<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _______________
COMMISSION FILE NUMBER 0-21343
MEDICAL ALLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 73-1347577
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2445 GATEWAY DRIVE, SUITE 150
IRVING, TEXAS 75063
(Address of principal executive offices)
(Zip Code)
(972) 580-8999
(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 May 10, 2000, there were 6,114,523 shares outstanding of the registrant's
common stock, $0.002 par value.
================================================================================
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):
Consolidated Balance Sheets
March 31, 2000 and December 31, 1999................................................3
Consolidated Statements of Operations
Three months ended March 31, 2000 and 1999............................................4
Consolidated Statements of Cash Flows
Three months ended March 31, 2000 and 1999 .........................................5
Consolidated Statement of Stockholders' Equity............................................6
Three months ended March 31, 2000
Notes to Consolidated Financial Statements ...............................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................................................8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...............................10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.........................................................10
Signatures...............................................................................12
</TABLE>
<PAGE> 3
MEDICAL ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999 (UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents .............................................. $ 13,227,241 $ 13,393,646
Accounts receivable, less allowance for doubtful accounts
of $650,000 and $624,000, respectively ................................. 2,420,727 2,080,143
Prepaid expenses and other current assets .............................. 1,872,981 1,525,576
Refundable federal and state income taxes............................... 43,839 49,508
Deferred income taxes................................................... 263,331 263,331
------------ ------------
Total current assets ................................................... 17,828,119 17,312,204
------------ ------------
Property and equipment, net ..................................................... 5,805,946 5,905,091
------------ ------------
Other assets:
Intangible assets, net of amortization of
$324,000 and $315,000, respectively .................................... 719,867 729,143
------------ ------------
Total assets ........................................................... $ 24,353,932 $ 23,946,438
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................................... $ 842,367 $ 673,539
Accrued expenses ....................................................... 559,856 643,890
Capital lease obligations .............................................. 60,767 73,123
Deferred revenue ....................................................... 3,596 3,546
------------ ------------
Total current liabilities .............................................. 1,466,586 1,385,098
Capital lease obligations, net of current maturities ............................ 4,676 15,689
Deferred income taxes ........................................................... 263,331 263,331
------------ ------------
Total liabilities ...................................................... 1,734,593 1,664,118
------------ ------------
Stockholders' equity:
Common stock, $0.002 par value, 30,000,000 shares
authorized; 6,447,826 and 6,423,355 shares issued and 6,114,523
and 6,090,052 shares outstanding, respectively................. 12,861 12,812
Capital in excess of par value ......................................... 26,754,305 26,701,496
Accumulated deficit .................................................... (3,198,676) (3,482,837)
Treasury stock at cost, 333,303 shares ................................. (949,151) (949,151)
------------ ------------
Total stockholders' equity ............................................. 22,619,339 22,282,320
------------ ------------
Total liabilities and stockholders' equity ............................. $ 24,353,932 $ 23,946,438
============ ============
</TABLE>
SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
3
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MEDICAL ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Net revenue ........................................................... $ 4,835,565 $ 4,126,851
------------ ------------
Costs and expenses:
Salaries and benefits ............................................... 2,079,770 1,969,678
Selling, general and administrative ................................. 1,796,353 1,359,834
Depreciation and amortization ....................................... 554,674 613,954
Provision for uncollectible accounts ................................ 306,926 277,902
------------ ------------
Total costs and expenses ......................................... 4,737,723 4,221,368
------------ ------------
Operating income (loss) .......................................... 97,842 (94,517)
------------ ------------
Other (income) expense:
Interest income and other, net ...................................... (187,656) (177,499)
Interest expense .................................................... 1,337 11,817
------------ ------------
Total other (income) expense ..................................... (186,319) (165,682)
------------ ------------
Income before income taxes ............................................ 284,161 71,165
Provision for income taxes ............................................ -0- 28,466
------------ ------------
Net income ............................................................ $ 284,161 $ 42,699
============ ============
Net income per share (basic) .......................................... $ .05 $ .01
============ ============
Net income per share (diluted) ........................................ $ .05 $ .01
============ ============
Weighted average number of common shares and common share equivalents
(in thousands) (basic) ................................................ 6,098 6,117
Weighted average number of common shares and common share equivalents
(in thousands) (diluted) .............................................. 6,313 6,179
</TABLE>
SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
4
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MEDICAL ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................... $ 284,161 $ 42,699
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for uncollectible accounts ...................... 306,926 277,902
Depreciation and amortization ............................. 554,674 613,954
Gain from disposal of equipment ........................... (7,869) (1,622)
Changes in assets and liabilities:
Accounts receivable .................................... (647,510) (248,329)
Prepaid expenses and other current assets .............. (341,736) (376,605)
Accounts payable and accrued expenses .................. 93,795 458,819
Deferred revenue ....................................... 49 (1,519)
------------ ------------
Net cash provided by operating activities ............. 242,490 765,299
------------ ------------
Cash flows from investing activities:
Property and equipment purchases .......................... (461,380) (646,576)
Proceeds from disposal of equipment ....................... 22,996 12,431
Acquisition costs ......................................... -0- (430,670)
------------ ------------
Net cash used in investing activities ................. (438,384) (1,064,815)
------------ ------------
Cash flow from financing activities:
Repayment of capital lease obligations .................... (23,369) (57,135)
Proceeds from issuance of common stock .................... 52,858 -0-
------------ ------------
Net cash provided by (used in) financing activities ... 29,489 (57,135)
------------ ------------
Net decrease in cash and cash equivalents ...................... (166,405) (356,651)
Cash and cash equivalents at beginning of period ............... 13,393,646 14,377,781
------------ ------------
Cash and cash equivalents at end of period ..................... $ 13,227,241 $ 14,021,130
============ ============
Supplemental schedule of noncash investing and financing
activities-capital lease obligations incurred ................ $ -0- $ 69,886
============ ============
</TABLE>
SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
5
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MEDICAL ALLIANCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
COMMON STOCK TOTAL
--------------------------- CAPITAL IN EXCESS ACCUMULATED TREASURY STOCKHOLDERS'
SHARES AMOUNT OF PAR VALUE DEFICIT STOCK EQUITY
----------- ----------- ----------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 ..... 6,090,052 $ 12,812 $26,701,496 $(3,482,837) $ (949,151) $22,282,320
Options exercised ................ 24,471 49 52,809 -- -- 52,858
Net income .................. -- -- -- 284,161 -- 284,161
----------- ----------- ----------- ----------- ----------- -----------
Balance at March 31, 2000 ........ 6,114,523 $ 12,861 $26,754,305 $(3,198,676) $ (949,151) $22,619,339
=========== =========== =========== =========== =========== ===========
</TABLE>
SEE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
6
<PAGE> 7
MEDICAL ALLIANCE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION OF AND FOR THE THREE MONTH PERIOD ENDED
MARCH 31, 2000 AND 1999 IS UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL INFORMATION
The consolidated balance sheet as of March 31, 2000, and the consolidated
statements of operations, and the consolidated statements of cash flows for the
three months ended March 31, 2000 and 1999, and the consolidated statement of
stockholders' equity for the three months ended March 31, 2000, have been
prepared by the Company without audit. The December 31, 1999 consolidated
balance sheet is derived from the audited consolidated balance sheet as of that
date. In the opinion of management, all adjustments (which include only normal,
recurring adjustments) necessary to present fairly the financial position at
March 31, 2000, and the results of operations and cash flows for all periods
presented have been made. The results of operations for the interim periods are
not necessarily indicative of the operating results for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, these financial statements
should be read in conjunction with the audited financial statements and related
notes of the Company for the fiscal year ended December 31, 1999 included in the
Company's Form 10-K.
2. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 LIFE 1999 LIFE
------------- ------- ------------ -------
<S> <C> <C> <C> <C>
Medical equipment ................................. $ 10,858,388 5 years $ 10,529,256 5 years
Furniture and fixtures ............................ 2,334,838 3 years 2,301,362 3 years
Vehicles .......................................... 2,068,358 4 years 1,997,208 4 years
Leasehold improvements ............................ 59,603 3 years 53,361 3 years
Equipment under capital leases .................... 1,538,419 5 years 1,563,419 5 years
------------- ------------
16,859,606 16,444,606
Less accumulated depreciation and amortization .... (11,053,660) (10,539,515)
------------- ------------
Net property and equipment ........................ $ 5,805,946 $ 5,905,091
============= ============
</TABLE>
Depreciation expense related to property and equipment was approximately
$545,000 and $594,000 for the three months ended March 31, 2000 and 1999,
respectively. Accumulated amortization related to equipment under capital leases
was approximately $1,268,000 and $1,242,000 at March 31, 2000 and December 31,
1999, respectively.
7
<PAGE> 8
3. EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
Basic:
Weighted average number of common shares outstanding (basic) ........ 6,098,209 6,117,079
============ ============
Net income ......................................................... $ 284,161 $ 42,699
============ ============
Net income per share (basic) ....................................... $ .05 $ .01
============ ============
Diluted:
Weighted average number of common shares outstanding (basic) ........ 6,098,209 6,117,079
Incremental common shares outstanding applicable to
"In the Money" options and warrants based on the
average market value of the stock for the quarter .................. 214,728 61,774
------------ ------------
Weighted average number of common shares outstanding (diluted) ..... 6,312,937 6,178,853
============ ============
Net income .......................................................... $ 284,161 $ 42,699
============ ============
Net income per share (diluted) ...................................... $ .05 $ .01
============ ============
</TABLE>
Options excluded from the diluted earnings per share computation because to
do so would have been antidulitive totaled 394,800 and 477,726 as of March 31,
2000 and 1999, respectively.
4. STRATEGIC PARTNERS
On January 24, 2000, the Company announced that it had retained Dallas-based
Hoak Breedlove Wesneski & Co. to act as its financial advisor in connection with
the possible sale of its medical business. The Company also announced that it
intends to consider opportunities to merge with or acquire a business or
businesses in high growth industries, with a focus on the Internet and
technology sectors. The Company's Board of Directors continues to believe that
consideration of these alternatives is in the best interest of shareholders.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
NET REVENUES. Net revenues were $4,836,000 for the three months ended March
31, 2000, compared to $4,127,000 for the three months ended March 31, 1999, an
increase of $709,000 or 17%. The majority of the increase was related to sales
of the Rejuvasilk 2000 microdermabrasion devices of $496,000 for the three
months ended March 31, 2000. The Company had no sales related to the
microdermabrasion devices during the three months ended March 31, 1999. The
remainder of the revenue increase is related to the Company's core business -
specifically medical surgical revenues which increased due to a higher net
revenue per case of $313 for the three months ended March 31, 2000, compared to
$285 for the three months ended March 31, 1999, an increase of $28 or 10%. The
medical surgical net revenue per case increase is mainly due to the Company's
focus on maximizing contracted reimbursement rates on existing and new managed
care contracts. Total net patient service revenue per case was $213 for the
three months ended March 31, 2000, compared to $206 for the three months ended
March 31, 1999, an increase of $7 or 3%. Total procedure volume was 20,309 for
the three months ended March 31, 2000, compared to 20,010 for the three months
ended March 31, 1999, an increase of 299 or 1%.
SALARIES AND BENEFITS EXPENSE. Salaries and benefits expense was $2,080,000
for the three months ended March 31, 2000, compared to $1,970,000 for the three
months ended March 31,1999, an increase of $110,000 or 6%. Average total
full-time employees for the Company was 156 for the three months ended March 31,
2000, compared to 154 for the three months ended March 31, 1999, an increase of
2 or 1%. Salaries and benefits expense as a percentage of net revenues was 43.0%
for the three months ended March 31, 2000, compared to 47.7% for the three
months ended March 31, 1999. This decrease is mainly due to the Company
leveraging its existing infrastructure to generate incremental revenues .
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense was $1,796,000 for the three months ended March 31, 2000,
compared to $1,360,000 for the three months ended March 31, 1999, an increase of
$436,000 or 32%. The majority of this increase is due to costs related to the
sale of microdermabrasion devices of $230,000 for the three months ended March
31, 2000, compared to no costs related to sales of equipment or devices for the
three months ended March 31, 1999.
Nonrecurring charges related to the potential sale of the medical business
for the three months ended March 31, 2000 were $84,000. These charges were for
investment banking and legal fees.
8
<PAGE> 9
Vehicle expense was $198,000 for the three months ended March 31, 2000
compared to $153,000 for the three months ended March 31, 1999, an increase of
$45,000 or 29%. The increase is mainly attributable to an increase in fuel costs
and maintenance.
Communications expense was $192,000 for the three months ended March 31,
2000 compared to $161,000 for the three months ended March 31, 1999 an increase
of $31,000 or 19%. The increase is attributable to additional phone usage to
generate additional revenues for the Company.
Selling, general and administrative expense as a percentage of net revenues
was 37.1% for the three months ended March 31, 2000, compared to 33.0% for the
three months ended March 31, 1999. Without the nonrecurring charges of $84,000,
selling, general and administrative expense as a percentage of net revenues
would have been 35.4% for the three months ended March 31, 2000. This increase
is attributable to the costs related to the sale of the microdermabrasion
devices during the three months ended March 31, 2000.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $555,000
for the three months ended March 31, 2000, compared to $614,000 for the three
months ended March 31, 1999, a decrease of $59,000 or 10%. This decrease is
mainly due to various items of equipment being fully depreciated before or
during the three months ended March 31, 2000.
PROVISION FOR UNCOLLECTIBLE ACCOUNTS. Provision for uncollectible accounts
was $307,000 for the three months ended March 31, 2000, compared to $278,000 for
the three months ended March 31, 2000, an increase of $29,000 or 10%. As a
percentage of net patient service revenue, provision for uncollectible accounts
was 7.1% for the three months ended March 31, 2000, compared to 6.7% for the
three months ended March 31, 1999.
OPERATING INCOME (LOSS). Operating income was $98,000 for the three months
ended March 31, 2000, compared to a loss of $95,000 for the three months ended
March 31, 1999, an increase of $193,000 or 203%. This increase was primarily due
to the significant increase in net revenue of $709,000 which was offset by an
increase in salaries and benefits expense and selling, general, and
administrative expense. The Company incurred an $84,000 nonrecurring charge
during the three months ended March 31, 2000 related to the potential sale of
the medical business. Without the nonrecurring charge, operating income for the
three months ended March 31, 2000 would have been $182,000, an increase of
$277,000 or 292% compared to the three months ended March 31, 1999.
INTEREST INCOME AND OTHER, NET. Interest income and other, net was $186,000
for the three months ended March 31, 2000, compared to $177,000 for the three
months ended March 31, 1999, an increase of $9,000 or 5%. This was mainly
attributable to the Company earning a higher rate of return on its commercial
paper investments.
PROVISION FOR INCOME TAXES. For the three months ended March 31, 1999, the
Company recorded a tax provision for federal and state income taxes with an
effective tax rate of 40%. For the three months ended March 31, 2000, the
Company recorded no tax provision due to the utilization of the Company's $2.3
million net operating loss carryforward.
NET INCOME. As a result of the items discussed above, the Company's net
income was $284,000 or $.05 per share for the three months ended March 31, 2000,
compared to $43,000 or $.01 per share for the three months ended March 31, 1999,
an increase of $241,000 or 560%. The Company incurred an $84,000 nonrecurring
charge during the three months ended March 31, 2000 related to the potential
sale of the medical business. Without the nonrecurring charge, net income for
the three months ended March 31, 2000 would have been $368,000 or $.06 per
share, an increase of $325,000 or 756% compared to the three months ended March
31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company has an accumulated retained deficit of
$3.2 million, primarily due to losses incurred during the twelve months ended
December 31, 1999, 1998, and 1997.
Net cash provided by the operating activities was $242,000 and $765,000 for
the three months ended March 31, 2000 and 1999, respectively. For its investing
activities, the Company consumed $438,000 and $1,065,000 for the three months
ended March 31, 2000 and 1999, respectively, primarily for the purchase of
medical equipment. Capital expenditures were $461,000 and $647,000 for the three
months ended March 31, 2000 and 1999, respectively. Net cash provided by (used
in) financing activities was $29,000 and $(57,000) for the three months ended
March 31, 2000 and 1999, respectively.
YEAR 2000 COMPLIANCE
The Company completed its evaluation of the Year 2000 ("Y2K") compliance
status in 1999. The Company tested its information technology, such as software
regarding Y2K compliance and received certification of Y2K compliance from its
third party vendors related to the billing and accounting systems. The Company
conducted further tests on its accounting system during the fourth quarter of
1999. Based upon the Company's evaluation of the Y2K compliance of its
information technology, its polling of third party vendors, and its
9
<PAGE> 10
receipt of certification of Y2K compliance from its third party vendors related
to the billing and accounting systems, the Company does not anticipate that
there will be a material Y2K problem and has not experienced any material Y2K
problems to date.
However, certain of the Company's medical equipment contains embedded
technology that could have Y2K-related problems. The Company has polled the
manufacturers and vendors of such equipment regarding Y2K compliance and, based
on such polling, all equipment known to the Company to be non-Y2K compliant has
been replaced or upgraded. The Company does not expect to conduct independent
tests of its medical equipment to assess Y2K compliance. Based upon the
Company's actions in preparation for Y2K, and responses received from its
third-party vendors, the Company does not anticipate that there will be a
material Y2K problem with respect to its equipment. Furthermore, because its
equipment comes from third party vendors, who are being requested to replace or
upgrade all non-compliant equipment, the Company does not expect that its
Y2K-related expenditures with respect to embedded technology will be material
and has not experienced any material Y2K problems to date.
Notwithstanding the foregoing, there can be no assurances (a) that the
representations provided by third party vendors with respect to Y2K compliance
will be accurate, or (b) that the Company will have any recourse against such
vendors if the representations prove to be inaccurate. A Y2K- related failure of
the Company's medical equipment and/or information technology could have a
material adverse effect on the Company and its results of operations.
Furthermore, there can be no assurances that Y2K-related failure caused by third
parties, such as utility providers, transportation companies or others, will not
have a material adverse effect on the Company. To date, the Company has not
experienced any Y2K-related failure caused by third parties.
Based on the Company's process of evaluating its Y2K compliance status, the
Company expended an estimated $50,000 related to addressing Y2K issues.
Furthermore, there can be no assurance that all Y2K issues will be addressed
which could result in additional costs for the Company. To date, the Company has
not experienced any material Y2K problems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
PART II
ITEM 1. LEGAL PROCEEDINGS.
As of the date hereof, there are no legal proceedings pending against or
involving the Company that in the opinion of management, could have a material
adverse effect on the business, financial condition or results of operations of
the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its 1998 Annual Meeting of Shareholders (the "Meeting") on
March 7, 2000. At this Meeting, the Company elected three directors, Paul
Herchman, David Kallenberger, M.D. and Tony LeVecchio to each serve a term of
office that will expire in 2002. The other directors of the Company whose term
of office continues after the Meeting are Jim Silcock, Gary Hill, Tom Montgomery
and Leon Pritzker. There was a total of 5,615,184 shares represented by proxy,
for a total of 5,615,184 shares of Common Stock, which constituted a quorum for
the transaction of business at the meeting. Votes casted for Paul Herchman were
5,604,309. Votes casted for David Kallenberger, M.D. were 5,570,334. Votes
casted for Tony LeVecchio were 5,568,834.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10
<PAGE> 11
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
3.1 - Amended and Restated Articles of Incorporation of the
Company.(1)
3.2 - Amended and Restated Bylaws of the Company.(1)
4.1 - Specimen of Company Common Stock Certificate.(1)
4.2 - Warrant to Purchase 15,651 Shares of Common Stock of the
Company dated July 27, 1995 between the Company and Paul
R. Herchman.(1)
10.1 - Medical Alliance, Inc. 1994 Amended and Restated
Long-Term Incentive Plan.(2)(4)
10.2 - Employment Agreement between the Company and Paul
Herchman.(1)(4)
10.3 - Employment Agreement between the Company and Gary Hill.
(7)(4)
10.4 - Lease Agreement.(1)
10.5 - Strategic Alliance Agreement, dated as of December 19,
1996, by and between Laserscope and the Company.(6)
10.6 - Strategic Alliance Agreement, dated as of January 1,
1997, by and between Valleylab, Inc. and the Company.(6)
10.7 - Exclusive Provider Agreement, dated as of February 9,
1997, by and between Imagyn Medical, Inc. and the
Company.(6)
21.1 - Subsidiaries of the Company.(1)
27.1 - Financial Data Schedule.(3)
- --------
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 333-09815) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (No. 333-18545) and incorporated herein by reference.
(3) Filed herewith.
(4) Management contract or compensatory plan or arrangement, which is being
identified as such pursuant to Item 14(a)3 of Form 10-K.
(5) Schedules and similar attachments to this Exhibit have not been filed
herewith. The Company agrees to furnish a copy of any such omitted
schedules and attachments to the Commission upon request.
(6) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated herein by
reference.
(7) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated herein by
reference.
11
<PAGE> 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.
Medical Alliance, Inc.
DATE: May 15, 2000
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Chief Executive Officer
/s/ Paul Herchman
-------------------------------
Paul Herchman
/s/ Mark Novy Vice President of Finance
-------------------------------
Mark Novy
</TABLE>
12
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<S> <C> <C>
3.1 - Amended and Restated Articles of Incorporation of the
Company.(1)
3.2 - Amended and Restated Bylaws of the Company.(1)
4.1 - Specimen of Company Common Stock Certificate.(1)
4.2 - Warrant to Purchase 15,651 Shares of Common Stock of the
Company dated July 27, 1995 between the Company and Paul
R. Herchman.(1)
10.1 - Medical Alliance, Inc. 1994 Amended and Restated
Long-Term Incentive Plan.(2)(4)
10.2 - Employment Agreement between the Company and Paul
Herchman.(1)(4)
10.3 - Employment Agreement between the Company and Gary Hill.
(7)(4)
10.4 - Lease Agreement.(1)
10.5 - Strategic Alliance Agreement, dated as of December 19,
1996, by and between Laserscope and the Company.(6)
10.6 - Strategic Alliance Agreement, dated as of January 1,
1997, by and between Valleylab, Inc. and the Company.(6)
10.7 - Exclusive Provider Agreement, dated as of February 9,
1997, by and between Imagyn Medical, Inc. and the
Company.(6)
21.1 - Subsidiaries of the Company.(1)
27.1 - Financial Data Schedule.(3)
</TABLE>
- --------
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 333-09815) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-8 (No. 333-18545) and incorporated herein by reference.
(3) Filed herewith.
(4) Management contract or compensatory plan or arrangement, which is being
identified as such pursuant to Item 14(a)3 of Form 10-K.
(5) Schedules and similar attachments to this Exhibit have not been filed
herewith. The Company agrees to furnish a copy of any such omitted
schedules and attachments to the Commission upon request.
(6) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated herein by
reference.
(7) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated herein by
reference.
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