<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 0-00000
AMERICAN PHYSICIAN PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2648089
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2301 NationsBank Plaza,
901 Main Street, Dallas, Texas 75202
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (214) 761-3100
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [_] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at December 15, 1997
---------------------------- --------------------------------
Common Stock, $.0001 par value 17,232,863 shares
<PAGE> 2
AMERICAN PHYSICIAN PARTNERS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Balance Sheets as of September 30, 1997 and December 31, 1996 .......... 1
Statements of Income for the nine months ended September 30, 1997 and
the period from inception (April 30, 1996) to
September 30, 1996 ...................................................2
Statements of Income for the three months
ended September 30, 1997 and 1996 ....................................3
Statements of Cash Flows for the nine months ended September 30,
1997 and the period from inception (April 30, 1996) to
September 30, 1996 ...................................................4
Notes to Financial Statements ...........................................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...............................7
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders ........................9
Item 6 - Exhibits and Reports on Form 8-K ...........................................9
SIGNATURES .........................................................................14
</TABLE>
<PAGE> 3
AMERICAN PHYSICIAN PARTNERS, INC.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ............................. $ 83,154 $ 2,490,679
Prepaid expenses ...................................... 147,462 15,002
----------- -----------
Total current assets ....................................... 230,616 2,505,681
PROPERTY AND EQUIPMENT, net ................................ 83,433 57,405
DEFERRED IPO COSTS ......................................... 3,567,066 --
OTHER ASSETS, net .......................................... 14,681 14,480
----------- -----------
Total assets ..................................... $ 3,895,796 $ 2,577,566
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accrued expenses ...................................... $ 3,409,506 $ 477,109
Accrued salaries and benefits ......................... 528,351 --
Line of credit payable ................................ 1,000,000 --
----------- -----------
Total current liabilities ........................ 4,937,857 477,109
CONVERTIBLE NOTES PAYABLE .................................. 3,500,000 3,500,000
----------- -----------
Total liabilities ................................ 8,437,857 3,977,109
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value; 10,000,000
shares authorized; no shares outstanding ...... -- --
Common stock, $.0001 par value; 50,000,000
shares authorized; 2,000,000 shares issued
and outstanding ............................... 200 200
Additional paid-in capital ........................ 249,800 249,800
Accumulated deficit ............................... (4,792,061) (1,649,543)
----------- -----------
Total stockholders' deficit ................... (4,542,061) (1,399,543)
----------- -----------
Total liabilities and stockholders' deficit .... $ 3,895,796 $ 2,577,566
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
AMERICAN PHYSICIAN PARTNERS, INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Period from
Nine Months Inception
Ended (April 30, 1996)
September 30, to September 30,
1997 1996
----------- -----------
<S> <C> <C>
REVENUES ............................... -- --
COSTS AND EXPENSES:
Salaries, wages and benefits ...... 1,928,464 260,430
Rent and lease expense ............ 178,898 11,173
General and administrative ........ 611,373 120,388
Depreciation and amortization ..... 95,912 474
Interest expense .................. 165,668 4,244
Professional services ............. 149,049 131,696
Marketing expense ................. 47,034 --
----------- -----------
Total costs and expenses ..... 3,176,398 528,405
----------- -----------
INTEREST INCOME ........................ 33,880 2,110
----------- -----------
NET (LOSS) ............................. $(3,142,518) $ (526,295)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
AMERICAN PHYSICIAN PARTNERS, INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended September 30,
------------------------------
1997 1996
----------- -----------
<S> <C> <C>
REVENUES ............................... -- --
COSTS AND EXPENSES:
Salaries, wages and benefits ...... 1,027,399 174,158
Rent and lease expense ............ 64,764 9,242
General and administrative ........ 198,879 87,862
Depreciation and amortization ..... 83,221 401
Interest expense .................. 60,875 4,244
Professional services ............. 5,191 131,696
Marketing expense ................. 3,535 --
----------- -----------
Total costs and expenses ..... 1,443,864 407,603
----------- -----------
INTEREST INCOME ........................ 745 1,561
----------- -----------
NET (LOSS) ............................. $(1,443,119) $ (406,042)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
AMERICAN PHYSICIAN PARTNERS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period from
Nine Months Inception
Ended (April 30, 1996)
September 30, to September 30,
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) ...................................... $(3,142,518) $ (526,295)
Adjustments to reconcile net (loss)
to net cash used in operating activities--
Depreciation and amortization ................. 95,912 474
Changes in assets and liabilities--
Prepaid expenses ........................... (132,460) --
Intangible asset ........................... (3,567,066) --
Other assets ............................... (201) (13,094)
Accrued salaries and benefits .............. 528,351 --
Accrued expenses ........................... 2,932,397 101,696
----------- -----------
Net cash used in
operating activities ............. (3,285,585) (437,219)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ............. (121,940) (20,225)
----------- -----------
Net cash used in
investing activities ............. (121,940) (20,225)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings from
notes payable ................................. -- 400,000
Proceeds from borrowings from line of
credit payable ................................ 1,000,000 --
Issuance of common stock ........................ -- 250,000
----------- -----------
Net cash provided by (used in)
financing activities ............ 1,000,000 650,000
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS ........ (2,407,525) 192,556
CASH AND CASH EQUIVALENTS, at inception ............ 2,490,679 --
----------- -----------
CASH AND CASH EQUIVALENTS, end of period ........... $ 83,154 $ 192,556
=========== ===========
SUPPLEMENTAL DISCLOSURE:
Cash paid during the period
Interest ...................................... $ 8,375 $ --
=========== ===========
</TABLE>
4
<PAGE> 7
AMERICAN PHYSICIAN PARTNERS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
The accompanying unaudited financial statements include the accounts of
American Physician Partners, Inc. (the "Company") and have been prepared by the
Company in accordance with generally accepted accounting principles for interim
financial information and substantially in the form prescribed by the Securities
and Exchange Commission (the "Commission") in instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these financial
statements be read in conjunction with the audited financial statements and the
notes thereto included in the Company's Form S-1 filed November 14, 1997. In the
opinion of the Company's management, the September 30, 1997 and 1996 unaudited
interim financial statements include all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of results for this
interim period.
2. Subsequent Events:
On November 26, 1997, the Company completed a reorganization and
initial public offering. As part of these transactions, all non-monetary assets
and certain monetary assets (primarily accounts receivable, cash, inventory,
deposits, prepaid expenses, and miscellaneous other receivables, but excluding
notes receivable from physicians) and liabilities, excluding those liabilities
payable to physicians such as accrued or deferred physician compensation, and
certain other liabilities payable to physicians related to other benefit plans
of seven radiology practices (the "Founding Affiliated Practices") were
exchanged for 12,646,446 shares of the Company's Common Stock and approximately
$50.6 million. Each physician security holder of the Founding Affiliated
Practices was deemed to be a promoter of the offering. The exchange was
accounted for at the historical cost basis with the Company's stock being
valued at the historical cost of the net assets exchanged. The cash payment to
the owners of the Founding Affiliated Practices was reflected as a dividend
paid by the Company. Concurrent with the exchanges, the physicians created new
medical professional corporations (PCs) which entered into 40-year service
agreements ("Service Agreements") with the Company. Additionally, the
physicians entered into employment and non-compete agreements with the new PCs.
Effective with the reorganization and the offering, 1,000,000 shares of the
outstanding Company Common Stock was surrendered and cancelled for no
consideration.
On November 26, 1997, the Company entered into a $115 million credit
facility (the "Credit Facility") with GE Capital Corporation and other lenders
and granted a security interest in the Service Agreements to the lenders and
pledged the stock of the Company's subsidiaries to the lenders to secure the
Company's payment and performance obligations under the Credit Facility.
The initial public offering of 3,000,000 shares of Company Common
Stock completed on November 26, 1997, resulted in proceeds to the Company of
approximately $33.8 million ($29.9 million after the Company pays all costs
related to the initial public offering). To date, the Company has borrowed
approximately $50.1 million under the Credit Facility. Of the net proceeds from
the offering and proceeds from certain borrowings under the Credit Facility,
approximately $50.6 million was used to pay the cash portion of the
consideration for the assets of the Founding Affiliated Practices and
approximately $26.2 million was used to repay certain indebtedness previously
incurred by the Founding Affiliated Practices. An additional $7.1 million was
used to pay financing costs related to the Credit Facility, certain costs
resulting from the initial public offering and to fund working capital.
5
<PAGE> 8
On November 27, 1997, the Company converted the outstanding $3.5
million of 6% Convertible Promissory Notes (the "Convertible Notes") into
Company Common Stock in accordance with the terms of the note agreement. The
conversion will result in the issuance of 510,417 shares of Company Common
Stock.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
As of September 30, 1997, the Company conducted no significant
operations. On November 26, 1997, the Company completed a reorganization and
initial public offering. As part of these transactions, all non-monetary assets
and certain monetary assets (primarily accounts receivable, cash, inventory,
deposits, prepaid expenses and miscellaneous other receivables, but excluding
notes receivable from physicians) and liabilities, excluding those liabilities
payable to physicians such as accrued or deferred physician compensation, and
certain other liabilities payable to physicians related to other benefit plans
of the Founding Affiliated Practices were exchanged for 12,646,446 shares of the
Company's Common Stock and approximately $50.6 million. Concurrent with the
exchanges, the physicians created new medical professional corporations (PCs)
which entered into 40-year Service Agreements with the Company. Additionally,
the physicians entered into employment and non-compete agreements with the new
PCs.
In accordance with Staff Accounting Bulletin ("SAB") No. 48, "Transfers
of Nonmonetary Assets by Promoters or Shareholders," published by the
Commission, the acquisition of the assets and assumption of certain liabilities
for all of the Founding Affiliated Practices pursuant to the reorganization has
been accounted for by the Company at the transferors' historical cost basis with
the shares of Company Common Stock issued in those transactions being valued at
the historical cost of the non-monetary assets acquired net of liabilities
assumed. Each of the security holders of the Founding Affiliated Practices
was deemed to be a promoter of the offering. The cash consideration was
reflected as a dividend by the Company to the owners of the Founding
Affiliated Practices. SAB No. 48 will not be applicable to any future
acquisitions made by the Company. It is currently anticipated that the
Company's future acquisitions of certain assets and liabilities of affiliated
practices may result in substantial annual non-cash amortization charges for
intangible assets in the Company's statements of operations.
An integral part of the Company's business strategy is to grow through
acquisitions and to expand the practices affiliated with the Company. Although
the Company is currently engaged in discussions with several such potential
acquisition candidates, as of September 30, 1997, the Company had not entered
into any letters of intent or definitive purchase agreements with respect to any
such acquisitions. No assurance can be provided that any such acquisitions will
be consummated.
Results of Operations
The Company conducted no significant operations as of September 30,
1997. The Company has incurred various legal, accounting, travel and marketing
costs in connection with the reorganization and the offering. As of September
30, 1997, such expenses had been funded primarily by the proceeds received from
the issuance of $3.5 million in Convertible Notes and other borrowings. In
addition, during 1996, the Company borrowed $0.4 million in the form of notes
from its stockholders. As of September 30, 1997, these stockholder notes were
fully repaid.
The Company has recorded a full valuation allowance against its
deferred tax assets because of its current financial condition, its limited
operating history and its operating losses recorded to date. If the Company does
achieve profitability in the future, the valuation allowance will be reduced by
a credit to income.
7
<PAGE> 10
Liquidity and Capital Resources
The Company completed an initial public offering of 3,000,000 shares of
Common Stock on November 26, 1997 which resulted in proceeds to the Company, net
of underwriting discounts, of $33.8 million (net proceeds are estimated to be
$29.9 million after the Company pays all costs related to the offering.)
On November 26, 1997, the Credit Facility became effective. Under the
terms of the Credit Facility, the Company may borrow, repay and reborrow amounts
during the first three years of the Credit Facility. Amounts outstanding under
the Credit Facility at the end of three years are required to be repaid in
quarterly installments of varying amounts commencing September 30, 2000. The
Credit Facility expires and all loans thereunder mature on the sixth
anniversary of the closing date of the Credit Facility. Borrowings under the
Credit Facility at any time may not exceed 2.75 times the consolidated EBITDA
of the Company giving pro forma effect to acquisitions made with such
borrowings. At the Company's option, the interest rate shall be (i) an adjusted
LIBOR rate plus an applicable margin which can vary from 1.0% to 1.75% or (ii)
the prime rate plus an applicable margin which can vary from 0% to 0.75%. In
each case the applicable margin varies based on financial ratios maintained by
the Company. The Credit Facility includes certain restrictive covenants
including prohibitions on the payment of dividends and the maintenance of
certain financial ratios (including minimum debt-service coverage and maximum
debt-to-EBITDA, as defined). Borrowings under the Credit Facility are secured
by all Service Agreements of which the Company is or becomes a party and a
pledge of the stock of the Company's subsidiaries. To date, the Company has
borrowed $50.1 million under the Credit Facility.
Of the proceeds of the offering and proceeds from borrowings under the
Credit Facility, approximately $50.6 million was used to pay the cash portion of
the consideration for the assets of the Founding Affiliated Practices, and
approximately $26.2 million was used to repay certain indebtedness previously
incurred by the Founding Affiliated Practices. An additional $7.1 million was
used to pay financing costs related to the Credit Facility, certain offering
costs and to fund working capital.
The Company anticipates that funds generated from the offering, funds
generated from operations, cash and cash equivalents, and funds expected to be
available under the Credit Facility will be sufficient to meet the Company's
working capital requirements and debt obligations and to finance any necessary
capital expenditures through the end of 1998. Expansion of the Company's
business through acquisitions may require additional funds, which, to the extent
not provided by internally-generated sources, cash, and the Credit Facility,
would require the Company to seek additional debt or equity financing.
On November 27, 1997, the Company converted the outstanding $3.5
million of Convertible Notes into Company Common Stock in accordance with the
terms of the note agreements.
Forward-Looking Statements
This report contains or may contain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 including
statements of the Company's and management's expectations, intentions, plans and
beliefs, including those contained in or implied by "Management's Discussion and
Analysis of Financial Condition and Results of Operations". These
forward-looking statements, as defined in Section 21E of the Securities Exchange
Act of 1934, are dependent on certain events, risks and uncertainties that may
be outside of the Company's control. These forward-looking statements may
include statements of management's plans and objectives for the Company's future
operations and statements of future economic
8
<PAGE> 11
performance; the Company's capital budget and future capital requirements, and
the Company's meeting its future capital needs; and the assumptions described in
this report underlying such forward-looking statements. Actual results and
developments could differ materially from those expressed in or implied by such
statements due to a number of factors, including, without limitation, those
described in the context of such forward-looking statements, and the factors set
forth in the Company's Form S-1 filed November 14, 1997, under the caption "Risk
Factors."
PART II. OTHER INFORMATION
ITEM 4: Submission of Matters to Vote of Security Holders
On September 15, 1997, all of the stockholders of American Physician
Partners, Inc. executed a written consent approving a restatement of the
Company's Certificate of Incorporation and an amendment and restatement of the
Company's Bylaws.
ITEM 6: Index to Exhibits
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
2.1 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and among American Physician Partners,
Inc., Carroll Imaging Associates, P.A., Diagnostic
Imaging Associates, P.A., Drs. Copeland, Hyman and
Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek,
P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Harbor
Radiologists, P.A., and Perilla, Syndler & Associates,
P.A. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
2.2 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Radiology and Nuclear Medicine, A Professional
Association. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement
No. 333-31611 on Form S-4.)
2.3 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Mid Rockland Imaging Associates, P.C.(Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.4 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Rockland Radiological Group, P.C. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.5 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Advanced Imaging of Orange County, P.C. (Incorporated
by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.6 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Central Imaging Associates, P.C. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.7 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Nyack Magnetic Resonance Imaging, P.C. (Incorporated
by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.8 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and Pelham Imaging Associates, P.C. (Incorporated by reference
to the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.9 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and Women's Imaging Consultants, P.C. (Incorporated by reference
to the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.10 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Pacific Imaging Consultants, A Medical Group, Inc.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on Form
S-4.)
2.11 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and Total Medical Imaging, Inc. (Incorporated by reference
to the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.12 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and Valley Radiologists Medical Group, Inc. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.13 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and The Ide Group, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.14 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and M & S X-Ray Associates, P.A. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.15 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners, Inc.,
and South Texas MR, Inc. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
2.16 -- Agreement and Plan of Reorganization and Merger, dated
June 27, 1997 by and between American Physician Partners,
Inc., and San Antonio MR, Inc. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.17 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Lexington MR,
Ltd., and the Sellers. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.18 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., Madison Square
Joint Venture and the Sellers. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.19 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., South Texas No. 1
MRI Limited Partnership, a Texas limited partnership, and the
Sellers. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.20 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., San Antonio MRI
Partnership No. 2 Ltd., a Texas limited partnership, and the
Sellers. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.21 -- Agreement and Plan of Exchange, dated June 27, 1997 by
and among American Physician Partners, Inc., and the Sellers.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on
Form S-4.)
2.22 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and among American Physician Partners, Inc., Carroll Imaging
Associates, P.A., Diagnostic Imaging Associates, P.A., Drs.
Thomas, Wallop, Kim & Lewis, P.A., Drs. Copeland, Hyman &
Shackman, P.A., Drs. DeCarlo, Lyon, Hearn & Pazourek, P.A.,
Harbor Radiologists, P.A., and Perilla, Sindler & Associates,
P.A. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
2.23 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Radiology and Nuclear
Medicine, A Professional Association. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.24 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Mid Rockland Imaging
Associates, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.25 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Rockland Radiological
Group, P.C. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.26 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Advanced Imaging of
Orange County, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.27 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Central Imaging
Associates, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.28 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Nyack Magnetic Resonance
Imaging, P.C. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.29 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Pelham Imaging
Associates, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
2.30 -- Amendment No. 1 to the Agreement and Plan of Reorganization
and Merger, dated as of September 30, 1997, by and between
American Physician Partners, Inc., and Women's Imaging
Consultants, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
2.31 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and Pacific
Imaging Consultants, A Medical Group, Inc. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.32 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and Total Medical
Imaging, Inc. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.33 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and Valley
Radiologists Medical Group, Inc. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
2.34 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and The Ide
Group, P.C. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.35 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and M & S X-Ray
Associates, P.A. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
2.36 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and South Texas
MR, Inc. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement
No. 333-31611 on Form S-4.)
2.37 -- Amendment No. 1 to the Agreement and Plan of
Reorganization and Merger, dated as of September 30, 1997, by
and between American Physician Partners, Inc., and San Antonio
MR, Inc. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement
No. 333-31611 on Form S-4.)
2.38 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Lexington MR, Ltd. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.39 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and Madison Square Joint Venture. (Incorporated
by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
2.40 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and South Texas No. 1 MRI Limited Partnership.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on Form
S-4.)
2.41 -- Amendment No. 1 to the Agreement and Plan of Exchange,
dated September 30, 1997, by and among American Physician
Partners, Inc., and San Antonio MRI Partnership No. 2, Ltd.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on Form
S-4.)
3.1 -- Restated Certificate of Incorporation of American
Physician Partners, Inc. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-30205 on Form S-1.)
3.2 -- Amended and Restated Bylaws of American Physician
Partners, Inc. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-30205 on Form S-1.)
4.1 -- Form of certificate evidencing ownership of Common Stock
of American Physician Partners, Inc. (Incorporated by reference
to the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-30205 on Form S-1.)
4.2 -- Form of Convertible Promissory Note of American Physician
Partners, Inc. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
10.1 -- American Physician Partners, Inc. 1996 Stock Option
Plan. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
10.2 -- Employment Agreement between American Physician Partners,
Inc. and Gregory L. Solomon. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
10.3 -- Employment Agreement between American Physician Partners,
Inc. and Mark S. Martin. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
10.4 -- Employment Agreement between American Physician Partners,
Inc. and Sami S. Abbasi. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
10.5 -- Employment Agreement between American Physician Partners,
Inc. and Paul M. Jolas. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
10.6 -- Form of Indemnification Agreement for certain Directors
and Officers. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-30205 on Form S-1.)
10.7 -- Form of Registration Rights Agreement. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
10.8 -- Service Agreement, dated , 1997, by and
among American Physician Partners, Inc., APPI-Advanced
Radiology, Inc. and Carroll Imaging Associates, P.A.,
Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop,
Kim & Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A.,
Drs. DeCarlo, Lyon, Hearn & Pazourek, Harbor Radiologists,
P.A., Perilla, Sindler & Associates, P.A. (Incorporated by
reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.)
10.9 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Ide Admin Corp. and
Ide Imaging Group, P.C. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-31611 on Form S-4.)
10.10 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., M & S X-Ray
Associates, P.A. and M & S Imaging Associates, P.A.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on
Form S-4.)
10.11 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Rockland Radiological
Group, P.C. and The Greater Rockland Radiological Group, P.C.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on
Form S-4.)
10.12 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Advanced Imaging of
Orange County, P.C. and The Greater Rockland Radiological
Group, P.C. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
10.13 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Central Imaging
Associates, P.C. and The Greater Rockland Radiological Group,
P.C. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
10.14 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Nyack Magnetic
Resonance Imaging, P.C. and The Greater Rockland Radiological
Group, P.C. (Incorporated by reference to the corresponding
Exhibit number to the Registrant's Registration Statement No.
333-31611 on Form S-4.)
10.15 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Pelham Imaging
Associates, P.C. and The Greater Rockland Radiological Group,
P.C. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
10.16 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Women's Imaging
Consultants, P.C. and The Greater Rockland Radiological Group,
P.C. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-31611
on Form S-4.)
10.17 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Pacific Imaging,
Inc. and PIC Medical Group, Inc. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-31611 on Form S-4.)
10.18 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., Radiology and Nuclear
Medicine, a Professional Association and RNM L.L.C.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on
Form S-4.)
10.19 -- Service Agreement dated , 1997, by and
among American Physician Partners, Inc., APPI-Valley Radiology,
Inc. and Valley Radiology Medical Associates, Inc.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-31611 on
Form S-4.)
10.20 -- Consulting Agreement between American Physician Partners,
Inc. and Michael L. Sherman, M.D. (Incorporated by reference to
the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-30205 on Form S-1.)
10.21 -- Office Building Lease Agreement between Dallas Main
Center Limited Partnership and American Physician Partners,
Inc. (Incorporated by reference to the corresponding Exhibit
number to the Registrant's Registration Statement No. 333-30205
on Form S-1.)
10.22 -- First Amendment to Office Building Lease Agreement
between Dallas Main Center Limited Partnership and American
Physician Partners, Inc. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-30205 on Form S-1.)
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
------- ----------- ------------
<C> <S> <C>
10.23 -- Credit Agreement by and among American Physician
Partners, Inc., GE Capital Corporation and the other credit
parties signatory thereto. (Incorporated by reference to the
corresponding Exhibit number to the Registrant's Registration
Statement No. 333-30205 on Form S-1.)
10.24 -- Consulting Agreement between American Physician Partners,
Inc., and Lawrence R. Muroff, M.D. (Incorporated by reference
to the corresponding Exhibit number to the Registrant's
Registration Statement No. 333-30205 on Form S-1.)
10.25 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Lawrence Muroff, M.D.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.26 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mark Martin.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.27 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Sami Abbasi.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.28 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Gregory L. Solomon.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.29 -- First Amendment to Consulting Agreement between American
Physician Partners, Inc. and Lawrence R. Muroff, M.D.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.30 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Michael Sherman, M.D.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.31 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Paul M. Jolas.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.32 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Derace Schaffer, M.D.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.33 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and John Pappajohn.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.34 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Mary Pappajohn.
(Incorporated by reference to the corresponding Exhibit number
to the Registrant's Registration Statement No. 333-30205 on
Form S-1.)
10.35 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Thebes Ltd. (Incorporated
by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-30205 on Form S-1.)
10.36 -- Side Letter dated November 12, 1997 by and between
American Physician Partners, Inc. and Halkis Ltd. (Incorporated
by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-30205 on Form S-1.)
11.1 -- Statement re computation of per share earnings.*
15 -- Letter regarding unaudited interim financial information.*
18 -- Letter regarding change in accounting principles.*
19 -- Report furnished to security holders.*
22 -- Published report regarding matters submitted to vote of
security holders.*
24.1 -- Power of Attorney.*
27 -- Financial Data Schedule.
</TABLE>
- ---------------
* Not Applicable.
13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN PHYSICIAN PARTNERS,INC.
Date: December 15, 1997 /s/ GREGORY L. SOLOMON
------------------------------
Gregory L. Solomon
President, Chief Executive
Officer, and Director
(Principal Executive
Officer)
Date: December 15, 1997 /s/ SAMI S. ABBASI
------------------------------
Sami S. Abbasi
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
14
<PAGE> 17
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMERICAN
PHYSICIAN PARTNERS, INC.'S UNAUDITED BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND
UNAUDITED STATEMENTS OF INCOME AND CASH FLOWS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 83,154
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 230,616
<PP&E> 181,957
<DEPRECIATION> 98,524
<TOTAL-ASSETS> 3,895,796
<CURRENT-LIABILITIES> 4,937,857
<BONDS> 3,500,000
0
0
<COMMON> 200
<OTHER-SE> (4,542,261)
<TOTAL-LIABILITY-AND-EQUITY> 3,895,796
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,010,730
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 165,668
<INCOME-PRETAX> (3,142,518)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,142,518)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,142,518)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
