SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended January 31, 1995 Commission File No. 0-18472
HEALTH MANAGEMENT, INC.
(Formerly Homecare Management, Inc.)
(Exact name of registrant as specified in charter)
Delaware 75-2096632
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
4250 Veterans Memorial Highway, Suite 400 West, Holbrook, New York 11741
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 981-0034
Homecare Management, Inc.
(Former name, former address and former fiscal year, if changed since last
report)
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 X NO
As of March 7, 1995, there were outstanding 9,265,130 shares of common stock,
$.03 par value per share.
HEALTH MANAGEMENT, INC.
January 31, 1995
TABLE OF CONTENTS
Page No.
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of
Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed consolidated financial statements of Health Management,
Inc. (the "Company") begin on the page following Item 2 of this Part
I.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
Preliminary Statement
All statements contained herein that are not historical facts, including, but
not limited to, statements regarding the Company's current business strategy,
the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance the Company's business plans on
terms satisfactory to the Company; competitive factors; the ability of the
Company to adequately defend or reach a settlement of outstanding litigations
and investigations involving the Company or it management; changes in labor,
equipment and capital costs; changes in regulations affecting the Company's
business; future acquisitions or strategic partnerships; general business and
economic conditions; and other factors described from time to time in the
Company's reports filed with the Securities and Exchange Commission. The Company
wishes to caution readers not to place undue reliance on any such forward-
looking statements, which statements are made pursuant to the Private Litigation
Reform Act of 1995 and, as such, speak only as of the date made.
The financial information for the three months ended January 31, 1995 and for
the nine months ended January 31, 1995 has been restated. (See accompanying
Note 7 to the Condensed Consolidated Financial Statements.)
Three months ended January 31, 1995 vs. January 31, 1994
The Company's revenues were $21,981,823 for the quarter ended January 31, 1995,
an increase of $11,161,336 or 103.2% over revenues of $10,820,487 for the
three months ended January 31, 1994. This increase was attributable principally
to the increase in revenues generated by the acquisitions of the Company which
expanded the Lifecare Program into other chronic disease therapies, to continued
growth in the Company's organ transplant aftercare business, and an increase in
revenues from the sale of infertility products.
Gross profit margins were 31.0% for the quarter ended January 31, 1995, as
compared to 35.0% for the quarter ended January 31, 1994. The decrease in gross
profit margin was primarily attributable to increases in Clozaril and Betaseron
revenues, which presently yield lower margins than have been historically
achieved by the Company from other disease management programs, reductions in
the fixed fee reimbursement rates from certain state Medicaid programs and a
increase in the number of transplant patients receiving immunosuppressant drug
benefits from Medicare due to the extension of Medicare coverage beyond the
historical one year post-transplant period.
Operating expenses as a percentage of revenues increased to 21.1% for the
quarter ended January 31, 1995, compared to 20.1% for the quarter ended
January 31, 1994.
Net income was $1,455,119 for the quarter ended January 31, 1995, compared to
$1,062,699 the quarter ended January 31, 1994, an increase of $392,420 or
36.9%. The increase in net income was primarily attributable to the
increases in Lifecare revenues, increased revenues derived from the
Company's acquisitions offset by an increase in the allowance for doubtful
accounts, and certain economies of scale achieved in consolidating these
recent acquisitions.
Primary earnings and fully diluted earnings per common share for the quarter
ended January 31, 1995 were $.15 compared to $.13 for the quarter ended
January 31, 1994.
Nine months ended January 31, 1995 vs. January 31, 1994
The Company's revenues were $60,082,452 for the nine months ended January 31,
1995, an increase of $29,556,700 or 96.8% over revenues of $30,525,752 for the
nine months ended January 31, 1994. This increase was attributable principally
to the increase in revenues generated by the recent acquisitions of the Company
which expanded the Lifecare Program into other chronic disease therapies to
continued growth in the Company's organ transplant aftercare business, and an
increase in revenues from the sale of infertility products.
Gross profit margins were 29.8% for the quarter ended January 31, 1995, as
compared to 34.7% for the nine months ended January 31, 1994. The decrease in
gross profit margin was primarily attributable to increases in Clozaril and
Betaseron revenues, which presently yields lower margins than have been
historically achieved by the Company from other disease management programs,
reductions in the fixed fee reimbursement rates from certain state Medicaid
programs, and a increase in the number of transplant patients receiving
immunosuppressant drug benefits from Medicare due to the extension of Medicare
coverage beyond the historical one year post-transplant period.
Operating expenses as a percentage of revenues increased to 22.6% for the nine
months ended January 31, 1995, compared to 20% for the nine months ended
January 31, 1994. This increase is attributable to an increased provision for
the allowance for doubtful accounts of approximately $2.7 million.
Net income was $2,802,906 for the nine months ended January 31, 1995, compared
to $2,744,746 the nine months ended January 31, 1994, an increase of $58,160 or
2.1%.
Primary earnings and fully diluted earnings per common share for the nine months
ended January 31, 1995 were $.30 compared to $.40 and $.38, respectively for the
nine months ended January 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
The decrease in the Company's cash and cash equivalents of $6,443,591 to
$7,051,889 at January 31, 1995 was attributable to cash used in operating
activities and financing activities offset by net cash provided by investing.
The Company's continued growth resulted in utilization of cash for operating
activities. Increases in net income, accounts payable and non-cash adjustments
were offset by increases in accounts receivable, inventory and the payment of
corporate income taxes.
Working capital at January 31, 1995 was $33,597,706, an increase of $1,264,513
from April 30, 1994. The primary factors were increases in accounts receivable
net of the allowance for doubtful accounts of $5,062,033, and inventories of
$1,660,678, offset by increases in accounts payable of $447,897, an obligation
due the sellers of $1,812,500 and the payments of net corporate income taxes of
$2,228,558.
The Company presently has a line of credit with a bank in the amount of
$5,000,000, collateralized by a security interest on the Company's assets.
The line of credit provides for interest at the bank's prime rate plus .5%. At
January 31, 1995, the Company did not have an outstanding balance under this
line of credit.
The Company's cash flow depends on its receipt of payments for its products and
services and upon reimbursement from private third-party payors, from federal
programs such as Medicare and from various state Medicaid programs. The Company
is paid for products and services it sells directly to individual customers of
its pharmacies, to customers covered by third-party prescription plans and most
Medicaid patients either at the time of purchase or within 30 days of invoice to
such payors. Medicare and private third-party insurers generally pay the
Company 60 to 90 days after invoicing. Hospitals and clinics to whom the
Company sells its products on a wholesale basis generally pay approximately 90
days after invoicing. The days sales outstanding of the Company's accounts
decreased from 151 days at January 31, 1994, to 117 days at January 31, 1995.
In August, 1994 the Company signed a purchase agreement with Bioject, Inc.,
granting the Company exclusive rights to distribute a needleless injection
device for use in the home healthcare market. In return, the Company entered
into a minimum purchase commitment requiring the purchase of 8,000 units over a
two year period. In accordance with the agreement, the Company issued a standby
letter of credit in the amount of $750,000, expiring September, 1995. Other
than this commitment there are no material commitments regarding capital
expenditures.
Subsequent to January 31, 1995 the Company has entered into a definitive
agreement to acquire the Clozaril Patient Management Business from Caremark,
Inc. for approximately $34 million. (See Note 6.)
The Company has funded the growth of its operations and its working capital
needs primarily through a public offering, earnings and to a lesser extent,
periodic borrowings under a revolving bank line of credit.
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
Index to Condensed Consolidated Financial Statements
Page No.
Balance Sheets as of January 31, 1995 (Unaudited)
and April 30, 1994 (Audited)
Statements of Income for the Three and Nine Months Ended
January 31, 1995 and January 31, 1994 (Unaudited)
Statements of Cash Flows for the Nine Months Ended January 31, 1995
and January 31, 1994 (Unaudited)
Statement of Changes in Stockholders' Equity for the Nine Months
Ended January 31, 1995 (Unaudited)
Notes to Financial Statements
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<CAPTION>
January 31, 1995 April 30, 1994
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,051,889 $13,495,480
Accounts Receivable, less allowance for
doubtful accounts 27,703,483 22,257,279
Inventories 4,455,233 2,341,488
Other receivables -0- 1,444,426
Deferred Taxes 2,169,000 937,000
Tax Refund Receivable 1,439,968 -
Prepaid Expenses and Other 578,656 71,811
Total Current Assets 43,398,229 40,547,484
IMPROVEMENTS and EQUIPMENT, less
accumulated depreciation and
amortization 1,925,360 1,456,557
EXCESS OF PURCHASE PRICE OVER
NET ASSETS ACQUIRED 12,775,199 9,999,317
OTHER 494,007 414,746
$ 58,592,795 $ 52,418,104
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONCLUDED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
January 31, 1995 April 30, 1994
(Unaudited) (Audited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 5,844,834 $ 5,237,210
Accrued Salaries and Bonuses 506,399 356,678
Accrued Expenses 1,487,206 713,397
Income Taxes Payable - 1,759,590
Payable to Seller of Maryland 1,812,500 -
Current Maturities of Long Term Debt 149,584 147,416
TOTAL CURRENT LIABILITIES 9,800,523 8,214,291
LONG TERM DEBT, Less Current Maturities 80,919 108,311
TOTAL LIABILITIES 9,881,442 8,322,602
COMMITMENTS
STOCKHOLDERS' EQUITY:
Preferred Stock - $.01 par value:
shares authorized - 1,000,000:
issued and outstanding
Common Stock - $.03 par value:
shares authorized - 20,000,000:
issued and outstanding - 9,264,188
and 9,104,431 277,926 273,133
Additional Paid-In Capital 37,718,638 35,953,281
Retained Earnings 10,729,059 7,926,153
Unearned Restricted Stock Compensation (14,270) (57,065)
TOTAL STOCKHOLDERS' EQUITY 48,711,353 44,095,502
$ 58,592,795 $ 52,418,104
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenue $ 21,981,823$ 10,820,487 $ 60,082,452 $ 30,525,752
Cost of Sales 15,168,383 7,030,867 42,180,785 19,945,722
Gross Profits 6,813,440 3,789,620 17,901,667 10,580,030
Operating Expense:
Selling 693,309 469,256 2,019,420 1,260,913
General & Administrative 3,940,568 1,700,979 11,529,555 4,849,738
Total Operating Expenses 4,633,877 2,170,235 13,548,975 6,110,651
Income From Operations 2,179,563 1,619,385 4,352,692 4,469,379
Interest Expense (Income) (68,556) (147,579) (247,314) (108,367)
Income Before Taxes on
Income 2,248,119 1,766,964 4,600,006 4,577,746
Taxes on Income 793,000 704,265 1,797,100 1,833,000
Net Income $ 1,455,119 $ 1,062,699 $ 2,802,906 $ 2,744,746
Earnings Per Common Share
Primary $ .15 $ .13 $ .30 $ .40
Fully Diluted $ .15 $ .13 $ .30 $ .38
Weighted Average Shares
Outstanding
Primary 9,426,133 8,175,753 9,399,984 6,873,378
Fully Diluted 9,426,133 8,368,544 9,413,767 7,153,784
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED JANUARY 31
(Unaudited)
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 2,802,906 $ 2,744,746
Adjustments to reconcile net
income to net cash used
in operating activities
Depreciation & Amortization 531,398 254,745
Provision for Doubtful Accounts 4,424,700 1,181,000
Deferred Taxes (1,232,000) (460,000)
Compensation Under Restricted Stock 42,795 42,795
Loss from Disposition of Rental Equipment 287,287 -
Increase (decrease) in cash flows
from changes in operating assets
and liabilities, net of acquisition of
retail pharmacy in Baltimore
Accounts receivable (9,486,733) (8,233,879)
Inventory (1,660,678) (273,287)
Prepaid Expenses and Other (489,977) (127,585)
Other Assets (149,299) 123,303
Accounts Payable 447,897 908,776
Accrued Salaries and Bonus 149,721 83,651
Accrued Expenses 773,809 29,304
Income Tax Payable, Net of Tax
Refund Receivable (3,199,558) (432,635)
Net cash used in operating
activities (6,757,732) (4,159,066)
Cash flows from investing activities:
Capital Expenditures (1,115,325) (527,801)
Cash used in acquisition of PMA (187,500) -
Proceeds from closing adjustments of
the Murray Group 1,444,426 -
Proceeds from Sale of Rental Equipment 214,598 -
Net Cash provided by (used in)
Investing activities 356,199 (527,801)
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (CONCLUDED)
FOR THE NINE MONTHS ENDED JANUARY 31
(Unaudited)
1995 1994
<S> <C> <C>
Cash flows from financing activities:
Repayment of bank borrowing - (200,000)
Principal payments on long-term debt (209,458) (32,647)
Proceeds from issuance of common stock - 21,979,749
Proceeds from exercise of stock options and warrants 167,400 12,496
Additional borrowing - 9,898
Net cash provided by (used in)
financing activities (42,058) 21,769,496
Net increase (decrease)in cash and cash equivalents (6,443,591) 17,082,629
Cash and cash equivalents, at beginning of period 13,495,480 3,542,974
Cash, at end of period $ 7,051,889 $20,625,603
Supplemental disclosures of cash flow information:
Cash Paid for Interest $ 70,284 $ 104,835
Cash Paid for Taxes $ 6,623,158 $ 2,767,533
Supplemental disclosure of non-cash investing activities:
On May 14, 1994 the Company issued 20,000 shares of non-registered common stock
in connection with the PMA acquisition.
On January 1, 1995 the Company acquired substantially all the net assets of two
retail pharmacies in Baltimore, Maryland, for total consideration of $3,171,875,
comprised of $1,812,500 in cash (which was paid during February 1995) and
108,757 shares of non-registered common stock.
See Notes to Condensed Consolidated Financial Statements
</TABLE>
<TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY FOR THE NINE MONTHS ENDED JANUARY 31, 1995
(Unaudited)
<CAPTION>
Unearned
Common Stock Capital Restricted
$.03 Par Value Excess of Retained Stock
Shares Amount Par Value Earnings Compensation
<S> <C> <C> <C> <C> <C>
Balance, May 1, 1994 9,104,431 $273,133 $35,953,281 $7,926,153 $(57,065)
Common stock issued upon
exercise of
underwriter's warrants 31,000 930 166,470
Common stock issued upon
acquisition of PMA 20,000 600 242,775
acquisition of HMI
Maryland 108,757 3,263 1,356,112
Compensation under
restricted stock 42,795
Net Income for the Nine
Months Ended
January 31, 1995
2,802,906
Balance, January 31, 1995 9,264,188 $277,926 $37,718,638$10,729,059 $(14,270)
See Notes to Condensed Consolidated Financial Statements
</TABLE>
HEALTH MANAGEMENT, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
The condensed consolidated financial statements include Health Management, Inc.,
formerly known as Homecare Management, Inc., a Delaware corporation, and its
wholly-owned subsidiaries.
The condensed consolidated financial statements included herein are unaudited
and include all adjustments which are, in the opinion of Management, necessary
for a fair presentation of the results of operations of the interim period
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended April 30, 1994. The results of
operations for the interim periods are not necessarily indicative of the
operating results for the whole year.
Note 2: Acquisitions
On January 1, 1995 the Company acquired substantially all of the business of two
retail pharmacies in Baltimore, Maryland (the "Baltimore Group"), for total
consideration of $3,171,875, comprised of $1,812,500 in cash and of 108,759
shares of non-registered common stock of the Company, discounted at 25% and
valued at $1,359,375. The cash portion of the consideration was not paid until
February 1995.
In connection with the acquisition of the Baltimore Group, the Company entered
into employment agreements with the two shareholders of the Baltimore Group.
The acquisition of the Baltimore Group has been accounted for by the purchase
method of accounting. The purchase price has been allocated to the assets
acquired based on the estimated fair values of each asset. The purchased assets
consist primarily of accounts receivable and inventory. The excess of purchase
price over fair values of the assets was approximately $2,454,000 and is being
amortized over thirty years, the estimated life of this asset.
On June 16, 1994, the Company acquired certain assets of Pharmaceutical
Marketing Alliance, Inc. ("PMA") for a total purchase price of $598,375 which is
comprised of $355,000 in cash and cash equivalents in installments ending one
year of the closing and 20,000 shares of common stock.
Note 3: Capital Transactions
In December 1994 stock options for 57,500 shares at an exercise price of $16.25
per share, the market price on the date of grant, which will vest proportionally
over five-year period, were granted to three employees.
In May 1994 stock options for 60,000 shares at an exercise price of $14.50 per
share, the market price on the date of grant, which will vest proportionally
over five-year period, were granted to one employee.
On November 18, 1993, the Company completed a secondary public offering of
2,000,000 shares of stock at $12.00 per share. Proceeds from this offering, net
of expenses of the offering of $2,017,742 were $21,982,258.
On May 26, 1993, the Compensation Committee authorized and on October 14, 1993,
the stockholders approved, the establishment of a shareholder incentive plan to
provide incentives for key employees and members of the Board of Directors. The
maximum number of shares issuable under the plan is to be 10% of the issued and
outstanding shares not to exceed 1,000,000, shares. The exercise period for an
option shall not exceed ten years from date of grant, except in the case of a
more than 10% stockholder, when such period shall not exceed five years. The
option price per share shall be not less than the average market value, or in
the case of incentive stock options to a 10% stockholder, 110% of fair value on
the date of grant.
Note 4: Contingency
The Company is a defendant in a law suit captioned American Preferred
Prescription, Inc., vs. Homecare Management, Inc., and Preferred Rx, Inc. The
suit alleges that the Company and another unrelated defendant improperly
obtained confidential information regarding the plaintiff. It is also alleged
that the Company and the other defendant interfered with ongoing and potential
new contractual relationships of the plaintiff. The plaintiff is seeking
damages in excess of $30 million and injunctive relief. This proceeding is in
the discovery phase. Management believes this suit to be without merit and
intends to defend the proceeding vigorously. In Management's opinion, this
proceeding will not result in an outcome having a material adverse effect on
the Company's results of operations or financial position.
Note 5: Commitment
On December 13, 1994 the Company moved its corporate headquarters into
approximately 18,500 square feet of leased office space in Long Island, New York
under a five year lease requiring annual rental payments of $221,508.
Note 6: Subsequent Events
On February 21, 1995, the Company signed a definitive agreement with Caremark
International Inc. to acquire the assets of its Clozaril Patient Management
Business for approximately $34 million, comprised of $31 million, in cash and
three million in subordinated seller notes.
Concurrently the Company has signed a commitment letter with a bank to provide
both the acquisition financing of $31,000,000 and a $10,000,000 two-year secured
revolving credit agreement.
The acquisition is expected to be completed within forty-five (45) days of the
signing of the agreement, subject to government review under the Hart-Scott-
Rodino Act.
Note 7: Restatement
In February 1996, a Special Committee of the Board of Directors was established
to review certain accounting and financial matters. The Special Committee
determined that, as a result of certain accounting irregularities, restatements
of prior 1995 and 1996 fiscal periods would be required.
As a result of these developments, the Company's auditors withdrew their
previously issued unqualified opinion dated July 27, 1995 on the financial
statements of the Company for the year ended April 30, 1995.
The Company has restated its 1995 financial statements as well as the quarterly
financial statements for each of the four quarters in the year ended April 30,
1995. A reconciliation of the Company's previously reported net income to the
restated net income in the restated financial statements for the three months
ended January 31, 1995 and the nine months ended January 31, 1995 is as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
January 31, January 31,
1995 1995
<S> <C> <C>
Income, as previously reported $ 2,036,000 $ 5,510,000
ADJUSTMENTS:
Overstatement of revenues (43,000) (148,000)
Overstatement of inventory (199,000) (1,768,000)
Understatement of allowance for
doubtful accounts (934,000) (2,864,000)
Total adjustments (1,176,000) (4,780,000)
Less tax benefit of adjustments 595,000 2,073,000
Income, as restated $ 1,455,000 $ 2,803,000
Earnings per share of common stock, as
previously reported - primary and
fully-diluted $ .22 $ .59
Adjustments, net of tax benefit (.07) (.29)
Earnings per share of common stock, as
restated - primary and fully-diluted $ .15 $ .30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is a defendant in an adversary proceeding, in the
discovery phase, captioned American Preferred Prescription, Inc., vs.
Homecare Management, Inc., and Preferred Rx, Inc., commenced in April
1994, in the United States Bankruptcy Court, Eastern District of New
York. There have been no material legal proceedings that commenced or
arose during the quarter ended January 31, 1995.
Item 2. Change in Securities.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company s annual meeting of stockholders which was held on
October 27, 1994, three matters were submitted to a vote of the
stockholders.
First, the existing six directors of the Company, were re-elected for
a one-year term.
Second, the stockholders approved the appointment of BDO Seidman as
the Company s independent auditors.
Third, the stockholders approved the change of the Company s name to
HEALTH MANAGEMENT INC.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports of Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the County of Suffolk, State of
New York, on the 30th day of April, 1996.
HEALTH MANAGEMENT, INC.
(Registrant)
By:/s/ James R. Mieszala
James R. Mieszala, Acting President
(Principal Executive Officer)
By:/s/ Paul Jurewicz
Paul Jurewicz, Treasurer,
Chief Financial Officer
and Executive Vice President
(Principal Financial Officer)
</TABLE>
