SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A (No. 2)
[x] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996
Commission File Number: 0-25064
HEALTH FITNESS PHYSICAL THERAPY, INC.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1580506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3500 W. 80th Street, Suite 130, Bloomington, Minnesota, 55431
(Address of principal executive offices) (Zip code)
Issuer's Telephone Number: 612-831-6830
Securities registered under Section 12(b) of the
Exchange Act: None Securities registered under Section
12(g) of the Exchange Act:
Common Stock, $.01 par value
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 [ ].
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $28,514,000.
As of March 24, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant, computed by reference to the last quoted price
at which such stock was sold on such date as reported by the Nasdaq SmallCap
Market, was $11,695,883.
As of March 24, 1997, there were outstanding 7,666,122 shares of the issuer's
common stock, $.01 par value.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
Health Fitness Physical Therapy, Inc. (the "Company") hereby amends its
Exhibit Index to Form 10-KSB for the year ended December 31, 1996 to read as set
forth immediately following "Signatures" and to file with the electronic version
hereof Exhibit 27.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: June 4, 1997
HEALTH FITNESS PHYSICAL THERAPY, INC.
By /s/ Don Paul Cochran
Don Paul Cochran, Secretary,
Treasurer and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
HEALTH FITNESS PHYSICAL THERAPY, INC.
FORM 10-KSB
Exhibit No. Description
***3.1 Articles of Incorporation, as amended, of the Company
*3.2 Restated By-Laws of the Company
*4.1 Specimen of Common Stock Certificate
*10.1 Agreement for Purchase and Sale of Assets dated December
17, 1993 between the Company and Northern California Back to
Work Rehabilitation Clinic
*10.2 Agreement for Purchase and Sale of Assets dated December 16,
1993 between the Company and River City Rehab, Inc. and
Eric R. Gram, Henna R. Barker and Michael B. Humphrey
*10.3 Purchase and Sale Agreement dated April 13, 1994 between
the Company and Mark W. Siewert and Sports and Orthopedic
Physical Therapy, Inc.
*10.4 Agreement for Purchase and Sale of Assets dated June 2,
1994 between the Company and START Physical Therapy,
Michael M. Drucker, M.D., Ralph J. Venuto, M.D., Michael
Roy, R.P.T., Roger Rommelfanger, R.P.T. and Michael
Weinstein, M.D
*10.5 Agreement for Purchase and Sale of Assets dated June
10, 1994 between Health Fitness Physical Therapy of
Tahoe, Inc., a wholly-owned subsidiary of the
Company, and Tahoe Physical Therapy Clinic, Inc.
*10.6 Warrant dated March 3, 1993 in favor of Jim Bernards/
Brightstone Capital
*10.7 Employment Agreement dated February 24, 1992 between the
Company and Loren S. Brink
******10.8 Standard Office Lease Agreement (Net) dated as of June 13,
1995 covering headquarters of Company
**10.9 Health Fitness Physical Therapy, Inc. 1995 Stock Option Plan
**10.10 Stock Purchase Agreement dated March 27, 1995 between the
Company, William Horton and William Horton as Trustee
******10.11 Second Amended and Restated Credit and Security
Agreement dated as of February 4, 1997 by and between
the Company and Norwest Bank, N.A., together with
Revolving Note and Term Note attached thereto.
****10.12 Agreement of Purchase and Sale dated December 23,
1996 by and among The Preferred Companies, Inc., its
shareholders, and Health Fitness Rehab, Inc.
*****10.13 Agreement of Purchase and Sale dated February 7, 1997 by
and between Isernhagen & Associates, Inc. and Health Fitness
Rehab, Inc.
*****10.14 Agreement of Purchase and Sale dated February 7, 1997 by
and between Isernhagen Ltd. and Health Fitness Rehab, Inc.
<PAGE>
******10.15 Systems Design and Implementation Agreement dated October
15, 1996 between Practice Management Consultants, Inc. and
the Company.
******21.1 Subsidiaries
******23.1 Consent of Deloitte & Touche LLP
******24.1 Power of Attorney (included on Signature Page)
27 Financial Data Schedule (in electronic version only)
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 No. 33-83784C.
** Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.
*** Incorporated by reference to the Company Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
**** Incorporated by reference to the Company's Current Report on Form 8-K
filed on January 7, 1997.
***** Incorporated by reference to the Company's Current Report Form 8-K
filed on February 21, 1997.
****** Previously filed with the Company's Form 10-KSB filed April 15, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS CONTAINED IN THE REGISTRANT'S FORM 10-KSB FOR FISCAL
YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
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<RECEIVABLES> 5,781,876
<ALLOWANCES> 485,000
<INVENTORY> 454,254
<CURRENT-ASSETS> 5,544,543
<PP&E> 2,965,372
<DEPRECIATION> 780,037
<TOTAL-ASSETS> 18,178,897
<CURRENT-LIABILITIES> 7,630,136
<BONDS> 576,490
0
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<COMMON> 71,733
<OTHER-SE> 9,820,355
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<CGS> 4,414,273
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<LOSS-PROVISION> 408,647
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<INCOME-PRETAX> 1,005,581
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