<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Specialty Care Network, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
$19,655,711, which is the sum of (a) $17,172,617 cash; (b) $1,893,479
(3,786,957 shares of Specialty Care Network Common Stock, based on a
closing price per share of $.50 as reported by Nasdaq on April 14,
1999); and (c) $589,615 (cancellation of convertible debentures)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
$3,931
- --------------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
SPECIALTY CARE NETWORK, INC.
44 UNION BOULEVARD -- SUITE 600
LAKEWOOD, CO 80228
Dear Stockholder:
You are cordially invited to attend a special meeting of Stockholders of
Specialty Care Network, Inc., to be held at our corporate headquarters, 44 Union
Boulevard, Suite 600, Lakewood, Colorado on June 11, 1999 at 9:00 a.m. Mountain
Daylight Time.
At the special meeting, you will be asked to consider and vote upon a
proposal to approve and adopt a restructuring transaction involving eleven
restructure agreements between Specialty Care Network and ten affiliated
practices. Under the agreements, we will resell to the practices various
non-medical assets. Aside from accounts receivable that we purchased from the
practices, we acquired most of the assets we are reselling to the practices in
connection with our initial affiliation with the practices. In addition, the
practices will assume certain liabilities relating to our management of
non-medical aspects of the practices. Under the restructuring transaction, we
are agreeing to new management service arrangements with the practices that will
have substantially shorter terms than our current management services
agreements. While the current agreements initially had 40 year terms, the new
agreements will expire generally on the fifth anniversary of a practice's
initial affiliation with us. We are also reducing the service fees payable by
the practices and the level of services that we provide to the practices. In
return for our agreement to enter into the restructuring transaction, we will
receive approximately $17 million in cash (not including service fees), subject
to adjustment based on the net book value of most of the assets we sell to the
practices. We also will reacquire 3,786,957 shares of our common stock, and a
$589,615 convertible debenture issued by us to physicians in one of our
affiliated practices will be cancelled. We expect to use all of the
approximately $17 million cash proceeds of the transaction to repay existing
indebtedness. Some of our practices will be paying an aggregate of approximately
$6 million of service fees in advance through a lump sum prepayment. We
anticipate that at least a portion of the prepaid service fees will also be used
to repay indebtedness.
We are recommending the restructuring transaction because we feel that our
long-term viability depends on our ability to focus our efforts on businesses
outside of the physician practice management industry. Several of our affiliated
practices have encountered financial difficulties in fulfilling their
obligations under existing service agreements. We currently are engaged in
litigation with three practices; none of these practices are currently paying
service fees. While the ten practices that will be repurchasing their practice
assets have continued to fulfill their obligations under their current service
agreements, we believe many of them would neither be willing nor able to
continue to adhere to the terms of the service agreements as currently
structured. Moreover, in light of the difficulties confronted in our industry
generally and by us in particular, we feel it would be most prudent to
substantially reduce our bank indebtedness and concentrate our efforts on other
businesses that we believe provide a greater prospect of potential return than
our physician practice management business as currently structured. Completion
of the restructuring transaction will enable us to pursue development of our
health care rating internet site and our ambulatory surgery center business.
BASED UPON A RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD OF
DIRECTORS CONSISTING OF THE NON-PHYSICIAN DIRECTORS, YOUR BOARD OF DIRECTORS HAS
DETERMINED THAT THE RESTRUCTURING TRANSACTION IS IN THE BEST INTERESTS OF
SPECIALTY CARE NETWORK AND OUR STOCKHOLDERS THAT ARE NOT PARTICIPATING IN THE
RESTRUCTURING TRANSACTION, HAS APPROVED THE RESTRUCTURING TRANSACTION (SUBJECT
TO STOCKHOLDER APPROVAL) AND RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
THE RESTRUCTURING TRANSACTION. THE ACCOMPANYING PROXY STATEMENT INCLUDES DETAILS
REGARDING THE FACTORS CONSIDERED BY THE BOARD OF DIRECTORS. AMONG THE FACTORS
WAS AN OPINION DELIVERED TO THE SPECIAL COMMITTEE BY SUNTRUST EQUITABLE
SECURITIES CORPORATION, FINANCIAL ADVISOR TO THE COMMITTEE, THAT THE
CONSIDERATION TO BE RECEIVED BY SPECIALTY CARE NETWORK IS FAIR, FROM A FINANCIAL
POINT OF VIEW, TO SPECIALTY CARE NETWORK AND ITS STOCKHOLDERS THAT ARE NOT
PARTICIPATING IN THE RESTRUCTURING TRANSACTION. I URGE YOU TO READ THE PROXY
STATEMENT CAREFULLY.
<PAGE> 3
We are optimistic about the prospects for our company if the restructuring
transaction is completed. We can substantially reduce our debt, amicably resolve
ongoing issues with many of our affiliated practices, reduce the number of
shares outstanding and devote our efforts towards attractive business
opportunities. We hope to have your support in this important vote.
Sincerely,
/s/ KERRY R. HICKS
Kerry R. Hicks
President and Chief Executive
Officer
<PAGE> 4
SPECIALTY CARE NETWORK, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Dear Stockholder:
We are calling a special meeting of stockholders of Specialty Care Network,
Inc., to be held at our corporate headquarters, 44 Union Boulevard, Suite 600,
Lakewood, Colorado on June 11, 1999 at 9:00 a.m. Mountain Daylight Time. We are
calling the meeting so that you may vote on a proposal to approve a
restructuring transaction under which the following events will occur:
- Ten of our affiliated practices will purchase from us practice assets
relating to their practices, including assets we acquired from the
practices at the time we affiliated with them.
- We will enter into new management service agreements with the practices
and their physician owners that will:
- reduce the services that we provide to the affiliated practices;
- reduce the terms of our management services arrangements generally from
forty year terms to five year terms beginning from the initial
affiliation date of each affiliated practice, with such management
service arrangements expiring at various times between one year after
closing of the restructuring transaction and September 10, 2002; and
- lower service fees paid by the practices to us; some of the practices
will be paying an aggregate of approximately $6 million of service fees
in advance through a lump-sum prepayment.
- We will receive from the practices and their physician owners
approximately $17 million in cash (exclusive of service fees under the
management services agreements), subject to adjustment, and 3,786,957
shares of our common stock. In addition, a $589,615 convertible debenture
issued by us to physicians in one of our affiliated practices will be
cancelled.
BASED UPON A RECOMMENDATION OF A SPECIAL COMMITTEE OF THE BOARD OF
DIRECTORS, CONSISTING OF THE NON-PHYSICIAN DIRECTORS, YOUR BOARD OF DIRECTORS:
- HAS DETERMINED THAT THE RESTRUCTURING TRANSACTION IS IN THE BEST
INTERESTS OF SPECIALTY CARE NETWORK AND OUR STOCKHOLDERS THAT ARE NOT
PARTICIPATING IN THE RESTRUCTURING TRANSACTION;
- HAS APPROVED THE RESTRUCTURING TRANSACTION (SUBJECT TO STOCKHOLDER
APPROVAL); AND
- RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE RESTRUCTURING
TRANSACTION.
IN ARRIVING AT ITS RECOMMENDATION, THE BOARD OF DIRECTORS GAVE CAREFUL
CONSIDERATION TO A NUMBER OF FACTORS, AS DESCRIBED IN THE ENCLOSED PROXY
STATEMENT, INCLUDING THE OPINION OF SUNTRUST EQUITABLE SECURITIES CORPORATION,
FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE, THAT THE RESTRUCTURING TRANSACTION
IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO SPECIALTY CARE NETWORK AND OUR
STOCKHOLDERS THAT ARE NOT PARTICIPATING IN THE RESTRUCTURING TRANSACTION. THE
WRITTEN OPINION OF SUNTRUST EQUITABLE SECURITIES CORPORATION IS ATTACHED AS
APPENDIX "A" TO THE ENCLOSED PROXY STATEMENT. YOU ARE URGED TO READ THE OPINION
IN ITS ENTIRETY FOR A DESCRIPTION OF THE ASSUMPTIONS MADE, THE MATTERS
CONSIDERED AND THE PROCEDURES FOLLOWED BY SUNTRUST EQUITABLE SECURITIES
CORPORATION.
DETAILS OF THE RESTRUCTURING TRANSACTION APPEAR IN THE ACCOMPANYING PROXY
STATEMENT. PLEASE GIVE THIS MATERIAL YOUR CAREFUL ATTENTION.
Approval of the restructuring transaction requires the affirmative vote of
the holders of the majority of our issued and outstanding shares of common
stock, $0.001 par value. Each share of common stock is entitled to one vote on
all matters to come before the special meeting.
<PAGE> 5
Your vote is important. BECAUSE APPROVAL OF THE RESTRUCTURING TRANSACTION
REQUIRES THAT THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK VOTE "YES," THE EFFECT OF NOT VOTING THE SHARES IS THE SAME AS A "NO"
VOTE. Whether you plan to attend the meeting or not, we urge you to complete,
sign and return your proxy card as soon as possible in the envelope provided.
This will ensure representation of your shares in the event you are not able to
attend the meeting. You may revoke your proxy and vote in person at the meeting
if you so desire.
Sincerely,
/s/ PATRICK M. JAECKLE
PATRICK M. Jaeckle
Executive Vice
President -- Corporate
Development and Secretary
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Questions and Answers About The Restructuring Transaction... 2
Disclosures Regarding Forward-looking Statements............ 4
Proxy Statement For Special Meeting of Stockholders......... 6
The Restructuring Transaction............................... 8
Opinion of SunTrust Equitable Securities.................... 22
Interests of Certain Persons in Matters to be Acted Upon.... 30
Agreement in Principle with the Former PPI
Stockholders -- Plans Relating to Health Care Rating
Interest Site............................................. 30
Ownership of Common Stock By Certain Persons................ 32
Selected Historical and Unaudited Pro Forma Consolidated
Financial Information..................................... 34
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 41
Information About Specialty Care Network, Inc. ............. 47
Index to Financial Statements............................... 75
Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 108
Other Matters............................................... 108
Advance Notice Procedures................................... 108
Stockholders Proposals...................................... 109
Opinion of SunTrust Equitable Securities................Appendix A
</TABLE>
1
<PAGE> 7
QUESTIONS AND ANSWERS ABOUT THE
RESTRUCTURING TRANSACTION
Q. WHO IS SOLICITING MY PROXY?
A. The Board of Directors of Specialty Care Network.
Q. WHERE AND WHEN IS THE SPECIAL MEETING?
A. 9:00 a.m., Mountain Daylight Time, June 11, 1999 at our corporate
headquarters, 44 Union Boulevard, Suite 600, Lakewood, Colorado.
Q. WHAT AM I VOTING ON?
A. Our management is seeking the authorization of the stockholders to enter
into a restructuring transaction, based on eleven separate restructuring
agreements with ten of our affiliated practices and their physician owners.
If the restructuring transaction is consummated, we will receive
approximately $17 million in cash, subject to adjustment based on the net
book value of most of the assets we sell to the practices. We will also
reacquire 3,786,957 shares of our common stock, and a $589,615 convertible
debenture issued by us to physicians in one of our affiliated practices
will be cancelled. The approximately $17 million cash proceeds do not
include service fees to be paid to us under new management services
arrangements. Some of the practices have agreed to make a lump sum
prepayment of their service fee obligations under their management services
agreements, aggregating approximately $6 million.
Q. WHAT WILL SPECIALTY CARE NETWORK DO AFTER THE RESTRUCTURING TRANSACTION IS
COMPLETED?
A. We will continue to provide some services to these practices, although on a
more limited basis. In addition, we will continue to provide physician
practice management services to those practices that have not restructured
their arrangements with us and are not in default under their service
agreements. We also will concentrate on development of our health care
rating web site and ambulatory surgery center businesses. We believe that
these businesses present more promising opportunities than our physician
practice management business.
Q. WHY SHOULD SPECIALTY CARE NETWORK ENTER INTO THE RESTRUCTURING TRANSACTION?
A. A Special Committee of the Board of Directors, consisting of the
non-physician board members, considered the advantages and disadvantages of
the restructuring transaction and recommended that the Board of Directors
approve the restructuring transaction. As described in greater detail in
this proxy statement, our Board of Directors believes that it is in the
best interests of Specialty Care Network to restructure our arrangements
with the affiliated practices. This will enable us to utilize the cash
proceeds of the transaction to pay down a substantial portion of our
indebtedness and increase the proportion of ownership of those of our
stockholders who are not participating in the restructuring transaction. In
addition, the restructuring transaction will eliminate our pending disputes
with some of the affiliated practices. We note that we will no longer be
able to rely on these practices to provide long term revenues. However,
several of the practices were suffering from financial strains due, in
part, to their commitments under their service agreements with us. Some
claimed we were in default under the service agreements and even threatened
litigation. Therefore, we have substantial doubt concerning the long term
viability of our service agreements with many of our affiliated practices.
Our prospects over an extended term will depend on our ability to generate
income from other businesses.
Q. WHAT DID THE BOARD OF DIRECTORS CONSIDER IN DETERMINING TO RECOMMEND THE
RESTRUCTURING TRANSACTION?
A. Based on a variety of factors, including:
- our inability to complete additional affiliations on favorable terms;
- our default under our bank credit facility;
- financial difficulties confronted by our affiliated practices;
- financial performance of many of our affiliated practices below
expectations;
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<PAGE> 8
- lack of philosophical commitment by our affiliated physicians to our
mission;
- claims of default and threats of litigation by several of our practices;
- impairment of the value of our service agreements;
- our ability, following the restructuring transaction, to focus on what we
believe are more promising opportunities, including our health care
rating internet site and ambulatory surgery center businesses;
- our ability to use the proceeds of the restructuring transaction to
reduce our indebtedness substantially; and
- the opinion of SunTrust Equitable Securities Corporation described below,
the Board believes that the restructuring transaction is in the best
interests of Specialty Care Network and our stockholders that are not
participating in the restructuring transaction. In addition, the Special
Committee retained SunTrust Equitable Securities Corporation, an
independent investment banking firm, to analyze the financial terms of the
transaction. SunTrust Equitable Securities Corporation has concluded that
the restructuring transaction is fair from a financial point of view to
Specialty Care Network and its stockholders that are not participating in
the restructuring transaction.
Q. WHAT WILL HAPPEN IF ONE OF THE TRANSACTIONS THAT ARE A PART OF THE
RESTRUCTURING TRANSACTION DOES NOT CLOSE?
A. We anticipate that, if we are able to proceed with the restructuring
transaction, all of the transactions with the ten practices comprising the
restructuring transaction will close. However, in the event one or more of
the transactions comprising the restructuring transaction does not close,
the Board of Directors will consider whether or not closing on the
remaining transactions is in the best interest of Specialty Care Network
and those stockholders who have not contracted to participate in the
restructuring transaction. ACCORDINGLY, A VOTE IN FAVOR OF THE
RESTRUCTURING TRANSACTION WILL CONSTITUTE STOCKHOLDER AUTHORIZATION
ENABLING THE COMPANY TO CLOSE ON RESTRUCTURE AGREEMENTS WITH FEWER THAN TEN
OF THE PRACTICES, IF THE BOARD OF DIRECTORS DETERMINES THAT SUCH A COURSE
OF ACTION IS IN THE BEST INTEREST OF SPECIALTY CARE NETWORK AND THOSE
STOCKHOLDERS WHO HAVE NOT CONTRACTED TO PARTICIPATE IN THE RESTRUCTURING
TRANSACTION.
Q. WILL ANY OF THE MONEY RECEIVED FROM THE RESTRUCTURING TRANSACTION BE
DISTRIBUTED TO OUR STOCKHOLDERS?
A. No. We intend to use substantially all of the cash proceeds generated from
the restructuring transaction to pay down our outstanding indebtedness,
although we may retain a portion of the lump sum prepaid service fees to
fund operations. The amount of cash that we will retain is subject to
negotiation with our lending banks.
Q. WILL STOCKHOLDERS HAVE APPRAISAL RIGHTS?
A. No.
Q. WHAT SHOULD I DO NOW?
A. You should mail your signed and dated proxy card in the enclosed envelope
as soon as possible, so that your shares will be represented at the special
meeting.
Q. CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
A. Yes. You can change your vote in one of three ways at any time before your
proxy is used. First, you can revoke your proxy by written notice. Second,
you can send a later dated proxy changing your vote. Third, you can attend
the meeting and vote in person.
Q. HOW WILL MY SHARES BE VOTED IF THEY ARE HELD IN A BROKER'S NAME?
A. Your broker may vote shares nominally held in its name (or in what is
commonly called "street name") only if you provide the broker with written
instructions on how to vote.
3
<PAGE> 9
Q. WHAT HAPPENS IF I DO NOT GIVE MY BROKER INSTRUCTIONS?
A. Absent your instructions, these shares will not be voted. Because approval
of the restructuring transaction requires that the holders of a majority of
the outstanding shares of our common stock vote "yes," the effect of not
voting the shares is the same as a "no" vote. Therefore, we urge you to
instruct your broker in writing to vote shares held in street name for the
proposed transaction.
Q. WHO SHOULD I CALL WITH QUESTIONS?
A. If you have questions about the transaction, you should call Patrick
Jaeckle, our Executive Vice President -- Corporate Development, at
303/716-0041.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 under the captions,
"Questions and Answers about the Restructuring Transaction," "the Restructuring
Transaction," "Agreement in Principle with the Former PPI Stockholders -- Plans
Relating to Health Care Rating Internet Site," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Information About
Specialty Care Network" and elsewhere in this proxy statement. These
forward-looking statements include, among others, statements about the
following:
- our ability, following the restructuring transaction, to focus on our
health care rating internet site and ambulatory surgery center
businesses;
- our ability to maintain the cooperation of our lending banks and to seek
a restructuring of our remaining debt obligations if the restructuring
transaction is approved;
- anticipated decline in revenues generated from service fees with our
affiliated practices after the guaranteed payment periods;
- the effect on our business and operations of additional litigation;
- our ability, after the restructuring transaction, to repay a substantial
portion of our indebtedness and the anticipated effects of that
repayment;
- the anticipated resolution of issues with the former stockholders of
Provider Partnerships, Inc.;
- planned expansion of our internet business and financing needs;
- effect of the restructuring transaction on service fee revenues and
clinic expenses;
- the sufficiency of cash flow on operations to fund our operations at
their current level for the next 12 months;
- the need for additional funds to finance capital expenditures relating to
expansion of our business;
- anticipated capital expenditures during 1999;
- use of working capital to fund our obligation to purchase accounts
receivables of affiliated practices on an ongoing basis;
- Year 2000 compliance of internal applications and affiliated practices;
- status of Year 2000 compliance of third-party payors;
- the effect of costs of Year 2000 non-compliance issues identified to
date;
- additional costs to correct any significant Year 2000 issues that may
arise;
- capital commitments required to develop operations of Ambulatory
Services, Inc.;
- anticipated services to be provided by Ambulatory Services, Inc.;
4
<PAGE> 10
- effects of changes in government regulation, application of current
regulation to our operations, or adverse determinations by regulatory
agencies;
- our ability to compete with respect to physician practice management
services;
- the effect on us if affiliated practices are not able to compete
effectively in the markets they serve;
- anticipated competition to seek health care rating services on the
internet;
- attractiveness of HealthCareReportCards.com for advertising by certain
hospitals;
- effect of the restructuring transaction on our employee base; and
- scope of our insurance coverage.
When used in this proxy statement, the words "anticipate," "believe,"
"estimate," and similar expressions are generally intended to identify
forward-looking statements. There are important factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including:
- our inability to raise capital for our healthcare rating internet site
and ambulatory surgery center businesses;
- the refusal of our lending banks to consent to the restructuring
transaction or the restructuring of our remaining debt obligations;
- the status of our litigation with our affiliated practices;
- results of operations of our affiliated practices;
- the failure to enter into a definitive agreement with the former
stockholders of PPI;
- unanticipated cash requirements to support current operations or
expansion of our business;
- Year 2000 issues that were not identified by our internal assessment or
by third-party payors;
- unanticipated costs of Year 2000 compliance;
- inability to hire appropriate personnel for, or market services of
Ambulatory Services, Inc.;
- enactment of new government regulations, court decisions, regulatory
interpretations or other initiatives;
- competition in each of our businesses;
- the creation of new web sites by our competitors that are with
statistical or other attributes that are attractive to hospitals seeking
to advertise on the internet;
- inability to appropriately match personnel to business needs; and
- claims that exceed our insurance coverage; and
In addition, please see other factors under "Information About Specialty
Care Network, Inc. -- Risk Factors."
5
<PAGE> 11
SPECIALTY CARE NETWORK, INC.
44 UNION BOULEVARD -- SUITE 600
LAKEWOOD, CO 80228
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
THE SPECIAL MEETING
TIME, DATE AND PLACE OF SPECIAL MEETING
This proxy statement is being furnished in connection with the solicitation
of proxies by our Board of Directors for use at the special meeting of
stockholders to be held at 9:00 a.m., Mountain Daylight Time, on Friday, June
11, 1999 at our corporate headquarters, 44 Union Boulevard, Suite 600, Lakewood,
Colorado, and at any meeting held upon adjournment or postponement of the
special meeting.
We are first mailing copies of this proxy statement, the attached notice of
special meeting of stockholders, and the enclosed form of proxy on or about May
14, 1999.
PURPOSE OF THE SPECIAL MEETING; RECOMMENDATION OF THE BOARD OF DIRECTORS
At the special meeting, holders of our common stock will consider and vote
upon a proposal to approve and adopt the restructuring transaction to be
effected through eleven separate restructure agreements with ten of our
affiliated practices and their physician owners. Under the restructure
agreements, we will sell to the practices non-medical assets relating to the
practices. Aside from accounts receivable purchased from affiliated practices
under the current service agreements, we acquired most of the assets we are
reselling to the practices in connection with our initial affiliations with the
practices. In addition, the practices will assume certain liabilities relating
to our management of non-medical aspects of the practices. As part of the
restructuring transaction, we will also restructure and enter into new
management services agreements with the practices and their physician owners
that will reduce the term of our current management services arrangements from
40 years to terms generally expiring five years from the date of our initial
affiliations with the practices. We will reduce our services to the practices,
and fees payable by the practices will be substantially reduced. In return for
our agreement to enter into the restructuring transaction, we will receive
approximately $17 million in cash (not including service fees under the
management services agreements), subject to adjustment based on the net book
value of most of the assets we sell to the practices. We also will reacquire
3,786,957 shares of our common stock, and a $589,615 convertible debenture
payable by us to physicians in one of our affiliated practices will be
cancelled. We expect to use all of the approximately $17 million cash proceeds
of the transaction to repay existing indebtedness. Some of the practices will
pay an aggregate of approximately $6 million of service fees in advance through
a lump sum prepayment. We anticipate that at least a portion of the prepaid
service fees will also be used to repay indebtedness. See "The Restructuring
Agreements."
The restructuring transaction will be approved if we receive the
affirmative vote of a majority of the outstanding shares of common stock.
Although we will continue to conduct operations after consummation of the
restructuring transaction, we have nevertheless concluded that it is appropriate
to submit the restructuring transaction to our stockholders for their
consideration because the restructuring transaction involves the sale of a
significant portion of our assets.
BASED UPON, AMONG OTHER THINGS, THE RECOMMENDATION OF THE SPECIAL COMMITTEE
OF THE BOARD OF DIRECTORS CONSISTING OF ALL NON-PHYSICIAN MEMBERS, THE BOARD OF
DIRECTORS HAS APPROVED THE RESTRUCTURING TRANSACTION (SUBJECT TO STOCKHOLDER
APPROVAL) AND RECOMMENDS A VOTE FOR APPROVAL OF THE RESTRUCTURING TRANSACTION.
6
<PAGE> 12
RECORD DATE AND OUTSTANDING SHARES
Our Board of Directors has fixed the close of business on May 6, 1999 as
the record date for the determination of stockholders entitled to notice of, and
to vote at the special meeting or any adjournment of the special meeting.
Accordingly, you may vote at the special meeting only if you are a holder of
record of common stock at the close of business on the record date. As of the
record date, there were 216 holders of record of our common stock and 18,618,955
shares of common stock were issued and outstanding.
VOTE REQUIRED -- SCOPE OF STOCKHOLDER AUTHORIZATION
Approval of the restructuring transaction requires the affirmative vote, in
person or by proxy, of the majority of the shares outstanding.
We anticipate that, if we are able to proceed with the restructuring
transaction all of the transactions with the ten practices comprising the
restructuring transaction will close. However, in the event one or more of the
transactions comprising the restructuring transaction does not close, the Board
of Directors will consider whether or not closing on the remaining transactions
is in the best interest of Specialty Care Network and those stockholders who
have not contracted to participate in the restructuring transaction.
ACCORDINGLY, A VOTE IN FAVOR OF THE RESTRUCTURING TRANSACTION WILL CONSTITUTE
STOCKHOLDER AUTHORIZATION ENABLING THE COMPANY TO CLOSE ON RESTRUCTURE
AGREEMENTS WITH FEWER THAN TEN OF THE PRACTICES, IF THE BOARD OF DIRECTORS
DETERMINES THAT SUCH A COURSE OF ACTION IS IN THE BEST INTEREST OF SPECIALTY
CARE NETWORK AND THOSE STOCKHOLDERS WHO HAVE NOT CONTRACTED TO PARTICIPATE IN
THE RESTRUCTURING TRANSACTION.
QUORUM AND VOTING OF PROXIES; REVOCATION
The presence in person or by proxy of the holders of a majority of our
outstanding shares is necessary to constitute a quorum at the special meeting.
If you complete and return a proxy and we receive your proxy at or prior to
the special meeting, your proxy will be voted in accordance with your
instructions. If you execute and return a proxy but do not provide instructions
as to your vote, your proxy will be voted FOR the proposed restructuring
transaction. If you execute and return a proxy marked ABSTAIN, your proxy will
count for purposes of determining whether there is a quorum present at the
special meeting and for purposes of determining the voting power and number of
shares entitled to vote at the special meeting, but your proxy will not be
voted. Proxies marked ABSTAIN will have the effect of a vote AGAINST the
proposed restructuring transaction. Shares represented by "broker non-votes"
will be counted for purposes of determining whether there is a quorum at the
special meeting. Brokers and nominees are generally precluded from exercising
their voting discretion with respect to the approval of the restructuring
transaction. Therefore, absent specific instructions from the beneficial owner
of such shares, brokers and nominees are not empowered to vote such shares with
respect to the approval of the proposal. Therefore, broker non-votes will have
the effect of a vote AGAINST the proposed restructuring transaction.
You may revoke your proxy at any time prior to its use. In order to revoke
your proxy, you must deliver to our Secretary a signed notice of revocation or
you must deliver a later dated proxy changing your vote. In addition, you may
choose to attend the special meeting and vote in person. Please note that simply
attending the special meeting will not in itself constitute the revocation of
your proxy.
INTENTIONS AND AGREEMENTS TO VOTE
The members of our Board of Directors, who beneficially hold an aggregate
of 1,263,543 shares of our common stock, which constitutes 7.7% of the
outstanding shares, have advised us that they will vote their shares in favor of
the restructuring transaction. In addition, we anticipate that the physician
owners of the ten affiliated practices that have entered into the restructuring
agreements will vote their shares in favor of the restructuring transaction.
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NO DISSENTERS' RIGHTS
Stockholders who do not approve of the proposed restructuring transaction
are not entitled to appraisal or any other rights with respect to the proposed
restructuring transaction under Delaware law or our restated certificate of
incorporation.
COSTS OF SOLICITATION
We will pay the costs associated with soliciting proxies from our
stockholders. In addition to solicitation by this proxy statement, we may also
solicit holders of common stock by mail, telephone, facsimile or by personal
solicitation. We have retained Corporate Investor Communications, Inc. to assist
us in soliciting proxies. We have agreed to pay Corporate Investor
Communications, Inc. $6,000 and to reimburse it for its reasonable expenses in
connection with the solicitation. This solicitation also may be made by
directors, officers and regular employees, who will not receive any additional
compensation for such efforts. We will request brokerage houses and other
nominees, fiduciaries and custodians who nominally hold shares of common stock
as of the record date to forward proxy soliciting material to the beneficial
owners of such shares, and we will reimburse them for their reasonable
out-of-pocket expenses.
THE RESTRUCTURING TRANSACTION
BOARD OF DIRECTORS RECOMMENDATION
BASED UPON, AMONG OTHER THINGS, THE RECOMMENDATION OF THE SPECIAL COMMITTEE
OF THE BOARD OF DIRECTORS AND OTHERS FACTORS, THE BOARD OF DIRECTORS BELIEVES
THAT THE RESTRUCTURING TRANSACTION IS IN THE BEST INTERESTS OF SPECIALTY CARE
NETWORK AND OUR STOCKHOLDERS THAT ARE NOT PARTICIPATING IN THE RESTRUCTURING
TRANSACTION. ACCORDINGLY, THE BOARD OF DIRECTORS HAS APPROVED THE RESTRUCTURING
TRANSACTION AND RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR APPROVAL OF THE
RESTRUCTURING TRANSACTION.
REASONS FOR THE RESTRUCTURING TRANSACTION
Since we began operations in 1996, we have principally been engaged in the
management of physician practices engaged in musculoskeletal care, which is the
treatment of conditions relating to bones, joints, muscles and related
connective tissues. We entered into exclusive, long-term service arrangements
with 164 physicians practicing through 21 affiliated practices. When we entered
into these transactions, we also acquired most of the non-medical assets of the
affiliated practices. In exchange, we paid consideration consisting of cash, our
securities or both. However, as a result of events that have occurred during
1998, we have concluded that we must refocus our business operations. We believe
that the restructuring transaction presents the best available opportunity to
enhance stockholder value over the long term. It will eliminate a substantial
portion of our indebtedness and enable us to focus on businesses that we
currently believe provide a greater prospect of potential return than our
physician practice management business. Accordingly, the Board of Directors has
unanimously voted to recommend that you approve the restructuring transaction.
In reaching this determination, the Board of Directors considered, among other
factors, the recommendation of the Special Committee of the Board of Directors
and the opinion of SunTrust Equitable Securities Corporation regarding the
financial terms of the proposed restructuring. See "Opinion of SunTrust
Equitable Securities Corporation." The Board of Directors considered a number of
additional factors in reaching its determination, including the following:
1. Our business strategy contemplated that a significant portion of
our growth would be achieved through affiliation with additional practices
on favorable terms. However, after March 1998, we were unable to enter into
a significant affiliation transaction with any medical practice.
2. Completion of the restructuring transaction will require consent
from our lending banks. Based upon preliminary discussions with our lending
banks, we are optimistic (although we cannot assure) that they will approve
the restructuring transaction. We are currently in violation of certain
covenants in our loan agreements. These violations give our lenders the
right to accelerate the maturity of our
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loans and demand immediate payment of the entire principal amount of our
credit facility. If such a situation were to occur, our viability as a
going concern would be severely impaired. We believe that the restructuring
transaction will enhance our ability to maintain the cooperation of our
lending banks and to enhance our ability to seek a restructuring of our
remaining debt obligations.
3. Several of our affiliated practices have not yet been able to
generate the additional revenues anticipated as a result of affiliation
with us. In certain cases, revenues declined. While our service agreements
require a guaranteed payment from the practices (in most cases for three
years following affiliation), certain practices have not fulfilled their
financial commitment, and it is increasingly likely that the revenues we
will generate from service fees will decline after the guaranteed payment
periods.
4. We anticipated that there would be a strong philosophical
commitment by our affiliated physicians to our mission of enhancing the
quality and efficiency of the practices. This commitment was important to
our success because implementing systems, ancillary services, payor
contracting and other services is a gradual process requiring the patience
and cooperation of our affiliated physicians. However, we believe that the
financial difficulties encountered by many of our affiliated practices
after our stock price declined during 1998 weakened our affiliated
physicians' commitment.
5. We are currently engaged in litigation with four affiliated
practices with regard to our service agreements. In addition, we have
received letters from one other affiliated practice not participating in
the restructuring transaction that seek to terminate their affiliation
based on alleged defaults by us. While we are not engaged in litigation
with any of the ten practices that are parties to the proposed
restructuring transaction, several of those practices have threatened
litigation in the event the restructuring transaction is not completed.
Additional litigation, with its related financial costs and diversion of
management time and effort, could materially adversely affect our business
and operations.
6. As a result of the factors described above, we feel that the value
of our service agreements has been materially impaired. We no longer
believe that we can acquire non-medical assets of practices and enter into
long-term affiliations with the practices on terms that will generate an
acceptable return on investment.
7. We believe that as a result of the restructuring transaction, we
will be able to refocus our efforts on what we believe are more promising
opportunities, namely our health care rating internet site and ambulatory
surgery center businesses.
8. The restructuring transaction will enable us to repay a substantial
portion of our indebtedness, thereby improving our balance sheet, and
reducing our debt service burden.
The restructuring transaction does involve considerable risk. We will agree
to eliminate a significant portion of our revenue stream and most of the
original term of the current service agreements. In addition, we will be
focusing on businesses that are in much earlier stages of development than our
physician practice management business. These other businesses may fail.
However, we feel we have little choice but to go forward with the restructuring
transaction. Despite the contractual terms of our current service agreements,
for the reasons set forth above, we believe that the present situation is
untenable. Some of the shorter term management service agreements will provide
revenues for the next few years that should help to further reduce indebtedness
or fund development of our other businesses.
BACKGROUND OF THE RESTRUCTURING TRANSACTION
From the commencement of our operations in 1996, our goal was to become the
leading physician practice management company focusing on musculoskeletal care.
We intended to achieve this goal through acquiring the assets of, and providing
management services to, leading musculoskeletal physician groups in targeted
markets. Our acquisitions of assets of musculoskeletal groups were made in
exchange for our securities, cash or both. In connection with these
acquisitions, we also entered into long-term service agreements with the
practices under which we provide comprehensive operational support, including
day-
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to-day management of non-medical operations and installation of proprietary
information systems. Our hope was that, through substantial physician
representation on our board of directors as well as substantial physician equity
ownership, we could create a business model that not only fostered greater
efficiency, quality and productivity in musculoskeletal practices, but also
engendered a strong physician commitment to our efforts in achieving certain
longer term practice improvement goals.
Through March 31, 1998, we were affiliated with 21 practices including 164
physicians.
We believe that we made significant strides in improving the management of
our affiliated practices. Among other things, we improved the information
systems of most of our practices, instituted ancillary services at many of our
practices, and undertook cost saving and other measures to improve the
efficiencies of our practices. As would be expected, certain projects, such as
our development of a proprietary clinical outcomes database, required a longer
term timetable for implementation. Nevertheless, efforts on these projects were
well underway in the first quarter of 1998, and we were confident that we could
continue to add significant value to our affiliated practices.
Through the spring and summer of 1998, a number of developments adversely
affected the physician practice management industry generally. Among other
developments were widespread adverse publicity concerning medical practices'
experiences with physician practice management companies; the collapse of a
proposed merger between PhyCor, Inc. and MedPartners, Inc. and the subsequent
announcement by these companies that they were taking significant charges
against earnings; and the bankruptcy of FPA Medical Management, Inc. These
developments appear to have contributed to a dramatic decline in the market
price of securities of companies in our sector. We believe that our announcement
in June 1998 that we were reducing the amortizable lives of our long-term
service agreements from 40 years to lives ranging from 5 to 30 years also
adversely affected our stock price. Because of the decline in our stock price,
it became increasingly difficult to complete affiliations on favorable terms.
Therefore, we were unable to meet analysts' expectations with regard to
additional affiliations. We believe this contributed to a further decline in the
price of our stock.
Moreover, many of our affiliated practices were not generating the revenues
that they projected to us would be achieved. Generally, this did not present an
immediate problem for us because all of our affiliated practices are subject to
certain guaranteed minimum service fees. These guaranteed fees are payable to us
for periods ranging from three to five years following a practice's affiliation
with us. We were confident that the efforts we initiated to improve practice
efficiencies, introduce ancillary services and assist in payor contracting would
enable the practices to improve their net patient revenues. We also believed
that, based on the physician-oriented nature of our business structure, our
affiliated practices would be willing to exercise the patience and cooperation
necessary to enable us to fully implement our various services and practice
improvements. What we did not anticipate was the extent to which the decline in
our stock price would result in financial constraints for our affiliated
physicians that would adversely affect their commitment to Specialty Care
Network. Since most of our affiliated physicians received Specialty Care Network
common stock in full or partial payment for their share of practice assets that
we purchased, the physicians had substantial shareholdings in our company.
Many of our affiliated practices, including practices that had been largely
complimentary of our efforts prior to the decline in our stock price, began to
express dissatisfaction with our services. As our stock price continued to
decline, relations with certain of our affiliated practices deteriorated. We
believed then, and continue to believe today, that the decline in our stock
price was the principal cause of physician dissatisfaction, rather than any
shortcomings in our performance. Nevertheless, we recognized that because a
number of physicians made substantial investments in our stock in connection
with their affiliation, and were required to make substantial payments to us
under the service agreements, the physicians were suffering from financial
hardships that served as a strong disincentive to cooperate with us.
As we confronted increasing difficulty in effecting affiliations,
management began to seek alternative, and less capital intensive, ways in which
to generate additional revenues. Management determined to pursue "MSA
arrangements" with musculoskeletal practices. An MSA arrangement involves the
provision of services by us to physician practices under a short-term service
agreement involving services that were
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more limited than those provided by us under the long term service agreements.
Moreover, MSA arrangements did not involve our purchase of practice assets but
merely a contractual obligation to provide specified services for a fixed fee
per physician. We entered into an MSA arrangement with Crossroads Orthopaedic
Associates in Victoria, Texas, in April 1998, and Vanderbilt University Hospital
in July 1998. However, we were not able to enter into any further MSA
arrangements following July 1998. In addition, Vanderbilt University Hospital
has asserted that we are in default under the terms of our MSA arrangement with
them, and has indicated that it will not renew the arrangement after it
terminates in June 1999. Additionally, Crossroads Orthopaedic Associates chose
not to renew its MSA arrangement in April 1999, when the arrangement expired.
In addition, in August 1998, we acquired Provider Partnerships, Inc.
("PPI"), a recently-formed company that provides consulting services to
hospitals. At the time of acquisition, PPI had just entered into its first
consulting arrangement. In addition, principals of PPI had also begun
development of an internet web site designed to rate hospitals on quality of
care indicators. Our web site was launched in October 1998. We acquired these
businesses for 420,000 shares of our common stock and no cash outlay. Kevin J.
Hicks, the principal executive officer of PPI, is the brother of Kerry R. Hicks,
our President and Chief Executive Officer. As a result of an agreement in
principle that we have reached with the former PPI stockholders, we anticipate
that this transaction will be substantially modified. (See "Agreement In
Principle With The Former PPI Stockholders -- Plans Relating to Health Care
Rating Internet Site".)
In June 1998 we were approached by another entity that expressed an
interest in acquiring us. We entered into a confidentiality agreement,
permitting the entity to review some of our internal information. These talks
were terminated in September 1998. Management of that entity advised us that,
based on uncertain prospects in our business sector, they would not pursue
business opportunities in the physician practice management industry.
In September 1998, Peter A. Fatianow, at the time our former Vice President
of Development, M. John Neal, a former Manager of Development, and Michael
Fulton, also a former Manager of Development, approached our management with a
plan for restructuring our arrangements with our affiliated practices. This plan
served as the basis for the restructuring transaction. Through October 1998,
management informally surveyed non-management members of the Board of Directors
to determine if we should pursue the plan with our various affiliated practices.
In general, the plan, as initially conceived, anticipated that, in connection
with the repurchase of practice assets by the affiliated practices and entry
into new service agreements, we would receive as consideration approximately 75%
of the common stock and 25% of the cash initially paid to the practices in
connection with their affiliation with us. In addition, we would receive cash
consideration equal to the net book value of assets returned to the practices.
Management noted that, in order for the restructuring transaction to be viable,
a significant majority of the affiliated practices would have to participate.
Although the Board of Directors reserved judgment pending a review of the
definitive terms of a proposed restructuring transaction, it expressed a
willingness to have management seek to negotiate such a transaction.
Beginning in October 1998, management discussed, on a preliminary basis,
the proposed restructuring transaction with various affiliated practices.
Reaction to management's initial proposal was mixed, and most practices
indicated the need for further information.
On October 30, 1998, the Board of Directors authorized our officers to
enter into negotiations with the affiliated practices with respect to a
restructuring of Specialty Care Network that would:
- provide for the repurchase by affiliated physicians or affiliated
practices of practice assets in exchange for cash and/or common stock;
- limit management services provided to the affiliated practices by us
under our service agreements;
- reduce the term of our service agreements with the affiliated practices;
and
- lower service fees paid to us by the affiliated practices.
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In October 1998, TOC Specialists, P.L., an affiliated practice located in
Tallahassee, Florida, unilaterally stopped making payments owed to us under its
service agreement and diverted cash payments on accounts receivable that were
due to us, in violation of the terms of its service agreement with us. On
October 30, 1998, the Board of Directors authorized management to commence legal
action against TOC and any other affiliated practice that our President believes
to be in material default of its obligations under its service agreement with
us. In addition, the Board of Directors established a Special Committee,
consisting of Kerry R. Hicks, our President and Chief Executive Officer, Patrick
M. Jaeckle, our Executive Vice President -- Corporate Development, Peter H.
Cheesbrough and Mats Wahlstrom. Messrs. Hicks, Jaeckle, Cheesbrough and
Wahlstrom comprise all of the non-physician members of the Board of Directors.
The Special Committee was authorized to consider the following:
- whether it would be in the best interest of Specialty Care Network and
its stockholders to restructure our arrangements with our affiliated
practices to:
- provide for the repurchase by affiliated physicians or affiliated
practices of practice assets in exchange for cash and our common stock;
- limit management services provided to the affiliated practices by us
under our service agreements;
- reduce the term of our service agreements with the affiliated practices;
- lower service fees paid by affiliated practices to us; and
- utilize the cash proceeds of the sale of practice assets to pay amounts
outstanding under our bank line of credit.
- whether it would be in the best interest of Specialty Care Network and
its stockholders to seek an alternative form of restructuring, and
- the terms and conditions upon which the Special Committee would consider
such restructuring to be in the best interest of Specialty Care Network
and our stockholders.
In addition, the Board of Directors authorized the Special Committee, if it
deemed it desirable, to authorize our officers to negotiate with the affiliated
practices concerning the terms and conditions of the restructuring and to
recommend to the Board of Directors approval or disapproval of such terms and
conditions as are negotiated with the affiliated practices. Finally, the Board
of Directors authorized the Special Committee to retain such advisors, including
an investment banking firm, as the Special Committee may deem desirable to
assist in it in discharging its responsibilities.
The Special Committee met following the Board meeting and approved the
retention of SunTrust Equitable Securities Corporation to render financial and
investment banking services to us, which services were to include:
- an evaluation of the terms and conditions of the proposed restructuring;
- an exploration of alternative structures that may be used to effect a
financial restructuring;
- participation in discussions with affiliated practices concerning the
terms of the restructuring; and
- the rendering of an opinion relating to the fairness of the
restructuring, from a financial point of view, to Specialty Care Network
and our stockholders that were not party to the restructuring
transaction.
Thereafter, in accordance with the authorization of the Special Committee,
management engaged in extensive efforts to negotiate a restructuring transaction
with the various affiliated practices. Members of management visited all
practices (except for TOC, against whom we commenced litigation on November 16,
1998; TOC subsequently filed counterclaims against us, and the litigation is
pending). Representatives of SunTrust Equitable Securities Corporation
accompanied management on several of those visits. Several of the practices
expressed opposition to the terms of the restructuring. Some of them
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wrote letters to us claiming that we were in default under our service
agreements. Some threatened litigation. In addition, we have been advised that
many of the affiliated practices were in communication with each other to
discuss possible joint action that could be taken to secure more favorable terms
from us. On the other hand, our management met with certain institutional
stockholders. We did not disclose the proposed terms of the restructuring
transaction to these investors. Nevertheless, they advised us of their concern
that the terms of any proposed restructuring arrangement not be too favorable to
our affiliated practices. Management reported to the Special Committee on these
developments at a meeting held on November 6, 1998.
On November 13, 1998, the Specialists Orthopaedic Medical Corporation, one
of our affiliated practices, commenced litigation against us, one of our
employees, and several of the practice's accounting, consulting and legal
advisors. The practice is seeking, among other things, termination of the
service agreement.
As negotiations proceeded through November, management continued to make
presentations to many of the practices and set a December 31, 1998 deadline for
acceptance or rejection of the restructuring. Many affiliated practices stated
that the deadline did not provide sufficient time for consideration and
negotiation of the proposal. While management continued to insist on a December
31 deadline, it became increasingly doubtful that most of the practices would
react favorably to the restructuring proposal by that time.
However, Orlin & Cohen Orthopaedic Associates, LLP, Vero Orthopaedics, II,
P.A. and Medical Rehabilitation Specialists, II, P.A. expressed a disinclination
to participate in the proposed restructuring and expressed a desire to
participate in three separate and distinct transactions that would close by the
end of 1998. Management believed that the proposed transactions with Orlin &
Cohen, Vero Orthopaedics and Medical Rehabilitation Specialists could provide
specific benefits to the Company beyond those contemplated by the restructuring
transaction, and should be pursued regardless of the disposition of the
restructuring transaction.
On December 9, 1998, the Special Committee met again. Management described
in detail the advantages of the transactions. In the case of Orlin & Cohen, the
structure of the transaction differed from that contemplated in connection with
the proposed restructuring transaction. Moreover, because of certain tax
advantages that would be available to Orlin & Cohen only if the transaction was
closed by December 31, 1998, Orlin & Cohen advised our management that it would
not be willing to agree to financial terms as favorable to Specialty Care
Network as the proposed terms if the transaction did not close by December 31,
1998. In the case of Vero Orthopaedics, in addition to agreeing to the financial
terms relating to repurchase of its practice assets that had been proposed by
us, the practice also offered to make a lump sum payment with regard to the
entire future service fee covered by its revised service agreement. While the
terms relating to Medical Rehabilitation Specialists closely paralleled those
proposed in the restructuring, Medical Rehabilitation Specialists was a practice
located in Tallahassee, Florida, and management believed that TOC had attempted
to have Medical Rehabilitation Specialists join with it in its litigation
against the Company. Given these circumstances, management noted to the Special
Committee that it intended to recommend that Orlin & Cohen, Vero Orthopaedics
and Medical Rehabilitation Specialists not be participants in the proposed
restructuring and that the transactions with the three practices be considered
separately. In addition, management advised the Special Committee that it did
not intend to recommend that the completion of any of the three transactions be
contingent upon completion of the others, nor that any of the transactions be
contingent on completion of the restructuring transaction. Because consideration
of the transactions was beyond the scope of the Special Committee's authority,
management indicated that it intended to recommend the transactions to the Board
of Directors for its consideration if agreements were, in fact, reached with one
or more of the three practices.
With regard to the restructuring transaction, the Special Committee
discussed the timetable for negotiations and, based on management's
recommendation, the consensus of the Special Committee was that management
should maintain a December 31, 1998 deadline for the signing of definitive
agreements with affiliated practices that decided to participate in the
restructuring transaction.
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Over the course of the next several weeks, management continued to
negotiate with respect to the restructuring transaction as well as with respect
to the proposed separate transactions. As a result of a number of issues that
arose during the course of discussions with our various affiliated practices,
management requested, at a meeting of the Special Committee held on December 21,
1998, that the Special Committee address several of the issues in a memorandum
to the affiliated practices. The Special Committee approved the text of the
memorandum at the meeting, which was distributed to the affiliated practices on
the same day. In the memorandum, the Special Committee noted that it had not
approved the restructuring transaction and did not intend to consider the terms
of the restructuring transaction on a formal basis until such time as a
sufficient number of practices have signed definitive agreements. Nevertheless,
the Special Committee stated it was submitting the memorandum in the hope that
it would facilitate negotiations between Specialty Care Network and the
affiliated physicians. Among other things, the memorandum stated that:
- at the recommendation of management, the deadline for agreement on the
restructuring transaction was extended to January 31, 1999;
- an "up front" cash payment was required to pay down our indebtedness;
- The Special Committee would consider whether to recommend the
restructuring transaction to the Board of Directors if approximately ten
practices in the aggregate have determined to repurchase their assets
from Specialty Care Network and operate under a new service agreement;
- Management intended to make several changes to the initially proposed
structure with respect to designated health services (i.e., MRI's,
physical therapy and orthotics). The length of any ancillary services
agreement would be shortened to five years (rather than fifteen, as
originally set forth in the restructuring proposal). In addition,
management would no longer ask for a right of first refusal to develop
ancillary services for a practice that entered into the restructuring
transaction. The Special Committee would entertain a restructuring
proposal that embodied these changes;
- Except for the changes relating to ancillary services, the Special
Committee would not entertain any proposal that would be more generous to
the physician stockholders than the current proposal;
- The Special Committee concurred with management's determination to make
no special arrangements with any affiliated practice;
- The Special Committee did not intend to recommend to the Board of
Directors any arrangement that would result in our being unable to
fulfill our obligations under existing service agreements with those
practices that elect to continue to maintain the current relationship
under the existing service agreements.
In light of the extended deadline for the restructuring, as well as the
Christmas holiday, management focused on the proposed transactions with Orlin &
Cohen, Vero Orthopaedics and Medical Rehabilitation Specialists. However,
Medical Rehabilitation Specialists advised us that it was not willing to go
forward with a separate transaction. On the other hand, Greater Chesapeake
Orthopaedic Associates, LLC, which had not previously expressed an interest in
effecting a separate transaction, advised management that it was willing to
engage in a separate transaction by December 31, 1998 and provide a lump sum
payment of its fee under the new management services arrangement. Leslie S.
Matthews, M.D., one of our directors, is a physician owner of Greater
Chesapeake. Like Vero Orthopaedics, Greater Chesapeake agreed that the entire
future service fee obligation would be paid by January 31, 1999, held in escrow
and paid out over the term of the management services agreement. We agreed to
provide a discount to both Vero Orthopaedics and Greater Chesapeake in
consideration of their agreement to make a lump sum payment. During the last
week in December, we reached agreements with the three practices on the terms of
the transactions. In addition, Medical Rehabilitation Specialists approached
management and asked once again to participate in a separate transaction.
Because of the lateness of its approach, management's initial reaction was
negative.
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On December 29, 1998, management presented the transactions with Orlin &
Cohen, Vero Orthopaedics and Greater Chesapeake to the Board of Directors, which
approved the transactions. However, in the course of discussions with the
Company's lending banks on December 30 and on the morning of December 31, we
were told that we would not obtain bank consent to the transactions unless we
were able to obtain additional cash proceeds. In order to obtain the necessary
cash proceeds, we requested that Greater Chesapeake agree to make the entire
lump sum payment directly to us by January 31, 1999, rather than keep funds in
escrow. Greater Chesapeake agreed. In addition, we entered into a separate
transaction with Medical Rehabilitation Specialists. We agreed to honor an
earlier request of Medical Rehabilitation Specialists that we accept cash in
lieu of the common stock it otherwise would have had to surrender in the
transaction.
After further discussions with the lending banks, we were advised that the
banks consented to the transactions, and the transactions were closed on
December 31, 1998. As a result of the completion of these four transactions, we
reacquired 2,124,959 shares of our common stock and reduced our outstanding
indebtedness at December 31, 1998 by approximately $5.5 million through the
cancellation of a convertible note issued to Orlin & Cohen. Additionally, in
1999, we used additional proceeds from these four transactions to reduce the
amount outstanding under our credit facility by approximately $8.5 million.
On January 22, 1999, 3B Orthopaedics, one of our affiliated practices,
commenced litigation with us seeking, among other things, to terminate our
management services arrangement with them. We have filed counterclaims against
3B Orthopaedics.
Intensive discussions regarding the restructuring transaction continued
with most of our remaining affiliated practices throughout January. As of
January 31, 1999, we had received commitments from several affiliated practices.
However, because substantial progress had been made in negotiations with other
affiliated practices, we decided to continue negotiations into March 1999.
On March 8, 1999, the Special Committee recommended approval of, and the
Board of Directors approved, restructure agreements with the nine affiliated
practices that agreed to enter into the restructuring transaction. Management
was not certain whether Reconstructive Orthopaedic Associates, II, P.C. would
enter into the restructuring transaction, but felt that there was a strong
possibility that an agreement would be reached. Therefore, the Special Committee
recommended, and the Board approved, including Reconstructive Orthopaedic
Associates, II, P.C. in the restructuring transaction if the practice entered
into a restructure agreement on terms substantially similar to those
contemplated at the time of the meeting. On March 19, 1999, we reached agreement
with Reconstructive Orthopaedic Associates.
TERMS OF THE RESTRUCTURING TRANSACTION
The following discussion summarizes the material terms of the agreements
entered into with the affiliated practices that are participating in the
restructuring transaction. The actual terms of the agreements with each of the
practices may vary in certain respects from the description below as a result of
negotiations with the individual practices and the requirements of state laws
and regulations.
BASIC TRANSACTION
Each of the affiliated practices participating in the restructuring
transaction, together with their physician owners, will enter into a separate
restructure agreement with us. Two physicians in one of the affiliated
practices, who joined that practice in the summer of 1998, entered into an
agreement separate from the agreement we reached with the other physicians in
the practice.
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Purchase Price of Practice Assets
Under each agreement, we will transfer, with respect to the practice, all
of our right, title and interest in:
- the accounts receivable relating to the practice;
- the tangible and intangible assets we purchased or acquired in respect of
the practice, other than those disposed of in the ordinary course of
business since the date we affiliated with the practice;
- all prepaid expenses relating to the practice;
- all inventory relating to the practice; and
- all other assets relating to the practice.
The amount we will receive from each practice and its physician owners for
the assets we are selling to the practice generally will equal:
- the book value of the accounts receivable relating to the practice on the
date the restructuring transaction closes; plus
- the book value of all fixed assets and other capital assets relating to
the practice on the date the restructuring transaction closes; plus
- the book value of all prepaid expenses relating to the practice on the
date the restructuring transaction closes; plus
- the book value of all notes and other receivables the physician owners of
the practice owe to us on the date the restructuring transaction closes;
plus
- the cash balance of the practice's deposit account on the date the
restructuring transaction closes; less
- the book value of the liabilities and obligations relating to the
practice on the date the restructuring transaction closes.
Each of the foregoing values generally will be as set forth as of the most
recent available balance sheet as of the end of the month prior to the date of
closing of the restructuring transaction.
Purchase Price Adjustment
Within 60 days after the date the restructuring transaction closes, we will
prepare an unaudited balance sheet that sets forth the net book value of the
assets to be purchased by the practice and the liabilities to be assumed by the
practice as of the date of closing of the transaction. The purchase price will
be adjusted based on this balance sheet. If the amount paid by the practice and
its physician owners exceeds the adjusted purchase price, we will remit the
excess to the practice and its physician owners. Conversely, if the amount paid
by the practice and its physician owners is less than the adjusted purchase
price, the practice and its physician owners will remit the difference to us.
Service Agreements
In addition to the purchase price paid for the practice assets, we have
agreed to execute a management services agreement to replace the existing
service agreement with each of the restructured affiliated practices. As
consideration for our agreeing to enter into the management services agreement,
the practices have agreed either to pay us an additional amount of cash, to
return to us a specified number of our shares of common stock or both to pay us
a specified amount of cash and to return to us a specified amount of shares of
our common stock.
16
<PAGE> 22
The following table presents information regarding the approximate
consideration we expect to receive from the practices and their physician owners
participating in the restructuring transaction. The amounts we will receive
constitute payment for the assets we are selling and the revision of our service
agreement arrangements. Because the precise amount of the cash payment will be
adjusted based on the net book value of most of the assets and liabilities as of
the closing date of the restructuring transaction, we anticipate that the actual
amount we receive will change.
<TABLE>
<CAPTION>
NUMBER OF SHARES
APPROXIMATE OF OUR COMMON STOCK
NAME OF PRACTICE PRINCIPAL OFFICE CASH PAYMENT TO BE SURRENDERED TO US
- ---------------- ---------------- ------------ -----------------------
<S> <C> <C> <C>
Floyd R. Jaggears, Jr., M.D., P.C., II........ Thomasville, GA $ 264,300 0
Riyaz H. Jinnah, M.D., P.A. .................. Baltimore, MD 170,476 73,000
The Orthopaedic and Sports Medicine Center,
II, P.A. ................................... Annapolis, MD 2,477,793 440,079
Orthopaedic Associates of West Florida,
P.A. ....................................... Clearwater, FL 2,496,785 332,983
Orthopedic Institute of Ohio, Inc. ........... Lima, OH 3,289,373 505,040
Orthopaedic Surgery Centers, P.C. II.......... Portsmouth, VA 1,644,899 266,615
Princeton Orthopaedic Associates, II, P.A. ... Princeton, NJ 2,219,000 897,595
Reconstructive Orthopaedic Associates, II,
P.C. ....................................... Philadelphia, PA 2,966,002 1,224,626
Southeastern Neurology Group II, P.C. ........ Portsmouth, VA 1,416,720 35,866
Steven P. Surgnier, M.D., P.A., II............ Marianna, FL 227,269 11,153
----------- ---------
Totals........................................ $17,172,617 3,786,957
=========== =========
</TABLE>
The cash payment amounts set forth above are based upon the net book value
of the relevant assets and liabilities of the various practices at December 31,
1998. Actual payment will be based on balance sheets as of the month ending
prior to closing of the restructuring transaction, and will be adjusted based
upon balance sheets as of the closing date.
In addition, under a separate restructure agreement, John M. Fenlin, M.D.,
and Barbara G. Frieman, two physicians in Reconstructive Orthopaedic Associates,
have agreed to cancel a convertible debenture payable that we issued to them in
the amount of $589,615.
Management Services Agreements
Upon the consummation of the restructuring transaction, we will enter into
new management service agreements with the practices and their physician owners
that will govern our future relationships. The term of all but one of our
management services arrangements with the practices and their physician owners
will be reduced from 40 years to a date between November 2001 and March 2003,
and the service fees each practice pays to us will be reduced. Although one of
the management service agreements will terminate on the first anniversary of the
closing of the restructuring transaction, the practice has agreed to pay service
fees to us as if the agreement terminates in November 2001. Our obligations
under the management services agreements will be more limited than under the
current service agreements, as described below under "New Arrangements Under
Management Services Agreements."
THE CLOSING
We will close the restructuring transaction in our offices in Lakewood,
Colorado two days after all conditions precedent to each party's obligations to
consummate the restructuring transaction have been either satisfied or waived.
Unless the parties consent, we will not close the restructuring transaction
later than June 15, 1999.
17
<PAGE> 23
REPRESENTATIONS AND WARRANTIES
The restructure agreement contains certain representations and warranties
to be made by us on the one hand, and the physician owners and the affiliated
practice participating in the restructuring transaction, on the other hand.
These representations and warranties deal with matters such as:
- the organization, valid existence and good standing of Specialty Care
Network and the affiliated practice;
- in the case of the practice and the physicians, the ownership of the
practice by the physicians;
- the authorization, execution, delivery and enforceability of the
restructure agreement;
- the absence of conflicts or breaches under any statute, court order, law
or ruling including, but not limited to, state or federal securities
laws, as a result of the restructure agreement;
- no party to the restructure agreement will be obligated to pay any
brokers' fees for which the other is liable; and
- in the case of the practice and the physicians, good and marketable title
of shares of our common stock to be transferred to us by the practice or
the physicians.
CERTAIN COVENANTS
The restructure agreement includes a number of covenants, most of which set
forth agreements regarding actions that each of the parties will take or refrain
from taking until the closing of the restructuring transaction.
General
Each of the parties to the restructure agreement will use its best efforts
to take all actions and do all things necessary in order to consummate the
transactions contemplated by the restructure agreement.
Consents
Each of the parties to the restructure agreement will use its best efforts
to obtain all third-party consents necessary in order to consummate the
transactions contemplated by the restructure agreement.
Regulatory Matters and Approval
Each of the parties to the restructure agreement will make filings with and
use its reasonable best efforts to obtain any government approvals required in
connection with the agreement.
Conduct of the Business
None of the parties to the restructure agreement will:
- take any action outside the ordinary course of business; or
- authorize or effect any change in its charter or bylaws that would delay
or prevent consummation of the transactions contemplated by the
agreement.
We will not impose any security interest on the assets to be purchased by
the practice outside of the ordinary course of business.
Notice of Developments
We, on one hand, and the practice and the physician owners, on the other
hand, will give prompt written notice to the other parties of any material
adverse development causing a breach of its representations and warranties.
18
<PAGE> 24
Collection of Accounts Receivable
After the date the restructuring transaction closes, we will help the
practices and the physician owners collect the accounts receivable we owned
prior to the date the restructuring transaction closed.
Employee Benefit Plans
As of the date of the restructuring transaction, we will terminate all of
our employees located at the practice sites and the practice will hire the
employees. The terminated employees will no longer participate in our employee
benefit plans. As of the date the restructuring transaction closes, the practice
will establish benefit plans for these employees similar to those we offered.
Each employee will have the opportunity to participate in these plans.
INDEMNIFICATION
By the Physician Owners
The physician owners of the affiliated practice that is a party to the
restructure agreement will, jointly and severally, indemnify us from any and all
liabilities arising from the following circumstances:
- any breach, untruth or inaccuracy of any representation, warranty or
covenant of the practice that is a party to the restructure agreement or
of the physician owners of the practice; or
- the liabilities assumed by the practice on the date the agreement closes.
Additionally, the physician owners will continue to be subject to their
indemnity obligations to us under the original acquisition agreement and the
existing service agreement with respect to third party claims which relate to
matters arising prior to the closing date of the restructuring transaction.
By Us
We will indemnify the affiliated practice that is a party to the
restructure agreement from all liabilities arising out of our breach, untruth or
inaccuracy of any of our representations, warranties or covenants.
RELEASE
The practice and its physician owners will release us from all claims they
have or had against us at or prior to the closing of the restructuring
transaction. With respect to certain practices, we will release them from all
claims we may have, at or prior to the closing date of the restructuring
transactions, except with respect to some continuing indemnification obligations
of such practices.
CONDITIONS TO THE CLOSING OF THE RESTRUCTURING TRANSACTION
The closing of the restructuring transaction depends upon the satisfaction
a number of conditions, including the following:
- approval of our lending banks;
- the approval of our stockholders;
- the restructuring transaction is not prohibited by any laws or
injunctions;
- the representations and warranties of each of the parties are true and
correct on the date the restructuring transaction closes;
- the restructure agreement does not violate any state or federal
securities laws (Limitations under Delaware law may prevent us from
consummating the restructuring transaction if we would have negative net
worth following the restructuring transaction.); and
- each party performed or complied with its covenants on or before the date
the restructuring transaction closes.
19
<PAGE> 25
TERMINATION OF THE RESTRUCTURE AGREEMENT
Either party to the restructure agreement may terminate the restructure
agreement if:
- the other breaches or failures to comply with any of its representations,
warranties or obligations under the agreement; or
- the closing has not occurred by June 15, 1999, because the conditions to
that party's obligation to close have not been satisfied by that date.
AMENDMENT AND WAIVER
The restructure agreement may be amended by the parties at any time before
or after approval of the restructuring transaction by our stockholders. However,
certain amendments may, by law, require further approval by our stockholders.
NEW ARRANGEMENTS UNDER MANAGEMENT SERVICES AGREEMENT
We Will Provide Fewer Services Under Our New Management Service Agreements
Under our new management service agreements, we will reduce the level of
services that we provide to the practices participating in the restructuring
transaction. We will offer the following services for each practice
participating in the restructuring transaction:
- assessing the financial performance, organizational structure, wages and
strategic plan of the practice;
- advising with respect to current and future marketing and contracting
plans with third party payors and managed care plans;
- negotiating malpractice insurance coverage;
- providing access to patient information databases;
- analyzing annual performance on a comparative basis with other practices
that have contracted with us; and
- analyzing coding and billing practices.
Unlike our prior arrangements with the affiliated practices, we will NOT
provide any equipment, facilities, supplies or employee staffing at practice
sites under these management services agreements. In addition, the following
management services are those that we performed under the prior arrangement but
will NOT be providing under the management service agreements:
- personnel evaluations;
- billing and collection services;
- computer hardware/software support;
- payroll services;
- accounts payable processing/managing;
- on-site procurement; and
- any other type of day-to-day practice management services.
Our Fee Structure Will Change Under the Management Service Agreements
We have negotiated a fixed fee with each of the practices and their
physician owners participating in the restructuring transaction. In addition,
our fees relating to certain ancillary services will be based upon a
20
<PAGE> 26
percentage of the practice's monthly revenue from professional medical services
personally furnished to patients by the practice's licensed medical
professionals.
The following table shows the expiration date and the fee to be paid by
each practice participating in the restructuring transaction. Those practices
that are paying us a lump sum fee were provided a discount as compared to the
total fee they would have paid if their fees were paid monthly.
<TABLE>
<CAPTION>
EXPIRATION DATE OF
MANAGEMENT SERVICE
NAME OF PRACTICE AGREEMENT FEE
- ---------------- ------------------ ---
<S> <C> <C>
Floyd R. Jaggears, Jr., M.D.,
P.C. II....................... March 3, 2002 $141,716 (pre-paid lump sum)
Riyaz H. Jinnah, M.D., II,
P.A. ......................... February 28, 2002 $3,736 (per month)
The Orthopaedic and Sports
Medicine Center, II, P.A. .... March 31, 2002 $50,210 (per month), plus 7.5%
of revenue from orthotics
management services
Orthopaedic Associates of West
Florida, P.A. ................ September 1, 2002 $38,023 (per month), plus 7.8%
of professional services revenue
associated with respect to
William E. Kilgore, M.D.
Orthopedic Institute of Ohio,
Inc........................... September 10, 2002 $1,850,365 (pre-paid lump sum)
Orthopaedic Surgery Centers,
P.C. II....................... June 10, 2002 $1,126,977 (pre-paid lump sum)
Princeton Orthopaedic
Associates, II, P.A. ......... One year after closing date $972,155 (pre-paid lump sum)
Reconstructive Orthopaedic
Associates, II, P.C. ......... November 1, 2001 $1,888,635 (pre-paid lump sum)
Southeastern Neurology Group II,
P.C. ......................... June 30, 2002 $5,976 (per month)
Steven P. Surgnier, M.D., P.A.,
II............................ August 29, 2002 $3,367 (per month)
</TABLE>
Although the term of Princeton Orthopaedic Associates, II, P.A.'s
management service agreement ends on the first anniversary of the closing date,
the practice has agreed to pay service fees to us as if the agreement terminates
in November 2001. We have also agreed that beginning April 1, 1999 and ending on
the earlier of the date of closing of the restructuring transaction or June 15,
1999, the service fee under the current service agreements will be reduced from
the current fee; and we will provide a more limited level of services during
this period.
ACCOUNTING TREATMENT OF THE TRANSACTION AND OTHER MATTERS
During the fourth quarter of 1998, we recorded a non-cash impairment loss
on service agreements of approximately $94.6 million. This impairment loss
principally relates to the long-term service agreement asset on our balance
sheet and was made under Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Termed Assets and for Long-Lived Assets
to be disposed of."
FEDERAL INCOME TAX CONSEQUENCES OF THE RESTRUCTURING TRANSACTION
This summary is based upon the Internal Revenue Code of 1986, as amended,
as presently in effect, the rules and regulations promulgated thereunder,
current administrative interpretations and court decisions. No assurance can be
given that future legislation, regulations, administrative interpretations or
court decisions will not significantly change these authorities (possibly with
retroactive effect).
21
<PAGE> 27
Federal Income Tax Consequences to Us. The sale of various non-medical
tangible and intangible assets pursuant to the restructure agreements will be a
taxable sale by us upon which gain or loss will be recognized by us. The amount
of gain or loss recognized by us with respect to the sale of the assets will be
measured by the difference between the amount realized by us on the sale of
assets and our tax basis in the assets. The amount realized by us on the sale of
the assets will include the amount of cash received, the fair market value of
any other property received and the amount of liabilities assumed by the
purchasing affiliated practice. Our tax basis in the assets to be sold is
determined in accordance with various provisions of the Internal Revenue Code
and is largely dependent upon the manner in which the assets were acquired by
us. Many of the assets were acquired through non-taxable transactions and have
an initial tax basis determined by reference to the transferor's tax basis with
subsequent adjustments for certain items, such as depreciation. These assets
generally have a tax basis that is less than their corresponding financial
accounting basis. For assets that were not acquired in non-taxable transactions,
their tax basis is generally equal to their cost, as adjusted for certain items,
such as depreciation. These assets generally have a tax basis that more closely
corresponds to their financial accounting basis.
The determination of whether gain or loss is recognized by us will be made
with respect to each of the assets sold. Accordingly, we may recognize gain on
the sale of certain assets and loss on the sale of certain others, depending on
the amount of consideration allocated to an asset as compared to the tax basis
of that asset.
Federal Income Tax Consequences to Stockholders. Except for our physician
Stockholders who are participating in the restructuring transaction, the
restructuring transaction will have no income tax consequences to our
Stockholders.
OPINION OF SUNTRUST EQUITABLE SECURITIES
On December 9, 1998, we engaged SunTrust Equitable Securities as financial
advisor to the Special Committee. In connection with the engagement, SunTrust
Equitable Securities evaluated the fairness of the proposed restructuring
transaction, from a financial point of view, to Specialty Care Network and to
those stockholders not participating in the restructuring transaction.
The SunTrust Equitable Securities opinion was prepared for the Special
Committee and addresses only the fairness of the proposed restructuring
transaction, from a financial point of view, to Specialty Care Network and to
our stockholders that are not participating in the restructuring transaction.
The SunTrust Equitable Securities opinion was delivered orally to the Special
Committee on March 8, 1999 and was accompanied by their written opinion.
SunTrust Equitable Securities opined that the restructuring transaction would be
fair, from a financial point of view, to Specialty Care Network and the
stockholders that are not participating in the restructuring transaction.
Anticipating that Reconstructive Orthopaedic Associates, II, P.C. would enter
into the restructuring transaction, SunTrust Equitable Securities affirmed to
the Special Committee its opinion of the fairness of the restructuring
transaction assuming the participation of Reconstructive Orthopaedic Associates,
II, P.C. under the terms contemplated as of that date. SunTrust Equitable
Securities updated its analysis to include Reconstructive Orthopaedic
Associates, II, P.C. when the practice reached agreement with us to participate
in the restructuring transaction on March 19, 1999, and also updated its
opinion.
The form of the full text of the SunTrust Equitable Securities opinion,
dated March 19, 1999, which sets forth assumptions made, matters considered and
limitations on the review undertaken by SunTrust Equitable Securities, is
attached as Appendix A and should be read carefully and in its entirety.
The SunTrust Equitable Securities opinion does not constitute:
- a recommendation to any stockholder of Specialty Care Network as to how
he, she, or it should vote on the proposed restructuring transaction;
- an opinion as to fair market value of any affiliated practice; or
- an opinion as to the price at which our common stock will actually trade
at any time.
22
<PAGE> 28
The Special Committee did not request that SunTrust Equitable Securities
make, nor did SunTrust Equitable Securities make, any recommendation as to the
consideration to be received by us from any of the practices participating in
the restructuring transaction. The consideration we would receive in the
restructuring transaction was determined through negotiations between us and the
participating practices without involvement by SunTrust Equitable Securities. No
restrictions or limitations were imposed on SunTrust Equitable Securities with
respect to the investigations made or procedures followed by SunTrust Equitable
Securities in rendering its opinion.
In connection with its opinion, SunTrust Equitable Securities made such
reviews, analyses and inquiries as it believed were necessary and appropriate
under the circumstances. Among other things, SunTrust Equitable Securities:
- reviewed the restructure agreements;
- reviewed certain publicly available business and financial information
relating to us;
- reviewed certain other information, including financial projections,
related assumptions and other internal financial analyses, provided by
our management;
- met with our management to discuss our business prospects based on our
present organizational structure and assuming the restructuring
transaction occurs;
- visited eight practices participating in the restructuring transaction
and discussed the terms and conditions of the transaction;
- reviewed the trends and general market conditions in the physician
practice management industry;
- reviewed the reported price and trading activity for our common stock
since our initial public offering;
- reviewed our historical operating performance;
- reviewed the circumstances of certain comparable companies in the
physician practice management industry that have undertaken
reorganizations;
- analyzed certain financial and stock market valuation information for us
and certain other comparable companies whose securities are publicly
traded; and
- performed such other studies and analyses as SunTrust Equitable
Securities considered appropriate.
SunTrust Equitable Securities assumed and relied upon, without independent
verification, the accuracy and completeness of the information reviewed for
purposes of its opinion. With respect to the pro forma financial statements and
financial forecasts and projections provided by us, SunTrust Equitable
Securities assumed that they had been reasonably prepared on the bases
reflecting the best currently available estimates and judgments of our senior
management as to the financial impact of the restructuring transaction on us and
our likely future financial performance. In addition, SunTrust Equitable
Securities did not make an independent valuation or appraisal of our assets or
any of the practices participating in the restructuring transaction. The
SunTrust Equitable Securities opinion was based on business, market, economic,
and other conditions as they existed and could be evaluated on March 8, 1999.
In preparing its opinion for the Special Committee, SunTrust Equitable
Securities performed a variety of financial and comparative analyses, including
those described below. The summary of these analyses does not purport to be a
complete description of the analyses underlying the SunTrust Equitable
Securities opinion. The preparation of a fairness opinion is a complex
analytical process involving various determinations as to the most appropriate
and relevant methods of financial analyses and the application of those methods
to the particular circumstances. Therefore, the process undertaken to deliver an
opinion is not readily susceptible to summary description. In arriving at its
opinion, SunTrust Equitable Securities did not attribute any particular weight
to any analysis or qualitative factor considered by it, but rather made
qualitative judgments as to the significance and relevance of each analysis and
qualitative factor.
23
<PAGE> 29
Accordingly, SunTrust Equitable Securities believes that its analysis must be
considered as a whole and that selecting portions, without considering all
analyses and qualitative factors, could create a misleading or incomplete view
of the processes underlying its resulting opinion. In its various analyses,
SunTrust Equitable Securities made numerous assumptions with respect to us,
industry performance, general business and economic conditions and other
matters, many of which are beyond our control. The estimates in such analyses
are not necessarily indicative of actual values or predictive of future results,
which may be significantly more or less favorable than those suggested. Actual
values will depend on several factors, including events affecting the physician
practice management industry, general economic, market and interest rate
conditions, and other factors that generally influence the price of securities.
The material portions of the analyses performed by SunTrust Equitable
Securities are summarized below.
Pro Forma Dilution Analysis
SunTrust Equitable Securities analyzed the pro forma effect of the
restructuring transaction on our earnings per share for the annualized three
month period ended December 31, 1998. SunTrust Equitable Securities compared the
pro forma earnings per share in the restructuring transaction case to the actual
base case earnings per share, adjusted for certain recent and anticipated
developments in our business. The base case and, in turn, the restructuring
transaction case were predicated on a number of pro forma base case adjustments,
including, among others:
- the write-off of a substantial amount of our impaired assets, primarily
management service agreements intangible assets;
- reorganization of our relationship with four practices in December 1998;
- elimination of the operating results in respect of three practices
currently engaged in litigation with us; and
- certain additional charges and adjustments.
We informed SunTrust Equitable Securities that our management anticipated
making, and in certain cases made, each of these base case adjustments without
regard to whether the restructuring transaction is completed. The restructuring
transaction case was based on a number of additional assumptions, including,
among others:
- completion of the restructuring transaction;
- receipt of consideration from the participating practices, including
cash, shares of our common stock and cancellation of a convertible
debenture payable by us to physicians in one of the participating
practices;
- repayment of a portion of our outstanding indebtedness under our credit
facility;
- replacement of existing service fees with lower fees; and
- estimated general and administrative expense savings.
The analysis indicated that the restructuring would have the following pro
forma financial impact:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, 1998
ANNUALIZED
-------------------------
PRO FORMA
RESTRUCTURING
AGREEMENT
BASE CASE CASE
--------- -------------
<S> <C> <C>
Earnings (loss) per share................................... $(0.01) $0.15
Assumed G&A expense savings................................. -- $3.8 million
</TABLE>
24
<PAGE> 30
Because of the entirely speculative nature of our projected financial
results following the restructuring transaction, SunTrust Equitable Securities
performed a pro forma dilution analysis of our historical financial results and
did not perform a dilution analysis on our projections. Our future results will
be subject to significant business and operational risks, to the amount and
timing of general and administrative expense savings, to our access to capital
resources and to development risks related to potential new lines of business.
Therefore, future financial results may vary materially from projected results.
The dilution analysis implied that our fourth quarter run-rate of net earnings
per share would be enhanced by completion of the restructuring transaction and
supported the SunTrust Equitable Securities opinion.
Capitalization and Leverage Analysis
SunTrust Equitable Securities noted the importance of ready access to debt
and equity capital under the physician affiliation model historically used by
us. We have disclosed that we currently are out of compliance with some of the
covenants under our bank credit facility and that the banks currently will not
advance any additional funds under the credit facility. SunTrust Equitable
Securities analyzed our December 31, 1998 book capitalization and leverage (1)
giving pro forma effect to the base case adjustments and (2) adjusted for the
further pro forma impact of the restructuring transaction. SunTrust Equitable
Securities measured, among other things, the following credit statistics:
- Our ratio of current assets to current liabilities, commonly known as the
current ratio;
- Our indebtedness expressed as a multiple of trailing twelve months
earnings before interest, taxes, depreciation, amortization and
non-recurring items, commonly referred to as EBITDA;
- Our indebtedness expressed as a percentage of total book capitalization;
- Our indebtedness expressed as a percentage of tangible net worth;
- Our trailing EBITDA less capital expenditures expressed as a multiple of
trailing interest expense;
- Our trailing earnings before interest, taxes and non-recurring items,
commonly referred to as EBIT, expressed as a multiple of trailing
interest expense;
- Our trailing fixed charge coverage; and
- Our indebtedness, adjusted to include the capitalized value of operating
lease payments, expressed as a multiple of trailing EBITDA plus lease
expense, commonly referred to as EBITDAR.
SunTrust Equitable Securities analyzed the impact of the restructuring
transaction on our credit statistics and compared our post-restructuring
transaction credit statistics to corresponding measurements for some selected
companies in the physician practice management industry.
<TABLE>
<CAPTION>
SPECIALTY CARE NETWORK
THREE MONTHS ENDED
DECEMBER 31, 1998
ANNUALIZED SELECTED
------------------------ COMPANIES
BASE CASE PRO FORMA(1) AVERAGE(2)
--------- ------------ ----------
<S> <C> <C> <C>
Current ratio.............................................. 6.1:1.0 3.8:1.0 2.3:1.0
Debt/EBITDA................................................ 5.6x 4.0x 2.5x
Debt/capitalization........................................ 83.9% 103.1% 34.8%
Debt/tangible net worth.................................... (739.4%) (348.5%) (148.0%)
(EBITDA less capital expenses)/interest expense............ 2.1x 3.8x 5.3x
EBIT/interest expense...................................... 0.9x 2.8x 4.8x
Fixed charge coverage...................................... 1.4x 1.9x 1.8x
Adjusted debt/EBITDAR...................................... 6.7x 5.3x 3.6x
</TABLE>
- ---------------
(1) Assumes consummation of the restructuring transaction.
(2) Average excludes highest and lowest measurements.
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<PAGE> 31
The results of the leverage and capitalization analysis suggest that upon
completion of the restructuring transaction, we will be significantly less
leveraged, relative to our cash flows, and will have more favorable income
coverage of our interest expense and other fixed charges. The restructuring
transaction will generate a significant amount of cash, almost all of which will
be used to repay existing indebtedness under our credit facility. Repayment of
these debt obligations will decrease our risk profile in the event of
operational or post-restructuring transaction difficulties. Our
post-restructuring transaction capital structure will bring us closer to
compliance on several of the financial covenants under our credit facility and
may reduce the probability of our lenders accelerating our indebtedness. These
results supported the SunTrust Equitable Securities opinion.
Discounted Cash Flow Analysis
SunTrust Equitable Securities performed a discounted cash flow analysis of
us using financial projections developed by our management. We informed SunTrust
Equitable Securities that we would focus on three primary lines of business in
the future: the existing physician practice management business, the health care
rating internet site business and a new business involving developing, managing
and acquiring ownership interests in ambulatory surgery centers. SunTrust
Equitable Securities performed two separate discounted cash flow analyses: one
of the post-restructuring transaction physician practice management business
combined with the health care rating internet site business and a second of the
ambulatory surgery center business, each with distinct cost of capital and
terminal valuation assumptions based on the particular operating and risk
profiles related to the business lines.
SunTrust Equitable Securities calculated the present value of the future
cash flows that each business line would produce over the five-year period from
1999 through 2003, assuming completion of the restructuring transaction and
using financial projections developed by our management. In each case, SunTrust
Equitable Securities determined a range of enterprise values based on (a) the
sum of each year's projected free cash flow discounted back to December 31, 1998
plus (b) a terminal value for the business line discounted back to December 31,
1998. SunTrust Equitable Securities adjusted the enterprise values by deducting
the outstanding net indebtedness for the respective business lines as of
December 31, 1998 to arrive at reference ranges of equity value. To arrive at
the final equity valuation range for us, SunTrust Equitable Securities added the
ranges of net equity values for the existing business and the ambulatory surgery
center business.
In calculating the projected free cash flow of both the existing business
and the ambulatory surgery center business, SunTrust Equitable Securities (a)
tax-effected each business line's projected pre-tax earnings before interest and
intangible amortization expense; (b) added back projected depreciation; (c)
subtracted the projected increase, or added the decrease, in working capital;
and (d) subtracted projected capital expenditures.
In analyzing the existing business' terminal value, SunTrust Equitable
Securities applied a range of multiples from 12.8x to 26.3x to the projected
terminal year 2003 free cash flow for the HealthCareReportCards.com business
only. This assumes that the free cash flow from the physician practice
management portion of the existing business would not continue beyond 2003 and
that the free cash flow from HealthCareReportCards.com would continue in
perpetuity beyond 2003 with an annual growth rate ranging between 0.0% and 4.0%.
In analyzing the ambulatory surgery center business, SunTrust Equitable
Securities arrived at a terminal value by applying a range of multiples from
6.0x to 8.0x to the ambulatory surgery center business' projected terminal year
2003 EBITDA and deducting the ambulatory surgery center business' projected 2003
net indebtedness.
In determining the appropriate weighted average cost of capital, or WACC,
to use as the discount rate for the existing business and the ambulatory surgery
center business, SunTrust Equitable Securities used the business lines'
after-tax costs of debt and their costs of equity. The costs of equity were
calculated using the capital asset pricing model and risk/volatility indicators
from publicly-traded
26
<PAGE> 32
companies that were comparable to the two business lines. The WACCs for the two
business lines are summarized as follows:
<TABLE>
<CAPTION>
COST OF
-------------
EQUITY DEBT WACC
------ ---- ----
<S> <C> <C> <C>
Existing business........................................... 12.5% 8.0% 7.8%
Ambulatory surgery center business.......................... 27.7% 10.0% 16.9%
</TABLE>
The results of the discounted cash flow analysis are summarized as follows:
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
(DOLLAR AMOUNTS IN
THOUSANDS)
<S> <C> <C>
Net equity value:
Existing business........................................... $15,734 $ 6,312
Ambulatory surgery center................................... 39,676 14,309
------- -------
Specialty Care Network total................................ $55,410 $20,621
======= =======
Specialty Care Network net equity value per share........... $ 4.20 $ 1.56
======= =======
</TABLE>
The discounted cash flow analysis relied significantly on the financial
projections provided by our management. Because our future results will be
subject to significant business and operational risks, to the amount and timing
of general and administrative expense savings, to access to capital resources
and to development risks related to the new ambulatory surgery center business
line, future financial results may vary materially from projected results. For
this reason, SunTrust Equitable Securities placed relatively less emphasis on
the results of the discounted cash flow analysis. Notwithstanding this
qualification, the discounted cash flow analysis resulted in a range of net
equity values per share for Specialty Care Network that compared favorably with
our March 5, 1999 closing market price of $0.875 per share and that supported
the SunTrust Equitable Securities opinion.
Trading Analysis
As part of its trading analysis, SunTrust Equitable Securities reviewed:
- the market price performance of our common stock on a daily basis for the
period since January 2, 1998 and on a monthly basis for the period since
February 1997;
- the market performance of our common stock versus the Dow Jones
Industrial Average, the Nasdaq Composite Index and the Morgan Stanley
Health Care Index on a weekly basis since January 2, 1998;
- the market performance of a price index of publicly-traded physician
practice management companies on a weekly basis since January 2, 1998;
and
- our stock expressed as a multiple of our reported earnings per share and
our equity market capitalization on a quarterly basis since March 1997.
Based on the trading analysis, SunTrust Equitable Securities noted that our
market price per share had come under extraordinary pressure since January 1998
during a period of significant price weakness in the physician practice
management sector generally. SunTrust Equitable Securities observed that our
market price per share had declined 93.6% from its historical high of $13.75 per
share on December 30, 1997 to $0.875 per share on March 5, 1999. SunTrust
Equitable Securities observed that our total equity market value had declined
from its historical quarterly high of approximately $241.7 million in December
1997 to approximately $23.1 million in December 1998. SunTrust Equitable
Securities further observed that the index of publicly-traded physician practice
management companies declined by approximately 56.5% between January 2, 1998 and
March 5, 1999.
27
<PAGE> 33
SunTrust Equitable Securities noted that following our approximately
12-month market price per share decline and at our current low valuation level,
raising equity capital in the public equity market would not be advisable
because of, among other things, (1) the probable dilutive impact on our earnings
per share, (2) the recent underperformance of our stock in the public equity
market and (3) the current unreceptive market conditions for equity offerings
from health care providers generally and physician practice management companies
specifically. SunTrust Equitable Securities also noted that our small equity
market value and the corresponding liquidity impairment would further limit our
access to new capital from the public equity markets. The trading analysis
illustrated our need to evolve to a business model not wholly dependent on
access to equity capital to drive external growth and supported the SunTrust
Equitable Securities opinion.
Selected Public Companies Analysis
To provide contextual data and comparative market information, SunTrust
Equitable Securities analyzed selected physician practice management companies
whose securities are publicly traded and that were deemed by SunTrust Equitable
Securities to be reasonably similar to us, on a pro forma basis, adjusted to
give effect to the restructuring transaction. The companies chosen were then
divided into three tiers of comparability to our operations:
<TABLE>
<CAPTION>
SELECTED COMPANIES
- -------------------------------------------------------------------------------
SELECTED ORTHOPAEDIC SELECTED SINGLE-SPECIALTY SELECTED MULTI-SPECIALTY
COMPANIES COMPANIES COMPANIES
-------------------- ------------------------- ------------------------
<S> <C> <C>
Specialty Care Network American Oncology PhyCor
BMJ Medical Management AmeriPath ProMedCo
Integrated American Physician Partners
Orthopaedics Omega Health Systems
Pediatrix
Physician Reliance Network
Physicians Resource Group
Physicians Specialty Corp.
Response Oncology
Sheridan Healthcare
Vision Twenty-One
</TABLE>
SunTrust Equitable Securities examined publicly available financial data
from the selected companies for the latest twelve months and earnings estimates
for the calendar years ending December 31, 1999 and 2000. The projected results
were based upon consensus sources. SunTrust Equitable Securities calculated the
following market valuation multiples:
- Enterprise value, defined as the market value of common equity plus book
value of total debt and preferred stock less cash, as a multiple of:
- trailing revenues,
- trailing EBITDA and
- trailing EBIT.
- Equity value as a multiple of:
- trailing pre-tax income, and
- current book value.
- Price to earnings ratios:
- trailing price to earnings multiple and
- price to earnings ratios based upon estimated calendar year 1999 and
2000 EPS.
28
<PAGE> 34
SunTrust Equitable Securities noted that as of March 5, 1998, the selected
companies were trading at the following valuation multiples:
<TABLE>
<CAPTION>
SELECTED COMPANIES
--------------------------
LOW HIGH AVERAGE(1)
---- ------ ----------
<S> <C> <C> <C>
Multiples of enterprise value:
Trailing revenues........................................ 0.5x 2.4x 1.1x
Trailing EBITDA.......................................... 3.8x 8.9x 6.2x
Trailing EBIT............................................ 5.4x 13.9x 9.1x
Multiples of equity value:
Trailing pre-tax income.................................. 1.6x 14.5x 6.8x
Book value............................................... 0.0x 36.9x 0.9x
Price to earnings ratios:
Trailing price to earnings multiple...................... 2.6x 122.5x 10.9x
Estimated 1999 calendar year earnings per share.......... 2.9x 12.1x 8.3x
Estimated 2000 calendar year earning per share........... 4.8x 9.7x 7.3x
</TABLE>
- ---------------
(1) Average excludes highest and lowest measures.
SunTrust Equitable Securities noted the significantly diminished utility of
a comparable companies analysis in analyzing the fairness of the restructuring
transaction because the valuation parameters for the selected companies in the
public equity market are not comparable to the valuation parameters used in
negotiating the terms of the restructuring transaction.
Additional Considerations
In performing its analyses, SunTrust Equitable Securities made numerous
assumptions with respect to industry performance, general business, economic,
market, and financial conditions and other matters, many of which are beyond our
control. Any estimates contained in such analyses are not necessarily indicative
of actual past or future results or values, which may be significantly more or
less favorable than such estimates.
Under the terms of SunTrust Equitable Securities's engagement, we have
agreed to pay SunTrust Equitable Securities an aggregate fee of $475,000 for its
services in connection with the restructuring transaction, none of which is
contingent upon the consummation of the restructuring transaction. We have also
agreed to reimburse SunTrust Equitable Securities for its reasonable
out-of-pocket expenses incurred in performing its services and to indemnify
SunTrust Equitable Securities and related persons against certain liabilities.
SunTrust Equitable Securities was selected to render an opinion in
connection with the restructuring transaction based upon SunTrust Equitable
Securities's qualifications as investment bankers, health care expertise, and
reputation, including the fact that SunTrust Equitable Securities, as part of
its health care investment banking services, is regularly engaged in the
valuation of businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements, and valuations for corporate and other purposes.
SunTrust Equitable Securities served as a co-managing underwriter in
connection with the sale of our common stock in February 1997, and SunTrust
Equitable Securities has provided certain additional investment banking services
for us in the past and has received customary compensation. In the normal course
of business, SunTrust Equitable Securities publishes research reports regarding
us and actively trades our equity securities for its own account and for the
accounts of its customers. Accordingly, SunTrust Equitable Securities may at any
time hold a long or short position in our securities.
29
<PAGE> 35
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Richard E. Fleming, Jr., M.D., one of our directors, is a physician owner
of Princeton Orthopaedic Associates, II, P.A., one of the practices
participating in the restructuring transaction.
We have paid $96,000 to Consolidation Capital Partners, LLC, an entity
owned by Messrs. Fatianow, Neal and Fulton, who first raised with our management
the concept of the restructuring transaction. We have also paid their expenses
in connection with their assistance to us in connection with the restructuring
transaction. If the restructuring transaction is completed, we will pay an
additional $204,000 to Consolidation Capital Partners, LLC.
AGREEMENT IN PRINCIPLE WITH THE FORMER PPI STOCKHOLDERS -- PLANS RELATING TO
HEALTH CARE RATING INTERNET SITE
We believe that largely because of the difficulties we encountered in the
latter part of 1998, the former stockholders of PPI raised certain issues
relating to the transaction in which we acquired PPI. We hired special counsel
to assist us in analyzing their contentions. After completion of the analysis
and extensive negotiations, we determined to seek to reach an amicable
resolution of the issues. We have entered into an agreement in principle with
the former PPI stockholders to resolve this matter. The agreement provides for
the following:
- We will form a new company that will own the HealthCareReportCards.com
web site and other related internet products. (It is possible that,
instead of a new company, our wholly-owned Health Care Report Cards, Inc.
subsidiary will be subject to the following provisions.) With respect to
the new company, the agreement in principle provides, among other things,
for the following:
- The former PPI stockholders will have a 25 percent ownership interest in
the new company. Peter A. Fatianow, an employee of Specialty Care
Network who developed a new product to be included in our healthcare
rating web site, will own a five percent interest in the new company.
The remainder will initially be owned by us.
- The PPI stockholders' 25 percent ownership position will not be diluted
unless certain events occur, including the reduction of our stock
ownership interest below 50.1 percent after completion of an initial
round of financing or below 55 percent following a subsequent round of
financing.
- Until their ownership interest in the new company is reduced below five
percent, the PPI stockholders will have representation on the new
company's Board of Directors proportionate to the amount of stock that
they own. Certain corporate matters will require a supermajority vote of
the board of directors.
- We will facilitate financing to fund the operations of the new company.
If we are unable to facilitate a financing of at least $4 million by
December 31, 1999, we will transfer sufficient shares of the new company
stock that we own so that the PPI stockholders will become the majority
stockholders of the new company.
- The new company will provide specified compensation to the former PPI
stockholders (who will be employees of the new company).
- We will guarantee payment of new company expenses until December 31, 1999
or, if sooner, the date the new company receives third party financing of
$1 million.
- The former PPI stockholders will have specified preemptive rights,
tag-along rights and registration rights with respect to their new
company shares.
- We will sell most of the assets of PPI to the former PPI stockholders for
nominal consideration. We will retain revenues from PPI contracts earned
through March 31, 1999, and will fund up to a maximum of $500,000 of
expenses of the PPI business through December 31, 1999.
30
<PAGE> 36
- The PPI stockholders will return the 420,000 shares of our common stock
that they received in connection with our acquisition of PPI. We have
agreed to reimburse the PPI stockholders for any tax liability they may
incur with regard to the return of the shares.
- The PPI stockholders will return the options to purchase 760,000 shares
of our common stock that they now hold. (The former PPI stockholders
waived their rights under these options in April 1999).
- The parties to the agreement will mutually release each other from claims
relating to our acquisition of PPI.
The agreement in principle is subject to the preparation and execution of a
definitive agreement. We are optimistic, but cannot assure, that a definitive
agreement will be signed.
On the assumption that a final agreement will be reached, we are planning
to seek financing for our health care rating internet web site. We have prepared
materials relating to an offering of securities of HealthGrades.com, Inc., an
entity that will be the successor to Health Care Report Cards, Inc., our
subsidiary that currently operates our HealthCareReportCards.com web site. It is
our intention to sell approximately 19.9% of the equity of HealthGrades.com, so
that we would still maintain a majority interest in the entity after the
financing. Although we intend to begin our financing efforts prior to the
closing of the restructuring transaction, we believe that it will not be
possible to complete a financing unless the restructuring transaction is
completed and we are able to negotiate a bank credit facility that will not
subject the assets of HealthGrades.com to liens of our bank lenders. While we
are optimistic that we will be able to raise financing and negotiate suitable
agreements with our lenders, we cannot assure that we will be successful. The
securities we plan to offer will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.
If we are able to raise financing for HealthGrades.com, we intend to expand
the scope of our health care rating web site to cover additional proprietary
databases focused on measuring the quality of and ranking physicians, health
plans, nursing homes, assisted living facilities and dentists. While we are
developing a physician report card site and intend to work on developing certain
of the other health care rating sites over the next year, we cannot assure that
we will be able to introduce these additional sites. Moreover, our ability to
expand our internet business will be largely dependent on our obtaining adequate
financing.
In anticipation of receiving such financing and introducing our expanded
HealthGrades.com web site, we have entered into discussions with several
internet service and content providers that would involve links and placements
within health care related web pages.
31
<PAGE> 37
OWNERSHIP OF COMMON STOCK BY CERTAIN PERSONS
The following table sets forth certain information with respect to the
beneficial ownership of our Common Stock as of April 1, 1999 by (i) each person
known to us to own beneficially more than five percent of our Common Stock
(including such person's address), (ii) the chief executive officer and the four
other most highly paid executive officers during 1998, (iii) each director and
(iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING SHARES(1)
- ------------------------ ------------------ ---------------------
<S> <C> <C>
Kerry R. Hicks(2)......................................... 775,390 4.7%
Patrick M. Jaeckle(3)..................................... 749,096 4.5%
Peter H. Cheesbrough(4)................................... 14,333 *
Richard E. Fleming, Jr., M.D.(5).......................... 140,121 *
Leslie S. Matthews, M.D.(6)............................... 36,214 *
Mats Wahlstrom(7)......................................... 6,667 *
D. Paul Davis(8).......................................... 142,924 *
David G. Hicks(9)......................................... 140,561 *
Michael West(10).......................................... 67,541 *
All directors and executive officers as a group (11
persons)(11)............................................ 2,358,408 13.7%
</TABLE>
- ---------------
* Less than one percent.
(1) Applicable percentage of ownership is based on 16,381,229 shares of Common
Stock outstanding on April 1, 1999. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
means voting or investment power with respect to securities. Shares of
Common Stock issuable upon the exercise of stock options exercisable
currently or within 60 days of April 1, 1999 are deemed outstanding and to
be beneficially owned by the person holding such option for purposes of
computing such person's percentage ownership, but are not deemed
outstanding for the purpose of computing the percentage ownership of any
other person. Except for shares held jointly with a person's spouse or
subject to applicable community property laws, or as indicated in the
footnotes to this table, each stockholder identified in the table possesses
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by such stockholder.
(2) Includes 60,000 shares of Common Stock held in the Linda Wratten Trust,
20,000 shares of Common Stock in each of the Frank Nemick III Trust, the
William Nemick Trust and the Jeanette Baysinger Trust, 10,000 shares of
Common Stock in each of the Frank Nemick, Jr. Trust, the Julie Nemick Trust
and The David G. Hicks Irrevocable Children's Trust and 204,972 shares
underlying currently exercisable stock options. Does not include 60,000
shares of Common Stock held by The Hicks Family Irrevocable Trust, for
which shares Mr. Hicks disclaims beneficial ownership.
(3) Includes 204,972 shares underlying currently exercisable stock options.
Does not include 100,000 shares of Common Stock held by The Patrick M.
Jaeckle Family Irrevocable Children's Trust, for which shares Mr. Jaeckle
disclaims beneficial ownership.
(4) Includes 13,333 shares underlying currently exercisable stock options.
(5) Includes 70,382 shares of Common Stock held by the Fleming Charitable
Remainder Unitrust, 5,095 shares of Common Stock held by the Fleming Family
Foundation and 6,667 shares underlying currently exercisable stock options.
Does not include 2,547 shares of Common Stock held by each of the
Irrevocable Trust FBO M. Fleming and the Irrevocable Trust FBO A. Fleming,
respectively, for which Dr. Fleming disclaims beneficial ownership. If the
restructuring transaction is approved, Dr. Fleming will return 99,733
shares of our common stock to us.
(6) Includes 21,667 shares underlying currently exercisable stock options.
(7) Includes 6,667 shares underlying currently exercisable stock options.
(8) Includes 85,925 shares underlying currently exercisable stock options.
32
<PAGE> 38
(9) Includes 63,280 shares underlying currently exercisable stock options. Does
not include 10,000 shares of Common Stock held by The David G. Hicks
Irrevocable Children's Trust, for which shares Mr. Hicks disclaims
beneficial ownership.
(10) Includes 54,201 shares underlying currently exercisable stock options.
(11) Includes options to purchase 802,965 shares of Common Stock.
33
<PAGE> 39
SELECTED HISTORICAL AND UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
MODIFICATION OF ARRANGEMENTS WITH FOUR AFFILIATED PRACTICES
In December 1998, we entered into transactions with four of our affiliated
practices, Orlin & Cohen Orthopaedic Associates, LLP; Greater Chesapeake
Orthopaedic Associates, LLC; Vero Orthopaedics II, P.A.; and Medical
Rehabilitation Specialists, II, P.A. (collectively, the "Modification
Arrangements"). Under the terms of the Modification Arrangements, we sold to
each of the practices accounts receivable, fixed assets and certain other assets
relating to the respective practices and replaced the original service
agreements with new agreements. Under the new agreements, which terminate at
certain dates between November 2001 and March 2003, we provide substantially
reduced services to the practices, and the practices pay significantly reduced
service fees. These Modification Arrangements were closed effective December 31,
1998. As a result of the completion of the Modification Arrangements, we
reacquired 2,124,959 shares of our common stock and reduced our outstanding
indebtedness at December 31, 1998 by approximately $5.5 million through the
cancellation of convertible notes payable to one of the affiliated practices.
Additionally, in 1999, we used additional proceeds from the Modification
Arrangements to reduce the amount outstanding under our credit facility by
approximately $8.5 million.
RESTRUCTURING TRANSACTION
In March 1999, we entered into restructuring agreements with ten affiliated
practices, Floyd R. Jaggears, Jr., M.D., P.C., II; Riyaz H. Jinnah, M.D., II,
P.A.; The Orthopaedic and Sports Medicine Center, II, P.A.; Orthopaedic
Associates of West Florida, P.A.; Orthopedic Institute of Ohio, Inc.;
Orthopaedic Surgery Centers, P.C. II; Princeton Orthopaedic Associates, II,
P.A.; Reconstructive Orthopaedic Associates, II, P.C.; Southeastern Neurology
Group II, P.C.; and Steven P. Surgnier, M.D., P.A., II, collectively, all
designed to effect the "restructuring transaction"). The restructuring
transaction will:
- Provide for the repurchase by affiliated physicians or affiliated
practices of practice assets and for new management service arrangements
in exchange for cash and/or common stock;
- Limit management services provided to the affiliated practices by us
under the management services arrangements;
- Reduce the term of our management service arrangements with the
affiliated practices; and
- Lower service fees paid to us by the affiliated practices.
The purchase price paid to us will consist of payments for the book value
of the assets to be purchased by the practices, less the practice liabilities as
of the closing date of the restructuring transaction and payments for the
execution of new management services agreements to replace the existing service
agreements. If the restructuring transaction is consummated, we expect to
reacquire 3,786,957 shares of our common stock and have the ability to reduce
our outstanding indebtedness by approximately $17.6 million, including $0.6
million through cancellation of outstanding convertible debentures.
The following unaudited pro forma consolidated financial statements give
effect to the Modification Arrangements and the restructuring transaction. The
pro forma consolidated financial statements have been prepared by management
based upon the historical financial statements of Specialty Care Network, Inc.
and subsidiaries and certain preliminary estimates and assumptions deemed
appropriate by management. These pro forma consolidated financial statements may
not be indicative of actual results if the transactions had occurred on the
dates indicated or which may be realized in the future. Neither expected
benefits nor cost reductions anticipated by us following consummation of the
Modification Arrangements and the restructuring transaction have been reflected
in the pro forma consolidated financial statements. The pro forma balance sheet
as of December 31, 1998 gives effect to the restructuring transaction as if such
transaction had occurred, and the related new service agreements were executed,
on December 31,
34
<PAGE> 40
1998. The pro forma consolidated statement of operations for the twelve months
ended December 31, 1998 assumes the Modification Arrangements and the
restructuring transaction had occurred, and the related new service agreements
were executed on January 1, 1998.
In reading the unaudited pro forma consolidated financial statements, you
should be aware that if the restructuring transaction occurs, our financial
condition will likely be considerably different than is reflected in the pro
forma financial statements. Total stockholders' equity will be affected by our
operating performance following December 31, 1998 up to the date of closing.
LIMITATIONS UNDER DELAWARE LAW MAY PREVENT US FROM CONSUMMATING THE
RESTRUCTURING TRANSACTION IF WE WOULD HAVE NEGATIVE NET WORTH FOLLOWING THE
RESTRUCTURING TRANSACTION.
The following unaudited pro forma financial statements should be read in
conjunction with the historical consolidated financial statements of Specialty
Care Network, Inc. and subsidiaries, including the related notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," that appear elsewhere in this proxy statement.
35
<PAGE> 41
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
MODIFICATION RESTRUCTURING
ARRANGEMENTS TRANSACTION
DECEMBER 31, PRO FORMA PRO FORMA FOOTNOTE
1998 ADJUSTMENTS ADJUSTMENTS LEGEND PRO FORMA
------------ ------------ ------------- -------- ------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents.................. $ 1,418,201 $ -- $ 5,979,848 (1) $ 7,398,049
Accounts receivable, net................... 22,281,471 -- (13,488,774) (2) 8,792,697
Due from affiliated practices in
litigation, net.......................... 4,747,940 -- -- 4,747,940
Receivables from sales of affiliated
practices assets and execution of new
service agreements....................... 7,953,068 (7,953,068) -- (3) --
Loans to physician stockholders............ 521,355 -- (268,241) (2) 253,114
Prepaid expenses, inventories and other.... 1,500,382 -- (539,935) (2) 960,447
Prepaid and recoverable income taxes....... 4,258,102 -- (2,485,237) (4) 1,772,865
------------ ----------- ------------ ------------
Total current assets.............. 42,680,519 (7,953,068) (10,802,339) 23,925,112
Property and equipment, net................ 11,050,365 -- (4,139,742) (2) 6,910,623
Intangible assets, net..................... 134,319 -- -- 134,319
Management service agreements, net......... 13,153,048 -- (6,819,301) (5) 6,333,747
Advances to affiliates..................... 944,520 -- -- 944,520
Other assets............................... 2,216,507 -- (911,505) (2) 1,305,002
------------ ----------- ------------ ------------
Total assets...................... $ 70,179,278 $(7,953,068) $(22,672,887) $ 39,553,323
============ =========== ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of capital lease
obligations.............................. $ 244,446 $ -- $ (133,446) (2) $ 111,000
Accounts payable........................... 785,649 -- (199,226) (2) 586,423
Accrued payroll, incentive compensation and
related expenses......................... 2,453,653 -- (1,158,151) (2) 1,295,502
Accrued expenses........................... 2,730,069 -- (216,991) (2) 2,513,078
Line-of-credit............................. 52,925,000 (9,531,568) (17,158,943) (3)(6) 26,234,489
Deferred income............................ -- 1,578,500 5,979,848 (7) 7,558,348
Due to affiliated practices................ 3,326,014 -- (2,440,390) (2) 885,624
Deferred income taxes...................... 1,083,178 -- (1,083,178) (8) --
Convertible debentures..................... 589,615 -- (589,615) (9) --
------------ ----------- ------------ ------------
Total current liabilities......... 64,137,624 (7,953,068) (17,000,092) 39,184,464
Capital lease obligations, less current
portion.................................. 680,152 -- (491,077) (2) 189,075
------------ ----------- ------------ ------------
Total liabilities................. 64,817,776 (7,953,068) (17,491,169) 39,373,539
Stockholders equity:
Preferred stock............................ -- -- -- --
Common stock............................... 18,619 -- -- 18,619
Additional paid-in capital................. 66,993,627 -- -- 66,993,627
Accumulated deficit........................ (57,687,071) -- (2,814,870) (10) (60,501,941)
Treasury stock............................. (3,963,673) -- (2,366,848) (11) (6,330,521)
------------ ----------- ------------ ------------
Total stockholders' equity........ 5,361,502 -- (5,181,718) 179,784
------------ ----------- ------------ ------------
Total liabilities and
stockholders' equity............ $ 70,179,278 $(7,953,068) $(22,672,887) $ 39,553,323
============ =========== ============ ============
</TABLE>
36
<PAGE> 42
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
MODIFICATION RESTRUCTURING
YEAR ENDED ARRANGEMENTS TRANSACTION
DECEMBER 31, PRO FORMA PRO FORMA FOOTNOTE
1998 ADJUSTMENTS ADJUSTMENT LEGEND PRO FORMA
------------ ------------ ------------- -------- ------------
<S> <C> <C> <C> <C> <C>
Revenue:
Service fees....................... $ 76,649,778 $(12,849,936) $(29,253,267) (12) $ 34,546,575
Other.............................. 2,531,524 (1,155,737) (1,095,841) (13) 279,946
------------ ------------ ------------ ------------
79,181,302 (14,005,673) (30,349,108) 34,826,521
------------ ------------ ------------ ------------
Costs and expenses:
Clinic expenses.................... 55,188,411 (9,903,219) (24,952,090) (14) 20,333,102
General and administrative......... 14,468,537 (605,913) (1,832,951) (15) 12,029,673
Impairment loss on service
agreements....................... 94,582,227 (12,542,253) (48,154,504) (16) 33,885,470
Litigation and other costs......... 3,564,392 -- (661,277) (16) 2,903,115
Impairment loss on intangible
assets and other long-lived
assets........................... 3,316,651 -- (253,242) (17) 3,063,409
------------ ------------ ------------ ------------
171,120,218 (23,051,385) (75,854,064) 72,214,769
------------ ------------ ------------ ------------
Loss from operations................. (91,938,916) 9,045,712 45,504,956 (37,388,248)
Other:
Gain on sale of equity
investment....................... 1,240,078 -- -- 1,240,078
Interest income.................... 187,450 -- -- 187,450
Interest expense................... (3,741,089) 980,528 1,514,559 (18) (1,246,002)
------------ ------------ ------------ ------------
Loss before income taxes............. (94,252,477) 10,026,240 47,019,515 (37,206,722)
Income tax benefit................... 32,466,391 (4,010,496) (18,807,806) (19) 9,648,089
------------ ------------ ------------ ------------
Net loss.................... $(61,786,086) $ 6,015,744 $ 28,211,709 $(27,558,633)
============ ============ ============ ============
Net loss per common share (basic).... $ (3.39) $ (2.22)
============ ============
Weighted average number of common
shares used in computation
(basic)............................ 18,237,827 (2,010,069) (3,786,957) (20) 12,440,801
============ ============ ============ ============
Net loss per common share
(diluted).......................... $ (3.39) $ (2.22)
============ ============
Weighted average number of common
shares used in computation
(diluted).......................... 18,237,827 (2,010,069) (3,786,957) (20) 12,440,801
============ ============ ============ ============
</TABLE>
37
<PAGE> 43
NOTES TO THE SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS:
1. The increase in cash reflects prepaid service fees paid by certain
affiliated practices party to the restructuring transaction.
2. Represents the net book value of the assets to be purchased and liabilities
to be assumed by the affiliated practices who are party to the restructuring
transaction.
3. Reclassifies the receivables from the four affiliated practices that entered
into the Modification Arrangements effective December 31, 1998, as a
reduction to the amounts outstanding under the credit facility, to reflect
the actual use of the proceeds.
4. Reflects the federal and state tax obligations due to the restructuring
transaction.
5. Reflects the write-off of the remaining net book value of the management
service agreements for the affiliated practices party to the restructuring
transaction.
6. Reduction to the amount outstanding under the credit facility to reflect the
amount of cash to be received in conjunction with the restructuring
transaction, assuming none of the prepaid service fees from the
restructuring transaction are applied to our bank indebtedness. However, our
lending banks have indicated that their consent to the restructuring
transaction may be subject to a reduction of indebtedness under the credit
facility to approximately $22 million. Based upon the Unaudited Pro Forma
Consolidated Balance Sheet at December 31, 1998, in order to reduce our
indebtedness to approximately $22 million, we would need to apply
approximately $4.2 million of the prepaid service fees from the
restructuring transaction to the credit facility.
7. Reflects the prepayment of service fees by two of the affiliated practices
entering into the Modification Arrangements, effective December 31, 1998, in
the amount of $1,578,500 and the prepayment of service fees by five of the
affiliated practices party to the restructuring transaction in the amount of
$5,979,848.
8. Adjust the deferred tax obligation due to the restructuring transaction.
9. Reflects the cancellation of convertible debentures payable to one of the
affiliated practices in conjunction with the restructuring transaction.
10. Represents the loss on the sale of assets and amendment and restatement of
service agreements with the practices party to the restructuring
transaction.
11. Reflects the estimated fair value of the common stock we will receive in
connection with the restructuring transaction, using the closing price per
share of $.625 as reported by Nasdaq on April 5, 1999.
38
<PAGE> 44
NOTES TO THE SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS:
12. Reflects the following adjustments to service fees revenue:
<TABLE>
<CAPTION>
MODIFICATION PROPOSED
ARRANGEMENTS RESTRUCTURING
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
------------ -------------
<S> <C> <C>
Elimination of service fees under long-term service
agreements (including clinic expense reimbursement)....... $(14,661,149) $(33,252,289)
Recognition of service fees based on restructured service
agreements................................................ $ 1,811,213 $ 3,999,022
------------ ------------
$(12,849,936) $(29,253,267)
</TABLE>
13. Reflects the reduction of other revenue associated with the affiliated
practices who are party to the Modification Arrangements and the
restructuring transaction.
14. Represents the elimination of clinic expenses.
15. Reflects the reduction in amortization expense resulting from the write-off
of the net book value of the management service agreements.
16. Adjusts the impairment loss on service agreements and the expense for
litigation costs reflected for the year ended December 31, 1998 for the
Modification Arrangements and the restructuring transaction, in order to
reflect the non-recurring nature thereof.
17. Reflects the reduction in the impairment loss on other long-lived assets
related to the ten affiliated practices who are parties to the restructuring
transaction, in order to reflect the non-recurring nature thereof.
18. Represents decreases in interest expense due to the repayment of debt with
the cash proceeds received from the sale of assets and elimination of
convertible debt in conjunction with the Modification Arrangements and
restructuring transaction.
19. Reflects adjustment of the income tax benefit using a combined federal and
state effective tax rate of 40%.
20. Reflects the effects of the shares of common stock we will reacquire in
connection with the Modification Arrangements and restructuring transaction.
39
<PAGE> 45
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenue:
Service fees....................................... $ 76,649,778 $45,966,531 $ 4,392,050
Other.............................................. 2,531,524 3,689,390 --
------------ ----------- -----------
79,181,302 49,655,921 4,392,050
------------ ----------- -----------
Costs and expenses:
Clinic expenses.................................... 55,188,411 31,644,618 2,820,743
General and administrative......................... 14,468,537 7,861,015 3,770,263
Impairment loss on service agreements.............. 94,582,227 -- --
Litigation and other costs......................... 3,564,392 -- --
Impairment loss on intangible assets and other
long-lived assets............................... 3,316,651 -- --
------------ ----------- -----------
Total costs and expenses................... 171,120,218 39,505,633 6,591,006
------------ ----------- -----------
(Loss) income from operations........................ (91,938,916) 10,150,288 (2,198,956)
Other:
Gain on sale of equity investment.................. 1,240,078 -- --
Interest income.................................... 187,450 536,180 11,870
Interest expense................................... (3,741,089) (942,144) (90,368)
------------ ----------- -----------
(Loss) income before income taxes.................... (94,252,477) 9,744,324 (2,277,454)
Income tax benefit (expense)......................... 32,466,391 (3,873,926) 506,071
------------ ----------- -----------
Net (loss) income.......................... $(61,786,086) $ 5,870,398 $(1,771,383)
============ =========== ===========
Net (loss) income per common share (basic)(1)........ $ (3.39) $ 0.38 $ (0.16)
============ =========== ===========
Weighted average number of common shares used in
computation (basic)(1)............................. 18,237,827 15,559,368 11,422,387
============ =========== ===========
Net (loss) income per common share (diluted)(1)...... $ (3.39) $ 0.37 $ (0.14)
============ =========== ===========
Weighted average number of common shares and common
share equivalents used in computation (diluted).... 18,237,827 16,071,153 12,454,477
============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
BALANCE SHEET DATA
Working capital (deficit)........................... $(21,457,105) $ 21,924,386 $ 7,637,724
Total assets........................................ 70,179,278 140,301,650 16,013,125
Total long-term debt................................ 680,152 33,885,141 5,142,450
</TABLE>
- ---------------
(1) The 1996 net income (loss) per share and weighted average share amounts have
been restated to comply with Statement of Financial Accounting Standards No.
128, Earnings Per Share.
40
<PAGE> 46
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Specialty Care Network, Inc is a health care management services company
that provides practice management services to physicians. We also provide a
health care rating internet site, HealthCareReportCards.com, that rates the
quality of outcomes at various hospitals for several medical procedures. In
addition, through our subsidiary, Ambulatory Services, Inc., we are establishing
a business engaged in the development and management of freestanding and
in-office ambulatory surgery centers.
We have entered into long-term service agreements with practices affiliated
with us pursuant to which we, among other things, provide facilities and
management, administrative and development services, and employ most
non-physician personnel, in return for specified service fees. The operating
expenses incurred by us include the salaries, wages and benefits of personnel
(other than physician owners and certain technical medical personnel), supplies,
expenses involved in administering the clinical practices of the affiliated
practices and depreciation and amortization of assets. We seek to reduce certain
operating expenses, as a percentage of net revenue, of the affiliates practices.
The negotiated amounts of our service fee also affect operating expenses,
measured as a percentage of net revenue. In addition to the operating expenses
discussed above, we incur personnel and administrative expenses in connection
with our corporate offices, which provide management, administrative and
development services to the affiliated practices.
RESTRUCTURING TRANSACTION
In March 1999, we entered into restructuring agreements with ten of our
affiliated practices. The agreements:
- Provide for the repurchase by affiliated physicians or affiliated
practices of practice assets and for new management service arrangements
in exchange for cash and/or common stock;
- Limit management services provided to the affiliated practices by us
under our service agreements;
- Reduce the term of our service agreements with the affiliated practices;
and
- Lower service fees paid to us by the affiliated practices.
The purchase price paid to us will consist of payments for the book value
of the assets to be purchased by the practices, less the practice liabilities as
of the closing date of the transaction and payments for the execution of a new
management services agreement to replace the existing service agreement. If the
restructuring transaction is approved by the Company's stockholders and bank
syndicate, the Company expects to reacquire 3,786,957 shares of its common stock
and have the ability to reduce its indebtedness by approximately $17.6 million
including $0.6 million through cancellation of an outstanding convertible
debenture. (See Note 11, to the Consolidated Financial Statements, for further
discussion of the new management service agreements).
MODIFICATION OF ARRANGEMENTS WITH FOUR PRACTICES
Near the end of 1998, we entered into transactions with four of our
affiliated practices. In these transactions, we sold to each of the practices
accounts receivable, fixed assets and certain other assets relating to the
respective practices and replaced the original management service arrangements
with new arrangements. Under the management services agreements, which terminate
at certain dates between November 2001 and March 2003, we provide substantially
reduced services to the practices, and the practices pay significantly reduced
service fees. These transactions were closed effective December 31, 1998. As a
result of the completion of these four transactions, we reacquired 2,124,959
shares of its common stock and reduced our outstanding indebtedness at December
31, 1998 by approximately $5.5 million through the cancellation of a convertible
note with one of the affiliated practices. Additionally,
41
<PAGE> 47
in 1999, we used the proceeds from the completion of these four transactions to
reduce the amount outstanding under our credit facility by approximately $8.5
million.
ACCOUNTING TREATMENT
Commencing January 1, 1999, costs of obtaining long-term service agreements
are amortized using the straight-line method over estimated lives of 3-5 years
(see Note 3 to the Consolidated Financial Statements for discussion regarding
the amortization period for our long-term service agreements and changes in
accounting estimates). Under the service agreements between us and each of the
affiliated practices, we have the exclusive right to provide management,
administrative and development services during the term of the agreement.
In light of the pending restructuring transaction, as well as numerous
other factors in the physician practice management industry in general, during
the fourth quarter of 1998, management undertook an evaluation of the carrying
amount of our service agreements pursuant to the provisions of Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of. As a result of
this evaluation, we recorded an impairment loss on our service agreements of
approximately $94.6 million in December 1998. (See Note 2 to the Consolidated
Financial Statements for further discussion of this impairment charge.)
RESULTS OF OPERATIONS
Year Ended December 31, 1998
Revenue
Our service fees revenue, including reimbursement of clinic expenses,
increased by $30.6 million to $76.6 million for the twelve months ended December
31, 1998 compared to $46.0 million for the same period in 1997. These increases
primarily reflect affiliation transactions that occurred during the latter part
of 1997 and in the first quarter in 1998. Other revenue for the twelve months
ended December 31, 1998 was $2.5 million compared to $3.7 million for the same
period in 1997. The decrease in other revenue was primarily due to a decrease in
business consulting fees earned and bad debt recovery in 1998 compared to the
same period of 1997. As a result of the transactions with the four practices in
December 1998, we expect service fee revenue to decline in 1999. If the
restructuring transaction is completed, service fees revenue will decrease
materially.
Clinic expenses and general and administrative expenses
For the twelve months ended December 31, 1998, total clinic expenses were
$55.1 million compared to $31.6 million for the same period of 1997. Clinic
expenses are costs incurred by us, in accordance with the service agreements, on
behalf of the affiliated practices for which they are obligated to reimburse us.
Reimbursement of clinic expenses is a component of the service fee revenue
recorded by us. Principally, as a result of the transactions with the four
practices in December 1998, we expect clinic expenses to decline in 1999. If the
restructuring transaction is completed, clinic expenses will decrease more
substantially.
For the twelve months ended December 31, 1998, general and administrative
expenses were $14.5 million compared to $7.9 million for the same period of
1997. This increase was primarily due to increased amortization expense related
to additional long-term service agreements that we entered into with affiliated
practices in the latter part of 1997 and first quarter 1998. In addition, we
shortened the lives over which the service agreements are amortized over
effective June 1998 (see Note 3 to the Consolidated Financial Statements).
Impairment losses, litigation and other costs
In light of the pending restructuring transaction, as well as numerous
other factors in the physician practice management industry in general, during
the fourth quarter of 1998, management undertook an evaluation of the carrying
amount of our management service agreements pursuant to the provisions of
42
<PAGE> 48
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. As
a result of this evaluation, we recorded an impairment loss on our management
service agreements of approximately $94.6 million in December 1998. (See Note 2
to the Consolidated Financial Statements for further discussion of this
impairment charge.)
We are currently involved in disputes with TOC Specialists, P.L., The
Specialists Orthopaedic Medical Corporation and 3B Orthopaedics, P.C., which are
practices affiliated with us. (See Note 13 to the Consolidated Financial
Statements, for further discussion related to these legal proceedings). As a
result of these disputes, we have recorded a charge of approximately $2.7
million to reserve for service fees recorded for these practices, which to date
have not been paid. In addition, as of December 31, 1998, we had incurred
approximately $.2 million in legal fees directly related to these disputes. In
connection with the proposed restructuring transaction described above, we have
also incurred expenses of approximately $.7 million for financial advisors and
legal consultation.
We have entered into an agreement in principle with the former stockholders
of Provider Partnerships, Inc. ("PPI"), a corporation acquired by us in August
1998. PPI is a company engaged in providing consulting services to hospitals,
and it also provided certain assets that were developed by us into our
HealthCareReportCards.com web site. We entered into the agreement in principle
to resolve certain issues raised by the former stockholders of PPI relating to
the transaction in which we acquired PPI. The agreement in principle provides
for, among other things, the following:
- The formation of a new company that will own the
HealthCareReportCards.com web site and one or more additional health care
rating web sites. The new company will be a majority-owned subsidiary of
Specialty Care Network, Inc., and the former PPI shareholders will have a
minority shareholder interest in the company;
- The former PPI shareholders will return the 420,000 shares of our common
stock that they received in connection with our acquisition of PPI;
- We will return most of the assets of PPI to the former PPI shareholders;
and
- The PPI shareholders will become majority shareholders of the new company
if we do not obtain $4 million in financing for the new company by
December 31, 1999.
Because of the dispute with the former PPI stockholders, we recorded an
impairment loss in December 1998 of approximately $1.2 million on the intangible
asset created with the acquisition of PPI. In addition, as a result of the
proposed restructuring transaction, management performed a review of the
carrying amount of our other long-lived assets, which resulted in an impairment
loss of approximately $2.1 million during the fourth quarter of 1998.
Gain on sale of equity investment. In March 1998, we sold our entire
interest in West Central Ohio Group, Ltd., an Ohio limited liability company,
for a pre-tax gain of approximately $1.2 million.
Interest expense. During the twelve months ended December 31, 1998, we
incurred interest expense of $3.7 million compared to $.9 million for the same
period of 1997. This increase was primarily the result of additional borrowings
under our bank credit facility, which were made to fund our affiliation
transactions and to fund our purchase of ancillary equipment for installation at
affiliated practices.
Year Ended December 31, 1997
During 1996, we were in our start-up phase and, consequently, the 1996
results are not comparable with the 1997 results.
For 1997, we had service fees revenues of approximately $46.0 million,
including reimbursement of clinic expenses. Of this amount, approximately $17.6
million in service fees were derived from practices that affiliated with the
Company during 1997. We also generated other revenues totaling approximately
$3.7 million, which consist mainly of business consulting fees, medical director
fees and miscellaneous
43
<PAGE> 49
revenue, of which approximately $.5 million is derived from ongoing operations
and may be deemed recurring.
During 1997, we incurred costs and expenses totaling approximately $39.5
million, of which approximately $7.9 million are general and administrative
expenses, principally comprised of personnel and administrative expenses
relating to the provision of services to the affiliated practices. In addition,
approximately $1.2 million of such expenses constitutes amortization expense
relating to the costs and expenses incurred in the service agreement intangible
asset.
In 1997, we incurred approximately $942,000 of interest expense on weighted
average outstanding debt of approximately $14.7 million. At the end of 1997,
outstanding indebtedness on our bank line of credit was approximately $33
million.
Year Ended December 31, 1996
Prior to November 12, 1996, we had not entered into any service agreements
and, consequently, generated no revenue. For the period from January 1, 1996
through October 31, 1996, we incurred a pre-tax loss of approximately $2.9
million, reflecting management salaries, business start-up expenses and travel,
legal and accounting costs associated with its initial five affiliation
transactions. For the period from November 1, 1996 through December 31, 1996, we
generated net revenue, including reimbursement of clinic expenses, of
approximately $4.4 million and pre-tax income of approximately $611,000. The
income tax benefit reflected in our statement of operations differs from amounts
currently payable because certain revenue and expenses are reported differently
in the statement of operations than they are for tax filing purposes. For the
year ended December 31, 1996, our effective tax rate was (22.2%). See "Liquidity
and Capital Resources" below for additional information.
The following table presents certain statement of operations data for the
year ended December 31, 1996, for the ten months ended October 31, 1996, during
which we did not conduct any significant operations and devoted most of its
efforts toward completing the initial affiliation transactions, and for the two
months ended December 31, 1996, which includes operations following the
affiliation with the initial affiliated practices on November 12, 1996.
<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS TWELVE MONTHS
ENDED ENDED ENDED
OCTOBER 31, 1996 DECEMBER 31, 1996 DECEMBER 31, 1996
---------------- ----------------- -----------------
<S> <C> <C> <C>
Revenue:
Service fees................................ $ -- $4,392,050 $ 4,392,050
Other....................................... -- -- --
----------- ---------- -----------
-- 4,392,050 4,392,050
Costs and expenses:
Clinic expenses............................. -- 2,820,743 2,820,743
General and administrative expenses......... 2,845,973 924,290 3,770,263
----------- ---------- -----------
2,845,973 3,745,033 6,591,006
Income (loss) from operations................. (2,845,973) 647,017 (2,198,956)
Other:
Interest income............................. 6,070 5,800 11,870
Interest expense............................ (48,760) (41,608) (90,368)
----------- ---------- -----------
Income (loss) before income taxes............. $(2,888,663) $ 611,209 $(2,277,454)
=========== ========== ===========
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 1998, we incurred a loss from operations of
approximately $91.9 million due primarily to an impairment charge related to our
management service agreements, as more fully described above. Additionally, as
of December 31, 1998, we had a working capital deficit of approximately $21.5
million and were not in compliance with certain of the financial ratio covenants
44
<PAGE> 50
required by our credit facility. As a result of the non-compliance with certain
financial ratio covenant, we are in default under the terms of the credit
facility. In the event of default, the terms of the credit facility provide that
the bank syndicate can immediately terminate its obligation to make further
advances under the respective commitments and/or declare our outstanding debt
under the credit facility to be immediately due and payable. Accordingly, the
total amount outstanding under the credit facility of approximately $52.9
million has been included in our Consolidated Balance Sheet as a current
liability at December 31, 1998. The bank syndicate notified us in December 1998
that it was suspending any further advances under the credit facility. We are
currently negotiating with the bank syndicate to obtain a waiver of
non-compliance with the financial ratio covenants and to revise the financial
ratio covenants to bring us into compliance for the remaining term of the credit
facility.
The issues described above raise substantial doubt about our ability to
continue as a going concern. Management intends to address these issues through
a restructuring transaction involving ten of our affiliated practices, which is
intended to substantially reduce our outstanding debt and allow management to
pursue the development of a health care rating internet site and of our
ambulatory surgery center business. The proposed restructuring transaction,
which is subject to approval by our stockholders as well as the bank syndicate,
is more fully described above, under "Restructuring." Additionally, management
believes that the cash flow from operations will be sufficient to fund our
operations at the current level for the next twelve months. However, we are
incurring significant legal fees and other costs related to pending litigation
with three of our affiliated practices. In addition, we are incurring
significant legal fees and other costs related to the proposed restructuring. We
anticipate that we will require additional funds to finance capital expenditures
relating to expansion of our business. We expect that capital expenditures
during 1999 will relate primarily to (i) the development of its surgery center
business, (ii) expansion and replacement of medical and office equipment for the
affiliated practices not restructuring, and (iii) the purchase of equipment to
expand our computer capabilities. The availability and terms of any financing
will depend on market and other conditions. We cannot assure that sufficient
funds will be available on terms acceptable to us, if at all.
During 1998, our expenditures for property, plant and equipment were $9.1
million. These expenditures primarily related to purchase of magnetic resonance
imaging units and other ancillary equipment items at the affiliated practices.
We borrowed $20.3 million under the credit facility in 1998, primarily to fund
the cash requirements of our practice affiliations ($12.4 million) and costs
associated with the acquisition of PPI ($0.2 million), to finance ancillary
equipment purchases ($5.3 million), and to fund cash shortages due to two
affiliated practices diverting accounts receivable cash receipts inappropriately
during the fourth quarter of 1998 ($2.4 million), we are currently in litigation
with those practices.
Pursuant to the service agreements with the affiliated practices, we
purchase, subject to adjustment, the accounts receivable of the affiliated
practices monthly. The purchase price for such accounts receivable generally
equals the gross amounts of the accounts receivable recorded each month, less
adjustments for contractual allowances, allowances for doubtful accounts and
other potentially uncollectible amounts based on the practice's historical
collection experience, as determined by us. However, we and certain affiliated
practices are currently making periodic adjustments so that amounts paid by us
for the accounts receivable are adjusted upwards or downwards based on our
actual collection experience. We expect to use working capital to fund our
obligation to purchase, subject to adjustment, the accounts receivable on an
ongoing basis. No adjustments are made to reflect financing costs related to the
carrying of such receivables by us.
YEAR 2000
The Year 2000 (Y2K) issue is a result of a global programming standard that
records dates as six digits (i.e. MM/DD/YY), using only the last two digits for
the year. Any software application or hardware product that uses two-digit
fields could interpret the year 2000 as the year 1900. Systems that do not
properly recognize the correct year could generate erroneous data or cause a
system to fail, resulting in business interruption. This situation is not
limited to computers; it has the potential to affect many systems, components,
and devices, which have embedded computer chips that may be date sensitive.
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<PAGE> 51
We are coordinating our efforts to address the Y2K issue with our
affiliated practices, third-party payors, and vendors. We cannot assure that the
systems of other companies on which our systems rely will be timely converted. A
failure to convert by another company or a conversion that is incompatible with
our systems could have a material adverse effect on us.
In 1997, we established a Y2K Coordinator to oversee all corporate-wide Y2K
initiatives. These initiatives encompass all of our computer software and
embedded systems. Teams of internal and external specialists were established to
inventory and test critical computer programs and automated operational systems.
Additionally, a detailed project plan has been created that outlines all
activities related to the Y2K issue. Generally speaking, the project involves
three areas: Corporate Headquarters, Affiliated Practices and Third-party
Payors.
Corporate Headquarters: Because we began operations in 1996, most of our
corporate computer hardware is relatively new. Additionally, most of the
software applications are "off the shelf", resulting in few internal software
modifications. In the prior six-month period, all significant internal
applications have been reviewed and updated. We currently anticipate that all
remaining internal applications will be Y2K compliant by the end of the second
quarter of 1999. Total costs incurred by us to modify the software used at the
corporate office were not material.
Affiliated Practices: We have assessed the status of the computer systems
at our affiliated practices. Based on the results of this assessment, we have
determined that the majority of our affiliated practices' systems are Y2K
compliant. The remaining practices are currently upgrading their systems or are
in the testing phase. Based upon our review, and discussion with our affiliated
practices, we expect all remaining affiliated practices to be compliant by the
end of the second quarter of 1999. All costs to modify systems to become Y2K
compliant have been and will be borne by the affiliated practices.
Third-Party Payors: Although our affiliated practices' internal systems are
expected to be compliant by the end of the second quarter of 1999, our
affiliated practices also have important relationships with third party payors
and managed care organizations. We have been reviewing with these major payors
and managed care organizations the status of their Y2K readiness. Most of our
major payors are large insurance carriers and government agencies. Based on
discussions with some of our affiliated practices, many of the major third-party
payors are either compliant or are in the testing phase at this time. However,
we also understand there are some government payors, such as Medicare, that are
not yet Y2K compliant. Any failure by one of our significant third-party payors
to fully address all Y2K issues could have a material adverse effect on us.
Although we believe we are addressing all significant Y2K issues which
could affect us, we have few alternatives available, other than reversion to
manual methods, in order to avoid the effects of not establishing Y2K readiness.
As a result, if any significant issues arise with our corporate headquarters,
our practices or third-party payors, we could incur significant additional costs
to correct the problem. There can be no assurance that any remediation plan will
address all the problems that may arise. For the Y2K non-compliance issues
identified to date, the cost to upgrade or prepare for Y2K is not expected to
have a material impact on our operating results.
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<PAGE> 52
INFORMATION ABOUT SPECIALTY CARE NETWORK, INC.
GENERAL
We are a health care management services company that provides practice
management services to physicians. We also provide a health care rating internet
site, HealthCareReportCards.com, that rates the quality of outcomes at various
hospitals for several medical procedures. In addition, through our subsidiary,
Ambulatory Services, Inc., ("ASI") we are establishing a business engaged in the
development and management of freestanding and in-office ambulatory surgery
centers. We also have a subsidiary, Provider Partnerships, Inc., ("PPI") that
provides hospital consulting services. However, we expect to return the assets
of PPI to its former stockholders in connection with the resolution of certain
issues relating to our acquisition of PPI.
PRACTICE MANAGEMENT SERVICES
Our practice management services focus on musculoskeletal care.
Musculoskeletal care, or orthopaedics, is the treatment of conditions relating
to bones, joints, muscles and related connective tissues. We have contracted to
provide services to 23 orthopaedic practice groups. We have contracted to
provide comprehensive management services to 17 of the groups under exclusive,
long-term service agreements. We refer to these groups as our "affiliated
practices." We have contracted to provide more limited services to six of the
groups. We are involved in litigation with three of our affiliated practices,
and the description below of services provided does not currently apply to these
practices. In addition, we manage outpatient surgery centers, physical therapy
centers and an occupational medicine center which allow our affiliated practices
to provide ancillary services, such as magnetic resonance imaging, orthotics and
radiology.
We recently entered into restructure agreements with ten of our practices
to restructure our relationship with them. We initially affiliated with these
practices by acquiring substantially all of the assets and certain liabilities
of these practices, and entered into long-term service agreements with them.
Under the proposed restructuring transaction, we will sell to the practices
assets relating to the practices, including many of the assets we acquired from
the practices at the time of our original affiliation with them, and enter into
new management services arrangements relating to the practices. Our services
under the new arrangements will be limited to only certain practice needs, and
we will lower the amount of our service fees. All but one of the management
service agreements with the practices will have terms expiring between November,
2001 and March, 2003.
Approval of the restructuring transaction is subject to several conditions,
including approval of our stockholders and consent of our bank syndicate. We can
give no assurance that these conditions will be met.
We were incorporated in December 1995 and began our management services in
November 1996.
Our Practice Management Services to Affiliated Practices
Our Management Services. We assist in strategic planning, preparation of
operating budgets and capital project analysis. We coordinate group purchasing
of medical supplies, and medical malpractice insurance for our affiliated
practices as a group. We develop strategies for contracting with managed care
plans and help to establish relationships with managed care plans. We assist in
physician recruitment by introducing physician candidates to our affiliated
practices. In addition, we advise in structuring employment arrangements. We
also provide or arrange for a variety of additional services relating to the
day-to-day non-medical operations of our affiliated practices. These services
include management and monitoring of:
- billing levels, invoicing procedures and accounts receivable collection;
- accounting, payroll and legal services and records; and
- cash management and centralized disbursements.
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By providing these management services, we reduce the administrative
responsibilities of our affiliated physicians. This is designed to enable the
physicians to dedicate more time toward the delivery of health care services. We
have also assisted our affiliated practices in developing ancillary services,
such as:
- outpatient surgery;
- bone densitometry;
- outpatient imaging;
- pain management;
- rehabilitation therapy; and
- orthotics.
We believe that our administrative support facilitates more effective
billing and collections and has provided economies of scale in effecting certain
purchases.
Our Practice Services. We employ most of our affiliated practices'
non-physician personnel. These non-physician personnel, along with additional
personnel at our headquarters, provide the infrastructure that enables us to
manage the day-to-day non-medical operations of each of our affiliated
practices. We provide secretarial, bookkeeping, scheduling and other routine
administrative support services. Under our service agreements, we must provide
practice facilities and equipment to our affiliated practices. To satisfy these
obligations, we lease the facilities utilized by our affiliated practices. In
many cases, these facilities are owned by our affiliated physicians. We also
purchase the equipment utilized by each of our affiliated practices.
Our Management Information Systems. Our corporate accounting systems
include interfaces between payroll, banking, accounts payable and accounts
receivable applications. These interfaces enable us to capture, analyze and
report centrally financial data from most of our affiliated practice locations
and provide analyses of financial data on a fully integrated basis. In addition,
our internally developed purchase order system, which is installed at every
affiliated practice location, monitors daily practice inventory purchases from
order to receipt. This allows us to centrally control the disbursement of funds
and to identify economies in purchasing.
We believe that an important factor in the successful management of
musculoskeletal disease is the creation of a database that tracks the results of
specific methods of treatment. This information can be used to establish
treatment protocols. With the input of our affiliated physicians who specialize
in specific orthopaedic subspecialties, we are gathering information from some
of our affiliated practices in a standardized fashion. In addition to treatment
information, we collect financial information such as:
- personal patient data;
- physician and procedure identifier codes;
- payor class; and
- amounts charged and reimbursed.
Information is gathered in areas such as:
- incidence rates (the number of specified procedural, diagnostic and
medical events during a defined period with respect to a particular
patient population);
- utilization (frequency of patient care and activity relating to the
patient); and
- Payor mix information
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We intend to use this information to assist our affiliated physicians in
developing:
- clinical protocols;
- ensuring that standards of quality are met; and
- determining the most cost-effective course for treating patients.
Our Contracting. We negotiate both fee-for-service and capitated contracts
on behalf of our affiliated practices. Capitated contracts involve various forms
of risk-sharing. There are two traditional categories of risk sharing. In the
first instance, the health care provider accepts risk only with respect to the
costs of physician services required by a patient (i.e., professional fee
capitation). In the second scenario, the health care provider accepts risk for
all of the medical costs required by a patient, including professional,
institutional and ancillary services (i.e., global capitation). Managed care
companies have refined traditional models by segmenting fees into episode of
care and per member per month capitation. Under episode of care capitation,
health care providers deliver care for covered enrollees with a specified
medical condition, or enrollees who require a particular treatment, for a fixed
fee on a per episode basis. Under per member per month capitation, the health
care providers receive fixed monthly fees per covered enrollee and assume the
financial responsibility for the treatment of medical conditions requiring
procedures specified in the contract. We have negotiated "episode of care" or
package pricing arrangements with several major health maintenance organizations
and workers compensation carriers covering several surgical procedures.
Practice Governance and Quality Assurance
Each affiliated practice has a Joint Policy Board. The membership of the
Joint Policy Board includes an equal number of representatives of Specialty Care
Network and the affiliated practice. The Joint Policy Boards have
responsibilities that include:
- developing long-term strategic objectives;
- developing practice expansion and payor contracting guidelines;
- promoting practice efficiencies;
- identifying and recommending significant capital expenditures; and
- facilitating communication and information exchanges.
Our Contractual Agreements with Our Affiliated Practices
We have entered into long-term service agreements with each of our
affiliated practices to provide management and administrative services. We have
included below a general summary of our service agreements. The actual terms of
the individual service agreements vary in certain respects from the description
below. These variances are a result of negotiations with the individual
practices and the requirements of state and local laws and regulations.
Beginning April 1, 1999, our obligations with respect to the practices that have
entered into restructure agreements with us will be limited to providing
furniture, fixtures and equipment necessary for the practices to operate their
offices and, in some instances, the billing and collection service personnel.
Our fees will also be reduced. This interim arrangement will continue until
closing under the restructure agreements or June 15, 1999, whichever occurs
first. If closing occurs, the practices will be subject to management services
agreements having terms described below under "Our Practice Management Service
to Other Practices -- Our Contractual Agreements with the Other Practices."
Our Responsibilities. We, among other things:
- act as the exclusive manager and administrator of non-physician services
relating to the operation of our affiliated practices (with the exception
of certain matters for which our affiliated practices maintain
responsibility or which are referred to the Joint Policy Boards of our
affiliated practices);
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- bill patients, insurance companies and other third-party payors and
collect the fees for professional medical and other services rendered,
including goods and supplies sold;
- provide or arrange for, as necessary, clerical, accounting, purchasing,
payroll, legal, bookkeeping and computer services and personnel,
information management, preparation of certain tax returns, printing,
postage and duplication services and medical transcribing services;
- supervise and maintain custody of substantially all files and records
(medical records of our affiliated practices remain the property of our
affiliated practices);
- provide facilities and equipment for our affiliated practices;
- prepare, in consultation with the Joint Policy Boards and our affiliated
practices, all annual and capital operating budgets for our affiliated
practices;
- order and purchase inventory and supplies as reasonably requested by our
affiliated practices;
- implement, in consultation with the Joint Policy Boards and our
affiliated practices, local public relations or advertising programs; and
- provide financial and business assistance in the negotiation,
establishment, supervision and maintenance of contracts and relationships
with managed care plans and other similar providers and payors.
Most employees providing such services were employed by our affiliated
practices prior to the practice's affiliation with us.
The Responsibilities of Our Affiliated Practices. Our affiliated practices
retain the responsibility for:
- hiring and compensating physician employees and other medical
professionals;
- ensuring that physicians have the required licenses, credentials,
approvals and other certifications needed to perform their duties; and
- complying with certain federal and state laws and regulations applicable
to the practice of medicine.
In addition, our affiliated practices maintain exclusive control of all
aspects of the practice of medicine and the delivery of medical services.
Our Service Fees. We collect fees from our affiliated practices on a
monthly basis generally equal to the following:
- the greater of a guaranteed base service fee or a percentage (the
"service fee percentage"), ranging from 20%-50% of the adjusted pre-tax
income of our affiliated practices, which is defined generally as revenue
of our affiliated practices related to professional services less amounts
equal to certain clinic expenses of our affiliated practices, not
including physician owner compensation or most benefits to physician
owners; and
- amounts equal to the clinic expenses of our affiliated practices, not
including physician owner compensation or most benefits to physician
owners.
- Generally, for the first three years following a practice's affiliation,
the service fee is subject to a fixed dollar minimum. The fixed dollar
minimum generally was determined by multiplying the affiliated practice's
adjusted pre-tax income for the 12 months prior to its affiliation by the
service fee percentage. In addition, with respect to our management (and,
in certain instances, ownership) of certain facilities and ancillary
services associated with certain of our affiliated practices, we are paid
additional fees based on a percentage of net revenue or pre-tax income
related to such facilities and services.
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Our Accounts Receivable. Each month, most of our affiliated practices sell
all of their monthly accounts receivable to us. The purchase price generally
equals the gross amounts of the accounts receivable recorded each month, subject
to adjustment for certain potentially uncollectible amounts. We are making
periodic adjustments so that amounts paid for the accounts receivable of certain
affiliated practices are adjusted upwards or downwards based on our actual
collection experience.
The Term of Our Service Agreements. Our service agreements with affiliated
practices have initial terms of 40 years. They are automatically extended
(unless specified notice is given) for additional five-year terms.
Other Provisions. The service agreement contains additional provisions,
including:
- certain non-competition provisions;
- cross-indemnification provisions;
- required insurance coverage to be obtained by us and our affiliated
practices; and
- provisions requiring replacement of physicians retiring within the first
five years of the agreement and limiting the number of physicians who may
retire within any one-year period thereafter.
Third Party Reimbursement Policies
A significant amount of the revenues of the practices we serve are derived
from government and private third party payors. The health care industry is
experiencing a trend toward cost containment. In addition, the federal
government has implemented a resource-based relative value scale payment
methodology under Medicare for physician services.
The resource-based relative value scale is a fee schedule that, except for
certain geographical and other adjustments, pays similarly situated physicians
the same amount for the same services. The fee schedule is adjusted each year.
It is subject to increases or decreases at the discretion of Congress. To date,
the implementation of the resource-based relative value scale method of payment
has reduced payment rates for certain of the procedures historically provided by
the practices that contract with us. Further changes in the Medicare fee
schedule payment methodology could adversely affect our business.
Physician reimbursement rates paid by private third-party payors are, in
large part, still based on established charges. However, resource-based relative
value scale types of payment systems are being adopted by private third-party
payors. Increased implementation of such payment systems may result in reduced
payments from private third-party payors and thereby reduce our revenue.
Although private third party payors are adopting resource-based relative value
scale-type reimbursement or other managed care-type restrictions on
reimbursement, such rates still are generally higher than Medicare payment
rates. Further reductions in reimbursement levels or other changes in
reimbursement for health care services could be detrimental to the practices
with which we have contracted or our business. Additionally, the treatment
methods for orthopaedic conditions may shift from surgical treatments to
non-surgical treatments. In addition to the above concerns, any payment
reductions or change in the patient mix of any of the practices that contract
with us that results in a decrease in patients covered by private third-party
payors could be detrimental to us.
AMBULATORY SURGICAL SERVICES
Ambulatory Services, Inc. is a subsidiary of ours formed to engage in
development and management services for ambulatory surgery centers. ASI is
seeking to enter into arrangements with physicians, physician groups and
hospitals, to plan, construct, and operate and, in some instances, own a portion
of ambulatory surgery centers. We anticipate that our development of ASI's
operations will require substantial capital commitments that we are not
currently able to make. We are exploring alternatives to obtain financing,
including the possibility of selling an equity interest in ASI.
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Currently, through an agreement with Greater Chesapeake Associates, LLC,
ASI is providing management services with regard to a surgery center affiliated
with that practice. We have an approximately 33% ownership interest in this
surgery center. We hope to expand ASI's services to include comprehensive
consultation and project planning in connection with the construction of surgery
centers. In addition, our development services would involve assisting medical
providers in:
- obtaining necessary certificates of need and fulfilling other legal
requirements;
- assisting in planning for construction, including site selection and
interior design; and
- developing a project schedule and project budget coordination of
construction activities.
Management services offered by ASI include the following:
- accounting/financial services -- including annual budget preparation,
preparation of financial statements and tax reports and, at the option of
the provider, billing and collection functions;
- vendor contracting -- acquisition of supplies and pharmaceuticals;
- payor contracting;
- marketing -- design and implementation of a marketing plan for the
surgery center;
- management information system support;
- payroll services; and
- regulatory compliance support services.
ASI has hired a Vice President, Operations and has also retained several
consultants to assist in the development of its business. ASI is actively
marketing its services at the present time. While we are hopeful that our
efforts will result in a profitable business, we cannot assure that ASI will be
successful.
HEALTHCAREREPORTCARDS.COM INTERNET SITE
We currently operate HealthCareReportCards.com. This is an internet site
that applies a proprietary risk adjustment formula to data acquired from the
Health Care Financing Administration of the U.S. Department of Health and Human
Services to rate the quality of outcomes at U.S. hospitals with respect to
several medical specialties, including the following:
- cardiology
- orthopaedics
- neuroscience
- pulmonary/respiratory
- vascular surgery
HealthCareReportCards.com purchased its initial dataset, known as the
MEDPAR (Medicare Provider Analysis and Review) file, from the Health Care
Financing Administration. Working with Susan Des Harnis, Ph.D., Chairman of the
Department of Health Administration and Policy at the Medical University of
South Carolina, HealthCareReportCards.com developed a risk-adjustment model to
take into account variations in the risk of illness of patients cared for by
different hospitals. Utilizing the risk adjusted data, HealthCareReportCards.com
rates hospitals with a five-star rating system. To receive a five-star rating, a
hospital must have a score in the top ten percent of all hospitals performing a
rated procedure or caring for patients with the appropriate diagnosis and the
difference between actual and predicted performance must be statistically
significant.
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Access to the HealthCareReportCards.com site is free.
HealthCareReportCards.com seeks to fund its operations through the sale to four
and five-star rated hospital of banners, hyperlinks and similar types of
advertising on its web site.
We sell advertising through an internal three person sales staff. At March
31, 1999, we entered into agreements to provide links and other advertising to 9
hospitals.
We currently plan to expand our health care rating internet web site to
include ratings of providers other than hospitals. For further information
concerning our plans for this business, see "Agreement in Principle With The
Former PPI Stockholders -- Plans Relating to Health Care Rating Internet Site."
GOVERNMENT REGULATION AND SUPERVISION
The delivery of health care services has become one of the most highly
regulated of professional and business endeavors in the United States. Both the
federal government and the individual state governments are responsible for
overseeing the activities of individuals and businesses engaged in the delivery
of health care services. Federal law and regulations are based primarily upon
the Medicare and Medicaid programs. Each of these programs is financed, at least
in part, with federal funds. State jurisdiction is based upon the state's
interest in regulating the quality of health care in the state, regardless of
the source of payment.
We believe our physician practice management operations materially comply
with applicable laws. However, we have not received or applied for a legal
opinion from counsel or from any federal or state judicial or regulatory
authority with respect to our practice management operations. Additionally, many
aspects of our business have not been the subject of state or federal regulatory
interpretation. The laws applicable to us and the practices that contract with
us are subject to evolving interpretations. If we, or these practices, are
reviewed by a government authority, we may receive a determination that could be
adverse to us or the practices. Furthermore, the laws applicable to either us or
the practices may be amended in a manner that could adversely affect us.
The federal health care laws apply to us when we submit a claim on behalf
of a practice that contracts with us to Medicare, Medicaid or any other
federally-funded health care program. The principal federal laws that we must
abide by in these situations include:
- those that prohibit the filing of false or improper claims for federal
payment;
- those that prohibit unlawful inducements for the referral of business
reimbursable under federally-funded health care programs; and
- those that prohibit the billing to Medicare or Medicaid for provision of
certain services by a provider to a patient if the patient was referred
by a physician and the referring physician or a member of his immediate
family has certain types of financial relationships with the provider.
False and Other Improper Claims. The federal government may impose
criminal, civil and administrative penalties on anyone that files a false claim
for reimbursement from Medicare, Medicaid or other federally-funded programs.
Criminal penalties apply in the case of claims filed with private insurers.
While the criminal statutes are generally reserved for instances involving
fraudulent intent, the civil and administrative penalty statutes are applied by
the government in an increasingly broad range of circumstances. For example, the
government has taken the position that a pattern of claiming payment for
unnecessary services or services that are substandard may violate these statutes
if the practice (or the party submitting the claim on behalf of the practice)
should have known the services were unnecessary or substandard. Additionally,
the amount of documentation that must be compiled to support a claim has
increased the possibility that a submitted claim may be improper. In 1997, the
Department of Health and Human Services issued new documentation guidelines
applicable to Medicare claims involving the musculoskeletal system, which are
substantially more burdensome than the previous requirements.
In late 1998, the Inspector General of the Department of Health and Human
Services issued compliance guidance for third-party medical billing companies.
This guidance contains specific elements
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that companies which bill for provider clients should include in their
compliance program and identifies specific risk areas for billing companies. The
guidelines encourage billing companies to facilitate the restitution of
overpayments, coordinate compliance matters with providers, refrain from
submitting false or inappropriate claims, and terminate contracts with providers
and/or report providers who engage in continued misconduct or fraudulent or
abusive conduct.
We believe that our billing activities on behalf of our affiliated
practices comply with applicable law and we are working to insure that they
comply with the third-party billing guidelines. Governmental authorities may
challenge or scrutinize our activities. A determination that we or our practices
that have contracts with us have violated applicable laws could have an adverse
impact on us.
Federal Anti-kickback Law. A federal law commonly known as the
"Anti-kickback Law" prohibits the knowing or willful, solicitation, receipt,
offer or payment of any remuneration which is made in return for:
- the referral of patients covered under Medicare, Medicaid and most other
federally-funded health care programs; or
- the purchasing, leasing, ordering, or arranging for any good, facility,
items or service reimbursable under those programs.
The law also prohibits remuneration that is made for the recommendation of,
or the arranging for, the purchasing, leasing, or ordering of any good,
facility, item or service, reimbursable under those programs. The law has been
broadly interpreted by a number of courts to prohibit remuneration that is
solicited, received, offered or paid for otherwise legitimate purposes if one
purpose of the arrangement is to induce referrals or the other proscribed
activities. Even bona fide investment interests in a health care provider may be
questioned under the Anti-kickback Law. The penalties for violations of this law
include:
- civil monetary penalties;
- criminal sanctions;
- exclusion from further participation in federally-funded health care
programs (mandatory exclusion in certain cases);
- the ability of the Secretary of Health and Human Services to refuse to
enter into or terminate a provider agreement; and
- debarment from participation in other federal programs.
In 1991, the federal government published regulations that provide
exceptions or "safe harbors," to the Anti-kickback Law. Among the safe harbors
included in the regulations were:
- provisions relating to the sale of physician practices;
- management and personal services agreements;
- office and equipment rental agreements; and
- employee relationships.
Subsequently, in 1993 proposed regulations were published offering safe
harbor protection to additional activities, including referrals within group
practices consisting of active investors. Proposed amendments clarifying the
existing safe harbor regulations were published in 1994. The failure of an
activity to qualify under a safe harbor provision, while potentially leading to
greater regulatory scrutiny, does not render the activity illegal.
There are several aspects of our relationships with our affiliated
physicians to which the Anti-kickback Law may be relevant. In some instances,
for example, the government may construe some of our
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marketing and managed care contracting activities as recommending patients to
our affiliated physicians who pay us a management fee, in part, for such
activities.
On April 15, 1998, the Inspector General of the Department of Health and
Human Services issued Advisory Opinion No. 98-4, which was a response to a
request by a physician for an advisory opinion as to whether a proposed
management services contract between a medical practice management company and a
physician practice would constitute illegal remuneration as defined in the
Anti-kickback Law. Under the facts as presented in the advisory opinion request,
a physician practice management company proposed to enter into a management
agreement with a physician medical practice, under which the management company
would provide the clinic facilities, clinic personnel other than the physicians,
and the operating services for the medical practice including accounting,
billing and purchasing services. Additionally, the management company contracted
to provide the medical practice "with management and marketing services for the
clinic, including the negotiation and oversight of healthcare contacts with
various payors, including indemnity plans, managed care plans, and federal
healthcare programs." Also, the management company's activities on behalf of the
medical practice included the establishment of provider networks, The management
fee to be paid by the medical practice to the management company was, in part,
based on a percentage of the medical practice's monthly net revenues. In the
advisory opinion, the Inspector General determined that the proposed management
services arrangement did not satisfy a safe harbor under the Anti-kickback Law.
However, the fact that the proposed management services arrangement did not fit
within a safe harbor did not mean that the proposed arrangement was necessarily
unlawful. Rather, the Inspector General stated that it would be necessary to
analyze the proposed arrangement on a case-by-case basis. In analyzing the
proposed arrangement, the Inspector General determined that it had insufficient
information to ascertain the level of risk of fraud or abuse presented by the
proposed arrangement, because the proposed arrangement may include financial
incentives to increase patient referrals through the marketing and managed care
contracting services provided by the management company. Additionally, the
Inspector General stated in the advisory opinion that the proposed arrangement
could present a problem because the proposed arrangement contained no safeguards
against over-utilization and may include financial incentives that increase the
risk of abusive billing practices. Accordingly, the advisory opinion, while not
concluding that the proposed management services arrangement was a violation of
the Anti-kickback Law, did not conclude definitively that such arrangement would
not result in a violation of the Anti-kickback Law.
In addition, we own an interest in a joint venture (and may, in the future,
own an additional interest in entities) which owns and operates an outpatient
surgery center. Some of our affiliated physicians also own an interest in the
joint venture (and others may, in the future own an interest in an entity that
owns and operates an outpatient surgery center) and may refer their patients to
the surgery center for treatment. The Inspector General has stated that a joint
venture arrangement where Physicians are both investors in the joint venture and
in a position to refer patients to the joint venture may violate the
Anti-kickback Law where remuneration paid to the physicians in exchange for
referrals is disguised as profit distribution. Also, we provide management
services to outpatient surgery centers. The Inspector General has stated that
the provisions of certain marketing services under a management agreement may
implicate the Anti-kickback Law, as discussed above.
Although general marketing and managed care contracting activities and the
ownership of interests in an outpatient surgery center by both us and our
affiliated physicians do not qualify for protection under the safe harbor
regulations, we believe that our activities and joint venture ownership
arrangements are not the type of activities and arrangements the Anti-kickback
Law prohibits. We are not aware of any legal challenge or proceeding pending
against similar physician practice management activities or joint venture
arrangements under the Anti-kickback Law. A determination that we violated the
Anti-kickback Law would be detrimental to us.
The Stark Self-Referral Law. The Stark Self-Referral Law prohibits a
physician from referring a patient to an entity that provides "designated health
services" reimbursable by Medicare or Medicaid if the physician or an immediate
family member has a financial relationship with the entity. "Designated health
services" include physical therapy services, diagnostic imaging services, and
orthotics and prosthetics
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devices and services some or all of which are furnished by our affiliated
practices. In addition to the conduct directly prohibited by the law, the
statute also prohibits schemes that are designed to obtain referrals indirectly
that cannot be made directly. The penalties for violating the law include:
- a refund of any Medicare or Medicaid payments for services that resulted
from an unlawful referral;
- civil fines; and
- exclusion from the Medicare and Medicaid programs.
On January 9, 1998, the Health Care Financing Administration issued
proposed rules regarding the Stark Self-Referral Law as it relates to the
designated health services listed above. The proposed rules state that the
entity that provides the designated health services may be a physician's
practice or any other entity that actually owns the operations of the designated
health services. An entity that merely owns certain components of a health
services operation, such as the building that houses the operations or the
medical equipment used in the operations will not be considered as owning the
operations of the health services. It is not clear whether and to what extent
our provision of management services to our affiliated practices (including our
provision of medical equipment, personnel and management services with respect
to designated health services provided by our affiliated practices) and our
receipt of a service fee based on net patient revenues would cause us to be
deemed to own the designated health services operation. It is also not clear
whether our provision of more limited services to the other practices that
contract with us would raise this issue. In addition, the proposed regulations
would apply to an entity that does not bill under its own Medicare number but
receives payment for the services from the billing entity as part of a so-called
"under arrangements" agreement (a term of art under the regulations relating to
certain hospital arrangements) or similar agreements. It is not clear whether
the term "similar agreements" would apply to our arrangements with practices
that have contracted with us. If we are deemed to "own the operation" of
designated health services or to be engaged in an arrangement similar to an
"under arrangements" agreement, with respect to designated health services which
are billed by our affiliated practices, we would be deemed a provider of
designated health services addressed by the proposed rules.
We believe that we will not be deemed to be a provider of designated health
services. However, if we are deemed a provider of designated health services for
purposes of the Stark Self-Referral Law, and accordingly, the recipient of
referrals from physicians affiliated with practices that have contracted with
us, such referrals will be permissible only if:
- the financial arrangements under the service agreements with the
practices meet certain exceptions in the Stark Self-Referral Law;
- the ownership of our stock by the referring physicians meets certain
investment exceptions under the Stark Self-Referral Law; and
- we have no other financial arrangements with a referring physician which
are not covered by an exception under the Stark Self-Referral Law.
We believe that the financial arrangements under our management agreements
with the practices qualify for applicable exceptions under the Stark
Self-Referral Law. However, the issuance of the final rules, a review by courts
or a review by regulatory authorities may result in a contrary determination.
The ownership of our stock by the referring physicians will not meet the Stark
Self-Referral Law exception related to investment interests. The proposed rules
provide that in order to meet the investment interest exception the investment
has to be in securities which, at the time they were obtained, could be
purchased on the open market. This proposed rule would prohibit referral
relationships between a physician and an entity in which such physician (or a
family member) owns stock or options if such stock or options were acquired
prior to the time that the entity was publicly held. Some of the physicians in
our affiliated practices acquired our stock prior to our initial public
offering. Other physicians in our affiliated practices acquired our stock after
our initial public offering. However, the Stark Self-Referral Law requires that
to satisfy the investment interest exception, our stockholder equity would have
to exceed $75 million.
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Accordingly, none of the physicians who are in our affiliated practices and
who own stock in our company would be covered by the investment interest
exception and therefore could not refer patients for any designated health
services which we are deemed to provide.
With respect to our ambulatory surgery center operations, where we may
either provide management services to an ambulatory surgery center owned by
physicians or a physician practice, own an interest in an ambulatory surgery
center jointly with physicians or a physician practice, or both, the proposed
rules provide that services furnished in an ambulatory surgery center will not
be deemed "designated health services" if payment for those services is included
within the ambulatory surgery center's payment rate. Since we intend to operate
the ambulatory surgery centers which we manage or own an interest in a manner
that is intended to comply with this exception, we do not believe that the Stark
Self-Referral Law will apply to our ambulatory surgery center operations.
A determination that we have violated the Stark Self-Referral Law would
have a material adverse effect on us.
State Anti-Kickback Laws. Many states have laws that prohibit payment of
kickbacks in return for the referral of patients. Some of these laws apply only
to services reimbursable under state Medicaid programs. A number of these laws
apply to all health care services in the state, regardless of the source of
payment for the service. Based on court and administrative interpretation of
federal anti-kickback laws, we believe that most of these laws prohibit payments
to referral sources where a purpose for the payment is the referral. Most state
anti-kickback laws have received only limited judicial and regulatory
interpretation. Therefore, it is possible that our activities may be found not
to comply with these laws. Noncompliance with such laws could subject us and the
physicians in our affiliated practices to penalties and sanctions.
State Self-Referral Laws. A number of states have laws that are similar in
purpose to the Stark Self-Referral Law but which impose different restrictions.
Some states only prohibit referrals when the physician's financial relationship
with a health care provider is based upon an investment interest. Other state
laws apply only to a limited number of health services. Some states do not
prohibit referrals, but require that a patient be informed of the financial
relationship before the referral is made. We believe that our operations comply
with the self-referral laws of the states in which the practices that contract
with us are located.
Fee-Splitting Laws. Most states prohibit a physician from splitting fees
with a referral source. Some states have a broader prohibition against any
splitting of a physician's fees, regardless of whether the other party is a
referral source. In most states, we believe that a management fee payment made
by a physician to a management company would not be considered fee-splitting if
the payment constitutes reasonable payment for services rendered to the
physician or physician's medical practice.
We are paid by physicians (and their medical practices) for whom we provide
management services. Our service agreements and management service agreements
have been designed to comply with applicable state laws relating to
fee-splitting. However, a state authority may nevertheless determine that we and
the practices that contract with us are violating the state's fee-splitting
laws. Such a determination could render any of our service agreements in such
state unenforceable or subject to modification in a manner that is adverse to
us.
In November 1997, pursuant to the request by Magan L Bakarania, M.D. the
Florida Board of Medicine issued a declaratory statement that payments of a
percentage of a physician group's net income to a practice management company in
return for services constituted fee-splitting and therefore that could subject
Dr. Bakarania to disciplinary action. The specific services to be provided by
the management company, which the Florida Board of Medicine stated would, in
their opinion, result in a prohibited fee-splitting arrangement were services
intended to increase the physician group's revenue by:
- increasing patient referrals through the creation of preferred provider
networks;
- establishing managed care networks; and
- negotiation of managed care contracts
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The declaratory statement only applies to the physician that requested the
declaratory statement (and certain other physicians who formally joined in the
Florida Board of Medicine proceedings). The Florida Board of Medicine agreed to
stay final issuance of the declaratory statement pending appeal of the decision
by the physician practice management company to a Florida court.
On October 2, 1998, TOC Specialists, P.L., an affiliated practice located
in Tallahassee, Florida, filed a petition for declaratory statement with the
Florida Board of Medicine requesting advice as to whether TOC Specialists, P.L.
and its physician owners would be subject to discipline under the statutory
prohibitions against fee-splitting, based upon the services agreement between us
and TOC Specialists, P.L. Because of the pending appeal of the declaratory
statement issued with respect to Dr. Bakarania, the Florida Board of Medicine
has agreed not to consider TOC Specialists, P.L.'s petition until the pending
appeal has been concluded. Although the issuance of a declaratory statement by
the Florida Board of Medicine with respect to TOC Specialists, P.L. stating that
the management services arrangement between us and TOC Specialists, P.L.
violates the Florida fee-splitting statute would not directly affect us or our
agreement with TOC Specialists, P.L. because we are not a party to the petition
filed by TOC Specialists, P.L., such an adverse decision would be detrimental to
us since it could serve as the basis for an assertion by TOC Specialists, P.L.
that the services agreement between us and the practice results in a violation
of Florida law and subjects the TOC Specialists, P.L. physicians to disciplinary
action unless the services agreement is either terminated or modified in a
manner that may be detrimental to us.
Corporate Practice of Medicine. Most states prohibit corporations from
engaging in the practice of medicine. Many of these state doctrines prohibit a
business corporation from employing a physician. Some states allow a licensed
physician to affiliate with corporate entities for the delivery of medical
services. On the other hand, some states interpret the "practice of medicine"
broadly to include activities such as ours. This is true even if the
corporation's activities only have an indirect impact on the practice of
medicine, the physician rendering the medical services is not an employee of the
corporation, and the corporation exercises no discretion with respect to the
diagnosis or treatment of a particular patient.
We structure our service and management service agreements so that we do
not exercise any responsibility on behalf of physicians that should be construed
as affecting the practice of medicine. Accordingly, we believe that our
operations do not violate state laws relating to the corporate practice of
medicine. Such laws and legal doctrines have been subjected to only limited
judicial and regulatory interpretation with respect to physician practice
management companies. If challenged, we may not be considered to be in
compliance with all such laws and doctrines. A determination in any state that
we are engaged in the corporate practice of medicine could render our agreements
with practices located in such state unenforceable or subject to modification in
a manner adverse to us.
Health Care Reform. In recent years, a variety of legislative proposals
designed to change access to and payment for health care services in the United
States have been introduced. Although no health reform proposals have been
passed by Congress to date, other proposed health care reform legislation,
including the regulation of patient referral practices, reimbursement of health
care providers, formation and operation of physician joint ventures and tort
reform, has been and may be considered by Congress and the legislatures of many
of the states in which we operate. No predictions can be made as to whether
health care reform legislation or similar legislation will be enacted or, if
enacted, its effect on us. Any federal or state legislation prohibiting, among
other things, the referral to or treatment of patients at surgery centers by
health care providers with an investment interest in the surgery centers may
have a material adverse effect on our surgery center joint venture. In the event
that federal or state regulations prohibit the ownership of surgery centers by
physicians, we would seek to purchase the interests held by the physicians. We
believe that we would be able to purchase the interest of the physician members
of our joint ventures, if required.
Ambulatory Surgery Center Regulatory Environment. Our surgery center and
the physicians utilizing our centers are subject to numerous regulatory,
accreditation and certification requirements, including requirements related to
licensure, certificate of need, reimbursement from insurance companies and other
private third-party payors, Medicare and Medicaid participation and
reimbursement, and utilization and
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quality review organizations. The grant and renewal of these licenses,
certifications and accreditations are based upon governmental and private
regulatory agency inspections, surveys, audits, investigations or other reviews,
including self-reporting requirements. An adverse review or determination by any
regulatory authority could result in denial of a center's plan of development or
proposed expansion of facilities or services, the loss or restriction of
licensure by a center or one of its practitioners, or loss of center
certification or accreditation. A regulatory authority could also reduce, delay
or terminate reimbursement to a center or require repayment of reimbursement
received. The loss, denial or restriction of any such licensure, accreditation,
certification (including certificates of need or exemption therefrom) or
reimbursement through changes in the regulatory requirements, an enforcement
action, or otherwise, could have a material adverse effect on us.
AMA Restrictions. In June 1994, the American Medical Association severely
restricted the ability of physicians to refer to entities in which such
physicians have an ownership interest, except when the physician directly
provides care or services at a facility that is an extension of the physician's
practice and in very limited circumstances such as in rural areas where there is
lack of available capital from non-physician sources. If the American Medical
Association changes its ethical requirements to preclude all referrals by
physicians, physician referrals to our ambulatory surgery centers could be
adversely affected. It is possible that a prohibition on physician ownership
could adversely affect our future operations, although we believe that the
majority of physicians would continue to perform surgery at the surgery centers
even if they were no longer limited partners.
Infectious Waste. As generators of infectious waste, the Company's surgery
centers are required to satisfy all federal, state and local waste disposal
requirements. If any regulatory agency finds a center to be in violation of
waste laws, penalties and fines may be imposed for each day of violation, and
the affected center could be forced to cease operations. The Company believes
its surgery centers dispose of such waste properly.
Antitrust Laws. The federal antitrust laws (principally the Sherman Act,
the Clayton Act and the Federal Trade Commission Act) are designed to maintain
market competition. They address both structural issues (market share through
merger, acquisition or otherwise) and conduct issues (contracts or combinations
in restraints of trade). The Federal Trade Commission and the Department of
Justice addressed competitive issues, both structural and conduct, in the health
care industry in their 1996 Statements of Enforcement Policy in Health Care. The
statements could apply to various aspects of our business. While we believe that
we are in compliance with these laws, there is no assurance that our operations
will not become the focus of inquiry and potential challenge. Responding to such
challenges could result in substantial costs.
Insurance Licensure Laws. All states have licensure requirements to
regulate the business of insurance and the operation of HMOs. Some states also
have separate licensure requirements for provider-sponsored managed care
networks (also known as "provider-sponsored organizations," or "PSOs") and for
other managed care entities such as third-party administrators. A person who
fails to obtain the appropriate insurance license may be subject to civil and
criminal penalties in certain states. These licensure requirements for insurers,
HMOs and PSOs would not generally apply to companies that provide only
management services to physician providers. However, there is little uniformity
in how the states interpret the scope of their respective laws and regulations.
We believe that our operations do not violate insurance licensure laws for
insurers, HMOs and PSOs in the states where we currently do business. Yet, there
is a risk that state regulatory authorities may apply these laws to require us
to be licensed as an insurer, an HMO, or a PSO. Compliance with such laws could
result in substantial costs. In addition, practices that contract with us may
require licensure as PSOs under separate statutory requirements for PSOs or, if
such practices enter into capitated or other risk-assumption arrangements, under
requirements relating to HMOs or insurers. See "Provider Risk Assumption,"
below.
Finally, we may need to obtain separate licensure as a third-party
administrator, as a utilization review agent, or as an HMO or insurance
marketing agent if our services for physicians are deemed by a state
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authority to involve "administration," "utilization review" or "marketing
functions." If we are deemed to be in noncompliance with insurance licensure
laws, our business would be adversely affected.
In Florida, entities performing "fiduciary or fiscal intermediary services"
on behalf of health care professionals who contract with HMOs must register with
the Florida Department of Insurance under a "Fiscal Intermediary Services" law.
This statue defines "fiduciary or fiscal intermediary services" to include (i)
receipt or collection of reimbursements for services rendered on behalf of
health care professionals; (ii) patient and provider accounting; (iii) financial
reporting and auditing; (iv) receipts and collections management; (iv)
compensation and reimbursement disbursement services; and (v) other related
fiduciary services rendered pursuant to contracts between health care
professionals and health maintenance organizations. A party otherwise qualifying
as a fiscal intermediary services organization and which is operated for the
purpose of acquiring and administering provider contracts with managed care
plans for professional health care services must secure and maintain in force a
fidelity bond in the minimum amount of $10 million. The fidelity bond must (i)
be posted with the state; (ii) be on an approved form; (iii) insure against
misappropriation of funds by the registrant; and (iv) run to the benefit of the
interested managed care plans, subscribers and health care providers.
We are reviewing the management services we provide to Florida practices
and investigating the possible application of this law to our Florida
operations. If we conclude the law applies to those operations, we will take
appropriate steps to register or otherwise comply with its requirements.
Provider Risk Assumption. When health care providers or provider networks
agree to provide services on a capitated basis, they assume "insurance risk" and
may be regarded by the regulatory authorities as conducting an "insurance
business" for which licensure is required. Whether licensure as an insurer,
health maintenance organization or other equivalent will be required depends on
the relationship between the provider or network and the individuals who receive
the services.
If the relationship is "direct" such that the provider network has directly
contracted with the "insured" (whether and individual or group policyholder) to
provide services in return for a fixed payment, all jurisdictions would likely
find the provider or provider network to be engaged in the "doing of an
insurance business" requiring licensure and full regulation equivalent to that
which applies to commercial health insurers and health maintenance
organizations.
If, however, the provider or network has contracted with a licensed insurer
or health maintenance organization to provide services to that entity's policy
holders or members, licensure is not required in most states, even if the
provider or network agreed to do so on a capitated basis and thereby assumed
insurance risk. These latter arrangements, where a licensed insurer or health
maintenance organization is interposed between the insured and the capitated
provider or network, are referred to as "downstream" risk-sharing arrangements.
Most states that have considered the questions have determined on policy
grounds not to regulate or require licensing of a capitated provider or provider
network so long as it is "downstream" from a licensed insurer or health
maintenance organization. However, a few other states will require licensing of
"downstream" capitation arrangements of those arrangements involve "global" or
"episode of care" capitation allowances.
On behalf of certain of the practices, we regularly negotiate "downstream"
capitated service arrangements, including global and episode of care capitation
allowances. It would not be practical to have the practices licensed as either
an insurer of health maintenance organization if this were required as a result
of those capitation arrangements. The inability to enter into such capitation
arrangements would adversely affect us.
Managed Care Contracting Laws. An increasing volume of state regulation
addresses the terms of contracts between managed care payors and managed care
providers. Some of these laws and regulations can affect the composition of a
managed care network. Other laws and regulations are aimed at protecting health
care consumers. A determination that we or our affiliated practices do not
comply with such laws could be detrimental to us.
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Physician Incentive Plan Rule. A regulation of the Health Care Financing
Administration, United States Department of Health and Human Services, imposes
limitations with respect to, and prescribes the terms and conditions under
which, health maintenance organizations operating "physician incentive plans"
may offer incentives to physicians that could tend to reduce or limit medically
necessary services to an enrollee. This regulation applies to physician
incentive plans which base compensation, in whole or in part, on the use or cost
of services furnished to Medicare beneficiaries or Medicaid recipients. Among
other things, this regulation requires the organization to provide adequate
stop-loss protection for physicians if the organization's system for
compensating physicians does not provide mandated limits on the amount of
physician compensation that is put at risk by the incentive plan. This
regulation may adversely affect our operations and the operations of our
affiliated practices.
Employee Leasing Services. Several states have legislation prohibiting the
provision of "employee leasing services" without a license. We continue to
evaluate the application of such laws to our service agreements. We will seek
licensure where we believe it to be appropriate. Failure to obtain a license may
result in civil or criminal penalties.
OUR COMPETITION
Physician Practice Management Services
We compete with numerous entities. Physician practice management companies
and some hospitals, clinics and HMOs also engage in activities similar to ours.
Several of our competitors have established operating histories and greater
resources than ours. We may not be able to compete effectively with such
competitors.
The practices that contract with us compete with local musculoskeletal care
service providers as well as some managed care organizations. We believe that
changes in governmental and private reimbursement policies have increased
competition among musculoskeletal care providers. We believe that cost,
accessibility and quality of services provided are the principal factors that
affect competition. If affiliated practices are not able to compete effectively
in the markets that they serve, we would be adversely affected.
The practices that contract with us also compete with other providers for
managed musculoskeletal care contracts. We believe that trends toward managed
care increased competition for such contracts. Other practices and management
service organizations may have more experience in obtaining such contracts than
us or the practices that contract with us. We may not be able to successfully
acquire sufficient managed care contracts to compete effectively.
Ambulatory Surgery Center Services
The Company competes principally with hospitals and other operators of
freestanding surgery centers to attract physicians and patients to its
ambulatory surgery centers and for inclusion in managed care programs. In
developing new surgery centers and acquiring existing surgery centers the
Company will compete with other surgery center companies and local hospitals. In
competing for physicians and patients, important competitive factors are
convenience, cost, quality of service, physician loyalty and reputation.
Hospitals may have competitive advantages in attracting physicians and patients,
including established standing in the community, historical physician loyalty
and convenience for physicians making rounds or performing inpatient surgery in
the hospital. However, the Company believes that many physicians may prefer to
utilize and affiliate with freestanding ambulatory surgery centers due to
greater scheduling flexibility, more consistent nurse staffing and faster
turnaround time between cases, thereby allowing a physician to perform more
surgeries in a defined period of time.
Health Care Rating Web Site
We attempt to compete by emphasizing the objective nature of our data, the
source of our data and the sophistication of the methodology used to provide our
data. We think that these factors should make
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HealthCareReportCards.com an attractive site for advertising by those hospitals
that have received a four or five-star rating.
Several companies have instituted health care rating services on the
internet. In addition, because barriers to entry are low, we anticipate that
other companies may seek to begin health care rating services on the internet.
As a result, competition to obtain advertising from hospitals and other health
care providers is expected to intensify in the future. We anticipate that we
will face competition from companies such as America's Health Network, Healthway
Interactive, OnHealth and ThriveOnline.com, which are seeking to establish a
presence in the consumer health information marketplace. In addition, we believe
that the planned expansion of our web site will result in competition from
companies involved in the provider marketplace such as WebMD and HealthGate.
Many of these companies have significant capital and experienced management. In
addition, companies in our health care, media, publishing or advertising
industry segments may become competitors in providing health care information
services to providers and consumers. Many of these competitors have greater
marketing, financial, personnel and other resources than we do. We cannot assure
we will be able to compete effectively with such competitors.
OUR EMPLOYEES
As of January 1, 1999, we had 885 employees, of whom 59 were located at our
headquarters and 826 were located at our affiliated practices. As a result of
the proposed restructuring transaction and interim arrangements with certain
participating practices, we anticipate that we will no longer employ a
substantial majority of these persons.
OUR CORPORATE LIABILITY AND INSURANCE
Professional malpractice claims and similar claims are risks in connection
with the provision of medical services. Under our agreements with practices we
serve, we do not influence or control the practice of medicine by physicians. We
do not have responsibility for compliance with regulatory requirements directly
applicable to physicians and physician groups. Nevertheless, as a result of our
relationship with medical practices, we could be subject to medical malpractice
actions. Our medical professional liability insurance provides coverage of up to
$5 million per incident, with maximum aggregate coverage of $5 million per year.
Our general liability insurance provides coverage of up to $5 million per
incident, with maximum aggregate coverage of $5 million per year. We believe our
insurance will extend to professional liability claims asserted against our
employees that work at our affiliated practices. The practices that have
contracted with us also maintain comprehensive professional liability insurance.
The cost of insurance and expenses resulting from claims against us that exceed
our policy limits could adversely affect us.
RISK FACTORS
If we consummate a proposed restructuring transaction that substantially
restructures our arrangements with ten practices, we will confront substantial
challenges. Under the proposed restructuring transaction, we will sell to the
practices non-medical assets relating to the practices. As part of the
transaction, we will also enter into new management service arrangements with
the practices that will reduce the term of the management agreements from 40
years to terms generally expiring between November 2001 and March 2003. We will
limit our services only to specific practice needs. Fees payable under the
management service agreements will be substantially reduced. In return, we will
receive approximately $17.0 million in cash and 3,786,957 shares of our common
stock. In addition, approximately $.6 million related to a convertible debenture
issued by us to physicians in one of our affiliated practices will be canceled.
The amount of cash we receive in the restructuring transaction is subject to
adjustment based on the value, at the closing of the restructuring transaction,
of most of the assets that we are selling
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to the practices and liabilities being assumed by the practices. If the
restructuring transaction is completed, we will confront the following risks,
among other things:
- Our revenues will decrease substantially -- Although our obligations to
the participating practices under the new management services agreements
will also be reduced substantially, we will have to institute additional
cost saving measures in order to avoid losses.
- We may not receive revenues from service agreements with the
participating practices after the term of the new management services
agreements -- This means that between November 2001 and March 2003, we
will no longer receive revenues from some of the participating practices
unless they agree to an extension of the management services agreement.
Presently, we do not anticipate that such an extension will occur. Some
of the practices have agreed to pay a lump sum prepayment at closing, and
will provide no further payments under the agreements. As a result, we
increasingly must rely on our other businesses, including our health care
rating internet site and ambulatory surgery center businesses.
- The other businesses on which we rely may not be successful -- While we
believe that the health care rating internet site and ambulatory surgery
center businesses that we will focus on present more promising
opportunities for growth than our physician practice management business,
these businesses have only recently been formed and may not be
successful.
- We will continue to have substantial bank indebtedness -- Although we
intend to use all of the cash proceeds of the restructuring transaction
to pay down our bank indebtedness, we anticipate that we will continue to
have approximately $26.2 million of indebtedness under our bank credit
facility, assuming none of the prepaid service fees from the
restructuring transaction are applied to our bank indebtedness. However,
our lending banks have indicated that their consent to the restructuring
transaction may be subject to a reduction of indebtedness under the
credit facility to approximately $22 million. Therefore, we anticipate
that at least a portion of the approximately $6 million in prepaid
service fees will also be applied to the payment of our bank
indebtedness. Our remaining obligations under the credit facility will
divert resources that otherwise would be useful for our non-physician
practice management businesses. Moreover, we will continue to be in
default under our credit facility. While we have been engaged in
discussions with our banks to restructure our credit arrangement, we
cannot assure that we will be successful in restructuring this
arrangement. If the banks were to accelerate our obligations under the
credit facility, our viability as a going concern would be severely
impaired.
Our Long-term Viability Will Be at Risk If the Restructuring Transaction Is
Not Consummated. While we will confront significant risks if the restructuring
transaction is consummated, we believe we will confront even more substantial
risks if the restructuring transaction is not consummated. Among the risks we
will confront if the restructuring transaction is not consummated are the
following:
- We may confront additional disputes with our affiliated
practices -- Currently, we are in litigation with four of our affiliated
practices. One of the other affiliated practices that are not
participating in the restructuring transaction are seeking to terminate
their service agreements based on allegations (which we dispute) that we
are in default of our obligations under their agreements. If the
restructuring transaction is not approved, we may well confront
additional disputes with the practices that would otherwise participate
in the restructuring transaction. Several of these practices have, in the
past claimed that we are in default under the terms of the service
agreement (we do not agree), and some have even threatened litigation.
The diversion of management resources and financial costs in connection
with these disputes would materially adversely affect us.
- We would continue to be in default under our credit facility -- We are
not currently in compliance with certain financial covenants under our
credit facility. If the restructuring transaction is not completed we
believe that we will not be able to comply with those covenants. Based on
our current operating structure, if our lenders determine to take action
to enforce their rights under the credit facility, our viability as a
going concern would be severely impaired.
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- Our operating performance has declined -- Due to the proposed
restructuring transaction and transactions in 1998 that led to new
management service arrangements with four practices, we have written down
our long-term service agreements by $94.6 million. Largely as a result,
we recorded a net loss for 1998 of $61.8 million, as compared to a net
income of $5.9 million for 1997. Our operating results would have
declined even if we had not taken the write-off. In light of the
transitional nature of our operations, we may not be able to once again
become profitable.
Our Web Site Business Could Be Adversely Affected If We Are Not Able to
Resolve Issues With the Former PPI Stockholders -- We believe that largely
because of the difficulties we encountered in the latter part of 1998, the
former stockholders of PPI raised certain issues relating to the transaction in
which we acquired PPI. We hired special counsel to assist us in analyzing their
contentions. After completion of the analysis and extensive negotiations, we
determined to seek to reach an amicable resolution of the issues. We have
entered into an agreement in principle with the former PPI stockholders to
resolve this matter. The agreement provides for the following:
- We will form a new company that will own the HealthCareReportCards.com
web site and other related internet products. (It is possible that,
instead of a new company, our wholly-owned Health Care Report Cards, Inc.
subsidiary will be subject to the following provisions.) With respect to
the new company, the agreement in principle provides, among other things,
for the following:
- The former PPI stockholders will have a 25 percent ownership interest in
the new company. Peter A. Fatianow, an employee of Specialty Care
Network who developed a new product to be included in our healthcare
rating web site, will own a five percent interest in the new company.
The remainder will initially be owned by us.
- The PPI stockholders' 25 percent ownership position will not be diluted
unless certain events occur, including the reduction of our stock
ownership interest below 50.1 percent after completion of an initial
round of financing or below 55 percent following a subsequent round of
financing.
- Until their ownership interest in the new company is reduced below five
percent, the PPI stockholders will have representation on the new
company's Board of Directors proportionate to the amount of stock that
they own. Certain corporate matters will require a supermajority vote of
the board of directors.
- We will facilitate financing to fund the operations of the new company.
If we are unable to facilitate a financing of at least $4 million by
December 31, 1999, we will transfer sufficient shares of the new company
stock that we own so that the PPI stockholders will become the majority
stockholders of the new company.
- The new company will provide specified compensation to the former PPI
stockholders (who will be employees of the new company).
- We will guarantee payment of new company expenses until December 31, 1999
or, if sooner, the date the new company receives third party financing of
$1 million.
- The former PPI stockholders will have specified preemptive rights,
tag-along rights and registration rights with respect to their new
company shares.
- We will sell most of the assets of PPI to the former PPI stockholders for
nominal consideration. We will retain revenues from PPI contracts earned
through March 31, 1999, and will fund up to a maximum of $500,000 of
expenses of the PPI business through December 31, 1999.
- The PPI stockholders will return the 420,000 shares of our common stock
that they received in connection with our acquisition of PPI. We have
agreed to reimburse the PPI stockholders for any tax liability they may
incur with regard to the return of the shares.
- The PPI stockholders will return the options to purchase 760,000 shares
of our common stock that they now hold. (The former PPI stockholders
waived their rights under these options in April 1999).
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- The parties to the agreement will mutually release each other from claims
relating to our acquisition of PPI.
The agreement in principle is subject to the preparation and execution of a
definitive agreement. We are optimistic, but cannot assure, that a definitive
agreement will be signed.
We Will Need Additional Financing. The contraction of our physician
practice management business, and our efforts to establish our other businesses
will cause us to seek additional capital. In the future we may seek additional
funds through debt financing or the issuance of equity or debt securities. We
may not be able to secure sufficient funds on terms acceptable to us, if at all.
If equity securities are issued, either to raise funds or in connection with
future affiliations, our stockholders' equity may be diluted. If additional
funds are raised through debt, we may be subject to significant restrictions. As
noted above, we are currently in default under our bank credit facility due to
our failure to comply with certain financial covenants. Our ability to effect
additional financings will likely continue to be impaired unless we can
successfully restructure our indebtedness. We cannot assure that we will be able
to obtain a restructured loan arrangement.
We anticipate that, in order to raise required capital, we will have to
sell a portion of the equity of our subsidiaries that operate our health care
rating web site and ambulatory surgery center businesses. Such sales will
decrease our share of revenues and profits, if any, in these entities.
Our Stock Price Has Declined Markedly. While we cannot identify with
certainty the cause for the decline, we believe the following factors, among
others have, and some may continue to have an adverse effect on our stock price:
- conditions in the physician practice management industry;
- changes in earnings estimates by securities analysts;
- announcements regarding non-compliance with bank covenants;
- litigation;
- change in accounting rules regarding amortization period for intangible
assets; and
- operating and financial results.
Variations in our operating and financial results have been caused by the
timing of the actions by affiliated practices that we believe are related to the
decline in our stock price, such as diverting accounts receivables receipts,
non-payment of service fees and engaging in litigation against us.
We Depend on Our Affiliated Practices and Physicians. If the practices that
contract with us are not successful, we will be materially adversely affected.
Moreover, certain of our affiliated practices have claimed, for various reasons,
that their service agreement is no longer in effect. Others have attempted to
invoke termination provisions based on a contention that we have defaulted in
carrying out our obligations under the service agreements. We believe that these
claims are invalid. Nevertheless, if the practices are able to terminate any of
our service agreements, we could be materially adversely affected. Some of the
practices that contract with us derive a significant portion of their revenue
from a limited number of physicians. A practice's loss of one or more key
members could reduce our revenue.
There is a Risk of Change in Payment for Medical Services. We may not be
able to offset successfully any or all payment reductions that may be imposed by
government and private third party payors. The health care industry is
experiencing a trend toward cost containment. Government and private third-party
payors are imposing lower reimbursement and utilization rates and negotiating
reduced payment schedules with service providers. Reductions in payments to
health care providers or other changes in reimbursement for health care services
may have a negative effect on us. See "Business -- Third Party Reimbursement."
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Our Business is Extensively Regulated by the Government. The delivery of
health care is subject to extensive federal and state regulation. Much of this
regulation is complex and open to different interpretations. We believe our
operations materially comply with applicable laws. Nevertheless, a review of our
operations by federal or state judicial or regulatory authorities could result
in a determination that we violated one or more provisions of federal or state
law.
The federal and state laws to which we are subject cover a broad range of
activities. Among other things, these laws:
- prohibit the filing of false or other improper medical claims;
- prohibit "kickback" and similar activities intended to induce patient
referrals or the ordering of reimbursable items or services;
- prohibit physicians from making referrals to entities providing
"designated health services" with which the physicians have a financial
relationship;
- prohibit fee-splitting under certain circumstances; and
- prohibit corporations from engaging in the practice of medicine.
In addition, a variety of laws of general applicability many have a
restrictive effect on our operations and activities. These laws include:
- antitrust;
- insurance;
- environmental;
- occupational safety;
- employment;
- medical leave; and
- civil rights laws.
Violations of these laws could result in:
- severe civil or criminal penalties;
- exclusion from participation in Medicare and Medicaid programs or other
federally funded health care programs; and
- censure or delicensing of physician-violators.
See "Government Regulation and Supervision."
There have been numerous recent federal and state initiatives for
comprehensive or incremental reforms affecting the payment for and availability
of health care services. Many of the proposals under consideration could
adversely affect us if they are enacted.
Several states have legislation prohibiting the provision of "employee
leasing services" without a license. We are evaluating the application of such
laws to our provision of non-physician personnel to physician practices. We will
seek licensure where it is appropriate. We may not receive the license for which
we apply. Our failure to obtain a license where required may result in civil or
criminal penalties. Additionally, lack of licensure may affect our ability to
provide personnel in accordance with the terms of our service agreements.
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We Depend on Our Information Systems. Our information systems are needed
to:
- helping our affiliated practices realize operating efficiencies; and
- negotiating, pricing and managing capitated managed care contracts.
We must continue to invest in, and administer, management information
systems to support these activities. There may be unanticipated delays,
complications and expenses in implementing, integrating and operating these
systems. We will have to modify, improve or replace these systems if new
technologies become available. Modifications, improvements or replacements could
be expensive and interrupt our operations. We may not be able to implement
successfully and maintain adequate practice management, financial and clinical
information systems.
We May be Affected by the Year 2000 Issue. The Year 2000 issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. In other words, date-sensitive software may
recognize a date using the "00" as the year 1900 rather than the year 2000. This
could result in system failures or miscalculations causing disruptions of
operations, including, among others, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Because we were formed in 1996, most of our corporate computer hardware is
relatively new. In addition, most of the software applications are "off the
shelf." All vendors of these "off the shelf" products have been contacted and
remediation activities are underway with respect to those applications that are
not currently Year 2000 compliant. Internal applications are currently being
reviewed and updated. However, if we fail to attain compliance by Year 2000, we
could be materially adversely affected.
We are seeking to coordinate our efforts to address the Year 2000 issue
with our affiliated practices, payors and vendors. However, the systems of other
companies on which we rely may not be timely converted. A failure to convert by
another company, or a conversion that is incompatible with our systems, could
have a material adverse effect on us.
There Are Risks Associated with Our Managed Care Contracts. Our success in
our physician practice management operations will depend in part upon our and
our affiliated practices' abilities to negotiate contracts with HMOs, employer
groups and other private third-party payors. We may not be able to enter into
satisfactory arrangements with such payors for reasons beyond our control.
We have negotiated contracts providing a fixed global fee for each episode
of care covering certain musculoskeletal procedures. Certain affiliated
practices also have other capitated fee arrangements that existed prior to their
affiliation with us. We anticipate that our affiliated practices may enter into
additional contracts based on capitated and global fee arrangements. To the
extent that patients or enrollees covered by such arrangements require more
frequent or more extensive care than anticipated, our affiliated practices would
bear the cost. In the worst case, revenue negotiated under these contracts would
be insufficient to cover the costs of the care provided. See "Business -- Payor
Contracting."
Several states have regulations prohibiting physicians from entering into
capitated payment or other risk sharing contracts except through HMOs or
insurance companies. In addition, some states subject physicians and physician
networks to insurance laws and regulations which provide for minimum capital
requirements. We would be adversely affected if practices that contract with us
are unable to enter into capitated fee arrangements. Moreover, the costs of
compliance with insurance laws may be significant. See "Government Regulation
and Supervision -- Insurance Laws."
We may not establish or maintain satisfactory relationships with managed
care and other third-party payors. In addition, we may lose significant revenue
as a result of the termination of third-party payor contracts or otherwise.
We Face Intense Competition. Several companies with established operating
histories and greater resources than ours are pursuing management contracts with
musculoskeletal practices or development and management services arrangements
for ambulatory surgery centers. Because of the depressed level of our stock
price and our limited financial resources, we do not believe that we can
complete any additional
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affiliations with musculoskeletal medical practices on terms beneficial to us.
Moreover, unless we can obtain financing for our ambulatory surgery center
business, we will not be able to compete effectively. In addition, practices
that have contracted with us may not be able to compete effectively in the
markets they serve.
We Depend Upon Our Key Personnel. We are dependent upon the ability and
experience of our executive officers, as well as on our other key personnel. If
we are unable to retain these persons, or if we are unable to find additional
management and other key personnel as required, we could be adversely affected.
We have employment contracts with all but one of our executive officers.
Our Insurance May Be Inadequate to Protect Us From the Costs of Potential
Liability and Legal Proceedings. The provision of medical services by physicians
entails an inherent risk of exposure to professional malpractice claims and
other similar claims. While the practices that contract with us generally
maintain malpractice insurance, any claim asserted against any of those
practices may not be covered by, or may exceed the coverage limits of,
applicable insurance.
We do not engage in the practice of medicine. Nevertheless, we could be
implicated in professional malpractice and similar claims. Although we maintain
insurance, claims asserted against us for professional or other liability may
not be covered by, or may exceed the coverage limits of, our insurance.
The availability and cost of professional liability insurance is beyond our
control. We may not be able to maintain insurance in the future at a cost that
is acceptable. See "Corporate Liability and Insurance."
There are Risks Related to Our Purchase of Our Affiliated Practices'
Receivables. We purchase each of our affiliated practices accounts receivable
each month. The purchase price for such accounts receivable generally equals the
gross amounts of the accounts receivable recorded each month, less:
- adjustments for contractual allowances;
- allowances for doubtful accounts; and
- other potentially uncollectible amounts based on the practice's
historical collection rate, as determined by us.
Actual collections may be less than the amounts we paid for the
receivables, or payment of receivables may not be made on a timely basis.
The Market for Internet Advertising is Uncertain. We expect that
HealthCareReportCards.com will seek to derive a substantial amount of its
revenues from advertising for the foreseeable future, and demand and market
acceptance for internet advertising is uncertain.
There are currently no standards for the measurement of the effectiveness
of internet advertising, and the industry may need to develop standard
measurements to support and promote internet advertising as a significant
advertising medium. If such standards do not develop, existing advertisers may
not continue their levels of internet advertising. Furthermore, advertisers that
have traditionally relied upon other advertising media may be reluctant to
advertise on the internet. Our web site business would be adversely affected if
the market for internet advertising fails to develop or develops more slowly
than expected.
Software programs that limit or prevent advertising from being delivered to
an internet user's computer are available. Widespread adoption of this software
could adversely affect the commercial viability of internet advertising.
We May Be Sued For Information Retrieved from the Web. We may be subjected
to claims for defamation, negligence, copyright or trademark infringement,
personal injury or other legal theories relating to the information we publish
on the HealthCareReportCards.com web site. These types of claims have been
brought, sometimes successfully, against online services as well as other print
publications in the past. We could also be subjected to claims based upon the
content that is accessible from our Web sites through links to other Web site.
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There is Intense Competition for Internet-based Business. The number of web
sites competing for the attention of health care related advertisers has
increased and we expect it to continue to increase. Because
HealthCareReportCards.com is a relatively new business, it must compete with
more established and better financed entities. Moreover, since barriers to entry
are not great, increased competition is likely. This could result in price
reductions and reduced margins, which could adversely affect our web site
business.
The Receipt of Advertising Revenues by Our Web Site is Uncertain. The time
between the date of initial contact with a potential advertiser for the
HealthCareReportCards.com web site and the execution of a contract with the
advertiser is not predictable, and is subject to delays over which we have
little or no control, including:
- customers' budgetary constraints;
- customers' internal acceptance reviews;
- the success and continued internal support of advertisers' own
development efforts; and
- the possibility of cancellation or delay of projects by advertisers.
We may expend substantial funds and management resources and yet not obtain
advertising revenues. Accordingly, our results of operations may be adversely
affected if sales to advertisers are delayed or do not otherwise occur.
We are Dependent on Continued Growth in Use of the Internet. Our web site
business would be adversely affected if internet usage does not continue to
grow. A number of factors may inhibit internet usage, including:
- inadequate network infrastructure;
- inconsistent quality of service; and
- lack of availability of cost-effective, high-speed service.
If internet usage grows, the internet infrastructure may not be able to
support the demands placed on it by this growth and its performance and
reliability may decline. In addition, Web sites have experienced interruptions
in their service as a result of outages and other delays occurring throughout
the internet network infrastructure. If these outages or delays frequently occur
in the future, internet usage, as well as the usage of our Web sites, could grow
more slowly or decline.
We May be Unable to Respond to Rapid Technological Change. The internet is
characterized by rapidly changing technologies, frequent new product and service
introductions and evolving industry standards. If HealthCareReportCards.com is
to be successful, we need to effectively integrate the various software programs
and tools required to enhance and improve our web site. Our future success will
depend on our ability to adapt to rapidly changing technologies by continually
improving the performance features and reliability of our web site. We may
experience difficulties that could delay or prevent the successful development,
introduction or marketing of new services. We could also incur substantial costs
if we need to modify our service or infrastructures to adapt to these changes.
Governmental Regulation and Legal Uncertainties Could Add Additional Costs
to Doing Business on the Internet. There are currently few laws or regulations
that specifically regulate communications or commerce on the internet. However,
laws and regulations may be adopted in the future that address issues such as
user privacy, pricing, and the characteristics and quality of products and
services. Several telecommunications companies have petitioned the Federal
Communications Commission to regulate internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on those companies. This could increase the cost of
transmitting data over the internet. Moreover, it may take years to determine
the extent to which existing laws relating to
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issues such as property ownership, libel and personal privacy are applicable to
the internet. Any new laws or regulations relating to the internet could
adversely affect our business.
Our Systems May Fail or Experience a Slowdown and Our Users Depend on
Others for Access to Our Web Sites. Substantially all of our communications
hardware and some of our other computer hardware operations are located at KDM
Consulting Service's facilities in Aurora, Colorado. Fire, floods, earthquakes,
power loss, telecommunications failures, break-ins and similar events could
damage these systems. Computer viruses, electronic break-ins or other similar
disruptive problems could also adversely affect our web site. Our business could
be adversely affected if our systems were affected by any of these occurrences.
Our insurance policies may not adequately compensate us for any losses that may
occur due to any failures or interruptions in our systems. We do not presently
have any secondary "off-site" systems or a formal disaster recovery plan.
In addition, our users depend on internet service providers, online service
providers and other web site operators for access to our web site. Many of them
have experienced significant outages in the past, and could experience outages,
delays and other difficulties due to system failures unrelated to our systems.
We May Not be Able to Deliver Various Services if Third Parties Fail to
Provide Reliable Software, Systems and Related Services to Us. We are dependent
on various third parties for software, systems and related services. Several of
the third parties that provide software and services to us have a limited
operating history, have relatively immature technology and are themselves
dependent on reliable delivery of services from others. As a result, our ability
to deliver various services to our users may be adversely affected by the
failure of these third parties to provide reliable software, systems and related
services to us.
PROPERTIES
We have a five-year lease for our approximately 12,000 sq. foot
headquarters facility in Lakewood, Colorado, which expires on March 15, 2001. We
have entered into leases for the facilities utilized by our affiliated practices
for annual lease payments of approximately $4.1 million. Several of the leases
involve properties owned by physician owners of our affiliated practices. If we
complete the restructuring transaction, we expect our annual lease payments for
such facilities to decrease to $2.5 million.
LEGAL PROCEEDINGS
The Specialists Litigation
There are two actions currently pending between us and the Specialists
Orthopedic Medical Corporation, one of our affiliated practices, and the
Specialists Surgery Center, a partnership that operates a surgery center
(collectively "the Specialists"), one in Solano County Superior Court, which was
recently stayed by that court ("the state action"), and one in the United States
District Court for the Eastern District of California, which is currently being
litigated (the "federal action").
The state action was filed on November 13, 1998 in the Solano County
Superior Court by the Specialists and four physicians who practice at, and own
an interest in, one or both of the plaintiff entities (the "Specialists
Doctors"), against the Specialists' former administrator; legal, accounting and
consulting advisors to the plaintiffs in connection with the affiliation
transactions (collectively with the administrator, the "Advisors"); entities
affiliated with certain of the Advisors; us; an employee of the Company, and 25
unnamed defendants.
The complaint contains numerous allegations against one or more of the
Advisors, including among others, fraud, misrepresentation, conversion, breach
of fiduciary duty, negligence, professional negligence and legal malpractice.
With respect to us, and our employee, the complaint alleges, among other things,
that we and our employee conspired with the Advisors to induce the Specialists
Doctors to enter into the transactions by which we acquired the practice assets
and entered into the service agreements with Specialists; that we and our
employee misrepresented the terms of the transaction to the Specialists Doctors;
that, in connection with the issuance of our common stock to the Doctors, we and
the other defendants violated California securities law by making material
misstatements or omitting material facts;
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that the service agreements are void; that the required service fees are
unconscionable; and that the service agreements do not represent the true
intention of the parties with regard to the service fees to be charged.
The Specialists Doctors seek a judicial declaration that the service fees
are unenforceable, a reformation of the service agreements to reflect service
fees within the alleged intent of the parties, an accounting of the cash
proceeds from the acquisition transactions, special damages of $2.48 million
(including $300,000 paid to us), compensatory, consequential and punitive
damages, damages for emotional distress, attorney fees and costs.
In addition, co-defendant Ronald Fike, the Specialists' former
administrator, filed a cross-complaint on December 18, 1998, naming as
cross-defendants all co-defendants (including us and our employee), all
plaintiffs and seven new parties. The cross-complaint alleges causes of action
for breach of contract, slander, negligent infliction of emotional distress,
deceit and conspiracy, and indemnity. We and our employee are named as
defendants to the last three causes of action only.
We believe the allegations, as they pertain to us and an employee of the
Company, are without merit and have vigorously contested the action and
cross-complaint. As an initial response, we have filed a Motion to Stay or
Dismiss both the action and the cross-complaint, based upon a forum selection
clause contained in the original acquisition agreement, requiring the
Specialists and Mr. Fike to file any and all actions in Jefferson County,
Colorado. The court granted our Motion on March 12, 1999, and stayed the action
in its entirety, as to all named parties.
In the federal action, filed by us on January 12, 1999 in the United States
District Court for the Eastern District of California against the Specialists
and the Doctors, we are seeking relief for various breaches of contract,
conversion of our assets, and tortious interference with contractual relations.
Additionally, our complaint seeks to recover damages for the Specialists'
wrongful possession and detention of our personal property, and the wrongful
ejectment of us from our leasehold interest in various real properties we have
leased.
Defendants filed a Motion to Stay or dismiss the action, claiming that the
forum selection clause contained in the various agreements at issue mandated
litigation in state, rather than federal, court. The Court granted defendants'
motion on April 8, 1999.
On April 12, 1999, we filed a complaint in Solano County Superior court,
alleging the same causes of action as our previously filed complaint in federal
court. In addition, on April 13, 1999, we filed an Application for a Right to
Attach Order and Writ of Attachment. We seek to attach any and all assets of the
Specialists, and the Doctors, in order to secure the claims in our state
complaint. This matter is set for hearing on April 30, 1999.
TOC Litigation
There are two actions pending between us and TOC Specialists, P.L. ("TOC")
and its physician owners (collectively, the "TOC Doctors"), one in the Circuit
Court of the Second Judicial Circuit in and for Leon County, Florida, which was
recently stayed by that court (the "state action"), and one in the United States
District Court for the Northern District of Florida, Tallahassee Division, which
is currently being litigated (the "federal action").
On November 16, 1998, we filed a complaint in the Circuit Court of the
Second Judicial Circuit in and for Leon County, Florida against TOC, the 15 TOC
doctors, and the State of Florida, Department of Health, Board of Medicine. The
complaint alleges that, in violation of their service agreement with us, TOC and
the TOC Doctors diverted our accounts receivable receipts into an account
controlled by TOC and the TOC Doctors, that TOC and the TOC Doctors failed to
pay our service fees, and that TOC and the TOC Doctors failed to provide the
necessary records to us for us to effectively perform our management functions.
Additionally, the complaint alleges that TOC and the TOC Doctors improperly
attempted to terminate the service agreement, attempted to interfere with our
contractual relations with other affiliated practices, and violated the
confidentiality, noncompetition and restrictive covenant provisions of the
service agreement.
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TOC and the TOC Doctors answered that complaint on December 7, 1998, and
filed a counterclaim against us alleging breach of service agreement, fraud in
the inducement, fraud, negligent misrepresentation, conspiracy to commit fraud,
breach of fiduciary duties, and violations of Florida securities law. The
counterclaim also named Kerry Hicks, our President and Chief Executive Officer
and Patrick Jaeckle, our Executive Vice President -- Corporate Development, as
defendants. The state court action was stayed on January 13, 1999.
On December 1, 1998, while the state court litigation was ongoing, TOC and
10 of the TOC doctors filed a complaint against us in the United States District
Court for the Northern District of Florida, Tallahassee Division. That complaint
also named Kerry Hicks and Patrick Jaeckle as defendants. The complaint alleges
violations of the Securities Exchange Act, breach of contract, fraud, negligent
misrepresentation, and breach of fiduciary duty. These, absent the federal
securities claim, were essentially the same causes of action asserted as a
counterclaim against us by the defendants in the earlier state court litigation.
On January 11, 1999, we filed our answer and counterclaim to the federal
court action. We also named four other TOC doctors as defendants in our
counterclaim. In our answer and counterclaim we denied all wrongdoing, and
asserted claims against TOC and the TOC Doctors for merger agreement
indemnification, breach of contract, breach of good faith and fair dealing,
tortious interference with contractual relations, conversion, and civil theft.
We have, in addition to monetary damages, claimed a right to injunctive
relief to prohibit dissemination of financial information and to further limit
tortious interference with contractual relations, and sought an injunction to
enforce the TOC restrictive covenants. The federal court litigation is ongoing,
and is presently in the discovery phase.
We believe that we have strong legal and factual defenses to these claims
of TOC and the TOC doctors, and intend to vigorously defend the allegations
against us while aggressively pursuing our counterclaims.
3B Litigation
On January 22, 1999, 3B Orthopaedics, P.C. ("3B"), one of our affiliated
practices, Robert E. Booth, Jr., M.D., Arthur Bartolozzi, M.D., and Richard A.
Balderston, M.D., (collectively, the "Plaintiffs") filed a complaint against us
in the United States District Court for the Eastern District of Pennsylvania.
The complaint asserts causes of action under Pennsylvania law for breach of
contract and seeks unspecified compensatory damages and a declaratory judgment
terminating any and all applicable agreements between the parties. In essence,
the plaintiffs claim that we breached our obligations to them under an
unexecuted service agreement, and any other agreement, by failing to provide the
promised management services and that the plaintiffs were damaged when they had
to provide such services themselves. The plaintiffs seek to invalidate
restrictive covenants entered into in favor of us through the lawsuit.
We filed our answer on March 24, 1999, denying all of the material
allegations of the plaintiffs' complaint and asserting affirmative defenses and
various counterclaims. We have asserted counterclaims against all plaintiffs for
breach of contract, unjust enrichment, conversion, and breach of the implied
duty of good faith and fair dealing. We have also asserted a counterclaim solely
against Dr. Booth for breach of fiduciary duty based upon his conduct as a
member of our board of directors from approximately November 1996 through
October 1998. We dispute the plaintiffs' claim that we failed to provide the
promised management services. Among other remedies, we seek to enforce
restrictive covenants entered into by the physician plaintiffs and to recover,
among other things, damages equal to 300% of the physician plaintiffs'
professional services' revenue. We also seek the return of all cash and all of
our common stock, or the proceeds from the sale of our stock, given to the
physician plaintiffs pursuant to the November 12, 1996, merger between the
plaintiffs' former practice, Reconstructive Orthopaedic Associates, P.C. and us.
Prior to the formation of 3B, the defendant physicians practiced with
Reconstructive Orthopaedic Associates, P.C.
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We believe that we have strong legal and factual defenses to plaintiffs'
claims. We intend to vigorously defend against the lawsuit and aggressively
pursue our counterclaims.
MAOS Litigation
On January 4, 1999, Mid-Atlantic Orthopaedic Specialists, P.C. ("MAOS"),
one of our affiliated practices, gave us notice that they intended to terminate
the service agreement between us and the practice based on our material default
in the performance of our duties and obligations imposed upon us by the service
agreement. Under the terms of the service agreement, in the event that an
affiliated practice asserts a material default under the service agreement, we
have sixty days in which to cure any such default. In our response letter to the
practice, we informed the practice that we did not believe that we were in
material default under the service agreement and that in any event the practice
had failed to give us adequate notice of a material default in order to give us
a reasonable opportunity to cure any specific default within the sixty-day
period provided for in the service agreement. After reviewing this matter in
detail, we continue to believe that we are not in material default under the
terms of our service agreement with MAOS.
On May 7, 1999, we filed a declaratory judgment action in the U.S. District
Court for the District of Colorado against MAOS, seeking a determination and
adjudication of the rights and liabilities of the parties under the merger
agreement and service agreement. We have also sought a declaration confirming
that we have not materially breached the service agreement and that MAOS is not
entitled to terminate that agreement. The complaint may be amended to assert
additional causes of action against MAOS.
Associated Orthopaedics & Sports Medicine, P.A. Default Notice
On March 18, 1999, Associated Orthopaedics & Sports Medicine, P.A., one of
our affiliated practices, gave us notice of default under the terms of the
service agreement between us and the medical practice. Under the terms of the
service agreement between us and Associated Orthopaedics & Sports Medicine,
P.A., we have thirty days to cure any material default under the service
agreement. After reviewing the letter dated March 18, 1999 and the items of
default specified therein, and our operations with respect to this practice, we
do not believe that we are in material default under the terms of the service
agreement. We have notified the practice that we do not believe that we are in
material default under the terms of the service agreement, that with respect to
the matters set forth in their letter of March 18, 1999, we will continue to
work with the practice to resolve any outstanding issues, and that in any event
should the practice terminate the service agreement we will pursue any and all
legal remedies available to us, including aggressive litigation in federal and
state courts.
Vanderbilt University Default Notice
On March 19, 1999, we received a default notice from Vanderbilt University,
with respect to a management services agreement we entered into with Vanderbilt
University to provide certain limited management services to their orthopaedics
department. Under the terms of the management services agreement, we have sixty
days to cure any material default. We have reviewed the provisions of the
default notice, and are undertaking steps to determine if any such defaults have
in fact occurred, whether they are material, and what steps, if any, we need to
take in order to cure any material defaults. In addition, on March 19, 1999, we
received notice from Vanderbilt University that they would not renew the
management services agreement upon its stated termination date of June 30, 1999.
Orlin & Cohen Orthopaedic Associates, LLP Default Notice
On May 7, 1999, Orlin & Cohen Orthopaedic Associates, LLP ("OCOA"), one of
the practices that revised its management services agreement with us in December
1998 and, as a result, is subject to a management services agreement dated
January 1, 1999, gave us notice asserting that we are in material default under
the management services agreement and that, as the result thereof, they are
excused from further performance thereunder and are immediately ceasing
performance of their obligations under the
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management services agreement including paying the management service fee.
Additionally, in the notice OCOA demanded return of all management service fees
paid to us since January 1, 1999. We do not believe that we are in default under
the management services agreement, and that in any event OCOA is not entitled to
terminate the management services agreement and cease performance thereunder. We
intend to pursue any and all legal remedies available to us, including
aggressive litigation in either Federal or State Court.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES:
Report of Independent Auditors............................ 76
Consolidated Balance Sheets............................... 77
Consolidated Statements of Operations..................... 78
Consolidated Statements of Stockholders' Equity........... 79
Consolidated Statements of Cash Flows..................... 80
Notes to Consolidated Financial Statements................ 82
</TABLE>
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REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Specialty Care Network, Inc.
We have audited the accompanying consolidated balance sheets of Specialty
Care Network, Inc. and subsidiaries (collectively the "Company") as of December
31, 1998 and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Specialty Care
Network, Inc. and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully
described in Note 2, the Company has incurred a significant operating loss
related to the restructuring and impairment of its affiliated physician practice
arrangements, has a working capital deficit and is in technical violation of
certain financial covenants in its bank credit facility. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of these uncertainties.
/s/ ERNST & YOUNG LLP
------------------------------------
Ernst & Young LLP
Denver, Colorado
March 26, 1999
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SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash and cash equivalents................................... $ 1,418,201 $ 3,444,517
Accounts receivable, net.................................... 22,281,471 25,957,367
Due from affiliated practices in litigation, net............ 4,747,940 --
Receivables from sales of affiliated practices assets and
execution of new service agreements....................... 7,953,068 --
Loans to physician stockholders............................. 521,355 914,737
Prepaid expenses, inventories and other..................... 1,500,382 796,903
Prepaid and recoverable income taxes........................ 4,258,102 --
------------ ------------
Total current assets.............................. 42,680,519 31,113,524
Property and equipment, net................................. 11,050,365 5,276,219
Intangible assets, net of accumulated amortization of
$64,241 and $189,485 in 1998 and 1997, respectively....... 134,319 1,137,808
Management service agreements, net of accumulated
amortization of $4,350,647 and $1,210,391 in 1998 and
1997, respectively........................................ 13,153,048 100,732,431
Advances to affiliates and other............................ 944,520 922,022
Other assets................................................ 2,216,507 1,119,646
------------ ------------
Total assets...................................... $ 70,179,278 $140,301,650
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of capital lease obligations................ $ 244,446 $ 263,007
Accounts payable............................................ 785,649 701,087
Accrued payroll, incentive compensation and related
expenses.................................................. 2,453,653 2,014,573
Accrued expenses............................................ 2,730,069 1,507,382
Line-of-credit.............................................. 52,925,000 --
Income taxes payable........................................ -- 944,632
Due to affiliated practices................................. 3,326,014 2,885,602
Deferred income taxes....................................... 1,083,178 872,855
Convertible debentures...................................... 589,615 --
------------ ------------
Total current liabilities......................... 64,137,624 9,189,138
Line-of-credit.............................................. -- 33,000,000
Capital lease obligations, less current portion............. 680,152 885,141
Deferred income taxes....................................... -- 32,115,476
------------ ------------
Total liabilities................................. 64,817,776 75,189,755
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 2,000,000 shares
authorized, no shares issued or outstanding............ -- --
Common stock, $0.001 par value, 50,000,000 shares
authorized, and 18,618,873 and 17,703,293 shares issued
and outstanding in 1998 and 1997, respectively......... 18,619 17,703
Additional paid-in capital................................ 66,993,627 60,995,177
(Accumulated deficit) retained earnings................... (57,687,071) 4,099,015
Treasury stock............................................ (3,963,673) --
------------ ------------
Total stockholders' equity........................ 5,361,502 65,111,895
============ ============
Total liabilities and stockholders' equity........ $ 70,179,278 $140,301,650
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
77
<PAGE> 83
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Revenue:
Service fees....................................... $ 76,649,778 $45,966,531 $ 4,392,050
Other.............................................. 2,531,524 3,689,390 --
------------ ----------- -----------
79,181,302 49,655,921 4,392,050
------------ ----------- -----------
Costs and expenses:
Clinic expenses.................................... 55,188,411 31,644,618 2,820,743
General and administrative......................... 14,468,537 7,861,015 3,770,263
Impairment loss on service agreements.............. 94,582,227 -- --
Litigation and other costs......................... 3,564,392 -- --
Impairment loss on intangible assets and other
long-lived assets............................... 3,316,651 -- --
------------ ----------- -----------
171,120,218 39,505,633 6,591,006
------------ ----------- -----------
(Loss) income from operations........................ (91,938,916) 10,150,288 (2,198,956)
Other:
Gain on sale of equity investment.................. 1,240,078 -- --
Interest income.................................... 187,450 536,180 11,870
Interest expense................................... (3,741,089) (942,144) (90,368)
------------ ----------- -----------
(Loss) income before income taxes.................... (94,252,477) 9,744,324 (2,277,454)
Income tax benefit (expense)......................... 32,466,391 (3,873,926) 506,071
============ =========== ===========
Net (loss) income.......................... $(61,786,086) $ 5,870,398 $(1,771,383)
============ =========== ===========
Net (loss) income per common share (basic)........... $ (3.39) $ 0.38 $ (0.16)
============ =========== ===========
Weighted average number of common shares used in
computation (basic)................................ 18,237,827 15,559,368 11,422,387
============ =========== ===========
Net (loss) income per common share (diluted)......... $ (3.39) $ 0.37 $ (0.14)
============ =========== ===========
Weighted average number of common shares and common
share equivalents used in computation (diluted).... 18,237,827 16,071,153 12,454,477
============ =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
78
<PAGE> 84
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK (ACCUMULATED
$0.001 PAR VALUE ADDITIONAL DEFICIT)
-------------------- PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK TOTAL
---------- ------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balances at January 1, 1996...... 1,690,000 $ 1,690 $ -- $ -- $ -- $ 1,690
Purchase and retirement of
common stock in connection
with a severance agreement... (425,000) (425) -- -- -- (425)
Shares issued to one of the
affiliated practices......... 100,000 100 299,900 -- -- 300,000
Convertible debt and accrued
interest thereon converted to
common shares................ 2,020,900 2,021 2,220,018 -- -- 2,222,039
Shares issued in connection
with the acquisitions of net
assets of affiliated
practices.................... 7,659,115 7,659 5,483,159 -- -- 5,490,818
Dividends paid to physician
owners as promoters.......... -- -- (1,537,872) -- -- (1,537,872)
Net loss....................... -- -- -- (1,771,383) -- (1,771,383)
---------- ------- ----------- ------------ ----------- ------------
Balances at December 31, 1996.... 11,045,015 11,045 6,465,205 (1,771,383) -- 4,704,867
Shares issued in connection
with an initial public
offering of common stock,
including the underwriters'
overallotment................ 3,208,338 3,208 22,188,283 -- -- 22,191,491
Shares and other equity
instruments issued in
connection with the
acquisitions of net assets of
affiliated practices......... 3,222,891 3,223 31,147,368 -- -- 31,150,591
Exercise of employee stock
options...................... 227,049 227 265,160 -- -- 265,387
Tax benefit related to employee
stock options................ -- -- 717,140 -- -- 717,140
Non-cash compensation expense
related to employee stock
options...................... -- -- 212,021 -- -- 212,021
Net income..................... -- -- -- 5,870,398 -- 5,870,398
---------- ------- ----------- ------------ ----------- ------------
Balances at December 31, 1997.... 17,703,293 17,703 60,995,177 4,099,015 -- 65,111,895
Shares and other equity
instruments issued in
connection with the
acquisitions of net assets of
affiliated practices and
Provider Partnerships,
Inc.......................... 879,480 880 5,561,101 -- -- 5,561,981
Exercise of employee stock
options...................... 36,100 36 231,314 -- -- 231,350
2,237,644 shares acquired as
treasury stock............... -- -- -- -- (3,963,673) (3,963,673)
Tax benefit related to employee
stock options................ -- -- 86,863 -- -- 86,863
Non-cash compensation expense
related to employee stock
options...................... -- -- 119,172 -- -- 119,172
Net loss....................... -- -- -- (61,786,086) -- (61,786,086)
---------- ------- ----------- ------------ ----------- ------------
Balances at December 31, 1998.... 18,618,873 $18,619 $66,993,627 $(57,687,071) $(3,963,673) $ 5,361,502
========== ======= =========== ============ =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
79
<PAGE> 85
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income................................... $(61,786,086) $ 5,870,398 $(1,771,383)
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Non-cash compensation expense related to employee
stock options.................................. 119,172 212,021 --
Depreciation expense.............................. 2,227,101 965,492 136,216
Amortization expense.............................. 4,374,607 1,377,746 22,130
Gain on sale of equity investment................. (1,240,078) -- --
Impairment loss on service agreements, non-cash... 94,582,227 -- --
Impairment loss on intangible assets and other
long-lived assets, non-cash.................... 3,316,651 -- --
Litigation and other costs, non-cash.............. 3,431,734 -- --
Interest on convertible debentures................ -- -- 52,039
Deferred income tax benefit....................... (31,520,026) (1,279,497) (1,735,346)
Changes in operating assets and liabilities, net
of the effects of the non-cash acquisitions of
net assets of affiliated physician practices
and Provider Partnerships, Inc., and sale of
assets and execution of new service agreements:
Accounts receivable, net....................... (9,092,730) (9,313,152) (2,066,190)
Prepaid expenses and other assets.............. (1,265,926) (1,572,849) (204,911)
Prepaid and recoverable income taxes........... (4,170,177) -- --
Accounts payable............................... 223,450 (88,566) 49,764
Accrued payroll, incentive compensation and
related expenses............................. 735,390 876,369 982,982
Accrued expenses............................... 1,196,577 (1,083,330) 850,035
Income taxes payable........................... (944,632) 432,497 1,229,275
Due to affiliated physician practices, net..... 734,676 1,798,545 1,087,057
------------ ------------ -----------
Net cash provided by (used in) operating
activities.............................. 921,930 (1,804,326) (1,368,332)
INVESTING ACTIVITIES
Purchases of property and equipment................. (9,141,785) (1,568,795) (354,595)
Proceeds from the sale of equity investment......... 1,075,000 -- --
Repayments of advances to affiliates and notes
receivable........................................ 1,022,621 -- --
Increases in intangible assets...................... (116,048) (1,111,257) (186,452)
Equity investment and related advances.............. (1,753,742) (922,022) --
Acquisitions of physician practices and Provider
Partnerships, Inc., net of cash acquired.......... (12,636,948) (44,452,105) --
------------ ------------ -----------
Net cash used in investing activities..... (21,550,902) (48,054,179) (541,047)
</TABLE>
80
<PAGE> 86
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS -- (CONTINUED)
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ -----------
<S> <C> <C> <C>
FINANCING ACTIVITIES
Proceeds from initial public offering, net of period
offering costs.................................... $ -- $ 22,939,338 $ --
Proceeds from line-of-credit agreement.............. 20,325,000 35,500,000 4,177,681
Proceeds from convertible debentures................ -- -- 2,170,000
Principal repayments on line-of-credit agreement.... (400,000) (6,677,681) --
Principal repayments on capital lease obligations... (221,757) (229,711) (33,422)
Retirement of common stock.......................... -- -- (425)
Purchases of treasury stock......................... (921,491) -- --
Capital contribution from one physician practice.... -- -- 300,000
Prepaid offering costs.............................. -- -- (747,847)
Dividends paid to promoters......................... -- -- (1,537,872)
Exercise of employee stock options.................. 231,350 265,387 --
Advances from officers and stockholders............. -- -- (9,410)
Principal payments from loans to physician
stockholders...................................... 78,427 1,026,419 --
Loans to physician stockholders..................... (488,873) (964,737) (976,419)
------------ ------------ -----------
Net cash provided by financing
activities.............................. 18,602,656 51,859,015 3,342,286
------------ ------------ -----------
Net (decrease) increase in cash and cash
equivalents....................................... (2,026,316) 2,000,510 1,432,907
Cash and cash equivalents at beginning of period.... 3,444,517 1,444,007 11,100
============ ============ ===========
Cash and cash equivalents at end of period.......... $ 1,418,201 $ 3,444,517 $ 1,444,007
============ ============ ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid....................................... $ 3,509,592 $ 910,000 $ 38,329
============ ============ ===========
Income taxes paid................................... $ 4,169,506 $ 4,720,926 $ --
============ ============ ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES
Effects of the acquisitions of net assets of
affiliated physician practices:
Assets acquired................................ $ 23,196,873 $110,952,707 $10,761,466
Liabilities assumed............................ (294,042) (2,429,726) (2,187,759)
Income tax liabilities assumed................. -- (32,920,285) (3,082,889)
Convertible note payable issued................ (6,044,054) -- --
Less: Cash paid for acquisitions............... (12,400,360) (44,452,105) --
------------ ------------ -----------
$ 4,458,417 $ 31,150,591 $ 5,490,818
============ ============ ===========
Realized loss on four affiliated practice
restructurings in 1998:
Assets disposed of............................. $ 29,909,279 $ -- $ --
Liabilities transferred........................ (1,361,040) -- --
Convertible debentures payable forgiven........ (5,454,439) -- --
Treasury stock acquired........................ (2,656,199) -- --
Less: Receivable from affiliated practices..... (7,953,068) -- --
------------ ------------ -----------
Pretax impairment loss on four restructurings
closed in 1998................................. $ 12,484,533 $ -- $ --
============ ============ ===========
Conversion of convertible debentures and accrued
interest thereon into common stock................ $ -- $ -- $ 2,222,039
============ ============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
81
<PAGE> 87
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. DESCRIPTION OF BUSINESS
Specialty Care Network, Inc. and subsidiaries (collectively the "Company")
is a health care management services company that provides practice management
services to physicians. Commencing on November 12, 1996, the Company began
providing comprehensive management services under long-term management service
agreements with five physician practices in various states.
The Company provides practice management services to physicians in
practices that focus on musculoskeletal care. Healthcare Report Cards, Inc.,
("HRCI") was formed in September 1998 as a wholly-owned subsidiary of the
Company. In November 1998, HRCI launched an Internet web site,
HealthcareReportCards.com(TM), that rates the quality of outcomes at various
hospitals for several medical procedures. In addition, in December 1998,
Ambulatory Services, Inc., ("ASI") was formed as a wholly-owned subsidiary of
the Company. ASI was formed to engage in the development and management of
freestanding and in-office ambulatory surgery centers.
The Company's wholly-owned subsidiary, Provider Partnerships, Inc. ("PPI"),
provides consulting services to hospitals to increase their operating
performance, with a specific focus on the cardiac area. However, the Company is
currently involved in a dispute with the principals of PPI. Management of the
Company is exploring alternatives to terminate its relationship with PPI. (See
Note 12 for further discussion regarding the Company's acquisition of PPI and
Note 2 for discussion of the dispute with the principals of PPI.)
2. BASIS OF PRESENTATION AND RESTRUCTURING
For the year ended December 31, 1998, the Company incurred a loss from
operations of approximately $91.9 million due primarily to an impairment charge
related to its management service agreements, as more fully described below.
Additionally, as of December 31, 1998, the Company had a working capital deficit
of approximately $21.5 million and was not in compliance with certain of the
financial ratio covenants required by the Company's Credit Facility. As a result
of the non-compliance with certain financial ratio covenants, the Company is in
default under the terms of the Credit Facility. In the event of default, the
terms of the Credit Facility provide that the bank syndicate can immediately
terminate its obligation to make further advances under the respective
commitments and/or declare the Company's outstanding debt under the Credit
Facility to be immediately due and payable. Accordingly, the total amount
outstanding under the Credit Facility of approximately $52.9 million has been
included in the Company's Consolidated Balance Sheet as a current liability at
December 31, 1998. The bank syndicate notified the Company in December 1998 that
it was suspending any further advances under the Credit Facility. The Company is
currently negotiating with the bank syndicate to revise the financial ratio
covenants to bring the Company into compliance for the remaining term of the
Credit Facility. (See Note 6 for further discussion of the Company's Credit
Facility).
The issues described above raise substantial doubt about the Company's
ability to continue as a going concern. Management of the Company intends to
address these issues through a restructuring transaction involving ten of its
affiliated practices, which is intended to substantially reduce the Company's
outstanding debt and allow management to pursue the development of HRCI's health
care rating internet site and pursue the development of ambulatory surgery
centers through the Company's wholly-owned subsidiary, ASI. The proposed
restructuring transaction, which is subject to approval by the Company's
stockholders as well as the bank syndicate, is more fully described below. The
accompanying consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that might result from
the outcome of these uncertainties.
82
<PAGE> 88
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
RESTRUCTURING
In March 1999, the Company entered into restructuring agreements with ten
of its affiliated practices. The agreements:
- Provide for the repurchase by affiliated physicians or affiliated
practices of practice assets and for new management service arrangements
in exchange for cash and/or common stock;
- Limit management services provided to the affiliated practices by the
Company under its management services arrangements;
- Reduce the term of the Company's service agreements with the affiliated
practices; and
- Lower service fees paid to the Company by the affiliated practices.
The purchase price paid to the Company will consist of payments for the
book value of the assets to be purchased by the practices, less the practice
liabilities as of the closing date of the transaction and payments for the
execution of a new management services agreement to replace the existing service
agreement. If the restructuring transaction is consummated, the Company expects
to reacquire 3,786,957 shares of its common stock and have the ability to reduce
its outstanding indebtedness by approximately $17.6 million including $0.6
million through cancellation of an outstanding convertible debenture. (See Note
11, Physician Practice Net Asset Acquisitions and Service Agreements, New
Management Service Agreement Discussion, for further discussion of the new
management service agreements).
Modification of Arrangements With Four Practices
Near the end of 1998, the Company entered into transactions with four of
its affiliated practices. In these transactions, the Company sold to each of the
practices accounts receivable, fixed assets and certain other assets relating to
the respective practices and replaced the original service agreements with new
agreements. Under the new agreements, which terminate at certain dates between
November 2001 and March 2003, the Company provides substantially reduced
services to the practices, and the practices pay significantly reduced service
fees. These transactions were closed effective December 31, 1998. As a result of
the completion of these four transactions, the Company reacquired 2,124,959
shares of its common stock and reduced its outstanding indebtedness at December
31, 1998 by approximately $5.5 million through the cancellation of a convertible
note with one of the affiliated practices. Additionally, in 1999, the Company
used additional proceeds from these four transactions to reduce the amount
outstanding under its Credit Facility by approximately $8.5 million.
IMPAIRMENT LOSSES, LITIGATION AND OTHER COSTS
Impairment Loss on Management Service Agreements
In light of the pending restructuring transaction, as well as numerous
other factors in the physician practice management industry in general, during
the fourth quarter of 1998, management of the Company undertook an evaluation of
the carrying amount of its management service agreements pursuant to the
provisions of Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of. As a result of this evaluation, the Company recorded an impairment loss on
its management service agreements of approximately $94.6 million in December
1998. This impairment loss consisted of approximately $12.5 million related to
the management service agreements on the four transactions which closed
effective December 31, 1998, approximately $53.6 million related to the
management service agreements for practices which have entered into
restructuring agreements pending stockholder and bank syndicate approval,
approximately
83
<PAGE> 89
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$9.0 million related to the management service agreements for practices which
are currently involved in litigation with the Company and approximately $19.5
million related to the management service agreements for practices which are
maintaining their long-term agreements with the Company. (See Note 13 for
further discussion of legal proceedings involving the Company's Affiliated
Practices).
Litigation And Other Costs
The Company is currently involved in disputes with TOC Specialists, P.L.,
The Specialists Orthopaedic Medical Corporation and 3B Orthopaedics, P.C., which
are affiliated practices of the Company. (See Note 13 for further discussion
related to these legal proceedings). As a result of these disputes, the Company
has recorded a charge of approximately $2.7 million to reserve for service fees
recorded for these practices, which to date have not been paid. In addition, as
of December 31, 1998, the Company had incurred approximately $0.2 million in
legal fees directly related to these disputes.
In connection with the proposed restructuring transaction described above,
the Company has also incurred expenses of approximately $0.7 million for
financial advisors and legal consultation.
Impairment loss on Intangible Assets And Other Long-Lived Assets
The Company is engaged in negotiations to resolve certain issues raised by
the former stockholders of Provider Partnerships, Inc. ("PPI"), a corporation
acquired by the Company in August 1998. PPI is a company engaged in providing
consulting services to hospitals, and it also provided certain assets that were
developed by the Company into its HealthCareReportCards.com web site. It is
currently contemplated by the Company that an arrangement will be reached with
the PPI stockholders that will involve, among other things, the following:
- The formation of a new company that will own the
HealthCareReportCards.com web site and one or more additional health care
rating web sites. The new company will be a majority owned subsidiary of
the Company, and the former PPI shareholders will have a minority
shareholder interest in the company;
- The former PPI stockholders will return the 420,000 shares of Company
common stock that they received in connection with the Company's
acquisition of PPI;
- The Company will return most of the assets of PPI to the former PPI
stockholders; and
- The PPI stockholders will become majority shareholders of the new company
if the Company does not obtain $4 million in financing for the new
company by December 31, 1999.
Because of this dispute, the Company recorded an impairment loss in
December 1998 of approximately $1.2 million on the intangible asset created with
the acquisition of PPI.
Additionally, as a result of the proposed restructuring transaction,
management of the Company performed a review of the carrying amount of its other
long-lived assets, which resulted in an impairment loss of approximately $2.1
million during the fourth quarter of 1998.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include Specialty Care Network, Inc.
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. The Company uses the equity
method of accounting to account for investments in entities in which it exhibits
significant influence, but not control, and does not have an ownership interest
in excess of 50%.
84
<PAGE> 90
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
PRINCIPLES OF ACQUISITION ACCOUNTING AND CHANGE IN ACCOUNTING ESTIMATE
The accompanying financial statements give effect to the acquisitions of
substantially all of the assets of five physician practices on November 12,
1996, through an asset purchases, a share exchange and mergers, at their
historical cost basis in accordance with the accounting treatment prescribed by
Securities and Exchange Commission Staff Accounting Bulletin No. 48, Transfers
of Nonmonetary Assets by Promoters or Shareholders. In connection with all
subsequent affiliations with physician practices, a substantial portion of the
consideration paid to the physician owners of the practice is restricted
securities and cash, and is allocated to the management service agreement (the
"Service Agreements"). Hereinafter, all physician practices that have affiliated
with the Company, including the initial five physician practices, are referred
to collectively as the "Affiliated Practices." The Company also recognizes the
income tax effects of temporary differences related to all identifiable
acquisition intangible assets, including the Service Agreements.
Beginning June 1, 1998, the Company reduced the amortizable lives of its
long-term management service agreements to a range of 5 to 30 years by assigning
specific lives to each management service agreement based on factors such as
practice market share, length of operating history and other factors.
Previously, the Company amortized such service agreements over the term of the
underlying agreements, which is generally forty years. This action was taken in
response to viewpoints expressed by the Securities and Exchange Commission
regarding the amortization periods used by the physician practice management
industry. The change in accounting estimate resulted in additional amortization
expense of approximately $870,000 for the period June 1, 1998 through December
31, 1998, or $0.03 per common share for the year ended December 31, 1998 after
consideration of the related income tax effect.
In addition, as a result of the Company's evaluation of the carrying amount
of its management service agreements (as more fully described in Note 2),
effective January 1, 1999, the Company reduced the estimated useful lives of its
management service agreements to lives ranging from 3 to 5 years.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
footnotes. Although these estimates are based on management's knowledge of
current events and actions they may undertake in the future, actual results
could differ from those estimates.
REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE
Service fee revenue is recognized based upon the contractual arrangements
of the underlying long-term Service Agreements between the Company and the
Affiliated Practices. The five largest Affiliated Practices represent 48%, 39%,
and 100%, of total management service fee revenue for the years ended December
31, 1998, 1997 and 1996, respectively. See Note 11 for further discussion of
such contractual arrangements, including certain guaranteed minimum management
fees.
Other revenue consists primarily of business evaluation fees, recoveries of
bad debts and other miscellaneous income. Accounts receivable represents amounts
due from patients and other independent third parties for medical services
provided by the Affiliated Practices and management fee revenue earned by the
Company. Under the Service Agreements, each Affiliated Practice agrees to sell
and assign to the Company, and the Company agrees to buy, all of the Affiliated
Practices' accounts receivable each month during the existence of the Service
Agreement. The purchase price for such accounts receivable generally equals the
gross amounts of the accounts receivable each month less adjustments for
contractual allowances, allowances for doubtful accounts and other potentially
uncollectible amounts based on the Affiliated Practice's historical collection
rate, as determined by the Company. However, the Company and
85
<PAGE> 91
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
certain of the Affiliated Practices are currently making periodic adjustments so
that amounts paid by the Company for the accounts receivable are adjusted
upwards or downwards based on the Company's actual collection experience. The
Company generally bears the collection risk with respect to accounts receivable
acquired in connection with an affiliation transaction.
EARNINGS PER SHARE
In 1997, Statement of Financial Accounting Standards No. 128 ("SFAS No.
128"), Earnings Per Share, was issued. SFAS No. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to fully diluted earnings per share under the
previous method of reporting earnings per share. All earnings per share amounts
for all periods have been presented in conformity with SFAS No. 128
requirements.
FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments as reported in the
accompanying balance sheets approximate their fair value primarily due to the
short-term and/or variable-rate nature of such financial instruments.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, including assets acquired from
the Affiliated Practices. Equipment held under capital leases is stated at the
present value of minimum lease payments at inception of the related lease. Costs
of repairs and maintenance are expensed as incurred. Depreciation is computed
using the straight-line method over the estimated useful lives of the underlying
assets. Amortization of capital lease assets and leasehold improvements are
computed using the straight-line method over the shorter of the lease term or
the estimated useful lives of the underlying assets. The estimated useful lives
used are as follows:
<TABLE>
<S> <C>
Computer equipment and software............................. 3-5 years
Furniture and fixtures...................................... 5-7 years
Leasehold improvements...................................... 5 years
</TABLE>
INTANGIBLE ASSETS
Intangible assets, which are stated at cost, primarily consist of deferred
debt issuance costs of $1,297,709 at December 31, 1997, that were being
amortized on a straight-line basis over a three-year period. In connection with
the circumstances described in Note 6, the Company recognized an impairment loss
related to its debt issuance costs in the fourth quarter of 1998 for the
unamortized balance remaining at December 31, 1998.
Pursuant to the provisions of Statement of Financial Accounting Standards
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, the carrying value of long-lived assets, including
management service agreements and goodwill, is reviewed quarterly to determine
if any impairment indicators are present. If it is determined that such
indicators are present and the review indicates that the assets will not be
recoverable, based on undiscounted estimated cash flows over the remaining
amortization and depreciation period, the carrying value of such assets are
reduced to estimated fair market value. Impairment indicators include, among
other conditions, cash flow deficits; an historic or anticipated decline in
revenue or operating profit; adverse legal, regulatory or reimbursement
86
<PAGE> 92
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
developments; accumulation of costs significantly in excess of amounts
originally expected to acquire the asset; or a material decrease in the fair
market value of some or all of the assets.
The Company reviews its long-lived assets separately for each physician
practice because the cash flows and operations of each individual physician
practice are largely independent of each other and of other aspects of the
Company's business. Intangible and other long-lived assets are allocated to each
physician practice based on the specific identification methodology. During the
years ended December 31, 1997 and 1996, no impairment charges were recognized by
the Company. However, during the fourth quarter of 1998, based on the
circumstances described in Note 2, the Company recorded impairment losses of
approximately $94.6 million on its service agreements, $1.2 million on the
intangible asset created with the acquisition of PPI and $2.1 million on its
other long-lived assets, including deferred debt issuance costs.
The evaluation of the recoverability of long-lived assets, including
management service agreements and goodwill, is significantly affected by
estimates of future cash flows from each of the Company's market areas and
individual physician practices. If future estimates of cash flows from
operations decrease, the Company may be required to further write down its
long-lived assets. Any such write-down could have a material adverse effect on
the Company's financial position and results of operations.
STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation arrangements under
the provisions of Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees ("APB No. 25"). In 1995, Financial Accounting
Standards Board Statement No. 123, Accounting for Stock-Based Compensation
("SFAS No. 123"), was issued, whereby companies may elect to account for stock-
based compensation using a fair value based method or continue measuring
compensation expense using the intrinsic value method prescribed in APB No. 25.
SFAS No. 123 requires that companies electing to continue to use the intrinsic
value method make pro forma disclosure of net income and net income per share as
if the fair value based method of accounting had been applied.
ESTIMATED MALPRACTICE PROFESSIONAL LIABILITY CLAIMS
The Company and its affiliated physician practices are insured with respect
to medical malpractice risks on either an occurrence-rate or a claims-made
basis. Management is not aware of any claims against it or its affiliated
physician practices which might have a material impact on the Company's
financial position or results of operations.
REPORTING COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130 ("SFAS No. 130"),
Reporting Comprehensive Income, was issued in June 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components (e.g., revenue, expenses, gains, losses, etc.) in a full set of
general purpose financial statements. This new accounting pronouncement requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. SFAS No. 130 was effective for the Company's year ended December 31,
1998; however, as the Company currently has no comprehensive income items, there
was no impact on the Company's financial statement presentation. If the Company
has items of comprehensive income in future periods, these items will be
reported and displayed in accordance with SFAS No. 130.
87
<PAGE> 93
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OPERATING SEGMENTS
During 1998, the Company adopted Statement of Financial Accounting Standard
No. 131, Disclosures About Segments of an Enterprise and Related Information,
("SFAS No. 131") which requires reporting of summarized financial results for
operating segments and establishes standards for related disclosures about
products and services, geographic areas and major customers. The Company
evaluates performance based on three different operating segments: physician
practice management, internet services, and the development and management of
ambulatory service centers. For 1998, 1997 and 1996, physician practice
management was the only significant operating segment.
FUTURE ACCOUNTING PRONOUNCEMENTS
Accounting For Derivative Instruments And Hedging Activities
In June 1998, Statement of Financial Accounting Standard No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133")
was issued. SFAS No. 133 requires the recording all derivative instruments as
assets or liabilities, measured at fair value. SFAS No. 133 is effective for
fiscal years beginning after June 15, 1999 and, therefore, the Company will
adopt the new requirement effective January 1, 2000. Management has not
completed its review of SFAS No. 133 and has not yet determined the impact on
its financial position or results of operations.
Reporting the Costs of Start-up Activities
In April 1998, the AICPA issued SOP 98-5, Reporting the Costs of Start-up
Activities. The SOP is effective beginning on January 1, 1999, and requires that
start-up costs capitalized prior to January 1, 1999 be written-off and any
future start-up costs be expensed as incurred. The Company estimates the impact
of adopting this SOP will not result in a material reduction of 1999 earnings as
there were no start-up costs capitalized as of December 31, 1998.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1997 financial statements
to conform with the 1998 presentation.
4. ACCOUNTS RECEIVABLE AND MANAGEMENT FEE REVENUE
Accounts receivable consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Gross patient accounts receivable purchased from the
affiliated physician practices........................... $41,779,935 $48,922,686
Less allowance for contractual adjustments and doubtful
accounts................................................. 22,161,082 26,225,860
----------- -----------
19,618,853 22,696,826
Management fees, including reimbursement of clinic
expenses................................................. 2,501,628 3,260,541
Other receivables.......................................... 160,990 --
----------- -----------
$22,281,471 $25,957,367
=========== ===========
</TABLE>
Management fee revenue, exclusive of reimbursed clinic expenses, was
approximately $21.5 million, $14.3 million and $1.6 million for the years ended
December 31, 1998, 1997 and 1996, respectively. One of the Affiliated Practices
exceeded 20% of the 1997 and 1996 totals.
88
<PAGE> 94
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
An integral component of the computation of management fees earned by the
Company is net patient revenue of the Affiliated Practices. The Affiliated
Practices recognize net patient revenue for medical services at established
rates reduced by allowances for contractual adjustments and doubtful accounts.
Contractual adjustments arise due to the terms of certain reimbursement and
managed care contracts. Such adjustments represent the difference between
charges at established rates and estimated recoverable amounts and are
recognized by the Affiliated Practices in the period the services are rendered.
Any differences between estimated contractual adjustments and actual final
settlements under reimbursement and managed care contracts are reported as
contractual adjustments in the year the final settlements are made. Net patient
revenue is not recognized as revenue in the accompanying financial statements.
The Company's Affiliated Practices derived approximately 19.4%, 21.9% and
22.6% of their net revenue from services provided under the Medicare program for
the years ended December 31, 1998, 1997 and 1996, respectively. Laws and
regulations governing the Medicare program are complex and subject to
interpretation. The Company believes that the Affiliated Practices are in
compliance, in all material respects, with all applicable laws and regulations
and is not aware of any pending or threatened investigations involving
allegations of potential wrongdoing. Such laws and regulations can be subject to
future government review and interpretation. Violation of such laws could result
in significant regulatory action including fines, penalties and exclusion from
the Medicare program. Other than the Medicare program, no single payor provided
more than 10% of aggregate net clinic revenue or 5% of accounts receivable as of
and for the years ended December 31, 1998, 1997 and 1996. Accordingly,
concentration of credit risk related to patient accounts receivable is limited
by the diversity and number of providers, patients and payors.
Receivables from Affiliated Practices in litigation represent amounts due
from three Affiliated Practices with which the Company is currently involved in
disputes. See Note 13 for further discussion of legal proceedings involving the
Company's Affiliated Practices. At December 31, 1998, gross accounts receivable
for these practices were $12,145,102, net of an allowance for contractual
adjustments and doubtful accounts of $7,397,144. Gross accounts receivable
include patient accounts receivable purchased from the related Affiliated
Practice, management fees and reimbursement of clinic expenses.
5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31
------------------------
1998 1997
----------- ----------
<S> <C> <C>
Furniture and fixtures...................................... $10,455,889 $5,386,107
Computer equipment and software............................. 2,851,399 1,983,477
Leasehold improvements and other............................ 770,717 1,227,720
Construction in progress.................................... 1,749,731 --
----------- ----------
15,827,736 8,597,304
Accumulated depreciation and amortization................... 4,777,371 3,321,085
----------- ----------
Net property and equipment.................................. $11,050,365 $5,276,219
=========== ==========
</TABLE>
Construction in progress relates primarily to magnetic resource imaging
("MRI") equipment installations at two of the Company's Affiliated Practices and
construction of an ambulatory surgery center.
89
<PAGE> 95
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Included in the above are assets recorded under capital leases which
consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1998 1997
---------- ----------
<S> <C> <C>
Furniture and fixtures...................................... $1,234,383 $1,536,411
Computer equipment.......................................... 178,693 178,693
---------- ----------
1,413,076 1,715,104
Accumulated amortization.................................... 917,336 983,603
---------- ----------
Net assets under capital leases............................. $ 495,740 $ 731,501
========== ==========
</TABLE>
6. DEBT
CONVERTIBLE DEBENTURES ISSUED IN 1996
In connection with private placements in 1996, the Company raised $2.17
million of short-term unsecured convertible debt. The proceeds thereof were
utilized to fund the Company's start-up and its organizational phase until
certain net assets of the original five Affiliated Practices were acquired on
November 12, 1996. Contemporaneous with the acquisitions of these physician
practices, the holders of the debentures converted the unpaid principal amounts
plus any accrued interest thereon (calculated at 5.0%), into the Company's
common stock at the conversion ratio of $1.00 ($1,920,332) and $3.00 ($301,707)
of debenture principal and accrued interest for one share of common stock. The
following table summarizes the conversions:
<TABLE>
<CAPTION>
ACCRUED
PRINCIPAL INTEREST TOTAL
---------- -------- ----------
<S> <C> <C> <C>
Stockholders of the Company........................ $ 640,000 $18,153 $ 658,153
Physician practices and related stockholders....... 1,530,000 33,886 1,563,886
---------- ------- ----------
$2,170,000 $52,039 $2,222,039
========== ======= ==========
</TABLE>
CONVERTIBLE DEBENTURES ISSUED IN 1998
In connection with an acquisition of an Affiliated Practice on March 31,
1998, the Company issued $5,454,439 of convertible debentures; however, such
convertible debentures and the related accrued interest totaling $205,479 were
subsequently canceled contemporaneous with a restructuring of the related
Affiliated Practice's management service agreement on December 31, 1998. See
Note 11 for further details.
In connection with an affiliation on October 1, 1998 of certain assets of
two physicians who were made party to one of the Company's service agreements
with an Affiliated Practice, the Company issued $589,615 of convertible
debentures. The 2% convertible debentures are convertible into Company common
stock at a conversion price of $10 per share. No debt was converted in 1998. The
debentures are due September 30, 1999. Management expects these debentures to be
canceled in connection with the restructuring transactions described in Note 2.
LINE-OF-CREDIT
On November 1, 1996, the Company entered into a $30 million Revolving Loan
and Security Agreement (the "Credit Facility") with a bank, which provided
certain amounts necessary to effectuate acquisitions of Affiliated Practices.
Through October 31, 1997, the Credit Facility interest rates ranged from 7.2% to
7.4%, primarily based on a LIBOR rate plus an applicable margin.
90
<PAGE> 96
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In November 1997, the Credit Facility was restated to permit maximum
borrowings of $75 million, subject to certain limitations. Prior to the loan
covenant violations described below, the Credit Facility could be used (i) to
fund the cash portion of affiliation transactions, and (ii) for the development
of musculoskeletal focused surgery centers. The Company could elect to borrow on
the Credit Facility at a floating rate based on the prime rate plus an
adjustable applicable margin of 0% to 0.75% or at a rate based on LIBOR plus an
adjustable applicable margin of 1.0% to 2.25%. Currently, the Company's interest
rate is determined based on the prime rate plus 0.5%.
At December 31, 1998, the Company had approximately $52.9 million
outstanding under the Credit Facility at an effective rate of interest of
approximately 8.5% per annum. The Credit Facility is secured by substantially
all of the assets of the Company and contains several affirmative and negative
covenants, including covenants limiting the Company's ability to incur
additional indebtedness, limiting the Company's ability to and restricting the
terms upon which the Company can affiliate with physician practices in the
future, prohibiting the payment of cash dividends on, and the redemption or
repurchase of, the Company's common stock and requiring the maintenance of
certain financial ratios and stockholders' equity.
As of December 31, 1998, the Company was not in compliance with certain of
the financial ratio covenants required by the Company's Credit Facility. As a
result of the non-compliance, the Company is in default under the terms of the
Credit Facility. In the event of default, the terms of the Credit Facility
provide that the bank syndicate can immediately terminate its obligation to make
further advances under the respective commitments and/or declare the Company's
outstanding debt under the Credit Facility to be immediately due and payable.
Accordingly, the total amount outstanding under the Credit Facility of
approximately $52.9 million has been included in the Company's Consolidated
Balance Sheet as a current liability at December 31, 1998. The bank syndicate
notified the Company in December 1998 that it was suspending further advances
under the Credit Facility; however, as of March 26, 1999, the bank syndicate has
not demanded repayment of any amounts outstanding under the Credit Facility. The
Company is currently negotiating with the bank syndicate to revise the financial
ratio covenants to bring the Company into compliance for the remaining term of
the Credit Facility. However, there can be no assurances that a mutually
satisfactory arrangement can be reached and, accordingly, unsuccessful
negotiation efforts could have a materially adverse impact on the Company's
ability to continue as a going concern.
Prior to the Credit Facility covenant violation, the commitment fee on the
unused portion of the Credit Facility was 0.25% per annum, subject to reduction
to a minimum of 0.20% per annum if the Company's leverage coverage (a ratio of
funded debt to consolidated cash flow) was less than 1.00.
7. COMMON STOCK
At December 31, 1996, 1,180,000 and 85,000 shares of certain outstanding
nontransferable common stock were held by current employees and former
employees, respectively. Pursuant to the common stock subscription agreements
and a related Stockholders Agreement, executed by the Company and its employees,
all unvested shares became vested as a result of the initial public offering of
the Company's common stock.
During the year ended December 31, 1996, the Company issued an additional
100,000 shares of common stock to one of its Affiliated Practices at $3.00 per
share.
On February 6, 1997, the Company's initial public offering of its common
stock became effective. In connection therewith, 3,208,338 shares of common
stock were issued at $8.00 per share, including 208,338 common shares issued
upon exercise of the underwriters' overallotment option.
In connection with the acquisition, through merger, of substantially all of
the assets and certain liabilities of Orthopaedic Surgery, Ltd. ("OSL"), on July
1, 1997, the Company granted one physician
91
<PAGE> 97
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
associated with OSL the option to require the Company to purchase 74,844 shares
of common stock issued to such physician as consideration for the OSL merger at
a purchase price equal to approximately $11.21 per share. In addition, in
connection with the acquisition, by asset purchase, of substantially all of the
assets and certain liabilities of Steven P. Surgnier, M.D., P.A., the Company
granted Dr. Surgnier the option to require the Company to purchase 37,841 shares
of common stock at a purchase price equal to approximately $12.38 per share.
During the year ended December 31, 1998, the above mentioned options were
exercised. The Company paid $921,491 and canceled a loan to a physician
stockholder in the amount of $385,983 as consideration for the repurchase of
shares and has included this amount as treasury stock in its consolidated
balance sheet at December 31, 1998.
The Company records treasury stock at cost with regard to monetary
transactions (e.g., settlement of put options). With regard to non-monetary
transactions, including the Affiliated Practice restructurings effective
December 31, 1998, the common stock transferred to the Company is record at
estimated fair value.
As of December 31, 1998, the Company had the following common shares
reserved for future issuance:
<TABLE>
<S> <C>
Awards under the 1996 Equity Compensation Plan.............. 5,261,165
Awards under the 1996 Incentive and Non-Qualified Stock
Option Plan............................................... 3,500
Warrants in connection with one of the Affiliated Practice
acquisitions (Note 11).................................... 544,681
Convertible debentures...................................... 58,961
Shares which may be released as additional consideration for
one of the Affiliated Practice acquisitions (Note 11)..... 113,393
---------
Total shares reserved for future issuance......... 5,981,700
=========
</TABLE>
8. STOCK OPTION PLANS
On March 22, 1996, the Company adopted the 1996 Incentive and Non-Qualified
Stock Option Plan (the "Plan") pursuant to which nontransferable options to
purchase up to 5,000,000 shares of common stock of the Company were available
for award to eligible directors, officers, advisors, consultants and key
employees. On January 10, 1997, the Board of Directors voted to terminate the
Plan. The exercise price for incentive stock options awarded during the year
ended December 31, 1996 was not less than the fair market value of each share at
the date of the grant and the options granted thereunder were for a period of
ten years. Options, which are generally contingent on continued employment with
the Company, may be exercised only in accordance with a vesting schedule
established by the Company's Board of Directors. Of the 553,500 shares
underlying the option grants approved during the year ended December 31, 1996 at
an exercise price of $1.00 per share, 3,500 shares underlying the options remain
outstanding and exercisable at December 31, 1998. The other 550,000 grant
options were forfeited or exercised during 1997.
On October 15, 1996, the Company's Board of Directors approved the 1996
Equity Compensation Plan (the "Equity Plan"), which provides for the granting of
options to purchase up to 2,000,000 shares of the Company's common stock. The
total number of shares authorized by the Equity Plan increased to 6,000,000 in
1998. Both incentive stock options and non-qualified stock options may be issued
under the provisions of the Equity Plan. Employees of the Company and any future
subsidiaries, members of the Board of Directors and certain advisors are
eligible to participate in this plan, which will terminate no later than October
14, 2006. The granting and vesting of options under the Equity Plan are provided
by the Company's Board of Directors or a committee of the Board of Directors.
92
<PAGE> 98
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123 and has been determined as if the Company had accounted
for its employee stock options under the fair value method of that accounting
pronouncement. The fair value for options awarded during the years ended
December 31, 1998, 1997 and 1996 were estimated at the date of grant using an
option pricing model with the following weighted-average assumptions: risk-free
interest rate over the life of the option of 6.0%; no dividend yield; and
expected two to eight year lives of the options. The estimated fair value for
these options was calculated using the minimum value method in 1996 and may not
be indicative of the future impact since this model does not take into
consideration volatility and the commencement of public trading in the Company's
common stock on February 7, 1997. The Black-Scholes model was utilized to
calculate the value of the options issued during 1998 and 1997. The volatility
factors utilized in 1998 and 1997 were 0.36 and 0.47, respectively.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.
For purposes of pro forma disclosure, the estimated fair value of the
options is amortized to expense over the options' vesting period. Because
compensation expense associated with an award is recognized over the vesting
period, the impact on pro forma net (loss) income as disclosed below may not be
representative of compensation expense in future years.
The Company's pro forma information for the years ended December 31 is as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ---------- -----------
<S> <C> <C> <C>
Pro forma net (loss) income................... $(64,073,357) $5,354,571 $(1,815,272)
Pro forma net (loss) income per common share
(basic)..................................... (3.51) 0.34 (0.16)
Pro forma net (loss) income per common share
(diluted)................................... (3.51) 0.33 (0.15)
</TABLE>
93
<PAGE> 99
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A summary of the Company's stock option activity and related information
for the years ended December 31 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------- --------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at Beginning of
Year........................... 2,365,007 $9.57 1,758,748 $ 5.25 -- $ --
Granted
Exercise price equal to fair
value of common stock..... 3,625,572 7.89 1,073,751 12.07 603,500 1.41
Exercise price greater than
fair value of common
stock..................... -- -- 160,000 10.00 726,658 8.00
Exercise price less than fair
value of common stock..... -- -- -- -- 428,590 6.00
Exercised.................... (36,100) 6.41 (227,049) 1.17 -- --
Forfeited.................... (689,814) 9.82 (400,443) 2.26 -- --
--------- ----- --------- ------ --------- -----
Outstanding at end of year... 5,264,665 $8.40 2,365,007 $ 9.57 1,758,748 $5.25
========= ===== ========= ====== ========= =====
Exercisable at end of year....... 644,341 $9.75 231,537 $ 7.38 3,500 $1.00
========= ===== ========= ====== ========= =====
</TABLE>
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Weighted-Average Fair Value of Options:
Exercise price equal to fair value of common stock........ $2.56 $4.62 $0.19
Exercise price greater than fair value of common stock.... -- 4.35 0.99
Exercise price less than fair value of common stock....... -- -- 2.75
</TABLE>
Exercise prices for options outstanding and the weighted-average remaining
contractual lives of those options at December 31, 1998 are as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------- -----------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$1.00 3,500 7.20 $ 1.00 3,500 $ 1.00
3.00 760,000 9.59 3.00 -- 3.00
6.00 - 6.99 1,462,394 9.00 6.53 55,973 6.00
8.00 584,666 8.06 8.00 282,001 8.00
9.00 - 9.99 1,001,020 9.33 9.86 25,867 9.65
10.00 - 12.99 1,086,078 9.12 11.97 149,551 11.70
13.25 - 13.25 367,007 9.11 13.25 127,449 13.25
--------- -------
1.00 - 13.25 5,264,665 9.07 8.40 644,341 9.75
========= =======
</TABLE>
9. LEASES
The Company is obligated under operating and capital lease agreements for
offices and certain equipment. In some circumstances, these lease arrangements
are with entities owned or controlled by physician stockholders who are also
equity holders of the Company's Affiliated Practices. Certain leases are subject
to standard escalation clauses and include renewal options. Future minimum
payments under
94
<PAGE> 100
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
noncancelable capital and operating leases with lease terms in excess of one
year are summarized as follows for the years ending December 31:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
---------- -----------
<S> <C> <C>
1999........................................................ $ 321,742 $ 4,137,748
2000........................................................ 306,917 4,155,303
2001........................................................ 227,464 3,969,095
2002........................................................ 235,064 3,234,134
2003........................................................ -- 1,830,231
Thereafter.................................................. -- 6,904,599
---------- -----------
Total minimum lease payments................................ 1,091,187 $24,231,110
===========
Less amount representing interest........................... (166,589)
----------
Present value of net minimum lease payments................. 924,598
Less current portion........................................ 244,446
----------
Long-term portion........................................... $ 680,152
==========
</TABLE>
Rent expense for the years ended December 31, 1998, 1997 and 1996 under all
operating leases was approximately $7,800,000, $4,800,000 and $400,000,
respectively. Approximately $7,600,000, $4,600,000 and $355,000, respectively,
of such amounts were charged directly to the Affiliated Practices as clinic
expenses. Excluded from total minimum operating lease payments are approximately
$13.3 million in total future payments related to Affiliated Practices currently
in litigation with the Company. These Affiliated Practices are currently paying
these leases directly. Additionally, one of the Company's Affiliated Practices
which entered into restructuring agreements with the Company has assumed
responsibility for its payables effective January 1, 1999. The total future
lease payments for this Affiliated Practice of approximately $11.5 million has
been excluded from the Company's future operating lease commitments in the table
above.
10. INCOME TAXES
The Company is a corporation subject to federal and certain state and local
income taxes. The provision for income taxes is made pursuant to the liability
method as prescribed in Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. The liability method requires recognition of
deferred income taxes based on temporary differences between the financial
reporting and income tax bases of assets and liabilities, using currently
enacted income tax rates and regulations.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax
95
<PAGE> 101
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
purposes. Significant components of the Company's deferred tax assets and
liabilities at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Deferred tax assets:
Management service agreements............................ $ 4,510,554 $ --
Deferred start-up expenditures........................... 678,515 718,491
Property and equipment, net.............................. 421,654 209,244
Accrued liabilities...................................... 307,603 345,030
Allowance for doubtful accounts.......................... 389,062 41,000
Financing fees........................................... 293,697 --
Stock option compensation................................ -- 85,698
----------- -----------
6,601,085 1,399,463
Valuation allowance for deferred tax assets................ (5,498,609) --
----------- -----------
Net deferred tax asset........................... 1,102,476 1,399,463
----------- -----------
Deferred tax liabilities:
Management service agreements............................ -- 31,125,220
Net cash basis assets assumed in physician practice
affiliations.......................................... 1,483,279 3,079,428
Prepaid expenses......................................... 483,399 183,146
Deferred gain on installment sale........................ 218,976 --
----------- -----------
2,185,654 34,387,794
----------- -----------
Net deferred tax liability....................... $ 1,083,178 $32,988,331
=========== ===========
</TABLE>
The Company has established a $5,498,609 valuation allowance as of December
31, 1998. The valuation allowance results from uncertainty regarding the
Company's ability to produce sufficient taxable income in future periods
necessary to realize the benefits of the related deferred tax assets.
The income tax expense (benefit) for the years ended December 31, 1998,
1997 and 1996 is summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Current:
Federal.................................... $ (1,071,968) $ 4,074,033 $ 971,192
State...................................... 125,603 1,079,390 258,083
------------ ----------- -----------
(946,365) 5,153,423 1,229,275
------------ ----------- -----------
Deferred:
Federal.................................... (24,424,176) (991,430) (1,362,954)
State...................................... (7,095,850) (288,067) (372,392)
------------ ----------- -----------
(31,520,026) (1,279,497) (1,735,346)
------------ ----------- -----------
Total.............................. $(32,466,391) $ 3,873,926 $ (506,071)
============ =========== ===========
</TABLE>
The income tax expense (benefit) differs from amounts currently payable
because certain revenue and expenses are reported in the statement of operations
in periods that differ from those in which they are subject to taxation. The
principal differences relate to asset impairment charges that are not deductible
for income tax purposes, business acquisition and start-up expenditures that are
capitalized for income tax purposes and expensed for financial statement
purposes, and the amortization of certain cash basis net assets included in
taxable income in periods subsequent to the date of affiliation with physician
practices.
96
<PAGE> 102
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation between the statutory federal income tax rate of 34% and
the Company's (34.4%), 39.8% and (22.2%) effective tax rates for the years ended
December 31, 1998, 1997 and 1996, respectively, is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----- ---- -----
<S> <C> <C> <C>
Federal statutory income tax rate........................... (34.0)% 34.0% (34.0)%
State income taxes, net of federal benefit.................. (5.8) 5.1 (2.8)
Nondeductible business acquisition and other costs.......... -- 0.7 11.5
Miscellaneous............................................... (0.4) -- 3.1
Deferred tax asset valuation allowance...................... 5.8 -- --
----- ---- -----
Effective income tax rates.................................. (34.4)% 39.8% (22.2)%
===== ==== =====
</TABLE>
11. PHYSICIAN PRACTICE NET ASSET ACQUISITIONS AND SERVICE AGREEMENTS
1996 ACTIVITY
Effective November 12, 1996, the Company acquired substantially all of the
assets, including accounts receivable and fixed assets, and certain liabilities,
including current trade payables, accrued expenses and certain capital lease
obligations, of five physician practices. The physician owners, functioning as
promoters, effectively contributed these assets and liabilities in exchange for
an aggregate of 7,659,115 shares of common stock of the Company and $1,537,872
in cash. Upon closing, the Company, under signed agreements, assumed all risks
of ownership related to these net assets.
The following table summarizes certain financial information related to
this transaction for the five original Affiliated Practices:
<TABLE>
<CAPTION>
COMMON
STOCK CASH
CONSIDERATION CONSIDERATION
PAID BY THE PAID BY THE
COMPANY COMPANY
------------- -------------
(SHARES)
<S> <C> <C>
Reconstructive Orthopaedic Associates, Inc.(1)............ 3,169,379 $1,537,872
Princeton Orthopaedic Associates, P.A..................... 1,196,793 --
Tallahassee Orthopedic Clinic, P.A........................ 1,072,414 --
Greater Chesapeake Orthopaedic Associates, LLC............ 1,568,922 --
Vero Orthopaedics, P.A.................................... 651,607(2) --
</TABLE>
- ---------------
(1) Pursuant to a Separation Agreement dated June 9, 1997, between the
stockholders of Reconstructive Orthopaedic Associates, II, P.C. ("ROA")
(successor to Reconstructive Orthopaedic Associates, Inc.), and Drs. Booth,
Bartolozzi and Balderston (collectively 3B Orthopaedics), 3B Orthopaedics
formed a new Pennsylvania corporation in order to practice medicine.
Currently, the Company is involved in a dispute with 3B Orthopaedics, (See
Note 13 for further discussion).
(2) Excludes non-qualified stock options to purchase an additional 50,000 shares
of the Company's common stock at $6.00 per share, which became fully vested
November 12, 1998.
97
<PAGE> 103
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1997 ACTIVITY
During 1997, the Company acquired substantially all of the assets and
certain liabilities of additional physician practices through a combination of
asset purchases and mergers as detailed in the table below:
<TABLE>
<CAPTION>
AFFILIATION ACQUISITION
DATE AFFILIATED PRACTICE(1) TYPE HEADQUARTERS LOCATION
- ----------- ---------------------- ----------- ---------------------
<S> <C> <C> <C>
March 1997........ Medical Rehabilitation Specialists II, Merger Tallahassee, Florida
P.A., Riyaz H. Jinnah, M.D., II, P.A., Baltimore, Maryland
Floyd R. Jaggears, Jr., M.D., P.C., II Thomasville, Georgia
April 4, 1997..... The Orthopaedic and Sports Medicine Merger Annapolis, Maryland
Center, II, P.A.
July 1, 1997...... Southeastern Neurology Group II, P.C. Asset Portsmouth, Virginia
Purchase/
Merger
July 1, 1997...... Orthopaedic Surgery Centers, P.C. II Merger Portsmouth, Virginia
July 3, 1997...... Associated Orthopaedics & Sports Medicine, Merger Plano, Texas
P.A.
July 3, 1997...... Associated Arthroscopy Institute, Inc. Asset Plano, Texas
Purchase
July 3, 1997...... Access Medical Supply, Inc. d/b/a Asset Plano, Texas
Associated Physical Therapy Purchase
July 3, 1997...... Allied Health Services, P.A. d/b/a Asset Plano, Texas
Associated Occupational Rehabilitation Purchase
July 7, 1997...... Ortho-Associates P.A. d/b/a Park Place Asset Plantation, Florida
Therapeutic Center Purchase
July 16, 1997..... Mid-Atlantic Orthopaedic Specialists/ Drs. Asset Hagerstown, Maryland
Cirincione, Milford, Stowell, and Purchase
Amalfitano, P.C.
August 29, 1997... Northeast Florida Orthopaedics, Sports Merger Orange Park, Florida
Medicine and Rehabilitation II, P.A.
August 29, 1997... Steven P. Surgnier, M.D., P.A., II Asset Mariana, Florida
Purchase
September 1,
1997............ Orthopaedic Associates of West Florida, Merger Clearwater, Florida
P.A.
September 10,
1997............ Orthopedic Institute of Ohio, Inc. Merger Lima, Ohio
November 14,
1997............ The Specialists Orthopaedic Medical Merger/ Fairfield, California
Corporation Asset
Purchase
November 14,
1997............ The Specialists Surgery Center Asset Fairfield, California
Purchase
</TABLE>
- ---------------
(1) Some of the Affiliated Practices listed are successors to entities acquired
by the Company.
Total consideration for the 1997 merger and asset acquisitions was
3,222,891 shares of the Company's common stock and $44,452,105 in cash. As part
of the consideration in three of the mergers, the Company issued an aggregate
13,322 shares of common stock and paid an aggregate $189,000 in cash to Michael
E. West, who served as a consultant to three of the predecessors to the
Affiliated Practices. Mr. West subsequently became Senior Vice President of
Operations of the Company in August 1997 and terminated his employment with the
Company in March 1999. Furthermore, the Company granted one physician
98
<PAGE> 104
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
associated with Orthopaedic Surgery Centers, P.C. II the right, until June 30,
1998, to require the Company to re-purchase 74,844 shares of common stock issued
to such physician in the merger at a purchase price equal to $11.21 per share
and, in connection therewith, such shares were put to the Company in 1998 (see
Note 7). Additionally, in connection with the asset purchase of Ortho-Associates
P.A. d/b/a Park Place Therapeutic Center, the Company issued to the physician
owners warrants to purchase, in the aggregate, 544,681 shares of common stock at
an exercise price of $14.69 per share. The Company also has an escrowed deposit
of approximately $900,000 in cash and 113,393 shares which may be released as
additional consideration for one of the Company's physician practice
acquisitions.
Effective September 10, 1997, the Company acquired, by purchase from the
physician owners of Orthopedic Institute of Ohio, Inc., one-half of the
outstanding membership interests of West Central Ohio Group, Ltd., an Ohio
limited liability company ("WCOG"). WCOG constructed an orthopaedic institute in
Lima, Ohio (the "Institute"), which commenced operations in February 1998. In
connection with the acquisition, the Company paid $400,000 in cash for its
investment in WCOG, which consisted of a $180,000 equity investment and $220,000
of goodwill. Included in advances to affiliates and other in the accompanying
financial statements at December 31, 1997 is the $400,000 investment in WCOG and
$522,022 in advances to WCOG. Additionally, the Company agreed to pay an amount
equal to 25% of WCOG's first $6,000,000 of net income as contingent
consideration.
1998 ACTIVITY
In March 1998, the Company sold its entire interest in WCOG to the
physician owners of Orthopedic Institute of Ohio, Inc. and a company (the
"Acquiring Company") for total consideration of approximately $1,950,000. In
addition, the Company was relieved of its obligation to pay an amount equal to
25% of WCOG's first $6,000,000 of net income as contingent consideration. The
sale resulted in a pre-tax gain of $1,240,078 which has been included in the
accompanying consolidated financial statements for the year ended December 31,
1998. At December 31, 1998, the Company maintains non-interest bearing long-term
advances receivable from WCOG in the aggregate amount of $944,520. An officer
and 50% stockholder of the Acquiring Company is the brother of the President and
Chief Executive Officer of the Company (see also Note 12).
Effective March 31, 1998, in connection with the acquisition, by asset
purchase, of substantially all of the assets and certain liabilities of Orlin &
Cohen Associates LLP ("OCOA"), the Company issued to OCOA 459,562 shares of
common stock and a promissory note (convertible debenture) in the principal
amount of $5,454,539 and paid cash in the amount of $11,375,000. In addition,
the Company paid a finder's fee of $114,000 in connection with the acquisition.
The promissory note (convertible debenture) was canceled pursuant to one of the
transactions described in Note 2.
MANAGEMENT SERVICE AGREEMENT DISCUSSION
Concurrent with its acquisitions, the Company simultaneously entered into
long-term service agreements with the Affiliated Practices. Pursuant to the
terms of the Service Agreements, the Company, among other things, provides
facilities and management, administrative and development services, including
assistance in the negotiations of contracts signed between the affiliate
practice and third party payors, in return for service fees. Such fees are
payable monthly and consist of the following: (i) service fees based on a
percentage ranging from 20%-50% of the adjusted pre-tax income of the Affiliated
Practices (generally defined as revenue of the Affiliated Practices related to
professional services less amounts equal to certain clinic expenses but not
including physician owner compensation or most benefits to physician owners)
plus (ii) reimbursement of certain clinic expenses.
Typically, for the first three years following affiliation, however, the
portion of the service fees described under clause (i) is specified to be the
greater of the amount payable as described under clause
99
<PAGE> 105
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(i) above or a fixed dollar amount (the "Base Service Fee"), which was generally
calculated by applying the respective service fee percentage of adjusted pre-tax
income of the predecessors to the Affiliated Practices for the twelve months
prior to affiliation. In addition, with respect to its management of certain
facilities and ancillary services associated with certain of the Affiliated
Practices, the Company receives fees ranging from 2%-8% of net revenue.
The Service Agreements have terms of forty years, with automatic extensions
(unless specified notice is given) of additional five-year terms. A Service
Agreement may be terminated by either party if the other party (i) files a
petition in bankruptcy or other similar events occur or (ii) defaults on the
performance of a material duty or obligation, which default continues for a
specified term after notice. In addition, the Company may terminate the
agreement if the Affiliated Practice's Medicare or Medicaid number is terminated
or suspended as a result of some act or omission of the Affiliated Practice or
the physicians, and the Affiliated Practice may terminate the agreement if the
Company misapplies funds or assets or violates certain laws.
Upon termination of a Service Agreement by the Company for one of the
reasons set forth above, the Company generally has the option to require the
Affiliated Practice to purchase and assume the assets and liabilities related to
the Affiliated Practice at the fair market value thereof. In addition, upon
termination of a Service Agreement by the Company during the first five years of
the term, the physician owners of the Affiliated Practice are required to pay
the Company or return to the Company an amount of cash or stock of the Company
equal to one-third of the total consideration received by such physicians in
connection with the Company's affiliation with the practice.
Under the Service Agreements, each physician owner must give the Company
twelve months notice of an intent to retire from the Affiliated Practice. If a
physician gives such notice during the first five years of the agreement, the
physician must also locate a replacement physician or physicians acceptable to a
Joint Policy Board and pay the Company an amount based on a formula relating to
any loss of service fee for the first five years of the term. Furthermore, the
physician must pay the Company an amount of cash or stock of the Company equal
to one-third of the total consideration received by such physician in connection
with the Company's affiliation with the practice. The agreement also provides
that after the fifth year no more than 20% of the physician owners at an
Affiliated Practice may retire within a one-year period.
NEW MANAGEMENT SERVICE AGREEMENT DISCUSSION
As discussed in Note 2, the Board of Directors of the Company has approved
restructuring agreements with ten of the Company's Affiliated Practices. The
purchase price paid to the Company will consist of payment for the book value of
the assets to be purchased by the practices, less the practice liabilities as of
the closing date of the transaction and payment for the execution of a new
management services agreement to replace the existing service agreement.
100
<PAGE> 106
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The ten Affiliated Practices and the proposed consideration are as follows:
<TABLE>
<CAPTION>
COMMON
AFFILIATED PRACTICE CASH PAYMENT STOCK
- ------------------- ------------ ---------
<S> <C> <C>
Floyd R. Jaggears, Jr., M.D., P.C., II...................... $ 264,300 --
Riyaz H. Jinnah, M.D., II, P.A. ............................ 170,476 73,000
The Orthopaedic and Sports Medicine Center, II, P.A. ....... 2,477,793 440,079
Orthopaedic Associates of West Florida, P.A. ............... 2,496,785 332,983
Orthopedic Institute of Ohio, Inc. ......................... 3,289,373 505,040
Orthopaedic Surgery Centers, P.C. II........................ 1,644,899 266,615
Princeton Orthopaedic Associates, II, P.A. ................. 2,219,000 897,595
Reconstructive Orthopaedic Associates, II, P.C. ............ 2,966,002 1,224,626
Southeastern Neurology Group II, P.C. ...................... 1,416,720 35,866
Steven P. Surgnier, M.D., P.A., II.......................... 227,269 11,153
----------- ---------
Totals............................................ $17,172,617 3,786,957
=========== =========
</TABLE>
In addition to the cash and common stock consideration, convertible
debentures outstanding to one of the affiliated practices of approximately $0.6
million will be cancelled.
Under the new management service agreements, the Company will reduce the
level of services currently provided to the practices participating in the
restructuring. The following services will be offered to each practice:
- Assessing the financial performance, organizational structure, wages and
strategic plan of the practice;
- Advising with respect to current and future marketing and contracting
plans with third party payors and managed care plans;
- Negotiating malpractice insurance coverage;
- Providing access to patient information databases;
- Analyzing annual performance on a comparative basis with other practices
that have contracted with the Company; and
- Analyzing billing practices.
The Company will not provide any equipment, facilities, supplies or
employee staffing at practice sites under the new management service agreements.
In addition, the management services provided to the practices will be reduced.
The following management services are those that were performed under the prior
arrangement but will not be provided under the new management service
agreements:
- Personnel evaluations;
- Billing and collection services;
- Computer hardware/software support;
- Payroll services;
- Accounts payable processing/managing services;
- On-site procurement; and
- Any other type of day-to-day practice management services.
101
<PAGE> 107
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As a result of the reduced services offered, the service fees under the new
management service agreements will be substantially reduced; however, such new
service fees will generally be paid for a period ending five years from the
initial practice affiliation date. The Company has also agreed that beginning
April 1, 1999 and ending on the earlier of the date of closing of the
restructuring transaction or June 15, 1999, the service fees under the current
service agreements will be reduced from the current fees and the Company will
also provide a limited level of services during such period. Upon the closing of
the restructuring transaction, the new management service agreement will control
the relationship.
12. ACQUISITION OF PROVIDER PARTNERSHIPS, INC. ("PPI")
During the third quarter of 1998, the Company acquired PPI in exchange for
420,000 shares of its common stock. PPI is a recently formed company that
provides consulting services to hospitals to increase their operating
performance, with a specific focus on the cardiac areas.
One of the principals of PPI, who has been elected to serve as Executive
Vice President -- Provider Businesses of the Company, is the brother of the
President and Chief Executive Officer of the Company.
See Note 2, Impairment of Intangible Assets and Other Long-Lived Assets,
for the status of an ongoing dispute between the Company and the former
principals of PPI.
13. LEGAL PROCEEDINGS
THE SPECIALISTS LITIGATION
There are two actions currently pending between the Company and the
Specialists Orthopaedic Medical Corporation, one of the Company's affiliated
practices, and the Specialists Surgery Center, a partnership that operates a
surgery center (collectively the "Specialists"), one in Solano County Superior
Court, which was recently stayed by that court ("the state action"), and one in
the United States District Court for the Eastern District of California, which
is currently being litigated (the "federal action").
The state action was filed on November 13, 1998 in the Solano County
Superior Court by the Specialists and four physicians who practice at, and own
an interest in, one or both of the plaintiff entities (the "Specialists
Doctors"), against the Specialists' former administrator; legal, accounting and
consulting advisors to the plaintiffs in connection with the affiliation
transactions (collectively with the administrator, the "Advisors"); entities
affiliated with certain of the Advisors; us; an employee of the Company, and 25
unnamed defendants.
The complaint contains numerous allegations against one or more of the
Advisors, including among others, fraud, misrepresentation, conversion, breach
of fiduciary duty, negligence, professional negligence and legal malpractice.
With respect to the Company, and its employee, the complaint alleges, among
other things, that the Company and its employee conspired with the Advisors to
induce the Specialists Doctors to enter into the transactions by which the
Company acquired the practice assets and entered into the service agreements
with the Specialists; that the Company and its employee misrepresented the terms
of the transaction to the Specialists Doctors; that, in connection with the
issuance of the Company's common stock to the Doctors, the Company and the other
defendants violated California securities law by making material misstatements
or omitting material facts; that the service agreements are void; that the
required service fees are unconscionable; and that the service agreements do not
represent the true intention of the parties with regard to the service fees to
be charged.
The Specialists Doctors seek a judicial declaration that the service fees
are unenforceable, a reformation of the service agreements to reflect service
fees within the alleged intent of the parties, an accounting of the cash
proceeds from the acquisition transactions, special damages of $2.48 million
102
<PAGE> 108
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(including $300,000 paid to us), compensatory, consequential and punitive
damages, damages for emotional distress, attorney fees and costs.
In addition, co-defendant Ronald Fike, the Specialists' former
administrator, filed a cross-complaint on December 18, 1998, naming as
cross-defendants all co-defendants (including us and our employee), all
plaintiffs and seven new parties. The cross-complaint alleges causes of action
for breach of contract, slander, negligent infliction of emotional distress,
deceit and conspiracy, and indemnity. The Company and its employee are named as
defendants to the last three causes of action only.
Management believes the allegations, as they pertain to the Company and an
employee of the Company, are without merit and have vigorously contested the
action and cross-complaint. As an initial response, the Company has filed a
Motion to Stay or Dismiss both the action and the cross-complaint, based upon a
forum selection clause contained in the original acquisition agreement,
requiring the Specialists and Mr. Fike to file any and all actions in Jefferson
County, Colorado. The court granted the Company's Motion on March 12, 1999, and
stayed the action in its entirety, as to all named parties.
In the federal action, filed by the Company on January 12, 1999 in the
United States District Court for the Eastern District of California against the
Specialists and the Specialists Doctors, the Company is seeking relief for
various breaches of contract, conversion of its assets, and tortious
interference with contractual relations. Additionally, the Company's complaint
seeks to recover damages for the Specialists' wrongful possession and detention
of its personal property, and the wrongful ejectment of the Company from
leasehold interests in various real properties it has leased. Defendants have
filed a Motion to Stay or Dismiss the action.
In addition, the Company has recently filed an Application for a Right to
Attach Order and Writ of Attachment. The Company seeks to attach any and all of
the assets of the Specialists and the Specialists Doctors, in order to secure
the claims in our federal complaint. This matter is set for hearing on April 26,
1999.
TOC LITIGATION
There are two actions pending between the Company and TOC Specialists, P.L.
("TOC") and its physician owners (collectively, the "TOC Doctors"), one in the
Circuit Court of the Second Judicial Circuit in and for Leon County, Florida,
which was recently stayed by that court (the "TOC state action"), and one in the
United States District Court for the Northern District of Florida, Tallahassee
Division, which is currently being litigated (the "TOC federal action").
On November 16, 1998, the Company filed a complaint in the Circuit Court of
the Second Judicial Circuit in and for Leon County, Florida against TOC, the 15
TOC doctors, and the State of Florida, Department of Health, Board of Medicine.
The complaint alleges that, in violation of their service agreement with the
Company, TOC and the TOC Doctors diverted the Company's accounts receivable
receipts into an account controlled by TOC and the TOC Doctors, that TOC and the
TOC Doctors failed to pay the Company's service fees, and that TOC and the TOC
Doctors failed to provide the necessary records to the Company for the Company
to effectively perform its management functions. Additionally, the complaint
alleges that TOC and the TOC Doctors improperly attempted to terminate the
service agreement, attempted to interfere with the Company's contractual
relations with other affiliated practices, and violated the confidentiality,
noncompetition and restrictive covenant provisions of the service agreement.
TOC and the TOC Doctors answered that complaint on December 7, 1998, and
filed a counterclaim against us alleging breach of service agreement, fraud in
the inducement, fraud, negligent misrepresentation, conspiracy to commit fraud,
breach of fiduciary duties, and violations of Florida securities law. The
counterclaim also named Kerry Hicks, the Company's President and Chief Executive
Officer and Patrick
103
<PAGE> 109
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Jaeckle, the Company's Executive Vice President -- Development, as defendants.
The state court action was stayed on January 13, 1999.
On December 1, 1998, while the state court litigation was ongoing, TOC and
10 of the TOC doctors filed a complaint against the Company in the United States
District Court for the Northern District of Florida, Tallahassee Division. That
complaint also named Kerry Hicks and Patrick Jaeckle as defendants. The
complaint alleges violations of the Securities Exchange Act, breach of contract,
fraud, negligent misrepresentation, and breach of fiduciary duty. These, absent
the federal securities claim, were essentially the same causes of action
asserted as a counterclaim against us by the defendants in the earlier state
court litigation.
On January 11, 1999, we filed the Company's answer and counterclaim to the
federal court action. The Company also named four other TOC doctors as
defendants in its counterclaim. In the Company's answer and counterclaim the
Company denied all wrongdoing, and asserted claims against TOC and the TOC
Doctors for merger agreement indemnification, breach of contract, breach of good
faith and fair dealing, tortious interference with contractual relations,
conversion, and civil theft.
The Company has, in addition to monetary damages, claimed a right to
injunctive relief to prohibit dissemination of financial information and to
further limit tortious interference with contractual relations, and sought an
injunction to enforce the TOC restrictive covenants. The federal court
litigation is ongoing, and is presently in the discovery phase. The Company
believes that it has strong legal and factual defenses to these claims of TOC
and the TOC Doctors, and intend to vigorously defend the allegations against the
Company while aggressively pursuing its counterclaims.
3B LITIGATION
On January 22, 1999, 3B Orthopaedics, P.C. ("3B"), one of the Company's
affiliated practices, Robert E. Booth, Jr., M.D., Arthur Bartolozzi, M.D., and
Richard A. Balderston, M.D., (collectively, the "Plaintiffs") filed a complaint
against the Company in the United States District Court for the Eastern District
of Pennsylvania.
The complaint asserts causes of action under Pennsylvania law for breach of
contract and seeks unspecified compensatory damages and a declaratory judgment
terminating any and all applicable agreements between the parties. In essence,
the Plaintiffs claim that the Company breached its obligations to them under an
unexecuted service agreement, and any other agreement, by failing to provide the
promised management services and that the Plaintiffs were damaged when they had
to provide such services themselves. The Plaintiffs seek to invalidate
restrictive covenants entered into in favor of the Company through the lawsuit.
The Company filed its answer on March 24, 1999, denying all of the material
allegations of the Plaintiffs' complaint and asserting affirmative defenses and
various counterclaims. The Company has asserted counterclaims against all
Plaintiffs for breach of contract, unjust enrichment, conversion, and breach of
the implied duty of good faith and fair dealing. The Company has also asserted a
counterclaim solely against Dr. Booth for breach of fiduciary duty based upon
his conduct as a member of the Company's board of directors from approximately
November 1996 through October 1998. The Company disputes the Plaintiffs' claim
that the Company failed to provide the promised management services. Among other
remedies, the Company seeks to enforce restrictive covenants entered into by the
physician plaintiffs and to recover, among other things, damages equal to 300%
of the physician Plaintiffs' professional services' revenue. The Company also
seeks the return of all cash and all of its common stock, or the proceeds from
the sale of the stock, given to the physician Plaintiffs pursuant to the
November 12, 1996, merger between the Plaintiffs' former practice,
Reconstructive Orthopaedic Associates, P.C. and the
104
<PAGE> 110
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company. Prior to the formation of 3B, the defendant physicians practiced with
Reconstructive Orthopaedic Associates, P.C.
The Company believes that it has strong legal and factual defenses to
plaintiffs' claims. We intend to vigorously defend against the lawsuit and
aggressively pursue the counterclaims.
OTHER
Subsequent to December 31, 1998, the Company received notices of default
under the terms of the service agreements between the Company and two of its
affiliated practices. Additionally, the Company received notice of default with
respect to a management services agreement entered into with a medical group to
provide certain limited management services. Management of the Company is
undertaking steps to determine if any defaults have, in fact occurred, whether
they are material, and what steps, if any, are necessary in order to cure any
material defaults.
14. COMMITMENTS AND CONTINGENCIES
The Company has entered into employment agreements that provide key
executives and employees with minimum base pay, annual incentive awards and
other fringe benefits. The Company expenses all costs related to the agreements
in the period that the services are rendered by the employee. In the event of
death, disability, termination with or without cause, voluntary employee
termination, change in ownership of the Company, etc., the Company may be
partially or wholly relieved of its financial obligations to such individuals.
However, under certain circumstances, a change in control of the Company may
provide significant and immediate enhanced compensation to the employees
possessing employment contracts. At December 31, 1998, the Company was
contractually obligated for the following base pay compensation amounts
(summarized by years ending December 31):
<TABLE>
<S> <C>
1999.................................................... $1,053,000
2000.................................................... 1,053,000
2001.................................................... 477,167
----------
$2,583,167
==========
</TABLE>
The Company may become subject to certain pending claims as the result of
successor liability in connection with the assumption of certain liabilities of
the Affiliated Practices; nevertheless, the Company believes it is unlikely that
the ultimate resolution of such claims will have material adverse effect on the
Company.
The Company and Reconstructive Orthopaedic Associates II, P.C. (the
successor to Reconstructive Orthopaedic Associates, Inc.) have been advised that
the Department of Health and Human Services is conducting an inquiry regarding
Reconstructive Orthopaedic Associates, Inc. and physicians formerly associated
with that practice, including two of the Company's former directors. The inquiry
appears to be concerned with the submission of claims for Medicare reimbursement
by the practice. The Company has not been contacted by the Department of Health
and Human Services in connection with the inquiry.
15. RELATED PARTY TRANSACTIONS
Advances to Affiliated Practices aggregating $521,355 and $914,737 at
December 31, 1998 and 1997, respectively, bear interest at various rates and are
collateralized by 16,807 shares of the Company's common stock owned by the
individual physicians. Interest income related to advances was $25,438, $102,508
and $7,231 for the years ended December 31, 1998, 1997 and 1996, respectively.
105
<PAGE> 111
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
16. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Numerator for both basic and diluted earnings per
share:
Net (loss) income.................................. $(61,786,086) $ 5,870,398 $(1,771,383)
============ =========== ===========
Denominator:
Weighted average shares outstanding................ 18,237,827 15,559,368 1,450,138
Cheap stock shares:
Conversion of convertible debentures and
interest thereon.............................. -- -- 2,020,900
Dividends paid to promoters..................... -- -- 192,234
November 12, 1996 affiliation transactions
assumed to be outstanding since January 1,
1996.......................................... -- -- 7,659,115
Employee stock options.......................... -- 118,761 --
Shares issued to one of the Affiliated
Practices..................................... -- -- 100,000
------------ ----------- -----------
18,237,827 15,678,129 11,422,387
Denominator for basic net (loss) income per common
share -- weighted average shares
Effect of dilutive securities:
Employee stock options.......................... -- 393,024 1,032,090
------------ ----------- -----------
Denominator for diluted net (loss) income per
common share -- adjusted weighted average shares
and assumed conversion.......................... 18,237,827 16,071,153 12,454,477
============ =========== ===========
Net (loss) income per common share (basic)........... $ (3.39) $ 0.38 $ (0.16)
============ =========== ===========
Net (loss) income per common share (diluted)......... $ (3.39) $ 0.37 $ (0.14)
============ =========== ===========
</TABLE>
For additional disclosures regarding employee stock options, puts and
warrants, see Notes 7, 8 and 11.
Outstanding warrants and options were not included in the computation of
diluted earnings per share for the year ended December 31, 1998 because their
effect would be antidilutive.
Options to purchase 419,887 shares of common stock at $13.25 were
outstanding during 1997 but were not included in the computation of diluted
earnings per common share for 1997 because the options' exercise price was
greater than the average market price of the common shares and, therefore, the
effect would be antidilutive. Options to purchase 44,936 shares of common stock
at $11.25 were outstanding during 1997 but were not included in the computation
of diluted earnings per share because the warrants' exercise price was greater
than the average market price of the common shares and, therefore, the effect
would be antidilutive.
Warrants to purchase 544,681 shares of common stock at $14.69 were
outstanding during 1997 but were not included in the computation of diluted
earnings per share because the warrants' exercise price was greater than the
average market price of the common shares and, therefore, the effect would be
antidilutive.
See Note 11 for discussion of the contingent shares issuable as additional
consideration for one of the Company's practice acquisitions. These shares were
not included in the computation of diluted earnings per share because the
necessary conditions for issuance had not been satisfied.
106
<PAGE> 112
SPECIALTY CARE NETWORK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83 ("SAB No. 83") and staff policy, common and common share equivalents
issued prior to the Company's initial public offering for nominal consideration
are presumed to have been issued in contemplation of the public offering, even
if antidilutive, and have been included in the calculations of net income (loss)
per common share as if these common and common equivalent shares were
outstanding for the period immediately preceding the Company's initial public
offering of common stock. Pursuant to Securities and Exchange Commission Staff
Accounting Bulletin No. 98, which modifies certain of the provisions of SAB No.
83, the treasury stock method for measuring the dilutive effect related to
nominal issuances of stock options and warrants is no longer permitted.
Accordingly, the above calculations assume that common shares are outstanding
from the date of the stock option grant to the date of the Company's initial
public offering, if the corresponding option strike price is deemed to be
nominal consideration.
The Company used a portion of the proceeds from the initial public offering
of its common stock to repay borrowings under the Company's Credit Facility
Agreement. If shares issued to repay amounts outstanding under the Company's
Credit Facility Agreement were outstanding for the years ended December 31, 1997
and 1996, the net income (loss) per common share would not have changed from the
amount reported.
17. EMPLOYEE BENEFIT PLAN
Effective May 1, 1997, the Company adopted a defined contribution employee
benefit plan covering substantially all employees of the Company, most
affiliated physicians and other employees of the affiliated practices.
Participants must have attained age 21 and completed one year of service with
either the Company or one of the Affiliated Practices in order to participate in
the plan. The plan is designed to qualify under Section 401(k) of the Internal
Revenue Code of 1986, as amended. The plan includes a matching contribution
equal to up to 4% of eligible employee salaries and a discretionary defined
contribution (5.5% in 1998 and 1997). The 1998 contribution percentage remains
subject to final approval of the Company's Board of Directors. Expense under
this plan, including the discretionary defined contributions, aggregated
approximately $1,611,000 and $711,000 for 1998 and 1997, respectively, of which
approximately $1,445,000 and $654,000 was charged directly to the Affiliated
Practices as clinic expenses.
18. SUBSEQUENT EVENT
On March 26, 1999, the Company entered into an agreement with an Affiliated
Practice to sell 67% of its interest in SCN of Maryland, LLC, a limited
liability corporation established in 1998 to develop and operate an ambulatory
surgery center in Baltimore, Maryland, for consideration of $360,505.
107
<PAGE> 113
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
Since February 7, 1997, our Common Stock has been quoted on the Nasdaq
Stock Market under the symbol "SCNI." The following table sets forth the high
and low sales prices for the Common Stock for the quarters indicated as reported
on the Nasdaq Stock Market.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Year Ended December 31, 1998
First Quarter............................................. $13 3/8 $11 1/8
Second Quarter............................................ 12 1/2 5 3/4
Third Quarter............................................. 6 5/8 1 1/32
Fourth Quarter............................................ 2 7/32 3/4
Year Ended December 31, 1997
First Quarter(1).......................................... $10 5/8 $ 8
Second Quarter............................................ 12 1/2 7 5/8
Third Quarter............................................. 13 3/4 10 7/8
Fourth Quarter............................................ 14 10 3/4
</TABLE>
- ---------------
(1) Represents trading of the Common Stock from February 7, 1997 through March
31, 1997.
The Company has never paid or declared any cash dividends and does not
anticipate paying any cash dividends in the foreseeable future. The Company
currently intends to retain any future earnings for use in its business. The
Company's credit facility with a bank syndicate prohibits the payment of any
dividends without written approval from the bank syndicate.
OTHER MATTERS
On the date this proxy statement went to press, management did not know of
any other matters to be brought before the special meeting other than those
described in this proxy statement. If any matters properly come before the
special meeting that are not specifically set forth on the proxy card and in
this proxy statement, the persons appointed as proxies will vote on those
matters in accordance with their best judgment.
ADVANCE NOTICE PROCEDURES
Our By-Laws provide that any stockholder wishing to make a nomination for
director or propose business to be considered by the stockholders at an annual
meeting must give us notice. Such notice generally must be given at least 60 but
no more than 90 days before the first anniversary of the preceding year's annual
meeting, which was held on June 5, 1998. The notice also must meet certain
requirements set forth in the By-Laws. These requirements do not affect the
deadline for submitting stockholder proposals for inclusion in the Proxy
Statement, nor do they apply to questions a stockholder may wish to ask at the
meeting. You may request a copy of the By-Law provisions discussed above from
the Secretary, Specialty Care Network, Inc., 44 Union Boulevard, Suite 600,
Lakewood, Colorado 80228.
108
<PAGE> 114
STOCKHOLDER PROPOSALS
We currently anticipate that our next annual meeting of stockholders will
be held in August 1999. Proposals of stockholders intended for inclusion in the
proxy statement for the Annual Meeting of Stockholders in 1999 must be received
by the Company at its principal office in Lakewood, Colorado, no later than June
1, 1999 in order to be considered for inclusion in the Company's proxy statement
and form of proxy relating to that meeting.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
Patrick M. Jaeckle
Executive Vice President
of Development/Finance
and Secretary
Dated: May 12, 1999
109
<PAGE> 115
APPENDIX A
STRICTLY CONFIDENTIAL
March 19, 1999
Special Committee of the Board of Directors
Specialty Care Network, Inc.
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
Gentlemen:
We understand that Specialty Care Network, Inc. (the "Company") is
effectuating a restructuring transaction, (the "Restructuring Transaction")
involving ten of the Company's presently affiliated physician practices (the
"Affiliated Practices"). Under the terms of the restructure agreements and
management services agreements (the "Restructuring Transaction Agreements")
entered into by the Company and the Affiliated Practices, and in exchange for
consideration from the Affiliated Practices in the form of cash and shares of
the Company's common stock, the Company will (i) sell certain practice assets,
primarily accounts receivable, to the Affiliated Practices, (ii) amend the
existing management service agreements with the Affiliated Practices to restate
the terms from 40 to five years, (iii) reduce the amount and scope of management
services provided by the Company and (iv) reduce the corresponding service fees
paid by the Affiliated Practices to the Company.
You have requested that SunTrust Equitable Securities Corporation ("STES")
render an opinion to the Special Committee of the Board of Directors of the
Company as to the fairness, from a financial point of view, of the Restructuring
Transaction to the Company and to those stockholders of the Company not
participating in the Restructuring Transaction. In connection with our opinion,
we have made such reviews, analyses and inquiries as we have deemed necessary
and appropriate under the circumstances. Among other things, we have (i)
reviewed the Restructuring Transaction Agreements; (ii) reviewed certain
publicly available business and financial information relating to the Company;
(iii) reviewed certain other information, including financial forecasts and
related assumptions, and other internal financial analyses, provided to us by
the Company; (iv) met with senior management of the Company to discuss the
business prospects of the Company based on its present organizational structure
and assuming the Restructuring Transaction; (v) reviewed the macro trends and
general market conditions in the physician practice management industry; (vi)
reviewed the reported price and trading activity for the common stock of the
Company since the initial public offering; (vii) reviewed the historical
operating performance of the Company; (viii) reviewed the circumstances of
certain comparable companies in the physician practice management industry that
have undertaken restructurings; (ix) analyzed certain financial and stock market
valuation information for the Company and certain other comparable companies
whose securities are publicly traded; and (x) performed such other studies and
analyses as we considered appropriate.
We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the pro forma financial statements and financial
forecasts and projections provided to us by the Company, we have assumed that
they have been reasonably prepared on the bases reflecting the best currently
available estimates and judgments of the senior management of the Company as to
the financial impact on the Company of the Restructuring Transaction and the
likely future financial performance of the Company. In addition, we have not
made an independent valuation or appraisal of the assets of the Company or any
of the Affiliated Practices. Our opinion is necessarily based on business,
market, economic, and other conditions as they exist and can be evaluated by us
as of the date of this letter. It should be understood that subsequent
developments may affect this opinion and that we do not have any obligation to
revise or reaffirm this opinion.
STES has received a fee for rendering this opinion; however, our fee for
rendering this opinion was not contingent upon the consummation of the
Restructuring Transaction. STES served as a co-managing underwriter in
connection with the sale of common stock by the Company in February 1997, and
STES
<PAGE> 116
Special Committee of the Board of Directors
Specialty Care Network, Inc.
Page 2
March 19, 1999
has provided certain additional investment banking services for the Company in
the past and has received customary compensation. In the normal course of
business, STES publishes research reports regarding the Company and actively
trades the equity securities of the Company for its own account and for the
accounts of its customers. Accordingly, STES may at any time hold a long or
short position in such securities.
It is understood that this letter is for the information of the Special
Committee of the Board of Directors of the Company only and may not be relied
upon by any other person or used for any other purpose, reproduced,
disseminated, quoted from or referred to, in whole or in part, without our
written consent; provided, however, that we hereby consent to the inclusion of
this opinion in any proxy statement used in connection with the Restructuring
Transaction, so long as the opinion is quoted in full in such proxy statement.
In addition, we express no recommendation or opinion as to how the stockholders
of the Company should vote at the stockholders meeting held in connection with
the Restructuring Transaction.
Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Restructuring Transaction is fair, from a financial point of
view, to the Company and to those stockholders of the Company not participating
in the Restructuring Transaction.
Very truly yours,
/s/ SUNTRUST EQUITABLE SECURITIES CORPORATION
------------------------------------------------
SUNTRUST EQUITABLE SECURITIES CORPORATION
<PAGE> 117
SPECIALTY CARE NETWORK, INC.
SPECIAL MEETING OF STOCKHOLDERS -- JUNE 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KERRY R. HICKS and PATRICK M. JAECKLE, with
full power of substitution, proxies of the undersigned to represent the
undersigned and to vote all shares of Common Stock of Specialty Care Network,
Inc. which the undersigned would be entitled to vote if personally present at
the special meeting of stockholders of Specialty Care Network, Inc. to be held
at our corporate headquarters, 44 Union Boulevard, Suite 600, Lakewood, Colorado
on June 11, 1999 at 9:00 a.m. Mountain Daylight Time, and any adjournment of the
special meeting, subject to the instructions on the reverse side.
(Continued and to be signed on reverse side)
A. [X] Please mark your votes as in this example
1. Proposal to approve the restructuring transaction
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To vote on such other matters that may properly come before the meeting.
NOTE: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
IF NO DIRECTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR THE PROPOSAL TO APPROVE
THE RESTRUCTURING TRANSACTION. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY
TO VOTE WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERTY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING AND
PROXY STATEMENT OF SPECIALTY CARE NETWORK, INC.
Signature:
--------------------------------
Signature:
--------------------------------
Date:
--------------------------------
Note: Please sign this proxy
exactly as name(s) appear
hereon. When signing as
attorney-in-fact, executor,
administrator, trustee or
guardian, please add your title
as such, and if signed as a
corporation, please sign with
full corporate name by duly
authorized officer or officers
and affix the corporate seal.
Where stock is issued in the
name of two or more persons, all
such persons should sign.
