<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 June 30, 1999
Commission File Number 33-22011-A
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
---------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Florida 59-2858209
------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
4900 North Habana Ave., Tampa,FL 33614
-------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,
including area code: (813) 854-4668
--------------
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, as of the latest practicable date:
Class Outstanding at June 30, 1999
Common stock, par value $1.00 per share 413 shares
- --------------------------------------- ----------
Documents incorporated by reference
NONE
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<PAGE> 2
TABLE OF CONTENTS
FORM 10-QSB QUARTERLY REPORT - June 30, 1999
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3 - 10
Item 2 Management's Discussion and Analysis or
Plan of Operation 11 - 15
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 16
Item 2 Changes in Securities 17
Item 3 Defaults Upon Senior Securities 17
Item 4 Submission of Matters to a Vote of Security
Holders 17
Item 5 Other Information 17
Item 6 Exhibits and Reports on Form 8-K 17
Signatures 18
</TABLE>
2
<PAGE> 3
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $1,077,877 $ 1,202,252
Distribution receivable from
limited partnership investments 29,875 40,315
Income taxes receivable 12,500 --
Prepaid expenses 3,996 6,521
---------- -----------
Total current assets 1,124,248 1,249,088
Equity investments 253,957 248,454
Other investments 120,000 20,000
---------- -----------
Total assets $1,498,205 $ 1,517,542
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 21,808 $ 28,998
Due to related party 167 8,276
Income taxes payable 38,101 35,340
---------- -----------
Total current liabilities 60,076 72,614
Deferred income taxes 39,771 39,771
---------- -----------
Total liabilities 99,847 112,385
Stockholders' equity:
Common stock, $1 par value: 7,500 shares
authorized; 413 shares at June 30, 1999
and 415 shares at December 31, 1998
issued and outstanding 413 415
Common stock subscribed, 0 shares at
June 30, 1999 and 2 shares at
December 31, 1998 0 2
Subscriptions receivable 0 (2,300)
Additional paid-in capital 641,804 654,526
Retained earnings 756,141 752,514
---------- -----------
Total stockholders' equity 1,398,358 1,405,157
---------- -----------
Total liabilities and stockholders' equity $1,498,205 $ 1,517,542
========== ===========
</TABLE>
The accompanying notes
are an integral part of these financial statements.
3
<PAGE> 4
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the six For the six For the three For the three
months ended months ended months ended months ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Distribution income $ 59,750 $ 54,715 $ 29,875 $ 30,010
Equity in net earnings
of investees 5,502 (1,559) 3,041 (2,453)
-------- -------- -------- --------
65,252 53,156 32,916 27,557
Expenses:
Salary 20,000 20,000 10,000 10,000
General and administrative 63,488 55,387 40,079 36,062
-------- -------- -------- --------
83,488 75,387 50,079 46,062
Operating (loss) income (18,236) (22,231) (17,163) (18,505)
Interest income 24,624 27,500 12,009 13,768
-------- -------- -------- --------
Income before income taxes 6,388 5,269 (5,154) (4,737)
Provision for income taxes 2,761 1,897 (1,856) (1,705)
-------- -------- -------- --------
Net Income $ 3,627 $ 3,372 ($ 3,298) ($ 3,032)
======== ======== ======== ========
Net income per common share -
basic and diluted $ 9 $ 8 ($ 8) ($ 7)
======== ======== ======== ========
Weighted average shares
outstanding and subscribed 414 430 414 430
======== ======== ======== ========
</TABLE>
The accompanying notes
are an integral part of these financial statements.
4
<PAGE> 5
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
June 30, 1999 June 30, 1998
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,627 $ 3,372
Adjustments to reconcile net income to
net cash used in operating activities:
Equity in net earnings of investees (5,502) 1,559
Distribution income (59,750) (54,715)
Changes in operating assets and liabilities:
Prepaid expenses 2,525 2,782
Income taxes receivable (12,500) (17,263)
Accrued expenses (7,190) (4,452)
Due to related party (8,109) 1,326
Income taxes payable 2,761 (28,340)
----------- -----------
Net cash used in operating activities (84,138) (95,731)
INVESTING ACTIVITIES
Proceeds from sale of equity investment 0 100,000
Purchase of noncurrent investment (100,000) 0
Distributions received 70,190 61,345
----------- -----------
Net cash provided by (used in) investing activities (29,810) 161,345
FINANCING ACTIVITIES
Proceeds from sale of common stock 2,300 0
Redemption of common stock (12,727) (1,948)
----------- -----------
Net cash used in financing activities (10,427) (1,948)
Increase (decrease) in cash and cash equivalents (124,375) 63,666
Cash and cash equivalents at beginning of period 1,202,252 1,150,633
----------- -----------
Cash and cash equivalents at end of period $ 1,077,877 $ 1,214,299
=========== ===========
</TABLE>
The accompanying notes
are an integral part of these financial statements.
5
<PAGE> 6
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
The financial statements included herein have been prepared by St. Joseph's
Physician Associates, Inc. (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments necessary to present fairly the financial position of the Company
as of June 30, 1999 and December 31, 1998, the results of its operations for
the three months and six months ended June 30, 1999 and 1998, and its cash
flows for the six months ended June 30, 1999 and 1998.
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
The Company was organized on November 20, 1987 as a Florida corporation. The
Company was organized to establish and operate an association of qualified
physicians for the purpose of engaging directly or indirectly in health care
related ventures.
In February 1989, the Company acquired 2,500 shares of the common stock of St.
Joseph's Physicians-Healthcenter Organization, Inc. (the "PHO") for $20 per
share. The 2,500 shares represent 50% of the outstanding common stock of the
PHO. The remaining 2,500 common shares of the PHO are owned by St. Joseph's
Enterprises, Inc.("Enterprises") The PHO also had 6,250 preferred shares
outstanding as of December 31, 1996. Prior to January 31, 1997, the Company
earned equity in the net earnings of the PHO at 22.22% of the PHO's earnings
after deducting a 6% cumulative dividend for the 6,250 preferred shares. The
PHO's preferred shares were redeemed effective January 31, 1997 for $184,375.
As a result of this redemption, the Company and Enterprises now each own a 50%
interest in the PHO. The PHO was organized for the purpose of engaging directly
or indirectly in managed care arrangements and health care related ventures.
In June 1989, the Company acquired 4,000 shares of the common stock in
Hospitals' Home Health Care of Hillsborough County, Inc. d/b/a St. Joseph's
Home Health Services ("SJHHS") for $10 per share. The 4,000 shares represented
50% of the outstanding common stock of SJHHS. On January 5, 1998, the Company
sold all of its ownership interest in SJHHS to St. Joseph's Ancillary Services,
Inc. for
6
<PAGE> 7
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't):
$100,000. The investment in SJHHS was sold for a price that was lower than the
carrying amount of the equity investment in SJHHS. In contemplation of the
sale, the equity investment in SJHHS was written down in December 1997 by
$200,410, to properly reflect its fair value at December 31, 1997.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements. Actual results
could differ from these estimates.
Equity Investments
The Company accounts for its investments in the PHO on the equity method.
Accordingly, the investment has been stated in the accompanying balance sheets
at the cost of acquisition plus the Company's equity in the undistributed
earnings/losses since acquisition, less distributions to the Company. None of
the assets or liabilities of the investment are included in the balance sheets
except to the extent of the Company's interests in the underlying net assets
included in equity investments. The Company's net earnings/losses resulting
from its proportionate share of the investees' revenues and expenses are
included in the statements of income.
Other Investments
The Company owns five limited partnership units in St. Joseph's Same-Day
Surgery Center, Ltd. ("SDS"). Management has not actively marketed these
partnership units and intends to hold them beyond one year. Accordingly, this
investment is presented as noncurrent, other investments. The investment is
accounted for at cost due to the Company's limited percentage interest in the
partnership and inability to exercise significant influence over the
partnership. Distributions are recorded as income when declared and reported as
distribution income.
On March 3, 1999 the Company purchased 100,000 shares of common stock,
representing approximately 3% of the outstanding common stock, of Entrusted
Health Management Services, Inc. ("EHMS"), a Florida corporation. The balance
of the outstanding common stock of EHMS is owned by several other individuals
and entities, none of whom holds a majority interest in EHMS. EHMS is a start
up entity
7
<PAGE> 8
that was organized to manage and administer health benefit arrangements for
self-insured employers. Its services ultimately are planned to include
designing and implementing benefit plans, developing one or more networks of
hospitals, physicians and other health care providers, administering claims,
and collecting and analyzing health care data for those employers with which it
has contracts for the provision of some or all of these offered services.
The investment in EHMS is accounted for at cost due to the Company's limited
percentage interest. Revenue derived from the EHMS common stock will only be
recorded by the Company upon declaration of distributions or a gain upon sale
of the stock. No distributions from EHMS are anticipated for 1999 or the
foreseeable future. The Company has no present intention to sell the EHMS
stock. Accordingly, this investment is presented as noncurrent, other
investments.
Subscriptions Receivable
Subscriptions receivable relate to agreements to purchase common stock of the
Company and were paid in installments during 1999.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.
Income Taxes
The Company accounts for income taxes under FASB Statement No. 109, Accounting
for Income Taxes. Deferred income tax assets and liabilities are determined
based upon differences between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
Income Per Common Share
Income per common share is based upon the weighted average number of common
shares outstanding and subscribed during the period.
8
<PAGE> 9
NOTE 2 - RELATED PARTIES:
The members of the Board of Directors of the Company are also members of the
medical staff of St. Joseph's Hospital, Inc., which is owned by St. Joseph's
Health Care Center, Inc.("HCC"), an affiliate of Enterprises. Until January 31,
1997, HCC provided administrative support to the Company at no charge.
Beginning February 1, 1997, HCC began to charge the Company for administrative
support and direct costs (i.e., food, printing).
All limited partner investors in the PHO's ventures are investors in the
Company. In addition, all physicians who hold provider contracts with a
subsidiary of the PHO are investors in the Company.
On October 1, 1991, the Company hired and agreed to pay a salary to an
executive director to provide and facilitate the efficient operations of the
Company. Prior to April 29, 1996, the executive director was a member of the
Company's Board of Directors, and he continues to be a shareholder in the
Company. The Company's payment of compensation to the executive director for
the six months ended June 30, 1999 is presented as salary expense.
9
<PAGE> 10
NOTE 3 - EQUITY INVESTMENTS:
A summary of the changes in equity investments is presented below:
<TABLE>
<CAPTION>
PHO Total
-------- --------
<S> <C> <C>
Balance at December 31, 1998 $248,454 $248,454
Proceeds from sale of investment 0 0
Equity in net earnings of investees 5,502 5,502
-------- --------
Balance at June 30, 1999 $253,957 $253,957
======== ========
</TABLE>
The condensed balance sheets and statements of operations of the PHO are as
follows:
<TABLE>
<CAPTION>
Balance Sheets - PHO June 30, 1999 Dec. 31, 1998
- -------------------- ------------- -------------
(unaudited)
<S> <C> <C>
Assets:
Currents assets $390,625 $423,024
Noncurrent assets 196,802 220,747
-------- --------
Total assets $587,427 $643,771
======== ========
Liabilities and stockholders'
equity:
Current liabilities $ 67,158 $146,863
Long-term liabilities 0 0
Stockholders' equity 520,269 496,908
-------- --------
Total liabilities and
stockholders' equity $587,427 $643,771
======== ========
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended
-------------------------------------------
June 30, June 30,
Statements of Operations - PHO 1999 1998
- ------------------------------ ----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Equity in partnership earnings $ 30,629 $ 45,714
Other revenues 43,032 78,247
Expenses 57,452 127,272
-------- --------
Income (loss) before taxes 16,209 (3,311)
Income tax provision (benefit) 5,206 (42)
-------- --------
Net income (loss) $ 11,003 ($ 3,269)
======== ========
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended
-------------------------------------------
June 30, June 30,
Statements of Operations - PHO 1999 1998
- ------------------------------ ----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Equity in partnership earnings $ 16,461 $ 19,829
Other revenues 20,387 36,472
Expenses 27,210 62,240
-------- --------
Income (loss) before taxes 9,638 (5,939)
Income tax provision (benefit) 3,556 (884)
-------- --------
Net income (loss) $ 6,082 ($ 5,055)
======== ========
</TABLE>
10
<PAGE> 11
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
PART I - FINANCIAL INFORMATION
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
June 30, 1999
Liquidity
Cash resources of the Company decreased by $124,375 during the first six months
of 1999, as compared to an increase in cash resources of $63,666 during the
first six months of 1998. The decrease in cash resources resulted primarily
from the purchase on March 3, 1999 of EHMS common stock for $100,000 (while the
increase during 1998 resulted primarily from the $100,000 sale of the common
stock of SJHHS on January 5, 1998). The decrease in cash resources also
resulted from an increase in the number of shares of common stock redeemed
during the first six months of 1999, as compared to the same time period in
1998. Expenditures related to operating expenses decreased during the period
due to a reduction in estimated tax payments. This decrease in operating
expenditures was offset by a payment to reduce the related party liability
which related to services provided by HCC in 1998.
On March 3, 1999, the Company purchased approximately 3% (100,000 shares) of
the common stock of EHMS, for which it paid $100,000. No distributions from
EHMS are anticipated for 1999 or the foreseeable future, and there can be no
assurance that the Company ever will receive any distributions from EHMS.
On January 5, 1998, the Company sold its 4,000 shares of the common stock in
SJHHS to St. Joseph's Ancillary Services, Inc., which owned the other 50% of
the common stock, for $100,000. Although the sale of the equity investment in
SJHHS had the impact of increasing then current cash resources, it also
eliminated a future income source and thus has had and continues to have the
impact of reducing cash flow from operations of the Company.
St. Joseph's Health Network, Inc. ("SJHN") is a 100%-owned subsidiary of the
PHO. SJHN, a physician-hospital organization, negotiates at-risk products
(i.e., capitation products) with managed care organizations on behalf of its
membership to provide high quality, competitively priced health care services
for persons residing or employed in the Tampa area. During the first six months
of 1999, SJHN did not generate sufficient revenues to offset its operating
expenses. Accordingly, in the near future, the Company might find it
appropriate to assist the PHO with providing
11
<PAGE> 12
additional capitalization for SJHN. The amount of funding, if any, has not been
determined at this time. However, the Company's contribution to such funding
would be determined by taking into account the Company's available liquidity
and its other anticipated cash needs. Additional liquidity for SJHN is expected
to be received from other sources, including provider credentialing fees,
additional equity contributions from the PHO and/or borrowings.
On June 30, 1999, a $29,875 distribution with respect to the five SDS limited
partnership units was declared and will be received during the third quarter of
1999.
Management believes that current cash reserves and additional distributions
with respect to the five SDS limited partnership units will provide adequate
short-term funding of the Company's on-going operations. However, the Company
recognizes that its current revenues likely will not be sufficient to fund its
expenses as they currently exist. A review of expenses and strategic planning
for additional revenue sources is currently underway.
Capital Resources
In July 1999, the Company completed a private stock offering in which 23 shares
of its common stock were sold at $3,388 per share. The Company does not
anticipate the need for any significant capital expenditures in connection with
its current operations for the foreseeable future. If, as a result of the
strategic planning that currently is underway, the Company determines that
capital expenditures are necessary or appropriate, it is anticipated that the
Company's current cash reserves would be used for this purpose. While there can
be no assurance, the Company does not anticipate substantial difficulty in
raising additional funds, should the need arise.
Results of Operations
Equity in net earnings of investees is the result of the Company's investment
in the PHO. The equity in net earnings increased during the second quarter and
the first six months of 1999, as compared to the same periods of 1998,
resulting from an increase in the profitability of the PHO. Expenses for the
PHO decreased during the second quarter and first six months of 1999 as a
result of a revision to the HCC management fee allocation. The Board of
Directors of the PHO and the Board of Directors of the physician-hospital
organizations at Bayfront Medical Center, Inc. and South Florida Baptist
Hospital, Inc. (organizations affiliated with HCC) approved a revision to the
manner in which the management fee
12
<PAGE> 13
(which includes aggregate PHO fixed costs) that is paid by each
physician-hospital organization to HCC is allocated, in order to align these
support activities along geographic and community boundaries. The new
allocation method results in a lower percentage allocated to the PHO, thereby
resulting in a decrease in the PHO's general and administrative expenses.
The Company owns five SDS limited partnership units and receives quarterly
distributions on such units. Distribution income increased for the first six
months of 1999 but decreased during the second quarter of 1999 compared to the
same periods of 1998. The distribution was calculated by taking into account
anticipated operating cash needs of SDS, with the intent of maintaining
appropriate reserves.
Interest earnings represent interest on bank deposits. The decrease between
1999 and 1998 resulted from slightly lower cash balances in 1999 than during
the same period of 1998.
General and administrative expenses increased during the first six months of
1999 and during the second quarter of 1999 compared to the same periods of
1998. The increase in expenses resulted primarily from an increase in
consulting fees related to the review of the operations of SDS and an increase
in legal and accounting fees related to the private stock offering held during
the second quarter of 1999 (a private stock offering was not held during 1998).
It is anticipated that over the near term, general and administrative expenses
will continue to be incurred at comparable levels.
Salary expense remained consistent with the same time period of 1998.
Expenditures incurred relate to the compensation paid to the executive
director.
During the second quarter of 1999, the Company had a net loss of $3,298.
Therefore, the net loss per common share was $8 for the second quarter of 1999.
The net loss per common share for the second quarter of 1998 was $7 per share.
The increase in the net loss per common share for the second quarter of 1999
resulted from a decrease in net income, which was attributable to the factors
described above, and a decrease in the number of outstanding shares of the
Company's common stock resulting from redemptions during 1998.
Several new laws and regulations affecting the healthcare industry were
adopted, at both the state and federal levels, during 1997, 1998, and
1999,including health care reform that was considered and adopted by the
Florida Legislature during its recently ended 1999 Session. Additional
healthcare reform legislation also has been
13
<PAGE> 14
proposed for consideration in 1999 at the federal level. All of the legislation
and regulation could have a dramatically adverse impact on the Company, its
related investments, and the stockholders of the Company. The Company is
continuing to monitor and evaluate the impact of such changes in laws and
regulations.
Year 2000
The Company is aware of the issues associated with the programming code in
existing systems as the Year 2000 approaches, and it developed an
implementation plan which has resolved some important aspects of this issue
during the second quarter of 1999. This plan involved the assessment of whether
the existing hardware system and accounting software used in the management of
the Company's operations were Year 2000 compliant. The third party providing
the Company's administrative support services currently operates only one PC in
connection with the Company's administrative operations and runs only
widely-used "off the shelf" third party software in connection with performing
these services. The Company has been notified by the third party handling the
administrative support services that they are Year 2000 compliant at this time.
The Company does not currently own or operate any Information Technology ("IT")
systems, and it has not identified any non-IT systems, such as equipment with
embedded chips, that currently are in operation by the Company.
The Company also is making inquiries as to the Year 2000 readiness of other
third parties (including the PHO, SDS, and other unrelated third parties) that
could cause a material impact on the Company. After making extensive inquiries,
the Company has discovered that the PHO and SDS are in the process of upgrading
and replacing systems and equipment found not to be compliant, and the Company
has been informed that these entities expect to achieve Year 2000 compliance by
December 1999. However, there can be no assurances that computer systems of any
third party, whether related or unrelated, will be Year 2000 compliant, or that
any failure to be compliant will not have a material adverse impact on the
Company, its financial condition or its results of operations.
In addition, the Company believes that a significant number of the stockholders
of the Company acquired stock in the Company for the purpose of being eligible
to participate in certain activities that are available only to the
stockholders of the Company (e.g., participation on the provider networks of
SJHN and St. Joseph's Preferred, Inc. ("SJP"), a 100%-owned subsidiary of the
PHO). It is possible that a Year 2000 compliance failure by SJP, SJHN, or a
third party with which any of these entities contracts, could have a material
adverse impact on the individual stockholders who participate in the various
provider panels operated by these
14
<PAGE> 15
entities, even though the compliance failure would not have a material adverse
impact on the Company, its financial condition or its results of operations.
Whether or not any such adverse effect occurs is beyond the control of the
Company, and the extent of the adverse effect will depend upon the individual
stockholder's particular circumstances.
At this time, the Company does not believe that it is necessary to have a
contingency plan for the Year 2000 issue. However, this need will be
continuously monitored as the Company receives more information about the
preparations of third parties.
15
<PAGE> 16
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the knowledge of the Company's management, there are no material pending
legal proceedings, other than ordinary routine litigation incidental to the
business of the Company, or its Partially Owned Operations, to which the
Company or any of its Partially Owned Operations is a party or of which any of
their property is the subject.
16
<PAGE> 17
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 3, 1999, the annual stockholders meeting of the Company was held.
Directors elected at the meeting were:
<TABLE>
<CAPTION>
Number of Votes
For Withheld
--- --------
<S> <C> <C>
N. Bruce Edgerton, M.D. (term expiring 2003) 182 1
Angel Docobo, M.D. (term expiring 2003) 182 1
Wilfred Idsten, M.D. (term expiring 2000) 182 1
</TABLE>
Other directors whose term of office continued after the meeting were:
Lane France, M.D. William Luria, M.D.
Allen Miller, M.D. Benedict Maniscalco, M.D.
Anthony Brannan, M.D. Norman Castellano, M.D.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27 - Financial Data Schedule (for SEC use only)
b. Reports on Form 8-K
None
17
<PAGE> 18
SIGNATURES
August 4, 1999
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
---------------------------------------
(Registrant)
Date: August 4, 1999 /s/ N. Bruce Edgerton, M.D.
---------------------------------------
N. Bruce Edgerton, M.D., President
St. Joseph's Physician Associates, Inc.
Date: August 4, 1999 /s/ Allen Miller, M.D.
---------------------------------------
Allen Miller, M.D., Treasurer and
Principal Financial Officer
St. Joseph's Physician Associates, Inc.
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) ST.
JOSEPH'S PHYSICIAN ASSOCIATES, INC. 6/30/99 BALANCE SHEET AND INCOME STATEMENT
FOR THE SIX MONTHS ENDED 6/30/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH (B) FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED 6/30/99.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,077,877
<SECURITIES> 0
<RECEIVABLES> 29,875
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,124,248
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,498,205
<CURRENT-LIABILITIES> 60,076
<BONDS> 0
0
0
<COMMON> 642,217
<OTHER-SE> 756,141
<TOTAL-LIABILITY-AND-EQUITY> 1,498,205
<SALES> 0
<TOTAL-REVENUES> 89,876
<CGS> 0
<TOTAL-COSTS> 83,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,388
<INCOME-TAX> 2,761
<INCOME-CONTINUING> 3,627
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,627
<EPS-BASIC> 9
<EPS-DILUTED> 0
</TABLE>
