-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JmAZazmCr5F8PAVDZ5ycQrt6w7/JE/LBThQ7pXHFla0/wgk0gDSVZ3yal9qtV6DH VIHA1F3fAXTTZOKYi1ELWA== 0001036050-97-000365.txt : 19970616 0001036050-97-000365.hdr.sgml : 19970616 ACCESSION NUMBER: 0001036050-97-000365 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUIMED INC CENTRAL INDEX KEY: 0000892493 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 251668112 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27456 FILM NUMBER: 97624018 BUSINESS ADDRESS: STREET 1: 2171 SANDY DRIVE CITY: STATE COLLEGE STATE: PA ZIP: 16803 BUSINESS PHONE: (814) 238-0375 MAIL ADDRESS: STREET 1: 2171 SANDY DRIVE CITY: STATE COLLEGE STATE: PA ZIP: 16803 FORMER COMPANY: FORMER CONFORMED NAME: EQUIVISION INC DATE OF NAME CHANGE: 19930804 10-Q 1 FORM 10-Q Securities and Exchange Commission Washington, DC 20549 Form 10-Q (Mark One) {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 -------------- OF [] 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 0-27456 EQUIMED, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 25-1668112 --------------------------- ----------------- (State or other jurisdiction (I.R.S.Employer of incorporation) Identification No.) 2171 Sandy Drive State College, Pennsylvania 16801 --------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) (814) 238-0375 ------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former name or former address, 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 periods 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 --- Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date. Common Stock, $.0001 par value per share, 27,358,862 shares outstanding as of May 31, 1997. EquiMed, Inc. FORM 10-Q For the Quarter Ended March 31, 1997 PART 1 - FINANCIAL INFORMATION Page ------ Item 1: Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at December 31, 1996 and March 31, 1997 2 Condensed Consolidated Income Statements for the Three Months ended March 31, 1996 and 1997 3 Condensed Consolidated Statement of Stockholders' Equity for the Three Months ended March 31, 1997 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1997 5 Notes to Condensed Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 10 EquiMed, Inc Condensed Consolidated Balance Sheets (in thousands) (unaudited)
December 31 March 31 1996 1997 ------------ --------- Assets Current assets Cash and cash equivalents $ 27,010 $ 12,841 Accounts receivable, net 6,307 7,830 Receivables from affiliates 9,718 16,586 Prepaid expenses and other current assets 1,607 2,345 Deferred income taxes 3,171 3,529 ------- ------- Total current assets 47,813 43,131 Property and equipment, net 12,379 23,361 Management agreements, net of accumulated amortization 5,490 14,480 Advances to principal stockholder 5,025 2,286 Other assets 884 930 ------- ------- 71,591 84,188 ------- ------- Liabilities and stockholders' equity Current liabilities Accounts payable 1,312 2,334 Payable to affiliates 7,815 6,933 Accrued salaries and professional fees 3,243 3,407 Other accrued expenses 6,006 6,295 Income taxes payable 7,921 9,273 Current portion of long-term debt 686 2,342 Current portion of obligations under capital leases: Related parties 354 317 Other 717 2,680 ------- ------- Total current liabilities 28,054 33,581 Long-term debt, net of current portion 2,431 7,609 Obligations under capital leases, net of current portion: Related parties 1,545 1,397 Other 1,853 5,484 Deferred income taxes 771 771 Minority interest 1,473 1,765 Commitments and contingencies 0 0 Stockholders' equity: Preferred stock, 1,000,000 authorized 0 0 shares, none issued Common stock, $.0001 par value, authorized 100,000,000 shares, issued and outstanding 28,591,474 as of December 31, 1996 and issued 28,591,474 and outstanding 27,600,302 as of March 31, 1997 3 3 Less Treasury stock, 991,172 shares, at cost as of March 31, 1997 0 (3,611) Additional paid-in capital 81,600 81,600 Partner's Capital 657 657 Retained deficit (46,796) (45,068) ------- ------- 35,464 33,581 ------- ------- 71,591 84,188 ------- -------
See notes to condensed consolidated financial statements 2 EquiMed, Inc. Condensed Consolidated Income Statements (in thousands, except per share amounts) (Unaudited) Three months ended March 31, 1996 1997 ------- ------- Net revenues $20,732 $17,707 Costs and expenses: Professional fees and expenses 5,287 3,621 Treatment and support services 7,756 6,274 General and administrative expenses 2,501 1,632 Depreciation and amortization 1,121 1,122 Amortization of EquiVision, Inc. acquisition 159 0 Interest expense: Related parties 234 161 Other 406 412 Loss on sale of receivables 209 127 Other income, net (137) (89) ------- ------- Total costs and expenses 17,536 13,260 Income (loss) before minority interest, extraordinary items and income taxes 3,196 4,447 Minority interest 113 292 ------- ------- Income before income taxes 3,083 4,155 Provision for income taxes 1,298 1,352 Cumulative adjustment to establish deferred income taxes 1,277 0 ------- ------- Total provision for income taxes 2,575 1,352 Net income before extraordinary charge 508 2,802 Extraordinary charge from refinancing of debt, net of income taxes 127 0 ------- ------- Net income 381 2,802 ------- ------- Net income per share before extraordinary charge $ 0.02 $ 0.10 Extraordinary charge -- -- ------- ------- Pro forma net income per share $ 0.02 $ 0.10 ------- ------- Weighted average common shares and equivalents 25,327 28,035 ------- ------- See notes to condensed consolidated financial statements 3
EquiMed, Inc. Condensed Consolidated Statement of Stockholders' Equity Three Months Ended March 31, 1997 (Unaudited) (in thousands, except share amounts) Common Stock Additional - - Treasury Stock Paid-in Partner's Retained Shares Amount Shares Cost Capital Capital Deficit Total -------------- ------- -------- -------- ---------- ---------- -------- ------- Balance, December 31, 1996 28,591,474 $3 0 0 $81,600 $657 ($46,796) $35,464 Dividend (1,074) (1,074) Repurchase of common stock using Treasury method 991,173 (3,611) (3,611) Net Income 2,802 2,802 -------------- ------- -------- -------- ---------- ---------- -------- ------- Balance, March 31, 1997 28,591,474 $3 991,173 (3,611) $81,600 $657 ($45,068) $33,581 ============== ======= ======== ======== ========== ========== ======== =======
See notes to condensed consolidated financial statements 4 EquiMed, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three months ended March 31 1996 1997 ------- ------- Cash flows from operating activities Net income (loss) $ 381 $2,802 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,281 1,122 Deferred income taxes 1,277 0 Minority interest 113 292 Changes in operating assets and liabilities, net of acquired businesses Accounts receivable (1,464) (1,523) Receivables from/payable to affiliates (424) (7,750) Prepaid expenses and other current assets (471) (738) Accounts payable (586) 1,022 Accrued salaries and benefits (516) 164 Other accrued expense 208 289 Income taxes payable (1,051) 1,352 ---------- ------- Net cash (used in) by operating activities (1,252) (2,967) Cash flows from investing activities Payments for practices acquired, net of cash acquired (1,530) (5,933) Purchase of property and equipment (218) (604) Decrease in other assets 148 (46) ---------- ------- Net cash used in investing activities (1,600) (6,583) Cash flows from financing activities Proceeds from long-term borrowings 8,425 591 Repayment of long-term debt (19,448) (160) Proceeds from issuance of common stock 24,221 0 Repurchase of common stock 0 (3,611) Repayment of obligations under capital leases: Related parties (2,976) (185) Other (1,715) (180) Distributions: Primary owner (3,543) (1,074) Minority owners (8) 0 ---------- ------- Net cash provided by (used in) financing 4,956 (4,619) activities ---------- ------- Net increase/(decrease) in cash 2,104 (14,169) Cash at beginning of period 824 27,010 ---------- ------- Cash at end of period 2,928 12,841 ---------- ------- See notes to condensed consolidated financial statements 5 EquiMed, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 1997 1. BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION EquiMed, Inc., a Delaware corporation ("EquiMed" or the "Company") is the legal successor to EquiVision, Inc., a Pennsylvania corporation ("EquiVision"), which was incorporated in October 1991 and commenced operations as an ophthalmology-related and physician practice management business, effective January 1, 1992. EquiVision completed its initial public offering in November 1993 and has been a reporting company under the Securities Exchange Act of 1934 (the "Exchange Act") since that time. EquiMed is the result of the merger between EquiVision and Colkitt Oncology Group, Inc., a Delaware corporation (the "Oncology Group"), and the subsequent reincorporation merger of EquiVision with and into its wholly owned Delaware subsidiary, EquiMed. These two mergers are referred to collectively herein as the "Merger." The business combination of the Oncology Group and EquiVision was accounted for as a reverse purchase. As a result, the Oncology Group was considered for financial reporting purposes as the acquiror. The Merger was consummated on February 2, 1996, and a follow-up public offering was completed on February 15, 1996 consisting of shares sold by the Company and a selling stockholder. The Oncology Group was formed in order to facilitate the acquisition by EquiVision, of Equimed Common Stock and the subsequent acquisition by EquiMed, of the stock and assets of various corporations, partnerships and joint ventures owning or controlling 30 radiation oncology centers comprising the Oncology Group. Pursuant to the merger agreement the stockholders of the Oncology Group received approximately 21 million shares of the Company's common stock (the "Common Stock"). Douglas R. Colkitt, M.D., the principal stockholder of the Oncology Group, is currently the Chairman, Chief Executive Officer and also the principal stockholder of the Company. Dr. Colkitt became the Chief Executive Officer of EquiMed on January 1, 1997. Pursuant to the Merger, EquiMed succeeded to all of the assets, liabilities and contractual obligations of EquiVision and of the Oncology Group. In addition to the acquisition of the radiation oncology centers, the Oncology Group had entered into management agreements (the "Management Agreements") with the professional corporations affiliated with such radiation oncology centers and owned by Dr. Colkitt. These professional corporations employ physicians that maintain medical practices and provide medical care to patients receiving treatment at the radiation oncology centers. In general, the Management Agreements provide that EquiMed, as the surviving corporation of the Merger, must supply the professional corporations with offices and facilities, non-professional personnel, inventory, supplies and management and administrative services. Under the terms of the Management Agreements, EquiMed is responsible for billing and collecting the receivables of the professional corporations. Although each professional corporation has legal title to its receivables and net revenues from patient care, EquiMed is an agent of each of the professional corporations for purposes of billing and collection activities. The Company currently owns, operates or manages 35 radiation oncology centers (the "Oncology Centers") and operates or manages the professional corporations affiliated with such Oncology Centers. In addition, the Company currently manages five complementary subspecialty medical practices in medical oncology, urology, and internal medicine. The professional corporations and the subspecialty medical practices are hereinafter collectively referred to as the "Affiliated Medical Practices." EquiMed is a transnational holding company for a group of companies focused primarily on the provision of physician practice management services, information technology and outsourcing services primarily to the health care industry. The Company provides medical practice management services to the Oncology Centers and Affiliated Medical Practices. In addition, through its management services organization division (the "MSO Division") the Company provides data processing, billing, accounting, collections and other administrative and outsourcing services to the health care industry and other businesses. The Oncology Centers and Affiliated Medical Practices provide medical services in selected U.S. geographic markets. Through wholly and majority owned subsidiaries, the Company also engages in real estate leasing, provides medical and legal transcription services, established and operates a cosmetic laser treatment center and is involved, through a captive insurance company, in the reinsurance of professional liability for the Oncology Centers and the Affiliated Medical Pratices and workers' compensation insurance. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a presentation have been included. Operating results for the three month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the financial statements and footnotes thereto in the Company's annual report on Form 10-K for the year ended December 31, 1996. 6 EQUIMED, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. OTHER BUSINESS ACQUISITIONS On January 1, 1997, the Company acquired several support companies from Douglas R. Colkitt, M.D. for $2,738,755 in cash (including acquisition costs). These business combinations have been accounted for as purchases. Purchase price in excess of book value of these related entities wholly owned by Dr. Colkitt have been reflected as dividends paid. On January 3, 1997, the Company acquired the assets of Prophecy Health Management, Inc. for $500,000, consisting of $450,000 in cash (including acquisition costs) and notes payable in the amount of $50,000. The business combination was accounted for as a purchase. On January 8, 1997, the Company acquired the assets of three court reporting companies known as Doyle Court Reporting for $4,473,471, consisting of $2,473,471 in cash (including acquisition costs), and notes payable in the amount of $2,000,000 plus an additional earn-out of $300,000 in cash. The business combination was accounted for as a purchase. On February 5, 1997, the Company acquired the assets of Riverdale Home Therapies, Inc. for $2,271,000 in cash (including acquisition costs). The business combination was accounted for as a purchase. On February 11, 1997, the Company acquired the assets of Oaklane Cancer & Hematology Clinic for $2,291,000, consisting of $1,191,000 in cash (including acquisition costs) and notes payable in the amount of $1,100,000. The business combination was accounted for as a purchase. A summary of assets acquired in the business combinations accounted for as purchases, during the three months ended March 31, 1997 is (in thousands): Cash 319 Accounts receivable 346 Prepaid expense and other current assets 643 Property & equipment 11,457 Management services agreements 8,913 --------- $ 21,566 --------- The pro forma unaudited results of operations for the three months ended March 31, 1996 and 1997, assuming consummation of the purchases described above, as of January 1, 1996, are (in thousands, except per share amounts).
THREE MONTHS ENDED MARCH 31 1996 1997 - ------------------------------------------------------- Net Revenues $23,879 $17,961 Income before extraordinary items 1,080 2,894 Net Income 953 2,894 Net income per share before extraordinary item .04 .10 Net income per share .03 .10
7 EQUIMED, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. BUSINESS DISPOSITIONS Effective on November 1, 1996, the Company sold its opthalmology centers (the "Ophthalmology Division") to Physician Resource Group and its wholly owned subsidiary, PRG Georgia, Inc. (collectively, "PRG"). The consideration received by the Company for the sale to PRG was approximately $55,077,000 in cash and the assumption by PRG of approximately $16,611,000 of liabilities. In addition, the Company agreed to assist PRG in its acquisition of additional ophthalmology practices from November 1996 to April 1997 in consideration for negotiated fees and expenses based on the number of additional ophthalmology practice acquisitions accomplished in such period. The operating results of the Ophthalmology Division included in the Company's 1996 results of operations for the period from February 1, 1996 through March 31, 1996 are as follows (amounts in thousands): Net revenues 7,875 Cost and expenses Professional expenses 2,078 Center operating expenses 3,701 General and administrative expenses 1,193 Depreciation and amortization 504 Interest expense 157 Other income, net 0 ----- Total costs and expenses 7,633 Net income before taxes 242 Provision for income taxes 92 ----- Net income 150 4. COMMITMENTS AND CONTINGENCIES In connection with the Merger, Dr. Colkitt has indemnified the Company from any income tax liabilities, if any, not reflected in the financial statements of the Oncology Group related to any period or periods prior to the Merger (the "General Indemnification Agreement"). On March 21, 1996, the Company entered an appearance as a plaintiff to a declaratory judgment action commenced August 30, 1995, in the Delaware Court of Chancery. The litigation seeks a declaration that the merger of the non-professional component of eight oncology centers into the Oncology Group prior to the Merger was effected in accordance with applicable Delaware law and that the merger consideration was fair to the interests held by minority shareholders (the "Minority Holders") in connection with the purchase of their shares. The Minority Holders have filed answers and counterclaims in the Delaware action against the Company and other counterclaim defendants for breach of fiduciary duty, breach of contract, fraud and other violations of Delaware statutory law. The counterclaims seek rescision of the August 1995 mergers of the eight corporations and compensatory and / or rescissory damages. The Minority Holders allege that the value of their holdings that were cancelled pursuant to these mergers exceeded $50,000,000. While Dr. Colkitt and the entities that were merged into the Company pursuant to the Merger believe they have meritorious defenses to the allegations of the Minority Holders, Dr. Colkitt has entered into an agreement with the Company to fully indemnify the Company against any damage, loss, expense or liability, including attorneys' fees and expenses, incurred by the Company resulting from the litigation with the Minority Holders (the "MH Indemnification Agreement"). As a part of the General and MH Indemnification Agreements, Dr. Colkitt is required to place shares of the Company's stock held by him with the Company. Dr. Colkitt has placed shares of the Company's stock with the Company based upon the Company's estimate of any potential damage, loss, expense or liability, including attorneys' fees and expenses, which may be incurred by the Company resulting from the litigation with the Minority Holders and from any income tax liabilities not reflected in the financial statements of the Oncology Group related to any period or periods prior to the Merger. Based on management's knowledge of the facts to date and consultation with its legal advisors, management believes the ultimate disposition of these matters will not have an adverse effect on the Company's financial position or the results of operations. On May 15, 1997, the Company filed Demand for Arbitration before the American Arbitration Association in Philadelphia, Pennsylvania to enforce certain terms of the Asset Purchase Agreement dated October 7, 1996 between the Company and PRG (the "Agreement") and to recover damages for breach of the Agreement by PRG. Under the Agreement, the Company sold substantially all of the assets of its Ophthalmology Division to PRG and also agreed, during the period beginning November 1996 and ending April 1997, to assist PRG in the acquisition of additional ophthalmology practices. In return for such additional services, the Company is entitled to receive from PRG certain fees and expenses based upon the status of such additional acquisitions as of May 15, 1997. PRG failed to make the May 15, 1997 payment to the Company and has advised the Company that it does not intend to make such payment. Under the Demand for Arbitration, the Company is also seeking damages in connection with PRG's refusal to provide the Company's representatives with access to financial records of the Ophthalmology Division, which refusal had delayed the Company's ability to complete its annual audit and filings required under the Securities Exchange Act of 1934, as amended. There can be no assurance that PRG will not assert a material counterclaim against the Company. The Company is insured with respect to medical malpractice risks on a claims-made basis. Should these claims-made policies not be renewed or replaced with equivalent insurance, claims based on occurrences during the term of the respective policies, but asserted subsequently would be uninsured. The Company has been named in two actions relating to professional liability claims at one of its ophthalmology centers. The claims pertain to a period when the Company was partially self insured for that center. The Company intends to defend these claims vigorously and believes it has meritorious defenses. Management believes the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position or the results of operations. The Company and its subsidiaries are not parties nor is the Company's property subject to any other material litigations or proceedings, other than the litigation described above and other litigation incidental to business. 8 EQUIDMED, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. RELATED PARTY TRANSACTIONS The Company entered into a receivables purchase agreement on April 27, 1995. Under the terms of the agreement, receivables are transferred to Oncology Funding Corporation (a company that is wholly-owned by Dr. Colkitt) which then factors the receivables with an unrelated financing company, John Alden Asset Management Company ("Alden"). The factored receivables may be denied by Alden for various reasons including nonpayment by the payor. The transfer of receivables to Alden is recognized as a sale and the difference between the sales price (adjusted for the accrual of probable adjustments) and the net receivables is recognized as a gain or loss on the sale of receivables. During 1996 and through March 31, 1997, the Company failed to comply with certain covenants of the receivable purchase agreement. Remedies available to Alden due to these events of noncompliance include termination of the receivable purchase agreement. Proceeds to the Company from receivables sold under this agreement were approximately $8,278,000 for the three months ended March 31, 1997. At March 31, 1997, the balance of receivables transferred that remain uncollected was approximately $4,984,000. The Company has contracted with National Medical Financial Services ("NMFS"), a company in which Dr. Colkitt is the Chairman and a principal shareholder, to perform billing services for the Company. Effective January 1, 1995, the contract with NMFS was renegotiated and the fee for billing services was reduced to 3% of collected revenue. In addition, NMFS agreed to begin performing accounting services for the Company for a fee of 1% of collected revenues. As a result, a portion of the Company's accounting personnel were transferred to a company controlled by Dr. Colkitt and a subcontractor of NMFS. During the three months ended March 31, 1996 and 1997, the Company expensed $585,000 and $545,000, respectively, for services provided by NMFS. The Company estimates that the cost to provide these services internally, prior to the contract with NMFS, was approximately 3% of net revenues. 6. SUBSEQUENT EVENTS Effective April 1, 1997, the Company also acquired from Dr. Colkitt all of the capital stock of a group of management services companies including Russell Data Services, Inc., Billing Services Inc., Trident International Accounting, Inc., Tiger Communications International, Ltd and an 80% interest in Nittany Decision Services Private Limited (collectively, the "Management Services Companies"). The total consideration paid for the Management Services Companies was $6,000,000 plus a potential earn-out of up to $9,300,000 payable in Common Stock in the event the Management Services Companies achieve aggregate combined pre- tax earnings of 3,500,000 in 1997. 7. ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard no. 128 "Earnings per Share" ("SFAS 128"), which will change the current method of computing earnings per share. The new standard requires presentation of "basic earnings per share" and "diluted earnings per share" amounts, as defined. SFAS 128 will be effective for the Company's quarter and year ending December 31, 1997, and upon adoption, all prior-period earnings and per share data presented will be restated to conform with the provisions of the new pronouncement. Application earlier than the Company's quarter ending December 31, 1997 is not permitted. The Company does not believe the application of the new standard will materially impact the financial statements. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results Of Operations At March 31, 1997, the Company owned, operated or managed 35 radiation oncology centers, operated or managed the Affiliated Medical Practices associated with such oncology centers and five complementary subspecialty medical practices. In addition, the Company owned three equipment or real estate leasing companies, two transcription companies and had established billing, collections and other outsourcing subsidiaries and a captive insurance company. At March 31, 1996, the Company owned, operated or managed 34 oncology centers and 20 ophthalmology centers. The decrease in centers owned, operated or managed was attributable to the sale of the Ophthalmology Division offset by acquisitions of four complementary medical practices, one oncology center, three leasing companies and two transcription companies during the twelve month period ended March 31, 1997. Net revenues for the three months ended March 31, 1997 decreased 14.6% to $17,707,000 from $20,732,000 for the same period in 1996. The decrease in net revenues was attributable to the sale of ophthalmology centers (which generated net revenues of $7,875,000 in the three months ended March 31, 1996) offset by the net revenues of 4,676,000 generated by the newly acquired businesses in the three month period ended March 31, 1997. Professional fees and expenses are incurred at center locations and consist of physician compensation and liability insurance. Physicians are primarily compensated on either the profitability of an individual center or a percentage of professional fees generated. Professional fees and expenses during the three month period ended March 31, 1997 decreased 31.5% to $3,621,000 from $5,287,000 for the same period in 1996. These decreased expenses resulted from the sale of Ophthalmology Division. As a percentage of net revenues, professional fees and expenses decreased to 20.5% in the three month period ended March 31, 1997 from 25.5% in the same period in 1996. This decrease was due to a change in the mix of the businesses included with the Company. Treatment and support services consist of center-related, non-physician payroll costs, medical, treatment, and optical cost, marketing and other center- related cost. Treatment and support services during the three month period ended March 31, 1997 decreased 18.5% to $6,274,000 from $7,756,000 for the same period in 1996. These decreased expenses resulted from the sale of ophthalmology offset by subsequent acquisitions. As a percentage of net revenues, treatment and support services decreased to 35.4% in 1997 from 37.4% in 1996. This decrease was due to a change in the mix of businesses included with the Company. General and administrative expenses consist of billing, accounting, development, legal and corporate administrative expense. General and administrative expenses during the three months ended March 31, 1997 decreased 34.7% to $1,632,000 from $2,501,000 for the same period in 1996. As a percentage of net revenues, general and administrative expenses decreased to 9.2% in 1997 from 12.1% in 1996. These decreased expenses resulted from the sale of the Ophthalmology Division. Depreciation consists of depreciation of property and equipment. Amortization consists primarily of the amortization of excess costs of acquired businesses over fair value of the net identifiable assets acquired in connection with acquisitions. Depreciation and amortization decreased to $1,122,000, or 6.3% of net revenues, for the three month period ended March 31, 1997 from $1,121,000, or 5.4% of net revenues for the same period in 1996. There was no material change due to the mix of the businesses included with the Company, as a result of acquisitions. Interest expense decreased to $700,000, or 4.0% of net revenues, for the three month period ended March 31, 1997 from $849,000, or 4.1% of the net revenues for the same period in 1996, primarily as a result of decreased borrowings and the repayment of debt. Minority interest primarily represents interest in individual cancer centers held by entities other than the Company. Such entities have included hospitals or other such health care providers which enter into affiliation arrangements with the Company. Minority interest in the earnings of such centers increased to $292,000, or 1.6% of net revenue for the three month period ended March 31, 1997 from $113,000, or .6% of net revenues for the same period in 1996. This increase was primarily the result of improved profitability of those centers with minority interest holdings. During the three month period ended March 31, 1997, the Company recorded income tax expense of $1,352,000. During the three month period ended March 31, 1996, the Company recorded income tax expense of $1,298,000. 10 Liquidity And Capital Resources At March 31, 1997, the Company had cash and cash equivalents of $12,841,000. During the three month period ended March 31, 1997, the Company used cash in operating activities of $2,967,000 and used cash in investing and financing activities of $6,583,000 and $4,619,000, respectively. Cash flows from operating activities during the three month period ended March 31, 1997 included net income of $2,802,000 and a subsequent adjustments for cash provided by depreciation and amortization of $1,122,000. Cash was provided by increases in accounts payable, accrued salaries, accrued expenses and income taxes payable of $1,022,000, $164,000, $289,000 and $1,352,000, respectively, offset by accumulation of accounts receivable and related party receivables of $1,523,000 and $7,750,000, respectively. The accumulation of accounts receivable was attributable to a reduction in the level of accounts receivable sold under the Company's factoring arrangement. The Company's principal sources of liquidity for working capital and current operations will be its factoring arrangement and cash flows from operations. The Company has been considering other capital alternatives to finance its acquisitions strategy. While the Company believes it will be able to secure adequate funds which, when combined with the issuance of common stock and promissory notes, will enable it to consummate its planned acquisitions, there can be no assurance that it will be able to do so. 11 PART II - OTHER INFORMATION Item 1: Legal Proceedings On May 15, 1997, the Company filed Demand for Arbitration before the American Arbitration Association in Philadelphia, Pennsylvania to enforce certain terms of the Asset Purchase Agreement dated October 7, 1996 between the Company and PRG (the "Agreement") and to recover damages for breach of the Agreement by PRG. Under the Agreement, the Company sold substantially all of the assets of its Ophthalmology Division to PRG and also agreed, during the period beginning November 1996 and ending April 1997, to assist PRG in the acquisition of additional ophthalmology practices. In return for such additional services, the Company is entitled to receive from PRG certain fees and expenses based upon the status of such additional acquisitions as of May 15, 1997. PRG failed to make the May 15, 1997 payment to the Company and has advised the Company that it does not intend to make such payment. Under the Demand for Arbitration, the Company is also seeking damages in connection with PRG's refusal to provide the Company's representatives with access to financial records of the Ophthalmology Division, which refusal had delayed the Company's ability to complete its annual audit and filings required under the Securities Exchange Act of 1934, as amended. There can be no assurance that PRG will not assert a material counterclaim against the Company. Item 5: Other Information [No response required] Item 6: Exhibits and Reports on Form 8-K (a) Exhibits (11) Statement re: computation of earnings per share (27) Financial Data Schedule (b) Reports on Form 8-K Current Report on Form 8-K filed January 28, 1997 reporting an acquisition under Item 5. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EQUIMED, INC. /s/ Douglas R. Colkitt ----------------------- Douglas R. Colkitt Chairman and Chief Executive Officer /s/ Daniel Beckett ------------------------ Daniel Beckett Chief Financial Officer June __, 1997 13 EX-11 2 STATEMENT REGARDING COMPUTATION OF EARNINGS EXHIBIT 11
EQUIMED, INC. STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE (in thousands, except per share amounts) Three months ended March 31, 1996 1997 ---------------- Primary: Weighted average common 25,045 28,035 shares outstanding Net effect of dillutive stock options and warrants- based on the treasury stock method using average market price 282 -- --------- -------- Weighted average common share and equivalent outstanding 25,327 28,035 --------- -------- Net Income (loss) 381 2,802 --------- -------- Net income per share 0.02 0.10 --------- -------- Fully Diluted: Weighted average common shares outstanding 25,045 28,035 Net effect of dillutive stock options and warrants- based on the treasury stock method using average market price 282 -- --------- -------- Weighted average common share and equivalent outstanding 25,327 28,035 --------- -------- Net Income (loss) 381 2,802 --------- -------- Net income per share 0.02 0.10 --------- --------
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF EQUIMED, INC. FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 MAR-31-1997 12,841 0 7,830 0 0 43,131 23,361 0 84,188 33,581 19,829 0 0 77,989 (45,068) 84,188 0 17,707 0 12,649 (89) 0 700 4,155 1,352 2,802 0 0 0 2,802 .10 .10
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