributable to the 
overall growth of the business and the addition of Novel.  As a percentage of 
revenues, operating, general and administrative expenses were 15% and 16% of 
revenues for the three and nine-month periods ended March 31, 1997, as 
compared to 18% and 21% for the same periods in the prior year.

Research and development expenses increased by $88,478 (211%) and $204,066 
(389%) for the three and nine-month periods ended March 31, 1997.  The 
increase is a result of the Company's greater emphasis on developing 
proprietary products.  Consistent with the Company's operating plans, the 
Company continues to pursue the acquisition or development of new or improved 
technology or products.  Should the Company identify any such opportunities, 
the amount of future research and development expenditures may increase.

Other income increased to $70,892 and decreased to $181,897, respectively, 
for the three and nine-month periods ended March 31, 1997.  Included in other 
income for the nine months ended March 31, 1996 is a gain of approximately 
$122,000 from the sale of the cardiopulmonary product lines.

                                     -11-
<PAGE>

The provision for income taxes is 42% and 36% of earnings before income taxes 
for the three and nine-month periods ended March 31, 1997, compared to 37% 
and 34% for the same periods in the prior year.  The Company's provision for 
income taxes as a percentage of earnings before income taxes is less than the 
ordinary combined Federal and state tax rate of approximately 38% for the 
nine-months ended March 31, 1997 and 1996, due to the fact that the Company 
reduced the valuation allowance on the deferred tax assets for the 
utilization of net operating losses in the three-month periods ended 
September 30, 1996 and 1995.

FINANCIAL CONDITION -- LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity have consisted of cash flow from 
operations and cash deposits received from customers related to contracts. 
Historically, the Company has also utilized  proceeds from debt borrowings 
and the cash proceeds from private placements of common stock to supplement 
its cash resources.

The Company renewed its bank financing arrangement during October 1996 that 
provides for a $4 million revolving line of credit at the bank's prime 
lending rate.  This credit facility, which matures October 30, 1997, is 
secured by all accounts, general intangibles, inventory and equipment of the 
Company.  The agreement contains various restrictive covenants which include, 
among others, maintenance of certain financial ratios, maintenance of a 
minimum tangible net worth and limitations on annual investments, dividends 
and capital expenditures. No amounts had been advanced under this credit 
facility as of April 30, 1997.

The ratio of current assets to current liabilities was 1.6 to 1 at March 31, 
1997, compared to 1.8 to 1 at June 30, 1996.  The decrease in the current 
ratio is due to the acquisition of Novel that was primarily a cash 
transaction. The Company's working capital increased approximately $357,000 
since June 30, 1996. The average number of days outstanding of the Company's 
accounts receivable at March 31, 1997 was approximately 68 days, compared to 
63 days at June 30, 1996. The Company has granted extended payment terms to 
certain customers which increased the average number of days outstanding of 
the Company's accounts receivable by 12 days for the nine-month period ended 
March 31, 1997.

Cash provided by operations during the nine-month period ended March 31, 1997 
was $1,468,000 and increased approximately $1,202,000 compared to the same 
period in 1996 as a result of improved profitability and an increase in 
accounts payable and accrued expenses.

During the nine-month period ended March 31, 1997, the Company acquired 
approximately $408,000 of property and equipment consisting principally of 
computer equipment.  The Company has no present material commitments for 
capital expenditures.

FORWARD -- LOOKING STATEMENTS

Statements contained herein which are not historical facts are 
forward-looking statements that are subject to risks and uncertainties that 
could cause actual results to differ materially from those set forth in or 
implied by such forward-looking statements.

                                      -12-
<PAGE>


                                   SIGNATURES

   In accordance with 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.

                                          COLORADO MEDTECH, INC.
                                          -------------------------------
                                          (Registrant)


DATE: May 12, 1997

                                          /s/ JOHN V. ATANASOFF II
                                          -------------------------------
                                          John V. Atanasoff II
                                          Chief Executive Officer


DATE: May 12, 1997

                                          /s/ BRUCE L. ARFMANN
                                          -------------------------------
                                          Bruce L. Arfmann
                                          Chief Financial Officer





                                      -13-

<PAGE>


                                           
INDEX TO EXHIBITS

Exhibit                                                              Sequential
Number   Description                                                  Page No.
- ------   -----------                                                  --------

11.1     Computation of Primary and Fully Diluted Earnings Per Share     15
         for the Three and Nine-Month Periods Ended March 31, 1997

27       Financial Data Schedule for the Nine-Month Period               16
         Ended March 31, 1997












                                     -14-


<PAGE>


                                                                   Exhibit 11.1

                             COLORADO MEDTECH, INC.
                                       
    Statement Re: Computation of Primary and Fully Diluted Earnings Per Share
              for the Three and Nine-Month Periods Ended March 31, 1997



<TABLE>                                           
                                           
                                                            Three-Months Ended                    Nine-Months Ended
                                                               March 31, 1997                       March 31, 1997
                                                        --------------------------          -----------------------------
                                                                           Fully                                  Fully
                                                         Primary          Diluted             Primary            Diluted
                                                        ----------       ----------          ----------       ----------- 

<S>                                                   <C>               <C>                 <C>               <C>

Net income                                             $   671,711       $  671,711         $ 1,616,779       $ 1,616,779

Interest income from investment
of proceeds from  assumed exercise
of options/warrants in excess of 
proceeds used to repurchase outstanding
shares (see below), net of income taxes
(investment assumed to be made in
U.S. government securities)                                61,605            61,328          170,032              169,613
                                                        ----------       ----------          ----------       ----------- 
                                           
Adjusted net income                                     $  733,316       $  733,039         $ 1,786,811       $ 1,786,392
                                          
Weighted average common
shares outstanding                                       7,040,248        7,040,248           6,949,898         6,949,898
                                           
Plus - common stock equivalents                          5,749,750        5,749,750           5,609,225         5,609,225

Less - use of proceeds from assumed
exercise of  options/warrants to 
repurchase outstanding  shares at the
yearend market price not to exceed
20% of the outstanding shares                           (1,408,050)      (1,408,050)         (1,389,980)       (1,389,980)

Adjusted weighted common shares
outstanding                                             11,381,948       11,381,948          11,169,143        11,169,143

Fully diluted net income per share                            $.06             $.06                $.16              $.16
                                                        ----------       ----------          ----------        ---------- 
</TABLE>




                                      -15-



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                       1,235,839
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