SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period Ended March 31, 1997
or
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________to__________
Commission file number 1-14150
THE COMPANY DOCTOR
(Name of small business issuer as specified in its charter)
Delaware 72-1234136
(Stat of Incorporation) (I.R.S.Employer Identification No.)
5215 North O'Connor Blvd., Suite 1800
Irving, Texas 75039
(Address of principal executive offices)
(972) 401-8300
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be
filled 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 __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after the distribution of securities under a plan confirmed by court.
Yes __ No__
State the number of shares outstanding of each of the issuerOs
classes of common equity, as of the latest practicable date.
There were 5,037,008 shares of the Issuer's common stock, at par value
of $.01 per share,
outstanding as of March 31, 1997.
Transitional Small Business Disclosure Format (check one): Yes__ No_X
Consolidated Balance Sheet
March 31, June 30,
1997 1996
(Unaudited)
Assets
Current assets
Cash and cash equivalents $1,253,015 $5,636,433
Restricted cash 550,000 500,000
Short-term investments 1,146,348 1,250,357
Accounts receivable
Trade, less allowance for doubtful
accounts of $219,000 at March 31, 1997
and $105,000 at June 30, 1996 1,924,877 1,097,308
Related parties 149,811 113,117
Other 82,774 85,348
Prepaid expenses 248,552 97,767
Total current assets 5,355,377 8,780,330
Property and equipment 2,960,053 1,536,898
Less accumulated depreciation and (1,378,692) (659,394)
amortization 1,581,361 877,504
Other assets
Intangibles, net 9,271,031 1,688,314
Other assets 782,255 563,406
Investments 1,804,570 1,630,453
Total other assets 11,857,856 3,882,173
Total assets 18,794,594 13,540,007
Liabilities and Stockholders' Equity
Current liabilities
Notes payable $520,920 $1,271,357
Notes payable - due to sellers 3,139,125 987,010
Current maturities of capital lease
obligations 134,742 52,501
Accounts payable and accrued expenses 1,202,805 338,077
Claims payable 330,694 350,000
Total current liabilities 5,328,286 2,998,945
Long-term liabilities
Capital lease obligations, net of
current maturities 208,751 79,644
Notes payable - due to sellers 243,590 -
Claims payable 1,071,342 1,393,107
Total liabilities 6,851,969 4,471,696
Stockholders' equity
Preferred stock, $.01 par value,
5,000,000 shares authorized Series A
convertible, no shares issued - -
Common stock, $.01 par value; 25,000,000
shares authorized; 5,037,008 and
4,676,494 shares issued and outstanding
at March 31, 1997 and June 30, 1996,
respectively 50,731 46,765
Additional paid-in-capital 13,600,768 10,255,346
Accumulated deficit (1,708,514) (1,233,800)
Total stockholders' equity 11,942,625 9,068,311
Total liabilities and stockholders equity $18,794,594 $13,540,007
Consolidated Statements of Operations
For the Three Months Ended
March 31,
1997 1996
(Unaudited)
Revenues $2,844,723 $989,388
Cost of services provided 1,469,040 533,340
General and administrative expenses 1,527,921 420,150
Marketing expenses 95,380 30,094
Development and acquisition costs 84,783 -
3,177,124 983,584
Income (loss) from operations (332,401) 5,804
Other income (expense)
Interest expense (100,803) (23,870)
Interest income and other 71,106 47,422
Total other income (expenses) (29,697) 23,552
Net income (loss) before income taxes (362,098) 29,356
Income tax (expense) benefit (9,000) 30,000
Net income (loss) (371,098) $59,356
Net income (loss) per common share (.07) .01
Weighted average common shares
outstanding 5,020,341 4,523,178
Consolidated Statements of Operations
For the Nine Months Ended
March 31,
1997 1996
(Unaudited)
Revenues $8,288,724 $2,975,561
Cost of services provided 4,098,730 1,467,818
General and administrative expenses 4,260,561 1,338,805
Marketing expenses 210,307 59,297
Development and acquisition costs 307,265 -
8,876,863 2,865,920
Income (loss) from operations (588,139) 109,641
Other income (expense)
Interest expense (279,878) (72,636)
Interest income and other 245,303 47,422
Total other income (expenses) (34,575) (25,214)
Net (loss) income before income taxes (622,714) 84,427
Income tax benefit 148,000 30,000
Net income $(474,714) $114,427
Net income per common share $ (.09) .03
Weighted average common shares
outstanding 5,008,221 3,554,488
Consolidated Statements of Cash Flow
For the Nine Months Ended
March 31,
1997 1996
(Unaudited)
Cash flows from operating activities
Net (loss) income $ (474,714) $114,427
Adjustments to reconcile net (loss)
income to net cash provided by (used in)
operating activities
Depreciation and amortization 524,979 107,652
Deferred tax asset (175,000) (30,000)
Compensation for options granted to
unrelated third party 54,832 -
Change in assets and liabilities
Accounts receivable (157,326) (161,024)
Prepaid expenses (144,669) (69,714)
Other assets (43,849) (38,009)
Checks written in excess of bank
balance - (18,265)
Accounts payable and accrued
expenses 617,012 (359,055)
Claims payable (341,071) -
334,908 (568,415)
Net cash used in operating activities (139,806) (453,988)
Cash flows from investing activities
Purchases of property and equipment (479,270) (80,765)
Cash acquired from medical practices 337,484 -
Purchase of investments (120,108) (7,561,539)
Purchase of intangibles (782,476) (22,047)
Net cash (used in) provided by
investing activities (1,044,370) (7,664,351)
Cash flows from financing activities
(Payments on) proceeds from line-of-
credit and note payable (750,437) 46,537
Proceeds from sales of equity 12,130 10,160,000
Payments on notes payable and due to -
seller (2,391,795) -
Deferred offerings costs paid - (1,861,825)
Payments on capital leases (69,140) (157,397)
Net cash (used in) provided by
financing activities (3,199,242) 8,187,315
Cash (decrease) increase (4,383,418) 68,976
Cash at beginning of period 5,636,433 0
Cash at end of period 1,253,105 $ 68,976
Supplemental disclosures of interest paid:
Interest paid on borrowings for the nine months ended March 31,
1996 and March 31, 1997 was $72,636 and $279,878, respectively.
Consolidated Statements of Cash Flow
Continued from previous page.
Supplemental disclosure of noncash investing and financing
activities:
In the nine months ended March 31, 1997, the Company added three
medical practices, and reported each on a Form 8-K. The
purchase prices combined were allocated as follows:
Assets acquired
Cash $ 337,484
Accounts receivable 704,362
Property and equipment 138,731
Prepaid expense and other 6,116
1,186,693
Liabilities assumed
Accounts payable and accrued expenses 247,716
Net assets acquired 938,977
Fair value of common stock issued 3,282,066
Due to sellers - accounts and notes payable-current 4,481,944
Due to sellers - notes payable - long- term 305,556
$ 7,130,589
Additionally, the Company acquired $280,488 of property and equipment
under capital leases.
Note 1 - Summary of Accounting Policies
The summary of the Company's significant accounting policies is
incorporated by reference to the Company's Annual Report on Form 10-
KSB for the fiscal year ended June 30, 1996.
The accompanying unaudited condensed financial statements reflect all
adjustments which, in the opinion of management, are necessary for a
fair presentation of the results of operations, financial position
and cash flows. The results of the interim period are not
necessarily indicative of the results for the full year.
Reclassifications
Certain amounts in the March 31, 1996 consolidated financial
statements have been reclassified to conform with the March 31, 1997
presentation.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward-Looking Statements
The statements contained in this Report on Form 10-QSB that are not
purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding the
Company's expectations, hopes, intentions or strategies regarding the
future. All forward-looking statements included in this document are
based on information available to the Company on the date hereof, and
the Company assumes no obligation to update any such forward-looking
statements. It is important to note that the Company's actual
results could differ materially from those in such forward-looking
statements. Among the factors that could cause actual results to
differ materially are the risk factors set forth in the Company's
Registration Statement on Form SB-2 (Registration No. 33-99530-D).
The reader should consult these risk factors as well as risk factors
listed from time to time in the Company's reports on Forms 10-QSB, 10-
KSB and filings under the Securities Act of 1933, as amended.
These forward-looking statements include the plans and objectives of
management for future operations, including plans and objectives
relating to the possible further capitalization of the insurance
subsidiary, acquisitions of additional complementary medical
practices, establishment and management of new clinics, and
attainment of additional financing.
The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties.
Assumptions relating to the foregoing involve judgments with respect
to, among other things, the Company's ability to secure financing for
acquisitions and capital expenditures, future economic, competitive
and market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes
that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate and,
therefore, there can be no assurance that the forward-looking
statements included in this Form 10-QSB will prove to be accurate.
In addition, the business and operations of the Company are subject
to substantial risks which increase the uncertainty inherent in such
forward-looking statements. These risk factors are discussed in
detail in the Company's Registration Statement on Form SB-2 which was
declared effective by the Securities and Exchange Commission on
February 6, 1996 (Registration No. 33-99530-D). Any of the other
factors disclosed under "Risk Factors" in such Registration Statement
could cause the Company's revenues or net income, or growth in
revenues or net income, to differ materially from prior results.
Budgeting and other management decisions are subjective in many
respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the
impact of which may cause the Company to alter its finance,
marketing, capital expenditure or other budgets, which may in turn
affect the Company's results of operations. In light of these
significant uncertainties inherent in forward-looking information
included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that
the objectives or plans of the Company will be achieved.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Liquidity and Capital Resources
As of March 31, 1997, the Company's principal sources of liquidity
included cash and cash equivalents of $1,253,015, restricted cash of
$550,000 and other current assets totaling $3,552,362 resulting in
total current assets of $5,355,377. Current liabilities were
$5,328,286 which resulted in working capital of $27,091 and a current
ratio of 1.01 to 1. The Company also had investments of $1.8 million
in "other assets", consisting of U.S. treasury notes maturing in
excess of one year from March 31, 1997 and therefore classified as
long term assets. Of this amount, $1.1 million is reserved for RMAC
claims and $.7 million can be utilized by the Company for general
corporate purposes. These U.S. treasury notes could be sold and
converted to cash at any time, and would effectively increase working
capital to $1,876,953 and increase the current ratio to 1.34 to 1.
During the nine months ended March 31, 1997, the Company's liquidity
decreased primarily due to acquisitions of complementary medical
practices undertaken by the Company's affiliate, The Physician Group
and the addition of those practices to the Company's management
portfolio, and due also to the acquisition and capitalization of the
insurance subsidiary. The Company also made several investments in
its information systems including development of its practice
management system, a marketing and clinical management software suite
and its accounting system. Lastly, the Company has continued to
invest in equipment for its clinics including the addition of therapy
service equipment in several of its clinics.
The Company anticipates that, in future periods, the Company and The
Physician Group will have increasing working capital and capital
expenditure needs as the Company continues its expansion. The
expense of opening new facilities, which may include the leasing or
purchase of capital equipment including office, computer and medical
equipment, can be substantial. The Company estimates that each of
the facilities it manages requires a minimum of $80,000 of medical
equipment. To the extent capital equipment can be leased at a
reasonable cost, the Company anticipates leasing such capital
equipment in order to conserve working capital. Conversely, if the
interest expense associated with the leasing of capital equipment is
unacceptable to the Company, the Company may purchase such equipment
from the funds allocated to the opening of new facilities. The
Company may also acquire equipment in connection with the addition of
practices to its management portfolio. Additionally, the Company
will seek additional physicians' practices and continue to meet
capitalization requirements for its insurance subsidiary.
Based on these expectations, the Company initiated discussions with
institutional lenders for the purpose of securing a working capital
credit facility and refinancing existing seller notes. On April 15,
the Company successfully completed a transaction with HealthCare
Financial Partners that included a $5.0 million accounts receivable
based working capital facility and a $1.5 million term loan facility.
Under the terms of the working capital credit facility, the lender
will advance an amount of up to 80% of eligible receivables. Both
facilities have a two-year final maturity. At closing, the Company
borrowed $2.9 million allocating $2.7 million of the initial
borrowing to refinance seller notes, $100,000 for transaction
expenses and $100,000 for working capital purposes. The Company
will require additional financing if acquisitions continue in future
periods at historical rates. The Company will continue to have its
discussions with various capital providers in an effort the secure
growth capital for future periods.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Liquidity and Capital Resources (continued)
The Company closed its initial public offering in February 1996. The
Company sold a total of 1,840,000 Units, each Unit consisting of one
share of Common Stock and one Warrant to purchase an additional share
of Common Stock. The Units were sold at a price of $5.25 per Unit
providing the Company with gross offering proceeds of $9.66 million.
After payment of expenses associated with the offering, the Company
received proceeds in excess of $7.9 million. Since the offering, the
Company has used a significant portion of the net proceeds from the
offering: 1) to finance the acquisition and capitalization of an
insurance company subsidiary; 2) to add five complementary medical
clinics; 3) to establish and begin managing a new clinic; 4) to
expand sales and marketing programs; and 5) for other operational
purposes.
In November 1995, the Company raised $500,000 of gross proceeds
($397,500 in net proceeds) by issuing a total of 400,000 shares of
Series A Convertible Preferred Stock. Each share of Preferred Stock
automatically converted into one share of the Company's Common Stock
on the completion of the Company's initial public offering. Proceeds
of the private offering were used to reduce accounts payable, to pay
expenses associated with the offering and to fund working capital.
The transactions relating to the five medical practices now managed
by the Company were each reported on Form 8-K. The transactions were
effective: 1) February 1996, in Lancaster, Texas (a Dallas suburb);
2) May 1996, in Baytown, Texas (a Houston suburb); 3) July 1996, in
El Paso, Texas 4) July 1996, in Carrollton, Texas (a Dallas suburb);
and 5) August 1996, in central Fort Worth, Texas. The acquisition of
the insurance company subsidiary occurred on June 30, 1996, as
reported on Form 8-K dated July 9, 1996. The cash payments due in
four of the five medical practice transactions and the insurance
subsidiary acquisition were paid in the quarter ended September 30,
1996. The acquisition of the insurance subsidiary contributed assets
including cash of $1.1 million and short-term investments of
$999,000, consisting of $949,000 in U.S. treasury bills and $50,000
in a certificate of deposit. Those assets are partially offset by
the insurance subsidiary claims of $1.462 million estimated to be
payable over the course of several years.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Results of Operations
The following table sets forth, for the periods indicated, the
percentage of total revenues represented by certain items included in
the Company's Unaudited Consolidated Statements of Operations:
Consolidated Statements of Operations
(Unaudited)
Nine Months Ended
March 31,
1997 1996
Revenues
Total revenues
100.0% 100.0%
Costs
Cost of services provided 49.5 49.3
General and administrative 51.4 45.0
Marketing expense 2.5 2.0
Development/acquisition costs 3.7 -
Total costs 107.1 96.3
(Loss) income from operations (7.1) 3.7
Other income (expense)
Interest income 3.0 1.6
Interest expense (3.4) (2.4)
Total other income (expenses) (.4) (.1)
Income before income taxes (7.5) 2.8
Income tax benefit 1.8 1.0
Net (loss) income (5.7)% 3.8%
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Comparison of Nine Months Ended March 31, 1997 and 1996
Revenues. Net revenues for the nine months ended March 31, 1997
increased by $5,313,163 or 178.6% to $8,288,724 from revenues of
$2,975,561 achieved for the nine month period ended March 31, 1996.
Revenues are derived primarily from the management of physician
practices engaged in the diagnosis, treatment and management of work-
related injuries and illnesses and from other occupational health
care services such as employment-related physical examinations, drug
and alcohol testing, functional capacity testing and other related
programs. The growth in the current period is attributable to
management's efforts related to five factors: 1) the addition of five
medical practices; 2) the Company's ability to capture additional
market share; 3) the further development of the facilities managed by
the Company; 4) the start-up of a clinic in south Fort Worth, Texas
in April 1996 and; 5) the marketing of additional services in several
of the clinics. The Garland and Arlington, Texas facilities opened
in mid-1994. These two facilities are now past the start-up stages
when revenues were minimal and both facilities are now fully
operational. The Company has experienced same facility revenue
growth of 19.5% on its four existing facilities in the nine months
ended March 31, 1997 over the same nine months one year ago. The
addition of the five medical practices generated revenue of
approximately $4,679,297 in the nine months ended March 31, 1997,
whereas there was no revenue from these facilities in the nine months
ended March 31, 1996. Revenues in the nine month periods ended March
31, 1997 and 1996 reflect some seasonality. From November through
January, factors such as plant closings, vacations and holidays
result in fewer occupational injuries and illnesses. Also, employers
generally hire fewer employees in the calendar year's fourth quarter,
thus reducing the number of pre-hiring physical examinations and drug
and alcohol tests during this period. Accordingly, revenues and net
income during the Company's second fiscal quarter of each year
ending December 31 and to a lesser extent the third fiscal quarter
ending March 31, will tend to be somewhat lower than the remaining
quarters of the fiscal year.
Cost of Services Provided. Cost of services provided for the nine
months ended March 31, 1997 was $4,098,730, an increase of $2,630,912
or 179.2% from the comparable 1996 period. As a percent of net
revenues, cost of services was 49.5%, an increase of .2% from the
49.3% level of the same nine month period one year ago. With the
exception of physician compensation and other medical personnel
costs, these expenses are largely variable. These expenses were
higher as a percentage of revenue in the second and third quarters
due to the more pronounced decline in revenue due to seasonal
factors. In the third quarter, the Company launched a cost reduction
plan which included restructuring of several physician contracts and
consolidation of its vendor relationships.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
General and Administrative. General and administrative expenses for
the nine months ended March 31, 1997, were $4,260,561, an increase of
$2,921,756 or 218.2%, over expenses of $1,338,805 in the same period
in 1996. As a percent of revenues, general and administrative
expenses were 51.4%, an increase of 6.4% from 45% for the same nine
month period a year ago. The increase over the prior year was
primarily due to the increased costs associated with becoming a
public company, indirect expenses related to the expansion activity
commenced in February 1996, and general and administrative expenses
for the insurance subsidiary. Since these expenses are largely
fixed, the Company is negatively impacted by the seasonal decline in
revenue in the second quarter and to a lesser extent in its third
quarter. The Company's third quarter results were also negatively
impacted by several non-recurring expenses. These expenses included
expense related to the registration and valuation of non-qualified
options granted to a vendor for services rendered, start up costs
associated with a recently enacted 401(k) Plan, legal expense
associated with RMAC potentially doing business in Louisiana and
relocation expenses.
Marketing Expenses. Marketing expenses were $210,307 for the nine
months ended March 31, 1997 compared to $59,297 for the nine months
ended March 31, 1996, or 2.5% compared to 2.0% of revenues during the
respective periods. The addition of medical practices was the
primary factor contributing to the increase. Additionally, the
Company began marketing RMAC's insurance product in the second
quarter. The Company intends to expand marketing activities by
selling additional services to existing customers, marketing medical
services to new customers and introducing RMAC's insurance product
to the its customer base.
Development and Acquisition Costs. The Company had no development
and acquisition costs in the quarter ended March 31, 1996, but had
$307,265 of such costs in the nine months ended March 31, 1997.
These costs equaled 3.7% of revenues in the nine month period and
were a result of the Company's expansion activities in two major
areas: (1) pursuing and negotiating affiliations or agreements with
physicians who have established occupational medicine practices or
patient bases which can be served in an occupational medical setting;
and (2) development costs for the insurance subsidiary. In the third
quarter, the Company eliminated several staff positions in the
business development and insurance division to better align its costs
with near term opportunities.
Other Income or Expense. Interest income for the nine months ended
March 31, 1997 of $245,303 was 3.0% of revenues, as compared to
$47,422 interest income for the same nine months in 1996. Interest
income was earned from funds invested from the proceeds of the
initial public offering and from the interest bearing investments
held by the insurance subsidiary. Interest expense increased in the
nine months ended March 31, 1997 to $279,878 from $72,636 for the
nine months ended March 31, 1996. A significant portion of the
existing debt at March 31, 1997 is seller financing in connection
with the addition of five clinics. A significant portion of the
seller financing was refinanced with the proceeds from the HealthCare
Financial Partners transaction completed on April 15, 1997. The
Company anticipates an increase in interest expense related to this
refinancing in the fourth quarter of this fiscal year.
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Net Income. As a result of the factors described above, in
particular, the factors contributing to increased revenue, increased
general and administrative expenses and interest expense, the Company
had net loss of $(622,714) before income tax in the nine months ended
March 31, 1997, or (7.5)% of revenues, as compared to $84,427 of net
income, or 2.8% of revenues, in the nine months ended March 31, 1996.
In the nine month period ended March 31, 1997, net loss after a net
income tax benefit of $148,000 totaled $(474,714), or (5.7)% of
revenues, as compared to $114,427 net income, or 3.8% of revenues in
the nine months ended March 31, 1996. At June 30, 1996, the Company
had approximately $1.149 million of net operating loss carryforwards
(for income tax reporting purposes) which expire in the years 2008
through 2010. However, the use of net operating loss carryforwards
may be limited or reduced due to the change in ownership as a result
of the February 1996 public offering, and, accordingly, the Company
may be able to utilize only a portion of its net operating loss
carryforwards. The impairment of the tax benefit as a result of the
net operating loss carryforwards was reduced from $324,000 in the
nine months ended March 31, 1997 due to the addition of medical
practices during that period and the historical profitability of such
practices, resulting in a $175,000 deferred tax benefit on the income
statement. Additionally, the Company has accrued $27,000 of
franchise taxes due to certain states resulting in a $148,000 net
deferred tax benefit.
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
NONE
ITEM 2 CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareholders was held March 10, 1997.
(b) The following were elected directors with terms until their
successor shall have been duly elected and qualified.
Votes for Votes Witheld
Donald F. Angle M.D. 4,189,882 102,744
Carl S. Luikart M.D. 4,189,882 102,744
Thomas J. Edwards 4,276,700 15,926
John P. Kennedy 4,276,700 15,926
Dale W. Willetts 4,189,882 102,744
W. Howard Haun 4,276,700 15,926
Stephen W. Cavanaugh 4,276,700 15,926
(c) To consider and act upon a proposal to approve amendments
to, and a restatement of, the Company's 1995 Omnibus Stock
Option Plan to (i) permit the issuance of an additional
500,000 shares of common stock pursuant to the Plan, and
(ii) to simplify administration of the Plan in accordance
with revisions to Section 16 of the Securities exchange
act of 1934.
For 2,430,386
Against 63,306
Abstain 30,190
Not voted 1,768,744
(d) To ratify the appointment of Ehrhardt Keefe Steiner &
Hottman PC as auditors of the Company.
For 4,141,933
Against 19,205
Abstain 131,408
(e) In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
or any and all adjournments thereof.
For 4,020,356
Against 29,435
Abstain 228,440
Not voted 14,395
ITEM 5 OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:
(a)Exhibits
27 Financial data schedule
(b) Reports on Form 8-K - None
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.
THE COMPANY DOCTOR
(Registrant)
Date: May 15, 1997 By: /s/ Shaun P. Mahoney
Shaun P. Mahoney
Chief Financial Officer
Date: May 15, 1997 By: /s/ Donald F. Angle
Donald F. Angle, M.D.
Chairman, President, Chief Executive Officer,
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1997
<PERIOD-END> MAR-31-1997 MAR-31-1997
<CASH> 1,253,015 1,253,015
<SECURITIES> 3,500,018 3,500,018
<RECEIVABLES> 2,376,462 2,376,462
<ALLOWANCES> 219,000 219,000
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,355,377 5,355,377
<PP&E> 2,960,053 2,960,053
<DEPRECIATION> 1,378,692 1,378,692
<TOTAL-ASSETS> 18,749,302 18,749,302
<CURRENT-LIABILITIES> 5,282,994 5,282,994
<BONDS> 0 0
0 0
0 0
<COMMON> 13,651,139 13,651,139
<OTHER-SE> (1,708,514) (1,708,514)
<TOTAL-LIABILITY-AND-EQUITY> 18,749,302 18,749,302
<SALES> 2,844,723 8,288,724
<TOTAL-REVENUES> 2,844,723 8,288,724
<CGS> 1,469,040 4,098,730
<TOTAL-COSTS> 3,177,124 8,876,863
<OTHER-EXPENSES> (71,106) (245,303)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 100,803 279,878
<INCOME-PRETAX> (362,098) (622,714)
<INCOME-TAX> 9,000 (148,000)
<INCOME-CONTINUING> (371,098) (474,714)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (371,098) (474,714)
<EPS-PRIMARY> (.07) (.09)
<EPS-DILUTED> (.07) (.09)
</TABLE>
