-----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, Ezcch1skJg9F/8yDIBQWsYnNv42FP6DYsgKQXAeWJVLyVl4a7MjnSEY17dMtvtwc 3krwVIW2QCV+qiYtvVVK9w== 0000899243-01-501071.txt : 20010802 0000899243-01-501071.hdr.sgml : 20010802 ACCESSION NUMBER: 0000899243-01-501071 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US ONCOLOGY INC CENTRAL INDEX KEY: 0000943061 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 841213501 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26190 FILM NUMBER: 1694466 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STREET 2: STE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818732674 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ONCOLOGY RESOURCES INC /DE/ DATE OF NAME CHANGE: 19950327 10-Q 1 d10q.txt FORM 10-Q FOR PERIOD ENDED JUNE 30, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 June 30, 2001 Or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-26190 US Oncology, Inc. (Exact name of registrant as specified in its charter) Delaware 84-1213501 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 16825 Northchase Drive, Suite 1300 Houston, Texas 77060 (Address of principal executive offices) (Zip Code) (832) 601-8766 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- As of July 26, 2001, 94,717,589 shares of the Registrant's Common Stock were outstanding. In addition, as of July 26, 2001, the Registrant had agreed to deliver 9,529,867 shares of its Common Stock on certain future dates for no additional consideration. US ONCOLOGY, INC. FORM 10-Q JUNE 30, 2001 Table of Contents
Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements................................ 3 Condensed Consolidated Balance Sheet....................................... 3 Condensed Consolidated Statement of Operations and Comprehensive Income.............................................. 4 Condensed Consolidated Statement of Cash Flows............................. 5 Notes to Condensed Consolidated Financial Statements....................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................... 11 Item 3. Quantitative and Qualitative Disclosures about Market Risks................ 19 PART II. OTHER INFORMATION Item 1. Legal Proceedings.......................................................... 21 Item 2. Changes in Securities...................................................... 22 Item 4. Submission of Matters to a Vote of Security Holders........................ 22 Item 6. Exhibits and Reports on Form 8-K........................................... 23 SIGNATURES 24
-2- PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS US ONCOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except par value)
June 30, December 31, 2001 2000 --------------- -------------- ASSETS (unaudited) Current assets: Cash and equivalents...................................................... $ 12,108 $ 3,389 Accounts receivable....................................................... 313,295 337,360 Prepaid expenses and other current assets 39,425 44,904 Due from affiliates ...................................................... 51,165 72,380 --------------- -------------- Total current assets.......................................... 415,993 458,033 Property and equipment, net..................................................... 274,662 270,299 Management service agreements, net.............................................. 389,602 398,397 Deferred income taxes........................................................... 29,493 38,404 Other assets.................................................................... 24,826 25,929 --------------- -------------- $ 1,134,576 $ 1,191,062 =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term indebtedness.............................. $ 24,936 $ 23,910 Accounts payable.......................................................... 148,909 153,980 Due to affiliates ........................................................ 11,171 8,044 Income taxes payable...................................................... 12,912 9,154 Other accrued liabilities................................................. 64,981 73,933 --------------- -------------- Total current liabilities..................................... 262,909 269,021 Long-term indebtedness.......................................................... 226,727 300,213 --------------- -------------- Total liabilities............................................. 489,636 569,234 Minority interest............................................................... 1,507 1,506 Stockholders' equity: Preferred Stock, $.01 par value, 1,500 shares authorized, none issued and outstanding........................................................... Series A Preferred Stock, $.01 par value, 500 shares authorized and reserved, none issued and outstanding................................. Common Stock, $.01 par value, 250,000 shares authorized, 94,659 and 93,837 issued, 90,835 and 89,299 outstanding.......................... 947 939 Additional paid in capital................................................ 463,406 457,348 Common Stock to be issued, approximately 9,440 and 10,370 shares.......... 62,962 69,666 Treasury Stock, 3,824 and 4,538 shares.................................... (18,271) (21,416) Retained earnings......................................................... 134,389 113,785 --------------- -------------- Total stockholders' equity.................................... 643,433 620,322 --------------- -------------- $ 1,134,576 $ 1,191,062 =============== ==============
The accompanying notes are an integral part of this statement. -3- US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share data) (unaudited)
Three Months Six Months Ended June 30, Ended June 30, -------------- --------------- 2001 2000 2001 2000 -------- -------- -------- -------- Revenue................................................. $380,828 $326,506 $746,479 $631,008 Operating expenses Pharmaceuticals and supplies...................... 196,759 163,245 384,632 310,915 Field compensation and benefits................... 80,659 70,332 158,978 131,526 Other field costs................................. 47,077 36,654 92,076 73,800 General and administrative........................ 11,778 11,861 23,764 25,474 Depreciation and amortization..................... 17,400 19,170 34,553 37,532 Restructuring and other charges................... - 3,166 5,868 3,166 -------- -------- -------- -------- 353,673 304,428 699,871 582,413 -------- -------- -------- -------- Income from operations.................................. 27,155 22,078 46,608 48,595 Interest expense, net................................... (6,641) (5,987) (13,380) (13,111) Gain on investment in common stock...................... - - -- 27,566 -------- -------- -------- -------- Income before income taxes.............................. 20,514 16,091 33,228 63,050 Income tax provision.................................... 7,796 6,115 12,627 23,959 -------- -------- -------- -------- Net income and comprehensive income..................... $ 12,718 $ 9,976 $ 20,601 $ 39,091 ======== ======== ======== ======== Net income per share - basic............................ $ 0.13 $ 0.10 $ 0.21 $ 0.38 ======== ======== ======== ======== Shares used in per share calculations - basic........... 100,022 102,060 99,804 101,902 ======== ======== ======== ======== Net income per share - diluted.......................... $ 0.13 $ 0.10 $ 0.21 $ 0.38 ======== ======== ======== ======== Shares used in per share calculations - diluted......... 100,306 102,139 100,177 102,039 ======== ======== ======== ========
The accompanying notes are an integral part of this statement. -4- US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (unaudited)
Six Months Ended June 30, -------------- 2001 2000 -------- --------- Cash flows from operating activities: Net income...................................................................... $ 20,601 $ 39,091 Non cash adjustments: Restructuring and other charges................................................. 331 1,514 Realized gain on investment in common stock..................................... - (27,566) Depreciation and amortization................................................... 34,553 37,532 Deferred income taxes........................................................... 8,911 3,910 Undistributed earnings in joint ventures........................................ - 349 Changes in operating assets and liabilities:.................................... 43,267 1,422 -------- --------- Net cash provided by operating activities................................ 107,663 56,252 -------- --------- Cash flows from investing activities: Acquisition of property and equipment........................................... (30,512) (28,005) Net payments in affiliation transactions........................................ (565) ( 11,674) Proceeds from sale of investment in common stock................................ - 54,824 -------- --------- Net cash (used) provided by investing activities......................... (31,077) 15,145 -------- --------- Cash flows from financing activities: Proceeds from Credit Facility................................................... 20,000 56,000 Repayment of Credit Facility.................................................... (80,000) (93,000) Repayment of other indebtedness................................................. (10,926) (14,750) Purchase of Treasury Stock...................................................... - (14,554) Proceeds from exercise of options............................................... 3,059 475 -------- --------- Net cash used by financing activities.................................... (67,867) (65,829) -------- --------- Increase in cash and equivalents................................................... 8,719 5,568 Cash and equivalents: Beginning of period............................................................. 3,389 11,381 -------- --------- End of period................................................................... $ 12,108 $ 16,949 ======== ========= Interest Paid...................................................................... $ 7,887 $ 16,512 Taxes Paid......................................................................... - $ 16,988 Non cash transactions: Value of Common Stock to be issued in affiliation transactions.................. $ 337 $ 5,570 Delivery of Common Stock in affiliation transactions............................ 6,148 16,497 Debt issued in affiliation transactions......................................... 1,145 9,808 Debt assumed in affiliation transactions........................................ - 900 Debt issued to finance insurance premiums....................................... - 1,315
The accompanying notes are an integral part of this statement. -5- US Oncology, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and in accordance with Form 10-Q and Rule 10.01 of Regulation S-X. 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, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as disclosures on contingent assets and liabilities. Because of inherent uncertainties in this process, actual future results could differ from those expected at the reporting date. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in US Oncology, Inc.'s Form 10-K filed with the Securities and Exchange Commission on March 28, 2001. NOTE 2 - Revenue Net patient revenue for services to patients by the practices affiliated with the Company is recorded when services are rendered based on established or negotiated charges reduced by contractual adjustments and allowances for doubtful accounts. Differences between estimated contractual adjustments and final settlements are reported in the period when final settlements are determined. Net patient revenue of the practices is reduced by amounts retained by the practices under the Company's service agreements to arrive at the Company's service revenue. Amounts retained by the affiliated physician groups for physician compensation are primarily derived under two management service agreement models. Under the first model (the net revenue model), amounts retained by physician groups are based upon a specified amount (typically 23% of net revenue) and, if certain financial criteria are satisfied, an incremental amount. Under the second model (the earnings model), amounts retained by practices are based upon a percentage (typically 65% - 75%) of the difference between net patient revenues less direct expenses, excluding interest expense and taxes. The following presents the amounts included in the determination of the Company's revenue (in thousands):
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 -------- -------- -------- -------- Net patient revenue....................... $489,126 $425,018 $960,711 $825,265 Amounts retained by practices............. 108,298 98,512 214,232 194,257 -------- -------- -------- -------- Revenue................................... $380,828 $326,506 $746,479 $631,008 ======== ======== ======== ========
The Company's most significant service agreement, which is the only service agreement that represents more than 10% of revenue to the Company, is with Texas Oncology, P.A. (TOPA). TOPA accounted for approximately 23.5% and 24.2% of the Company's total revenue for the three months ended June 30, 2001 and 2000, respectively, and 24.0% and 24.0% for the six months ended June 30, 2001 and 2000, respectively. -6- US Oncology, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) NOTE 3 - Gain on Sale of Investment in Common Stock In March 2000, the Company sold its equity investment in ILEX Oncology, Inc. in a private sale transaction and realized proceeds of $54.8 million, or $38.8 million net of tax. Included in other income for the first six months of 2000 is $27.6 million related to a gain on disposal of this stock. A previous gain of $14.4 million was recognized during the fourth quarter of 1999 as a result of the Company's reclassification of the ILEX stock as a trading security. NOTE 4 - Restructuring and Other Charges In the fourth quarter of 2000, the Company comprehensively analyzed its operations and cost structure, with a view to repositioning the Company to effectively execute its strategic and operational initiatives. This analysis focused on non-core assets and activities of the Company to determine whether they were still consistent with the Company's strategic direction. As a result of this analysis, during the fourth quarter of 2000, the Company recorded the following charges (in thousands):
Restructuring Payments to Payments to Expenses Settle Asset Accrual at Settle Accrual at in 2000 Obligations Write-downs December 31, 2000 Obligations June 30, 2001 ------------- ----------- ----------- ----------------- ----------- ------------- Abandonment of IT Systems $ 6,557 $ 6,557 Impairment of home health business 6,463 6,463 Severance of employment agreement 466 $ 36 $ 430 $ 108 $ 322 Site closures 2,636 562 655 1,419 205 1,214 ------- ---- ------- ------ ------ ------ Total $16,122 $598 $13,675 $1,849 $ 313 $1,536 ======= ==== ======= ====== ====== ======
The Company has recognized a deferred income tax benefit for substantially all of these charges, as many of these items will be deductible for income tax purposes in subsequent periods. In the first quarter of 2001, the Company announced plans to further reduce overhead costs through reductions in corporate staff, consolidating administrative offices, closing additional facilities and abandoning certain software applications. The Company has recognized and accounted for these costs in accordance with the provisions of Emerging Issues Task Force Consensus No. 94-3 "Accounting for Restructuring Costs". As a result, the Company recorded the following pre-tax charges during the first quarter of 2001 (in thousands):
Payments to Payments to Restructuring Settle Accrual at Settle Accrual at Expenses Obligations March 31, 2001 Obligations June 30, 2001 ------------- ----------- -------------- ----------- ------------- Costs related to personnel reductions $3,113 $ 1,868 $ 1,245 $1,245 Closure of facilities 2,455 73 2,382 181 2,201 Abandonment of software applications 300 - 300 300 - ------ -------- ------- ---- ------ Total $5,868 $ 1,941 $ 3,927 $481 $3,446 ====== ======== ======= ==== ======
As indicated above, during the first quarter of 2001, the Company announced plans to reduce corporate overhead and eliminated approximately 50 positions. As a result, the Company recorded a charge of $3.1 million during the first quarter. The Company also determined that it will close several sites, abandoning leased facilities, and recognized a charge of $2.5 million for remaining lease obligations and related improvements. In addition, the Company decided to abandon certain software applications and recorded a charge of $300,000. -7- US Oncology, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) NOTE 5 - Capitalization In March 2000, the Board of Directors of the Company authorized the repurchase of up to 10,000,000 shares of the Company's Common Stock in public or private transactions. Through December 31, 2000, the Company acquired 5,057,786 shares of Common Stock at an average price of $4.72 per share. During the first six months of 2001, the Company issued 713,511 shares from Treasury Stock to affiliated physicians in satisfaction of the Company's obligation to issue Common Stock in connection with affiliation transactions. NOTE 6 - Credit Facility and Master Lease Credit Facility Effective June 15, 1999, in connection with the merger of Physician Reliance Network, Inc. and a subsidiary of the Company (the Merger), the Company executed a $275 million revolving credit facility (Credit Facility) with First Union National Bank (First Union), individually and as Administrative Agent for eight additional lenders ("Lenders"). The Credit Facility consisted of a $175 million five-year revolving credit facility (Revolver) and a $100 million 364-day revolving credit facility. The Company allowed the $100 million 364-day revolving credit facility to terminate at its maturity in June 2000, as the Company did not anticipate requiring any borrowings under such facility for the remainder of 2000. Initial proceeds under the Revolver were used to refinance existing debt and to pay certain transaction fees and expenses in connection with the Credit Facility and the Merger. Proceeds of loans under the Credit Facility may be used to finance affiliation transactions, to provide working capital and for other general corporate uses. As of June 30, 2001, the Company had an outstanding balance of $65.0 million under the $175 million Credit Facility. The Company has classified borrowings under the Credit Facility as long-term indebtedness due to its ability and intent to maintain the borrowings beyond the next twelve months. Borrowings under the Credit Facility are secured by all capital stock of the Company's subsidiaries, all of the Company's management services agreements and all accounts receivable of the Company. At the Company's option, funds may be borrowed at the Base interest rate or the London Interbank Offered Rate (LIBOR) plus an amount determined under a defined formula. The Base rate is selected by First Union and is defined as their prime rate or Federal Funds Rate plus 1/2%. Interest on amounts outstanding under Base rate loans is due quarterly while interest on LIBOR related loans is due at the end of each applicable interest period or quarterly, if earlier. As of June 30, 2001, the weighted average interest rate on all outstanding draws under the Credit Facility was 5.51%. The Company is subject to restrictive covenants under the Credit Facility, including the maintenance of certain financial ratios. The agreement limits certain activities such as incurrence of additional indebtedness, sales of assets, investments, capital expenditures, mergers and consolidations and the payment of dividends. Under certain circumstances, additional medical practice transactions may require First Union's and the Lenders' consent. Senior Secured Notes In November 1999, the Company issued $100 million in senior secured notes to a group of institutional investors. The notes bear interest at 8.42%, mature in installments from 2002 through 2006 and rank equal in right of payment with all current and future senior indebtedness of the Company. The senior secured notes contain restrictive financial and operational covenants and are secured by the same collateral as the Credit Facility. -8- US Oncology, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) Master Lease The Company is party to a $75 million master lease agreement relating to the construction and leasing of integrated cancer centers. Under the agreement, the lessor purchases and has title to the properties, pays for the construction costs and thereafter leases the facilities to the Company. The construction period during which new properties could be purchased and constructed under the lease ended in June 2001. The initial term of the lease is through June 2004 and can be renewed in one-year increments if approved by the lessor. The lease provides for substantial residual value guarantees and includes purchase options at original cost on each option. Advances under the master lease agreement as of June 30, 2001 were $74.4 million. NOTE 7 - Earnings per Share The Company computes earnings per share in accordance with the provisions of FASB Statement No. 128, "Earnings Per Share", which requires the Company to disclose "basic" and "diluted" earnings per share (EPS). The computation of basic EPS is based on a weighted average number of outstanding shares of Common Stock and Common Stock to be issued during the periods. The Company includes Common Stock to be issued in both basic and diluted EPS as there are no foreseeable circumstances that would relieve the Company of its obligation to issue these shares. The computation of the diluted EPS is based on a weighted average number of outstanding shares of Common Stock and Common Stock to be issued during the periods as well as all dilutive potential Common Stock calculated under the treasury stock method. The table below summarizes the determination of shares used in per share calculations (in thousands):
Three Months Six Months Ended June 30, Ended June 30, ---------------------- ---------------------- 2001 2000 2001 2000 ------- ------- ------- ------- Outstanding at end of period: Common Stock............................................... 90,835 89,011 90,835 89,011 Common Stock to be issued.................................. 9,440 10,904 9,440 10,904 ------- ------- ------- ------- 100,275 99,915 100,275 99,915 Effect of weighting and Treasury Stock..................... (253) 2,145 (471) 1,987 ------- ------- ------- ------- Shares used in per share calculations-basic..................... 100,022 102,060 99,804 101,902 Effect of weighting and assumed share equivalents for grants of stock options at less than the weighted average price...... 284 79 373 137 ------- ------- ------- ------- Shares used in per share calculations-diluted................... 100,306 102,139 100,177 102,039 ======= ======= ======= ======= Anti-dilutive stock options not included above................. 4,648 7,140 4,648 7,140 ======= ======= ======= =======
NOTE 8 - Commitments and Contingencies As disclosed in Part II, Item 1, under the heading "Legal Proceedings," the Company is aware that it and certain of its subsidiaries and affiliated practices are the subject of allegations that certain practices or arrangements may violate the Federal False Claims Act. These allegations are contained in qui tam lawsuits filed under seal. Because the complaints are under seal, and because the Department of Justice and the Company are in the process of investigating the claims, the Company is unable to fully assess at this time the materiality of these lawsuits. Because qui tam actions are filed under seal, there is a possibility that the Company could be the subject of other qui tam actions of which it is unaware. -9- US Oncology, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) NOTE 9 - Recent Pronouncements In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133), and in June 2000, issued Statement of Financial Accounting Standards No. 138 (FAS 138), an amendment of FAS 133. These statements are effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The statements require the recognition of derivative financial instruments on the balance sheet as assets or liabilities, at fair value. Gains or losses resulting from changes in the value of derivatives are accounted for depending on the intended use of the derivative and whether it qualifies for hedge accounting. The Company has historically not engaged in significant derivative instrument activity. Adoption of FAS 133 has not had a material effect on the Company's financial position or operating results. In September 2000, FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (FAS 140). FAS 140 is effective for fiscal years ending after December 15, 2000. The statement replaces FASB Statement No. 125 and revises the standards for accounting and disclosure for securitizations and other transfers of financial assets and collateral. FAS 140 carries over most of FASB Statement No. 125's provisions without reconsideration and, as such, the adoption of this standard has not had a material effect on its consolidated financial position or results of operations. On June 30, 2001, the FASB issued Statement of Financial Accounting Standards No. 141, "Business Combinations" (FAS 141), which requires that all business combinations be accounted for using the purchase method. In addition, FAS 141 requires that intangible assets be recognized as assets apart from goodwill if certain criteria are met. As the provisions of this Statement apply to all business combinations initiated after June 30, 2001, Management will consider the impact of this statement for future combinations. At June 30, 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (FAS 142), which established Standards for reporting acquired goodwill and other intangible assets. This Statement accounts for goodwill based on the reporting units of the combined entity into which an acquired entity is integrated. In accordance with the statement, goodwill and indefinite lived intangible assets will not be amortized, goodwill will be tested for impairment at least annually at the reporting unit level, intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and the amortization period of intangible assets with finite lives will not be limited to forty years. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001 with early application permitted for entities with fiscal years beginning after March 15, 2001; the Company has elected to adopt FAS 142 early on January 1, 2001. The Company has $12.1 million of goodwill included in its balance sheet at June 30, 2001. Goodwill amortization for the six months ended June 30, 2001 was approximately $300,000 and is currently expected to approximate $600,000 for the year ended December 31, 2001 before the provisions of FAS 142 are applied. Implementation of FAS 142 by the Company would result in elimination of amortization of goodwill from acquisition under the purchase method of accounting. -10- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction US Oncology, Inc. (together with its subsidiaries, "US Oncology" or the "Company") provides comprehensive services, with the mission of expanding access and quality of cancer care in local communities and advancing the delivery of care. The Company offers the following services: . Develop, construct and manage free standing cancer centers that provide treatment areas and equipment for medical oncology, radiation therapy and diagnostic radiology. The Company operates 75 integrated community-based cancer centers and manages over one million square feet of medical oncology space. . Expand diagnostic capabilities of practices through installation and management of Positron Emission Tomography (PET) technology. The Company has installed and manages eight PET units. . Coordinate and manage cancer drug research trials for pharmaceutical and biotechnology companies. The Company currently manages 98 clinical trials, with annual accruals of more than 4,000 patients, supported by its network of over 650 participating physicians in more than 370 research locations. . Purchase and manage the inventory of cancer related drugs for affiliated practices. Annually, the Company is responsible for purchasing, delivering and managing more than $700 million of pharmaceuticals through a network of more than 400 admixture sites, 31 licensed pharmacies, 51 pharmacists and 180 pharmacy technicians. The Company's network provides cancer care services to patients through oncology practices comprising over 450 sites, with over 7,500 employees and over 840 physicians. The Company is not a provider of medical services, but it provides comprehensive services to the practices, including management and capital resources and data management, accounting, compliance and other administrative services. The affiliated practices offer comprehensive and coordinated medical services to cancer patients, integrating the specialties of medical and gynecologic oncology, hematology, radiation oncology, diagnostic radiology and blood and marrow stem cell transplantation. The Company's revenue consists primarily of service fees paid by the practices. The Company and its affiliated practices have entered into long-term agreements under which the Company provides its comprehensive services to practices, and the practices pay a fee and reimburse the Company for all practice costs. Under some agreements, the fees are based on practice earnings before income taxes (earnings model). In others, the fee consists of a fixed fee, a percentage fee (in most states) of the practice's net revenues and, if certain performance criteria are met, a performance fee (net revenue model). Where the Company's service agreement follows the net revenue model, the practice is entitled to retain a fixed portion of net revenue before any service fee (other than practice operating costs) is paid to the Company. In the fourth quarter of 2000, the Company implemented a strategy to develop and manage integrated cancer centers and PET centers, leverage its existing clinical research platform and align the interests of affiliated physician groups more closely with the Company's interests. To obtain the benefits from these opportunities, the Company developed the following objectives: . Convert practices from the net revenue model to the earnings model . Sever relationships with affiliated practices and businesses not consistent with the Company's strategy . Eliminate non-core corporate expenses and capital projects -11- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) The Company believes that the earnings model properly aligns practice priorities with proper cost control, with the Company and the practice sharing proportionately in practice profitability. The Company is currently in the process of trying to reach agreement with those practices whose fees are calculated on the net revenue model to convert to the earnings model. Since December 31, 2000, eight practices accounting for 14.9% of the first six months of 2001 net patient revenue have converted to the earnings model. Consistent with the Company's strategy of severing non-strategic relationships, two practices accounting for 2.7% of 2000 net patient revenue have separated from the Company during the first six months of 2001. Forward-looking Statements and Risk Factors The following statements are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (i) certain statements, including possible or assumed future results of operations of US Oncology, contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and including any statements contained herein regarding the prospects for any of the Company's services; (ii) any statements preceded by, followed by or that include the words "believes", "expects", "anticipates", "intends", "estimates", "plans" or similar expressions; and (iii) other statements contained herein regarding matters that are not historical facts. US Oncology's business and results of operations are subject to risks and uncertainties, many of which are beyond the Company's ability to control or predict. Because of these risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements, and US Oncology stockholders are cautioned not to place undue reliance on such statements, which speak only as of the date thereof. Factors that could cause actual results to differ materially include, but are not limited to, conversion of net revenue model agreements to earnings model agreements, government regulation and enforcement, reimbursement for healthcare services, particularly including reimbursement for pharmaceuticals, changes in cancer therapy or the manner in which cancer care is delivered, drug utilization, and the operations of the Company's affiliated physician groups. Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2000, particularly the section entitled "Risk Factors," for a more detailed discussion of certain of these risks and uncertainties. The cautionary statements contained or referred to herein should be considered in connection with any written or oral forward-looking statements that may be issued by US Oncology or persons acting on its behalf. US Oncology does not undertake any obligation to release any revisions to or to update publicly any forward-looking statements to reflect events or circumstances after date thereof or to reflect the occurrence of unanticipated events. Results of Operations The Company is affiliated with the following number of physicians by specialty: June 30, -------- 2001 2000 ---- ---- Medical oncologists............... 682 667 Radiation oncologists............. 122 112 Other............................. 40 56 -12- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) The following table sets forth the sources for growth in the number of physicians affiliated with the Company:
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 ------ ------ ------ ------ Affiliated physicians, beginning of period..... 860 827 869 806 Physician practice affiliations................ - 11 6 12 Recruited physicians........................... 15 10 22 37 Physician practice separations................. (18) - (18) - Retiring/Other................................. (13) (13) (35) (20) ---- ---- ---- ---- Affiliated physicians, end of period........... 844 835 844 835 ==== ==== ==== ====
The following table sets forth the key operating statistics as a measure of the volume of services provided by the practices:
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 ------ ------ ------ ------ Medical oncology visits........................ 602,315 543,941 1,214,441 1,084,111 Radiation treatments........................... 163,175 148,467 327,025 289,834 PET scans...................................... 1,191 420 2,244 862 Research accruals.............................. 995 1,001 1,946 1,925
The following table sets forth the number of cancer centers and Positron Emission Tomography (PET) machines managed by the Company: June 30, -------- 2001 2000 ---- ---- Cancer centers....... 74 66 PET machines......... 7 1 -13- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) The following table sets forth the percentages of revenue represented by certain items reflected in the Company's Statement of Operations and Comprehensive Income. The information that follows should be read in conjunction with the Company's unaudited condensed consolidated financial statements and notes thereto included elsewhere herein.
Three Months Six Months Ended June 30, Ended June 30, ------------------- -------------------- 2001 2000 2001 2000 ----- ----- ----- ----- Revenue 100.0% 100.0% 100.0% 100.0% Operating expenses: Pharmaceuticals and supplies............................... 51.7 50.0 51.5 49.3 Field compensation and benefits............................ 21.2 21.5 21.3 20.8 Other field costs.......................................... 12.4 11.2 12.3 11.7 General and administrative................................. 3.1 3.6 3.2 4.0 Restructuring and other charges............................ - 1.0 0.8 0.5 Depreciation and amortization.............................. 4.5 5.9 4.6 6.0 ----- ----- ----- ----- Income from operations 7.1 6.8 6.3 7.7 Net interest expense (1.7) (1.8) (1.8) (2.1) Other income - - - 4.4 ----- ----- ----- ----- Income before income taxes 5.4 5.0 4.5 10.0 Income tax provision (2.1) (1.9) (1.7) (3.8) ----- ----- ----- ----- Net income 3.3% 3.1% 2.8% 6.2% ===== ===== ===== =====
Overall, the Company experienced a decrease in operating margins from the first six months of 2000 to the first six months of 2001, with earnings before taxes, interest, depreciation, amortization ("EBITDA"), as a percentage of revenue, declining from 14.2% to 11.7%, excluding restructuring and other charges and other income. A number of factors contributed to the decrease in operating margins, including the continued increase in utilization of more expensive single source drugs and affiliated practices under the net revenue model not bearing their proportionate share of increased operating costs. Revenue. Revenue increased from $631.0 million for the first six months of 2000 to $746.5 million for the first six months of 2001, an increase of $115.5 million, or 18.3%. Revenue increased from $326.5 million in the second quarter of 2000 to $380.8 million in the second quarter of 2001, an increase of $54.3 million, or 16.6%. The growth in revenue is attributable to the growth in affiliated practices' medical service revenue offset by amounts retained by the practices. The following presents the amounts included in determination of the Company's revenue (in thousands):
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 -------- -------- -------- -------- Net patient revenue.............................. $489,126 $425,018 $960,711 $825,265 Amounts retained by the practices................ 108,298 98,512 214,232 194,257 -------- -------- -------- -------- Revenue.......................................... $380,828 $326,506 $746,479 $631,008 ======== ======== ======== ========
-14- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) Net patient revenue for services to patients by the practices are recorded when services are rendered based on established or negotiated charges reduced by contractual adjustments and allowances for doubtful accounts. Differences between estimated contractual adjustments and final settlements are reported in the period when final settlements are determined. Net patient revenue of the practices is reduced by amounts retained by the practices under the Company service agreements to arrive at the Company's revenue. Net patient revenue growth is attributable to an increase in: (i) medical oncology services, (ii) anticancer pharmaceuticals and (iii) radiation and diagnostic revenue. The increase in medical oncology services is attributable to an increase in medical oncology visits of existing practices, combined with the addition of nine physicians since June 30, 2000. The increase in anticancer pharmaceuticals revenue is attributable to the growth in medical oncology services, coupled with a continued increase in utilization of more expensive, lower margin drugs, principally single-source drugs. The increase in radiation and diagnostic revenue is primarily attributable to the opening of eight additional cancer centers and six PET Centers since June 30, 2000. Amounts retained by practices increased from $194.3 million for the first six months of 2000 to $214.2 million for the first six months of 2001, an increase of $20.0 million, or 10.3%. Such increase in amounts retained by practices is directly attributable to the growth in net patient revenue combined with the increase in profitability of affiliated practices. The following is the net patient revenue attributed to the Company's two principal management fee models- - -the earnings model and the net revenue model (in thousands):
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Revenue % Revenue % Revenue % Revenue % -------- --- ------- --- ------- --- ------- --- Net Revenue Model......... $212,411 43.4% $237,448 55.9% $420,906 43.8% $469,846 56.9% Earnings Model............ 262,521 53.7% 179,432 42.2% 517,428 53.9% 333,703 40.4% Other..................... 14,194 2.9% 8,138 1.9% 22,377 2.3% 21,779 2.7% -------- ----- -------- ----- -------- ----- -------- ----- $489,126 100.0% $425,018 100.0% $960,711 100.0% $825,328 100.0% ======== ===== ======== ===== ======== ===== ======== =====
53.9% of net patient revenue for the first six months 2001 was derived from earnings model service agreements, and 43.8% was derived from net revenue model service agreements, as compared to 40.4% and 56.9%, respectively, in 2000. The Company announced in November 2000 its initiative to convert net revenue model agreements to earnings model agreements. The Company believes the earnings model properly aligns practice priorities with proper cost control, with the Company and the practice sharing proportionately in revenue, operating costs and profitability. During the first six months of 2001, seven practices accounting for 14.5% of the first six months of 2001 net patient revenue converted to the earnings model. Medicare and Medicaid are the practices' largest payors. During the first six months of 2001, approximately 38% of the practices' net patient revenue was derived from Medicare and Medicaid payments and 35% was so derived in the comparable period last year. This percentage varies among practices. No other single payor accounted for more than 10% of the Company's revenues in the first six months of 2001 and 2000. -15- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) Pharmaceuticals and Supplies. Pharmaceuticals and supplies expense, which includes drugs, medications and other supplies used by the practices, increased from $310.9 million in the first six months of 2000 to $384.6 million in the first six months of 2001, an increase of $73.7 million, or 23.7%. Pharmaceuticals and supplies expense increased from $163.2 million in the second quarter of 2000 to $196.8 million in the second quarter of 2001, an increase of $33.5 million or 20.5%. As a percentage of revenue, pharmaceuticals and supplies increased from 49.3% in the first six months of 2000 to 51.5% for the comparable period of 2001 and from 50.0% in the second quarter of 2000 to 51.7% in the second quarter of 2001. This increase was primarily due to: (i) a shift in the revenue mix to a higher percentage of revenue from drugs, (ii) increases in acquisition prices of drugs, (iii) a shift towards increased usage of single source, lower margin drugs and (iv) with respect to practices operating under the net revenue model, the Company's disproportionately bearing the impact of increasing operating costs. Management expects that third-party payors, particularly government payors, will continue to negotiate or mandate the reimbursement rate for pharmaceuticals and supplies, with the goal of lowering reimbursement rates, and that such lower reimbursement rates as well as shifts in revenue mix may continue to adversely impact the Company's margins with respect to such items. In addition, the Company believes that single source drugs, possibly including oral drugs, will continue to be introduced at a rapid pace, thus further impacting margins. In response to this decline in margin relating to certain pharmaceutical agents, the Company has adopted several strategies. Most importantly, the successful conversion of net revenue model practices to the earnings model will help reduce the impact of the increasing cost of pharmaceuticals and supplies. In addition, the Company has numerous efforts underway to reduce the cost of pharmaceuticals by negotiating discounts for volume purchases and by streamlining processes for efficient ordering and inventory control and is assessing other strategies to address this trend. The Company also continues to expand its business into areas that are less affected by lower pharmaceutical margins, such as radiation oncology and diagnostic radiology. Field Compensation and Benefits. Field compensation and benefits, which includes salaries and wages of the operating units' employees, increased from $131.5 million in the first six months of 2000 to $159.0 million in the first six months of 2001, an increase of $27.5 million or 20.9%. Field compensation and benefits increased from $70.3 million in the second quarter of 2000 to $80.7 million in the second quarter of 2001, an increase of $10.3 million, or 14.7%. As a percentage of revenue, field compensation and benefits increased from 20.8% in the first six months of 2000 to 21.3% the comparable period of 2001 and decreased from 21.5% in the second quarter of 2000 to 21.2% in the second quarter of 2001. Other Field Costs. Other field costs, which consist of rent, utilities, repairs and maintenance, insurance and other direct field costs, increased from $73.8 million in the first six months of 2000 to $92.1 million in the first six months of 2001, an increase of $18.3 million or 24.8%. Other field costs increased from $36.7 million in the second quarter of 2000 to $47.1 million in the second quarter of 2001, an increase of $10.4 million, or 28.4%. As a percentage of revenue, other field costs increased from 11.7% in the first six months of 2000 to 12.3% in the first six months of 2001 and from 11.2% in the second quarter of 2000 to 12.4% in the second quarter of 2001. Such increases in other field costs are due to increased facilities and activity levels. General and Administrative. General and administrative expenses decreased from $25.5 million in the first six months of 2000 to $23.8 million in the first six months of 2001, a decrease of $1.7 million, or 6.7%. General and administrative expenses decreased from $11.9 million in the second quarter of 2000 to $11.8 million in the second quarter of 2001, a decrease of $83,000 or 0.7%. As a percentage of revenue, general and administrative costs decreased from 4.0% in the first six months of 2000 to 3.2% for the first six months of 2001 and from 3.6% in the second quarter of 2000 to 3.1% in the second quarter of 2001. The Company restructured general and administrative departments in the first quarter of 2001, including eliminating approximately 50 corporate positions, closing offices and abandoning certain software applications -16- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) Depreciation and Amortization Depreciation and amortization expense decreased from $37.5 million in the first six months of 2000 to $34.6 million in the first six months of 2001, a decrease of $3.0 million, or 7.9%. Depreciation and amortization expense decreased from $19.2 million in the second quarter of 2000 to $17.4 million in the second quarter of 2001, a decrease of $1.8 million, or 9.2%. As a percentage of revenue, depreciation and amortization expense decreased from 5.9% in the first six months of 2000 to 4.6% in the comparable period of 2001 and from 5.9% in the second quarter of 2000 to 4.6% in the second quarter of 2001. Such decreases are attributable to the $170.1 million impairment charge of certain service agreements and other assets recorded in the fourth quarter of 2000. Restructuring and Other Charges. In the fourth quarter of 2000, the Company comprehensively analyzed its operations and cost structure, with a view to repositioning the Company to effectively execute its strategic and operational initiatives. This analysis focused on non-core assets and activities of the Company to determine whether they were still consistent with the Company's strategic direction. As a result of this analysis, during the fourth quarter of 2000, the Company recorded the following charges (in thousands):
Restructuring Payments to Payments to Expenses Settle Asset Accrual at Settle Accrual at in 2000 Obligations Write-downs December 31, 2000 Obligations June 30, 2001 ------------- ----------- ----------- ----------------- ----------- ------------- Abandonment of IT Systems $ 6,557 $ 6,557 Impairment of home health business 6,463 6,463 Severance of employment agreement 466 $ 36 $ 430 $ 108 $ 322 Site closures 2,636 562 655 1,419 205 1,214 -------- ------ -------- ------ ----- ------ Total $ 16,122 $ 598 $ 13,675 $1,849 $ 313 $1,536 ======== ====== ======== ====== ===== ======
During the first quarter of 2001, the Company announced plans to further reduce overhead costs and recognized pre-tax restructuring charges of $5.9 million. The charges are summarized in the following table and discussed in more detail below (in thousands):
Payments to Payments to Restructuring Settle Accrual at Settle Accrual at Expenses Obligations March 31, 2001 Obligations June 30, 2001 -------- ----------- -------------- ----------- ------------- Costs related to personnel reductions $3,113 $1,868 $1,245 $1,245 Closure of facilities 2,455 73 2,382 $181 2,201 Abandonment of software applications 300 300 300 ------ ------ ------ ---- ------ Total $5,868 $1,941 $3,927 $481 $3,446 ====== ====== ====== ==== ======
As indicated above, during the first quarter of 2001, the Company announced plans to reduce corporate overhead and eliminated approximately 50 positions. As a result, the Company recorded a charge of $3.1 million during the first quarter. The Company also determined that it will close several sites, abandoning leased facilities, and recognized a charge of $2.5 million for remaining lease obligations and related improvements. In addition, the Company decided to abandon certain software applications and recorded a charge of $300,000. Other Income. Other income of $27.6 million in the first three months of 2000 represents the recognition of the remaining gain on shares of common stock of ILEX Oncology, Inc. owned by the Company. A previous gain of $14.4 million was recognized during the fourth quarter of 1999 as a result of the Company's reclassification of the ILEX stock as a trading security. The stock was sold by the Company during the first quarter of 2000. Interest. Net interest expense increased from $13.1 million in the first six months of 2000 to $13.4 million for the first six months of 2001, an increase of $269,000 or 2.1%. Net interest expense increased from $6.0 million in the second quarter of 2000 to $6.6 million in the second quarter of 2001, an increase of $654,000, or 10.9%. As a percentage of revenue, net interest expense was 2.1% and 1.8% for the first six months of 2000 and 2001, respectively, and 1.8% and 1.7% for the second quarter of 2000 and 2001, respectively. -17- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) Income Taxes. For the first six months of 2001, the Company recognized a tax expense of $12.6 million resulting in an effective tax rate of 38.0%, which is consistent with the same prior year period. Net Income. Net income decreased from $39.1 million in the first six months of 2000 to $20.6 million in the first six months of 2001, a decrease of $18.5 million or 47.3%. Net income increased from $10.0 million in the second quarter of 2000 to $12.7 million in the second quarter of 2001, an increase of $2.7 million, or 27.5%. Net income as a percentage of revenue changed from 6.2% for the first six months of 2000 to 2.8% for the first six months of 2001 and from 3.1% in the second quarter of 2000 to 3.3% in the second quarter of 2001. Included in net income for the first six months of 2000 is a $17.1 million after-tax gain on investment in common stock. Excluding this gain, net income for the six months ended June 30, 2000 would have been $22.0 million, which represents earnings per diluted share of $0.22. Included in net income for the six months ended June 30, 2001 were pre-tax Restructuring charges of $5.9 million. Excluding the restructuring charges, net income for the first six months of 2001 would have been $24.2 million, which represents earnings per diluted share of $0.24. Liquidity and Capital Resources As of June 30, 2001, the Company had net working capital of $153.1 million, including cash and cash equivalents of $12.1 million. The Company had current liabilities of $262.9 million, including $24.9 million in current maturities of long-term debt, and $226.7 million of long-term indebtedness. During the first six months of 2001, the Company generated $107.7 million in net operating cash flow, invested $31.1 million and used cash in financing activities in the amount of $67.9 million. Cash from Operating Activities Cash from operating activities increased from $56.3 million in the first six months of 2000 to $107.7 million in the first six months of 2001. The increase is primarily attributable to the decrease in accounts receivable days outstanding from 72 days as of June 30, 2000 to 58 days as of June 30, 2001 due to improved collection efforts. In addition, the Company was not required to make similar levels of estimated tax payments in the first six months of 2001 as compared to 2000. Cash from Investing Activities During the first six months of 2001, the Company expended $30.5 million in capital expenditures and financed an additional $16.9 million through various leasing facilities. The Company expended $23.5 million on the development and construction of cancer centers, of which $12.6 million was financed through the Company's leasing facility during 2001. In addition, the Company expended $5.1 million on installation of PET centers, of which $4.3 million was financed through an equipment operating lease facility. Maintenance capital expenditures were $18.8 million and $13.2 million in the first six months of 2001 and 2000, respectively. In addition, in connection with affiliating with certain practices, the Company paid total consideration of $2.0 million in the first six months of 2001 and $26.4 million in the first six months of 2000, which included cash consideration and transaction costs of $565,000 in 2001 and $11.7 million in 2000. In March 2000, the Company sold its equity investment in ILEX Oncology, Inc. in a private sale transaction and realized proceeds of $54.8 million, or $38.8 million net of tax. These proceeds were used to reduce outstanding borrowings under the Credit Facility. -18- US Oncology, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued (unaudited) Cash from Financing Activities During the first six months of 2001, the Company used cash for financing activities of $67.9 million as compared to $65.8 million in the first six months of the previous year, an increase of $2.1 million. Cash used to reduce long term debt during the first six months of 2001 was derived from improved business office operations. In the first quarter of 2000, the Company used the proceeds from the sale of investment in common stock to reduce long-term debt. The Company has satisfied its development and transaction needs through debt and equity financings and borrowings under a $175 million syndicated revolving credit facility ("Credit Facility") with First Union National Bank ("First Union"), as a lender and as an agent for various other lenders, which matures in 2004. The Company also uses a $75 million leasing facility in connection with developing its integrated cancer centers. Availability of new borrowings under the leasing facility terminated in June 2001. The Company repaid $60.0 million, net of borrowings, under the Credit Facility during the first six months of 2001 as a result of increased cash flow from operations. In addition, the Company repaid $10.9 million of other indebtedness, primarily attributed to payments on subordinated notes related to previous affiliation transactions. In November 1999, the Company sold an aggregate of $100 million of Senior Secured Notes to a group of institutional investors, the proceeds of which were used to repay amounts outstanding under the Credit Facility. The Senior Secured Notes rank equally in right of payment with the Credit Facility. The notes bear interest at 8.42% per annum with a final maturity in 2006 and an average life of five years. The Company is currently in compliance with the Credit Facility, Leasing Facility and Senior Secured Note covenants, with additional capacity under the Credit Facility of $110.0 million. The Company has relied primarily on profitability from its operations to fund working capital. Borrowings under the Credit Facility bear interest at a rate equal to a rate based on prime rate or the London Interbank Offered Rate, based on a defined formula. The Credit Facility, Leasing Facility and Senior Secured Notes contain affirmative and negative covenants, including the maintenance of certain financial ratios, restrictions on sales, leases or other dispositions of property, restrictions on other indebtedness and prohibitions on the payment of dividends. The Company's service agreements, the capital stock of the Company's subsidiaries and the Company's accounts receivable are pledged as security under the Credit Facility, Leasing Facility and Senior Secured Notes. The Company currently expects that its principal use of funds in the near future will be in connection with the purchase of medical equipment, investment in information systems and the acquisition or lease of real estate for the development of integrated cancer centers and PET centers, with less emphasis than in past years on transactions with medical oncology practices. It is likely that the Company's capital needs in the next several years will exceed the cash generated from operations. Thus, the Company may incur additional debt or issue additional debt or equity securities from time to time. Capital available for health care companies, whether raised through the issuance of debt or equity securities, is quite limited. As a result, the Company may be unable to obtain sufficient financing on terms satisfactory to management or at all. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS In the normal course of business, the financial position of the Company is routinely subjected to a variety of risks. Among these risks is the market risk associated with interest rate movements on outstanding debt. The Company regularly assesses these risks and has established policies and business practices to protect against the adverse effects of these and other potential exposures. -19- US Oncology, Inc. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS - continued (unaudited) The Company's borrowings under the Credit Facility contain an element of market risk from changes in interest rates. Historically, the Company has managed this risk, in part, through the use of interest rate swaps; however, no such agreements have been entered into in 2001. The Company does not enter into interest rate swaps or hold other derivative financial instruments for speculative purposes. The Company was not obligated under any interest rate swap agreements during the first six months of 2001. For purposes of specific risk analysis, the Company uses sensitivity analysis to determine the impact that market risk exposures may have on the Company. The financial instruments included in the sensitivity analysis consist of all of the Company's cash and equivalents, long-term and short-term debt and all derivative financial instruments. To perform sensitivity analysis, the Company assesses the risk of loss in fair values from the impact of hypothetical changes in interest rates on market sensitive instruments. The market values for interest rate risk are computed based on the present value of future cash flows as impacted by the changes in the rates attributable to the market risk being measured. The discount rates used for the present value computations were selected based on market interest rates in effect at June 30, 2001. The market values that result from these computations are compared with the market values of these financial instruments at June 30, 2001. The differences in this comparison are the hypothetical gains or losses associated with each type of risk. A one percent increase or decrease in the levels of interest rates on variable rate debt with all other variables held constant would not result in a material change to the Company's results of operations or financial position or the fair value of its financial instruments. -20- US Oncology, Inc. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The provision of medical services by the Company's affiliated practices entails an inherent risk of professional liability claims. The Company does not control the practice of medicine by the clinical staff or the compliance with regulatory and other requirements directly applicable to practices. Because the practices purchase and resell pharmaceutical products, they face the risk of product liability claims. The Company maintains insurance coverage that it believes to be adequate both as to risks and amounts. In addition, pursuant to the services agreements with the affiliated practices, the practices and the Company are required to maintain comprehensive liability insurance. Successful malpractice, regulatory or product liability claims asserted against the Company or one of the practices could, however, have a material adverse effect on the Company. The Company has previously disclosed that it and a formerly affiliated practice are the subject of allegations that the practice's billing practices may violate the Federal False Claims Act. These allegations are contained in two qui tam complaints, commonly referred to as "whistle-blower" lawsuits, filed under seal prior to the AOR/PRN merger. The U.S. Department of Justice has determined that it will not intervene in those qui tam suits. In these suits, the individual who filed the complaint may choose to continue to pursue litigation in the absence of government intervention, but has not yet indicated an intent to do so. The Company has become aware that it and certain of its subsidiaries and affiliated practices are the subject of additional qui tam lawsuits that remain under seal, meaning that they were filed on a confidential basis with a United States federal court and are not publicly available or disclosable. To date, the United States has not intervened in any such suit against the Company. Because the complaints are under seal, and because the Department of Justice and the Company are in the process of investigating the claims, the Company is unable to assess at this time the materiality of these lawsuits. Because qui tam actions are filed under seal, there is a possibility that the Company could be the subject of other qui tam actions of which it is unaware. The Company intends to continue to investigate and vigorously defend itself against any and all such claims, and the Company continues to believe that it conducts its operations in compliance with law. Qui tam suits are brought by private individuals, and there is no minimum evidentiary or legal threshold for bringing such a suit. However, the Department of Justice is legally required to investigate all such claims. The subject matter of many such claims may relate both to alleged actions of the Company and alleged actions of an affiliated practice. Because the affiliated practices are separate legal entities not controlled by the Company, such claims necessarily involve a more complicated, higher cost defense, and may adversely impact the relationship between the Company and the practices. If the individuals who file complaints and/or the United States were to prevail in these claims against the Company, and the magnitude of the alleged wrongdoing were determined to be significant, the resulting judgment could have a material adverse financial and operational effect on the Company including potential limitations in future participation in governmental reimbursement programs. In addition, addressing complaints and government investigations requires the Company to devote significant financial and other resources to the process, regardless of the ultimate outcome of the claims. The Company and its affiliated physicians are defendants in a number of lawsuits involving employment and other disputes and breach of contract claims. Although the Company believes the allegations are customary for the Company's size and scope of operations, adverse judgments, individually or in the aggregate, could have a material adverse effect on the Company. -21- US Oncology, Inc. ITEM 2. CHANGES IN SECURITIES In connection with each affiliation transaction between the Company and a physician group, the Company purchases the nonmedical assets of, and enters into a long-term management services agreement with, that physician group. In consideration for that arrangement, the Company typically pays cash, issues subordinated promissory notes (in general, payable in equal installments on the third through seventh anniversaries of the closing date at an annual interest rate of seven percent) and unconditionally agrees to deliver shares of Common Stock at future specified dates (in general, on each of the third through fifth anniversaries of the closing date). The price per share is the lower of the average of the closing price per share for the five days preceding the date of the letter of intent or the closing date with respect to such affiliation transaction. During the first six months of 2001, the Company affiliated with three physician groups consisting of six physicians. In conjunction with these transactions the Company agreed to issue 376,049 shares of Common Stock and issued $935,000 of subordinated promissory notes. Each sale was a private placement made in connection with an affiliate transaction, as described in general in the preceding paragraph. All of the physicians involved in such transactions during the first six months of 2001 are accredited investors. No underwriter was involved in any such sale, and no commission or similar fee was paid with respect thereto. Each sale was not registered under the Securities Act of 1933 in reliance on Section 4(2) of such Act and Rule 506 enacted thereunder. The Company did not consummate any such transactions during the second quarter of 2001. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company held its Annual Meeting of Stockholders on May 10, 2001. (b) No disclosure required (c) The following matters were voted upon at the Annual Meeting: (i) Election of Class II Directors Nominee Votes For Authority Withheld - ------- --------- ------------------ Nancy G. Brinker 76,382,286 650,342 Lloyd K. Everson, MD 76,395,499 637,129 Stephen E. Jones MD 76,370,555 662,073 Robert A. Ortenzio 75,694,752 1,337,876 (ii) Other Matters
Proposal Votes For Votes Against Authority Withheld - -------- --------- ------------- ------------------ Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants for the year ending December 31, 2001 76,911,496 83,563 37,569
No broker non-votes were recorded. (d) No disclosure required. -22- US Oncology, Inc. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description ------ ----------- 3.1 Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Form 8-K/A filed June 17, 1999 and incorporated herein by reference) 3.2 Amended and Restated By-Laws (filed as Exhibit 3.2 to the Company's Form 8-K/A filed June 17, 1999 and incorporated herein by reference) 4.1 Rights Agreement between the Company and American Stock Transfer & Trust Company (incorporated by reference from Form 8-A filed June 2, 1997) 4.2 Form of 8.42% Senior Secured Note due 2006 (filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference) (b) Reports on Form 8-K NONE -23- US Oncology, Inc. 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. Date: July 31, 2001 US ONCOLOGY, INC. By: /s/ R. Dale Ross --------------------------------------------- R. Dale Ross, Chief Executive Officer (duly authorized signatory) By: /s/ Bruce D. Broussard --------------------------------------------- Bruce D. Broussard, Chief Financial Officer (principal financial and accounting officer) -24- -----END PRIVACY-ENHANCED MESSAGE-----