UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission file number 0-16946
-------
SEAFIELD CAPITAL CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Missouri 43-1039532
- ------------------------------------- ------------------------------------
(State or other jurisdiction IRS Employer Incorporation
of organization) or Identification Number)
P. O. Box 410949
2600 Grand Ave., Suite 500
Kansas City, Missouri 64141
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (816) 842-7000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None Not Applicable
- ------------------------------------ -------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1 per share and common stock rights coupled therewith.
- -------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
-------
Approximate aggregate market value of voting stock held by non-affiliates of
Registrant: $234,298,537 (based on closing price as of February 10, 1995)
Number of shares outstanding of only class of Registrant's common stock as of
February 10, 1995: $1 par value common - 6,419,138
Documents incorporated by reference:
Portions of Registrant's Proxy Statement for use in connection with the Annual
Meeting of Shareholders to be held on May 17, 1995 is incorporated by reference
into Part III of this report, to the extent set forth therein, if such Proxy
Statement is filed with the Securities and Exchange Commission on or before
April 30, 1995. If such Proxy Statement is not filed by such date, the
information required to be presented in Part III will be filed as an amendment
to this report. The exhibits for this Form 10-K are listed in Item 14.
PART I.
ITEM 1. BUSINESS.
Seafield Capital Corporation (Seafield or the Registrant), a Missouri
corporation, is a holding company whose subsidiaries operate primarily in the
healthcare and insurance services areas. The Registrant implemented this new
strategic business focus since insurance operations were discontinued during
1990. Various operating subsidiaries of Seafield provide insurance laboratory
testing, insurance policy administration and underwriting services, insurance
premium finance services, advanced cancer care, distribution of
radiopharmaceuticals and related services for nuclear medicine. In addition,
Seafield has investments in early-stage healthcare services companies.
Seafield, either directly or through subsidiaries, also holds interests in real
estate, energy investments, and marketable securities. See Item 7 and Note 6
of Notes to Consolidated Financial Statements for additional segment
information. Seafield had 18 employees as of December 31, 1994. None of the
employees is represented by a labor union and Seafield believes its relations
with employees are good.
INSURANCE SERVICES
The following operating businesses are considered to be in the insurance
services segment: LabOne, Inc., Agency Premium Resource, Inc. and International
Underwriting Services, Inc.
LABONE, INC.
The Registrant's laboratory testing activities are conducted through LabOne,
Inc. (LabOne), a subsidiary which was 82% owned by the Registrant and 18%
publicly held at December 31, 1994. LabOne is a publicly-traded stock (NASDAQ-
LABS). LabOne, together with its wholly-owned subsidiary Head Office Reference
Laboratory Limited (hereinafter collectively referred to as LabOne), is the
largest provider of laboratory testing services to the insurance industry in
the United States and Canada.
LabOne provides high-quality, low-cost laboratory and substance abuse testing
services to insurance companies, physicians and employers nationwide.
LabOne's Home Office Reference Laboratory division continues to operate as a
provider of risk-appraisal laboratory testing services to the insurance
industry. The tests performed are specifically designed to assist an insurance
company in objectively evaluating the mortality and morbidity risks posed by
policy applicants. The majority of the testing is performed on individual life
insurance policy applicants. Testing services are also provided on individual
and group medical and disability policy applicants.
LabOne's clinical testing services (formerly marketed under the Center for
Laboratory Services division) are provided to the healthcare industry to aid in
the diagnosing and treatment of patients. LabOne has established a network of
patient service centers and affiliations with other centers in Northern
California, Des Moines and the Kansas City area for the collection of specimens
for testing. This network became operational during the fourth quarter of
1994. Additionally, a courier fleet is maintained to retrieve specimens for
transport to the laboratory.
In May 1994, LabOne announced that it had signed an agreement with PCS Health
Systems (PCS), a subsidiary of Eli Lilly, to market an integrated and fully
managed system of laboratory testing and administration services for payers and
health plans throughout the United States. The result of this agreement is a
new program called Lab Card(trademark), which became operational in December
1994. The Lab Card program will offer both payers and the covered population
substantial cost savings on high-quality laboratory testing services. The
program will utilize PCS' point of service, real-time eligibility verification
system. The laboratory testing will be performed at LabOne's centralized
testing facility in Kansas.
LabOne is certified by the Substance Abuse and Mental Health Services
Administration (SAMHSA, formerly NIDA) to perform substance of abuse testing
services for federally regulated employers and is currently marketing these
services throughout the country to both regulated and non-regulated employers.
Services Provided by LabOne:
I. Insurance Applicant Testing
In order to establish the appropriate level of premium payments or to determine
whether to issue a policy, an insurance company requires objective means of
evaluating the insurance risk posed by policy applicants. Because decisions of
this type are based on statistical probabilities of mortality and morbidity, an
insurance company generally requires quantitative data reflecting the
applicant's general health. Standardized laboratory testing, tailored to the
needs of the insurance industry and reported in a uniform format, provides an
insurance company with an efficient means of evaluating the mortality and
morbidity risks posed by policy applicants. The use of standardized urinalysis
and blood testing has proven a cost-effective alternative to individualized
physician examinations, which utilize varying testing procedures and reports.
Standardized laboratory testing can also be used to verify responses on a
policy application to such questions as whether the applicant is a user of
tobacco products, certain controlled substances or certain prescription drugs.
Insurance companies generally offer a premium discount for nonsmokers and often
rely on testing to determine whether an applicant is a user of tobacco
products. Use of cocaine has been associated with increased risk of accidental
death and cardiovascular disorders, and as a result of the increasing abuse in
the United States and Canada, insurance companies are testing a greater number
of policy applicants to detect its presence. Therapeutic drug testing also
detects the presence of certain prescription drugs that are being used by an
applicant to treat a life-threatening medical condition that may not be
revealed by a physical examination.
LabOne's insurance testing services consist of certain specimen profiles that
provide insurance companies with specific information that may indicate liver
or kidney disorders, diabetes, the risk of cardiovascular disease, bacterial or
viral infections and other health risks. LabOne also offers tests to detect the
presence of antibodies to human immunodeficiency virus (HIV), nicotine, cocaine
and certain medications associated with life-threatening medical conditions
that may not be revealed by a routine physical examination.
Insurance specimens are normally collected from individual insurance applicants
by independent paramedical personnel using LabOne's custom-designed collection
kits and containers. These kits and containers are then delivered to LabOne's
laboratory via overnight delivery services or mail, coded for identification
and processed according to each client's specifications. Results are then
generally transmitted to the insurance company's underwriting department that
same evening.
II. Clinical Patient Testing
Clinical laboratory tests are requested generally by physicians and other
health care providers to diagnose and monitor diseases and other medical
conditions through the detection of substances in blood and other specimens.
Laboratory testing is generally categorized as either clinical testing, which
is performed on bodily fluids including blood and urine, or anatomical
pathology testing, which is performed on tissue and other samples. Clinical
and anatomical pathology tests are frequently performed as part of regular
physical examinations and hospital admissions in connection with the diagnosis
and treatment of illnesses. The most frequently requested tests include blood
chemistry analyses, blood cholesterol level tests, and urinalyses, blood cell
counts, PAP smears, AIDS tests and alcohol and other substance abuse tests.
Clinical specimens are collected at LabOne's network of patient service
centers, at an affiliated collection center or at the physician's office.
LabOne's couriers pick up the specimens and deliver them to local airports for
express transport to the Kansas laboratory. Specimens are coded for
identification and processed. LabOne has significantly expanded its testing
menu to include the majority of tests requested by its clients. Tests not
performed in-house are sent to reference laboratories for testing and results
are entered into LabOne's computer system along with all other completed
results. LabOne provides many of its clinical clients with the necessary
equipment to directly receive testing results via electronic transmission from
LabOne. Results which cannot be delivered electronically are delivered by
LabOne's couriers beginning the morning after the tests are performed.
III. Substance Abuse Testing
LabOne has provided quality substance abuse testing results to the insurance
industry for over 20 years. The recent certification by SAMHSA has enabled
LabOne to begin offering these services to the entire market including
federally regulated industries.
Substance abuse testing specimens are typically collected by independent
agencies who use LabOne's forms and collection supplies. Specimens are sealed
with tamper-evident tape, bar-coded and shipped overnight to LabOne. Automated
systems monitor the specimens throughout the screening and confirmation
process. Negative results are available immediately after testing is
completed. Initial positive specimens are verified by the gas
chromatography/mass spectrometry method and results are generally available
within 24 hours. Results are then transmitted electronically to the client's
secured computer, printer or fax machine. LabOne provides the necessary
hardware and phone connections for these electronic transfers to many of its
larger clients.
LabOne - Operations
The following table summarizes LabOne's revenues from laboratory testing and
from other operations (primarily the sale of specimen collection kits):
Year ended December 31, 1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------
(In thousands)
Blood chemistry profiles $ 17,370 19,853 21,470 22,411 26,804
AIDS-related tests 12,407 14,766 16,280 17,840 18,690
Urinalyses 9,687 10,200 10,666 10,698 11,298
Controlled substance tests 10,326 12,702 14,359 13,649 13,685
Other 10,936 11,857 11,662 11,141 10,292
-----------------------------------------------------
$ 60,726 69,378 74,437 75,739 80,769
=====================================================
LabOne's operations are designed to facilitate the testing of a large number of
specimens and to report the results to insurance company clients, generally
within 24 hours of receipt of specimens. LabOne has an internally developed,
custom-designed, laboratory processing system (the MEGA System). The MEGA
System enables each client company to customize its own testing and reflex
requirements by several parameters to satisfy its particular needs. It is a
centralized network system that provides an automated link between LabOne's
testing equipment, data processing equipment and the client's computer systems.
This system offers LabOne's clients the ability to customize their testing
activities to best meet their needs.
LabOne, as the result of the number of tests it has performed over the past
several years, has compiled and maintains a large statistical database of test
results. These summary statistics are useful to the actuarial and underwriting
departments of an insurance client in comparing that client's test results to
the results obtained by LabOne's entire client base. Company-specific and
industry-wide reports are frequently distributed to clients on subjects such as
coronary risk analysis, cholesterol and drugs of abuse. LabOne considers the
confidentiality of its test results to be of primary importance and has
established procedures to ensure that results of tests remain confidential as
they are communicated to the client that requested the tests.
Substantially all of the reagents and materials used by LabOne in conducting
its testing are commercially purchased and are readily available from multiple
sources.
LabOne - Quality Assurance
The objective of the quality assurance department is to ensure that accurate
and reliable test results are released to clients. This is accomplished by
incorporating both internal and external quality assurance programs in each
area of the laboratory. In addition, quality assurance specialists share the
responsibility with all LabOne employees of an ongoing commitment to quality
and safety in all laboratory operations. Internal quality and education
programs are designed to identify opportunities for improvement in laboratory
services and to meet all required safety training and education issues. These
programs ensure reliable and confidential test results.
Procedure manuals in all areas of the laboratory help maintain uniformity and
accuracy, and meet regulatory guidelines. Tests on control samples with known
results are performed frequently to maintain and verify accuracy in the testing
process. Complete documentation provides record keeping for employee reference
and meets regulatory requirements. All employees are thoroughly trained to
meet standards mandated by OSHA in order to maintain a safe work environment.
Superblind(trademark) controls are used to challenge every aspect of service at
LabOne. Specimens requiring special handling are evaluated and verified by
control analysis personnel. A computer edit program is used to review and
verify clinically abnormal results, and all positive HIV antibody and drugs of
abuse records.
As an external quality assurance program, LabOne participates in a number of
proficiency programs established by the College of American Pathologists, the
American Association of Bioanalysts and the Centers for Disease Control.
LabOne is also involved in monthly peer-group review programs for hematology,
flow cytometry and chemistry. These programs compare LabOne with laboratories
across the nation that use similar reagents and instrumentation.
LabOne is accredited by the College of American Pathologists and is licensed
under the Clinical Laboratory Improvement Amendments (CLIA) of 1988. LabOne
has additional licenses for HIV and substance abuse testing from the State of
Kansas and all other states where such licenses are required. LabOne's Drug
Enforcement Agency license allows the laboratory to legally perform analytical
research pertaining to drugs of abuse. LabOne is certified by SAMHSA (formerly
NIDA) to perform testing to detect drugs of abuse in federal employees and in
workers governed by federal regulations.
LabOne - Technology Development
Among its many responsibilities, the technology development department
evaluates many new commercially available tests and technologies and compares
them to competing products in order to select the most accurate laboratory
procedures. Total technology development expenditures are not considered
significant to LabOne as a whole.
LabOne - Sales and Marketing
LabOne's client base currently consists primarily of insurance companies in the
United States and Canada. LabOne believes that its ability to provide prompt
and accurate results on a cost-effective basis and its responsiveness to
customer needs have been important factors in maintaining existing business.
All of LabOne's sales representatives for the Home Office Reference Laboratory
division have significant business experience in the insurance industry or
clinical laboratory-related fields. These representatives call on major
clients several times each year, usually meeting with a medical director or
vice president of underwriting. An important part of LabOne's marketing effort
is directed toward providing its existing clients and prospects with
information pertaining to the actuarial benefits of, and trends in, laboratory
testing. LabOne's sales representatives and its senior management also attend
underwriters' and medical directors' meetings sponsored by the insurance
industry.
The sales representatives for the healthcare industry are experienced in that
market and currently work in field locations in the geographic areas which they
represent. Marketing efforts are directed at physicians, health insurance
companies and other payers of health benefits. Currently, efforts are focused
primarily in Northern California, Des Moines and the Kansas City area.
Substance abuse marketing efforts are directed at regulated and non-regulated
employers. LabOne's strategy is to offer the highest quality services at low
rates.
LabOne - Legislation and Regulation
In the past, legislation was introduced in several states that, if enacted, may
restrict or ban all AIDS-related testing for insurance purposes in those
states. The introduction of legislation to restrict or ban all AIDS-related
testing does not ensure its passage into law. There can be no assurance,
however, that such legislation will not be enacted in the future.
A few states have enacted legislation or regulations which have had the effect
of reducing or eliminating the volume of laboratory tests requested by medical
insurers in those states. It is likely that the trend will continue as more
states enact legislation relating to health care and medical insurance.
The Food and Drug Administration (FDA) may exert broader regulatory control
over LabOne's business and all testing laboratories. The areas of increased
control that could impact LabOne's business include (1) whether FDA premarket
approval or clearance may be required for LabOne's continued commercial
distribution and use of a blood and urine specimen collection kit, and (2) a
draft FDA compliance policy guide stating that certain products routinely used
by laboratories may require FDA approval or clearance. During December 1994,
the FDA gave premarket approval to Epitope, Inc. with respect to its
OraSure(registered trademark) specimen collection device.
LabOne - Competition
LabOne believes that the insurance laboratory testing market is approximately a
$100 million industry. LabOne currently controls over half the market, with
three other main competitors maintaining a majority of the remaining market.
The insurance laboratory testing industry continues to be increasingly
competitive. Most of the competition has come from privately or insurance
company-owned or controlled laboratories that are primarily focused on the
insurance industry. New competition has come from national or multi-regional
clinical laboratories that have historically focused their efforts on servicing
hospitals, physicians and other health care providers. The primary focus of
the competition has been on pricing and service. This continued competition
has resulted in a decrease in LabOne's average price per test. It is
anticipated that prices will continue to decline in 1995.
Although competition has dramatically increased in the past few years, LabOne
has maintained its position as the market leader. LabOne believes its leading
position in the insurance laboratory testing market is due in part to its
focused commitment of resources to the life and health insurance industry.
LabOne has continued to maintain its market leadership through the client
relationships that it has developed over its 20-year history, its reputation
for providing quality products and services at competitive prices, and its
battery of tests which are tailored specifically to insurance companies' needs.
The clinical laboratory testing market is a $40 billion industry which is
highly fragmented and very competitive. LabOne faces competition from numerous
independent clinical laboratories and hospital or physician owned laboratories.
Many of LabOne's competitors are significantly larger and have substantially
greater financial resources than LabOne. LabOne is currently working to
establish a sound client base in this environment.
LabOne's business plan is to be the premier low-cost provider of high-quality
laboratory testing services to the clinical market. LabOne feels that its
superior quality and centralized, low-cost operating structure should enable it
to compete effectively in this market.
LabOne - Foreign Markets
In 1977, LabOne opened Head Office Reference Laboratory Limited, a subsidiary,
in Toronto, Canada. During 1994, LabOne consolidated all Canadian laboratory
testing into the Kansas laboratory. Head Office will continue to market
insurance testing services to Canadian clients, with laboratory testing to be
performed in the United States.
In 1993, LabOne opened HORL(UK), Limited, a subsidiary, near London to provide
laboratory testing services to insurance companies in the United Kingdom. This
subsidiary ceased operations during 1994.
LabOne - Employees
As of March 2, 1995, LabOne had 558 full-time employees, representing an
increase of 50 employees from the same time in 1994. None of LabOne's
employees is represented by a labor union. LabOne believes its relations with
employees are good.
AGENCY PREMIUM RESOURCE, INC.
Agency Premium Resource, Inc. (APR) is an insurance premium finance company
serving independent insurance agents in 21 states. APR provides premium
financing for the commercial customers of these independent insurance agents.
The Registrant has a 95% ownership position in this subsidiary. APR
experienced growth and profitability during 1994. Approximately $75 million in
new premium finance business was booked during 1994 compared to $61.5 million
in 1993 and $40 million in 1992. The number of contracts processed totaled
13,409 in 1994 compared to 10,277 in 1993 and 6,465 in 1992. APR's wholly-
owned subsidiary, Agency Services, Inc., is an information resource company
which provides motor vehicle reports.
In July 1993, APR entered into an extendible two-year agreement whereby it can
sell undivided interests in a designated pool of accounts receivable on an
ongoing basis. As collections reduce accounts receivable in the pool,
additional sales may be made up to the maximum. The maximum allowable amount
of receivables to be sold was increased to $30 million from $22 million. APR
had securitized receivables of $23 million at December 31, 1994 compared to $19
million at December 31, 1993. See Note 5 of Notes to Consolidated Financial
Statements for additional information regarding securitization of receivables.
INTERNATIONAL UNDERWRITING SERVICES, INC.
International Underwriting Services, Inc. (IUS), a development-stage company,
offers turnkey policyholder and underwriting services. The Registrant has an
80% ownership position in IUS. This subsidiary operates only within the life
and health insurance industry and provides some or all of the following
services to its customers: product design, underwriting of applicants, policy
issue, policy service, premium collection and payment of commissions. These
services are often referred to informally as the "back office services" of
insurance companies.
This subsidiary has developed an underwriting service called Tele-Direct
Underwriting. This service is a computer assisted, intelligent underwriting
system where the customer deals directly by phone with the underwriter. As
much of the work as possible is electronic, thus enabling IUS to be much more
efficient than standard methodology allows.
HEALTHCARE SERVICES
The following operating businesses are considered to be in the healthcare
services segment: Response Technologies, Inc. and Pyramid Diagnostic Services,
Inc.
RESPONSE TECHNOLOGIES, INC.
The Registrant owns approximately 59% of Response Technologies, Inc.
(Response). Response's common stock trades on the American Stock Exchange
under the symbol RTK.
Response is a provider of advanced cancer treatments and related services,
principally on an outpatient basis, through treatment centers owned or managed
by Response. The owned centers are known as IMPACT (IMPlementing Advanced
Cancer Treatments) Centers (IMPACT is a federally registered service mark).
The IMPACT Centers are staffed by experienced oncology nurses, pharmacists,
laboratory technologists, and other support personnel to deliver outpatient
services under the direction of practicing oncologists. The primary treatments
involve intensive levels of chemotherapy supported by a combination of
autologous peripheral blood stem cell products and bone marrow growth factors
to support the patient's immune system. The IMPACT Centers also provide home
pharmacy services, such as pain medications, antibiotics and nutritional
support; outpatient infusional services; blood banking services; and
specialized nursing and laboratory services for its patients.
During 1994, Response expanded its network through the development of
additional treatment centers in affiliation with community hospitals. This
type of center teams existing hospital staff and facilities with Response's
protocols, databasing, and expertise.
For hospital-affiliated centers, Response offers two types of business
structures. The first structure entails a management relationship with the
hospital whereby a management fee is paid to Response. The second structure
entails a joint ownership with the hospital of a newly created entity, whereby
profits from the entity accrue to Response and the hospital.
Response evaluates, adapts and develops treatment programs for various types of
cancer. The treatment programs, or protocols, are developed with input from
physicians associated with Response and independent physician advisors,
frequently based upon the results of clinical trials performed by various
university and government programs. Response does not engage in basic
research.
The protocols which Response provides involve very high-doses of chemotherapy.
Intensification of chemotherapy doses can result in improved survival rates for
patients suffering from certain types of cancer. One of the major side affects
of this treatment is damage to the patient's bone marrow which then impairs the
immune system. Currently, many providers of high-dose chemotherapy treatments
support the immune system through autologous bone marrow transplantation.
Rather than utilize standard bone marrow transplant procedures, Response's
protocols involve support with stem cells collected from the peripheral blood
of the patient prior to the administration of high-dose chemotherapy. The
process of stem cell support begins by administering certain chemotherapy drugs
and growth factors to promote the growth of bone marrow stem cells and their
release into the peripheral bloodstream. The stem cells are then harvested by
leukapheresis, a process involving the use of a blood cell separating machine,
and cryopreserved. After the administration of high-dose chemotherapy, the
stem cells are reinfused into the patient, whereby the cells reengraft into
bone marrow and restore the production of infection-fighting white blood cells.
Response believes that its use of non-surgical stem cell support of the bone
marrow in place of a standard marrow transplant provides several major
advantages. Response's experience indicates that patients participating in its
protocols will require a shortened hospital stay compared to conventional bone
marrow transplant patients. Because a significant amount of patient
preparation and treatment is accomplished in an outpatient setting, Response
estimates the cost of its procedure, including hospitalization, to be
approximately $80,000. Most references to the cost of this procedure by other
providers places the cost in the range of $95,000 to $125,000. Response also
believes, based upon statistical analysis of its clinical data, that the
mortality rate associated with stem cell support is lower than with standard
bone marrow support. Furthermore, Response believes that patients generally
favor stem cell support since the majority of the treatment is outpatient, and
the procedures are less invasive than a traditional bone marrow transplant.
Response has noted a trend of more providers shifting their treatment approach
away from bone marrow transplantation to stem cell support.
An important aspect to Response's treatments is the maintenance of a clinical
trials program. Cancer care represents an evolving area of medicine in which
there are few "cures", or a consensus as to the current best treatment
approach. At the same time, improvements in advanced cancer management are
continuously being realized. The mechanism to achieve such improvements is the
use of a clinical trials program, involving carefully planned, uniform
treatment regimens administered to a statistically significant group of
patients. The monitoring of side effects and outcomes of these treatments
provides a rational means of improving future treatment regimens and predicting
which patients are most likely to benefit from the treatments. This is the
approach to cancer care advocated by the National Cancer Institute,
universities, and many cancer practitioners.
Response is currently participating in several projects with leading
pharmaceutical manufacturers to furnish data in connection with FDA
applications or for post-FDA approval marketing studies. The benefits to
Response for participation in these projects are twofold. First, revenue from
these contacts will help underwrite Response's clinical trials expenses.
Secondly, such relationships with pharmaceutical companies may allow earlier
access to drugs and therapies, which will further Response's role as a leader
in oncological developments.
Response's target population is patients with diseases proven to be chemo-
sensitive. Intensification of chemotherapy doses in many instances results in
dramatic improved disease response and improved health outcomes for patients.
Accordingly, while Response's treatment procedures are developmental by design,
they are not regarded as experimental.
Response - Customers and Markets
The science involved in the treatment of cancer is undergoing significant
advances, particularly as a result of continuing pharmaceutical developments.
Because of significant existing demands on the private oncologist's time, it
can be difficult for a practicing oncologist to stay abreast of advanced
technology and develop the necessary support services to utilize the technology
in an efficient, organized treatment program. Response hopes to fulfill the
needs of leading oncology groups by identifying the most promising technologies
and organizing delivery systems to treat patients with these technologies
through its centers.
Each oncologist who agrees to become associated with Response enters into an
agreement whereby the oncologist provides medical direction to Response's
employees in the center, participates in a quality assurance program, assists
in credentials review of potential participating oncologists, makes rounds on
patients being treated in the center, and is available "on call" during
treatment episodes. Response does not employ practicing oncologists.
Response does not market its services to patients or the general public, but
relies on the medical directors and payors to refer suitable patients for
treatment.
Response - Current Operations
A typical IMPACT Center maintains a licensed pharmacy, laboratory, blood bank
and patient treatment facilities to provide the high-dose protocols and other
support services to the private practicing oncologists. The centers are
equipped to prepare and administer chemotherapy; mobilize, harvest, process and
cryopreserve stem cells; reinfuse stem cells; transfuse blood products and
administer IV fluids; and provide home pharmacy care. The staffing of the
centers consists of registered nurses and pharmacists, pharmaceutical
technicians and medical laboratory technologists. Each center occupies
approximately 3,000 square feet. Response also operates a central reference
laboratory in Memphis which evaluates stem cell harvests by flow cytometry and
other assays.
During 1994 Response expanded its network through the development of additional
treatment centers in affiliation with community hospitals. This type of center
teams existing hospital staff and facilities with Response's protocols,
databasing, and expertise.
For hospital-affiliated centers, Response offers two types of business
structures. The first structure entails a management relationship with the
hospital whereby a management fee is paid to Response. The second structure
entails a joint ownership with the hospital of a newly created entity, whereby
profits from the entity accrue to Response and the hospital.
Response developed and opened its first IMPACT Center in November 1989 in
Memphis. As of February 27, 1995, Response has twenty-eight IMPACT Centers and
seven managed, or hospital-based, centers located in nineteen states.
Currently, Response has not established any jointly-owned hospital centers,
although it expects to complete negotiations in several sites during 1995.
Negotiations are currently in process with many community based hospitals in
other cities, and Response intends to aggressively pursue growth opportunities.
Such further expansion as anticipated by management is dependent upon
Response's ability to attract oncologists to serve as medical directors, find
suitable employees, arrange adequate financing, and obtain proper licensure.
Response - Government Regulation
Response's services are subject to federal and state licensing requirements in
each of the states in which it operates. In order to maintain such licensure,
Response must comply with applicable regulations and is subject to periodic
compliance inspections by healthcare regulators. Response is, to the best of
management's knowledge, in compliance with applicable state and federal
licensing requirements.
The law regulating healthcare providers varies among states. Accordingly,
Response approaches its network expansion on a state by state basis in order to
determine whether the institution and operation is feasible under the laws of
the target state. Healthcare regulation is a rapidly evolving area of law.
There can be no assurance that Response's ability to open or operate its
treatment facilities will not be adversely affected by changes in applicable
federal or state law (such as certificate of need laws) or by administrative
interpretation of existing law.
Response previously reported that its IMPACT Centers in Dayton, Ohio and Grand
Rapids, Michigan were being reviewed for noncompliance with state certificate
of need (CON) regulations. Response had disputed the applicability of the CON
regulations due to a "grandfathering" clause in each state's law. Due to an
adverse ruling whereby applicability of the regulations was upheld, the Dayton
IMPACT Center was closed during the year ended December 31, 1994. A favorable
ruling was received in the State of Michigan whereby it was determined that
Response's operations were not in conflict with CON regulations.
Some protocols which Response may desire to implement may be subject to
regulatory approval by the FDA due to the drugs or combination of drugs used in
the protocols. In most instances, such approval will be sought by
manufacturers of the drugs; however, Response may occasionally participate in
such an approval process.
The majority of patients referred to the Centers are covered by a third party
insurer. Response receives very little of its revenue from Medicare since
patients eligible for Medicare generally are not medically eligible for high-
dose treatment protocols.
Response believes that its method of compensating its Medical Directors
complies with state and federal anti-kickback and similar regulations. While
Response believes that it has taken appropriate precautions with respect to
establishing such fees, there is no assurance that Response will not be
determined to be in violation of existing or future government regulations. In
the event Response is determined to be in violation of any such regulation, it
would attempt to restructure its Medical Director payments in a manner which
complies with the regulation.
Response - Competition
As a result of growing interest among oncologists and the more widely
recognized efficacy of high-dose chemotherapy treatments, the competitive
environment in the field is starting to heighten. Most community hospitals
with a commitment to cancer treatment are evaluating their need to provide
high-dose treatments, and other entities are competing with Response in
providing high-dose services similar to those offered by Response.
Such competition has long been contemplated by Response, and is indicative of
the evolution of this field. While Response believes that the demand for high-
dose chemotherapy services is sufficiently large to support several significant
providers of these services, it is subject to increasing competitive risks from
these entities.
Response - Business History and Past Operations
Response was incorporated in Tennessee in 1984 under the name of
Biotherapeutics Incorporated and began operations in 1985 performing patient-
funded biotherapy research for advanced cancers. From inception through
February 1989, Response developed a nationwide system of 15 laboratories which
provided these biotherapy research services. During fiscal 1989, after
Response had suffered losses since incorporation of over $30 million,
management concluded that Response's operations would not become profitable
because, among other reasons, its strategy of selling research services
directly to patients was not widely accepted by physicians and other healthcare
providers. As a result, management adopted a plan of restructuring and
reorganization of Response's business operations. The plan of restructuring
and reorganization involved a redirection of Response's efforts away from
laboratory operations and patient funded research services to clinical support
services for oncologists through the operation of the IMPACT Centers.
Response - Liability Exposure
Like all companies operating in the healthcare industry, Response faces an
inherent risk of exposure to liability claims. While Response has taken what
it believes to be appropriate precautions, there can be no assurance that it
will avoid significant liability exposure. Response has obtained liability
insurance, but there can be no assurance that it will be able to continue to
obtain coverage at affordable rates or that such coverage will be adequate in
the event of a successful liability claim. Since inception, Response has not
incurred any professional or general liability claims or losses, and as of
December 31, 1994, Response was not aware of any pending claims.
Response - Employees
As of February 27, 1995, Response employed 191 full-time employees. The
employees are not covered by any collective bargaining agreements. Response
believes that employee relations are good.
PYRAMID DIAGNOSTIC SERVICES, INC.
The Registrant acquired in 1992 its second investment in a healthcare operating
subsidiary with the purchase of a majority-ownership position in Pyramid
Diagnostic Services, Inc. (Pyramid). The original $4 million purchase price
included newly-issued shares, thereby providing expansion financing to Pyramid.
During 1993 and 1994, Seafield acquired additional ownership positions in
Pyramid. Pyramid's nine pharmacies distribute radiopharmaceuticals and related
services to nuclear medicine departments, clinics and hospitals. Pyramid's
revenue increased 100% in 1994 reflecting a doubling in the number of
pharmacies. Current plans are to concentrate on increasing revenues at
existing pharmacies until profitability is achieved. Pyramid's long-term
business plan is to continue to open pharmacies with a minimum objective of
fifteen pharmacies. See Note 1 of Notes to Consolidated Financial Statements
for additional information.
OTHER BUSINESSES
BMA RESOURCES, INC.
BMA Resources, Inc. (Resources) holds the Registrant's energy investments. No
new energy investments are being made, and it has been the Registrant's intent
to maximize cash flow from Resources to be deployed in healthcare and insurance
services. The investments include oil and gas working interests, oil and gas
partnerships and a stock investment in an unconsolidated affiliate. The oil
and gas working interests primarily consist of interests in East Texas gas
wells. East Texas activity will concentrate on production and development
only, with no exploration activity. The partnership activity is focused on
Gulf Coast offshore oil and gas exploration and development activity.
Resources, through partnerships, has leasehold positions in the Gulf of Mexico,
in addition to proven reserves. Resources has an approximate 30% equity
interest in Syntroleum, Inc. which owns a patented process to convert natural
gas into heavier hydrocarbons, including fuels and industrial waxes. With a
completed proof of concept, Syntroleum is pursuing commercialization of the
process.
TENENBAUM & ASSOCIATES, INC.
Tenenbaum & Associates, Inc. (TAI) is a full service real estate, personal
property and sales and use tax consulting firm providing tax consulting
services on a contingency basis. TAI's core business is commercial real
estate. During the latter part of 1991, in an effort to offset the cyclical
nature of its core business, TAI entered into joint marketing agreements to
provide personal property and sales and use tax consulting services. TAI
benefits from these arrangements through revenue-sharing in exchange for its
national marketing services. TAI also targeted the industrial real estate
market to augment sales from an ailing commercial real estate industry.
DISCONTINUED OPERATIONS
REAL ESTATE
The Registrant holds real estate through a wholly-owned subsidiary, Scout
Development Corporation. Real estate holdings as of December 31, 1994
consisted of approximately 1,500 acres of partially developed and undeveloped
land in nine locations, three residential development projects, a multi-story
parking garage, a community shopping center and commercial buildings. Real
estate assets are located in the following states: Colorado, Florida, Kansas,
Missouri, Nevada, New Mexico, Oklahoma, Texas, and Wyoming, all of which are
listed for sale.
In June 1992, the Registrant's board of directors approved a plan for the
discontinuance of real estate operations. During 1990, Seafield indicated that
it planned to substantially decrease its commitments in real estate development
activities. Since then, management had observed that the overall real estate
environment indicated continuing signs of weakness. After reviewing sales
activity and appraisals in 1992, the Registrant believed it was an appropriate
time to discontinue real estate operations and sell the remaining real estate
assets as soon as practicable. See Item 7 and Note 13 of the Notes to
Consolidated Financial Statements for additional information on discontinued
real estate operations.
INSURANCE
Individual insurance, group insurance and reinsurance operations were
discontinued in 1990, when the Registrant sold 95% of the issued and
outstanding shares of common stock of the Registrant's wholly-owned life
insurance subsidiary. A $32.2 million after-tax gain was recorded during 1990
on the sale of insurance operations.
The Registrant finalized the sale of the remaining 5% interest in its former
insurance subsidiary to an affiliate of the purchaser in 1992. The Registrant
received $12.8 million cash resulting in a 1992 after-tax gain of $4.3 million
which is included in the consolidated financial statements as gain on disposal
of discontinued insurance operations. The sale of the remaining interest
consisted of shares which had been pledged to serve as collateral under a
mortgage guaranty provision contained in the 1990 Sales Agreement. Concurrent
with the sale of the final 5% interest, the Registrant was released from
mortgage guarantees which originally totaled approximately $16 million. See
Item 7 and Note 13 of Notes to Consolidated Financial Statements for additional
information on discontinued insurance operations.
* * *
The following list shows the Registrant and each subsidiary corporation of
which the Registrant owns a majority interest, together with the ownership
percentage and state or country of incorporation.
SEAFIELD CAPITAL CORPORATION (Missouri)
LabOne, Inc. (Delaware) 82%
Head Office Reference Laboratory, Ltd. (Canada) 100%
Response Technologies, Inc. (Tennessee) 59%
Agency Premium Resource, Inc. (Kansas) 95%
Agency Services, Inc. (Kansas) 100%
International Underwriting Services, Inc. (Illinois) 80%
Pyramid Diagnostic Services, Inc. (Delaware) 74%
BMA Resources, Inc. (Missouri) 100%
Tenenbaum & Associates, Inc. (Missouri) 79%
Scout Development Corporation (Missouri) 100%
Scout Development Corporation of New Mexico (Missouri) 100%
Carousel Apartment Homes, Inc. (Georgia) 100%
ITEM 2. PROPERTIES.
Properties of Registrant
Registrant has a long-term lease for approximately 13,674 square feet of office
space at 2600 Grand at the Crown Center complex in Kansas City, Missouri. This
lease is for a ten year term which began April 1, 1992. Registrant's real
estate subsidiary holds diversified types of properties for sale or investment
purposes in various geographical locations. In certain cases projects are
developed on a joint venture basis with one or more joint venture partners.
Title to property in such cases may be held jointly with such partners or in
the name of the venture. Rights and obligations with respect to such
properties are governed by the terms of the joint venture agreement.
Registrant's real estate is described in greater detail in Item 1 and Schedule
III. The Registrant and subsidiaries lease office space, equipment, land and
buildings under various noncancelable leases that expire over the next several
years. See Note 8 of the Notes to Consolidated Financial Statements for
additional information.
ITEM 3. LEGAL PROCEEDINGS.
Seafield received a notice during 1992 of proposed adjustments from the
Internal Revenue Service (IRS) with respect to 1986-87 federal income taxes.
Later, the IRS determined to include 1988-90 as a part of its review. The
original amount of additional taxes proposed by the IRS was approximately $17
million for the period 1986-87. In addition, during the 1988-89 closing
conference, the IRS agreed to reverse some of the taxes for the 1986-87 years
by way of adjustments to 1988-89 years. Based upon conference with the IRS,
Seafield believes that the net amount of additional taxes to be assessed may be
less than $17 million for the four-year period under audit. Resolution of
these matters is not expected in 1995. The IRS has notified Seafield that a
1990 refund claim in the amount of $7.6 million will not be acted upon until
all years currently under examination are closed. Seafield believes it has
meritorious defenses to many of the issues raised by the IRS and adequate
accruals for income tax liabilities.
A lawsuit was initiated in 1986 by Seafield's former insurance subsidiary
against an architectural and engineering firm and a construction firm to
recover costs incurred to remove and replace the facade on the former home
office building. Because the costs had been incurred prior to any discussions
regarding a sale of the insurance subsidiary, Seafield negotiated with the
buyer for an assignment of the cause of action from the insurance subsidiary.
Thus, any recovery will be for the benefit of Seafield and all costs incurred
in connection with the litigation will be paid by Seafield. Any ultimate
recovery will be recognized as income when received and would be subject to
income taxes. In September 1993, the Missouri Court of Appeals reversed a $5.7
million judgment granted in 1992 in favor of Seafield; the Court of Appeals
remanded the case to the trial court for a jury trial limited to the question
of whether or not the applicable statute of limitations barred the claim. The
Appeals Court also set aside $1.7 million of the judgment originally granted in
1992. A new trial is not expected before late 1995.
In 1988, a lawsuit was initiated against Seafield's former insurance subsidiary
by its former partners in the Quail Run real estate project in Santa Fe, New
Mexico. The plaintiffs alleged that the project partnership agreement was
improperly terminated, thus denying them an ongoing interest in the project,
and the loss of their exclusive real estate brokerage arrangement. The
plaintiffs were seeking approximately $11 million in actual damages and
unspecified punitive damages based upon alleged breaches of contract and
fiduciary duty and economic compulsion. After a trial in July 1994, the jury
returned a verdict absolving Seafield of any liability. Subsequent to the
trial, the judge awarded Seafield approximately $250,000 in connection with
marketing expenses which the plaintiffs were to have repaid. Plaintiffs have
appealed all judgments against them. The appeal will likely be heard by mid-
1995. Because the Quail Run project was retained by Seafield in connection
with the sale of its former insurance subsidiary, Seafield defended the lawsuit
under an indemnification arrangement with the purchaser of the former insurance
subsidiary; all costs incurred and any judgments rendered in favor of the
plaintiff will be for the account of Seafield.
In 1990, Seafield's former insurance subsidiary was joined in an existing
lawsuit by the Federal Deposit Insurance Corporation (FDIC) as successor to
Sunbelt Service Corporation. The FDIC alleged that the insurance subsidiary
was obligated under a repurchase agreement in the approximate amount of $6
million. Following a mediation proceeding, all claims involving Seafield were
dismissed with prejudice by order of the court signed in February 1994.
In the opinion of management, after consultation with legal counsel and based
upon current available information, none of these lawsuits is expected to have
a material adverse impact on the consolidated financial position or results of
operations of Seafield.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
None.
EXECUTIVE OFFICERS OF REGISTRANT.
Following is a list of all executive officers of Registrant as of March 1,
1995, together with certain related information. There are no arrangements or
understandings among any such persons and any other persons pursuant to which
any was selected as an officer. All such persons serve at the discretion of
the board of directors.
Served as Executive
Officer with
Name Age Position with Registrant Registrant Since
- -------------------------------------------------------------------------------
S.K. Fitzwater 48 Vice President, Chief Accounting 1990
Officer and Secretary (see note 1 below)
W.T. Grant II 44 Chairman and Chief Executive Officer 1980
(see note 2 below)
P.A. Jacobs 53 President and Chief Operating Officer 1980
(see note 3 below)
J.R. Seward 42 Executive Vice President and 1989
Chief Financial Officer (see note 4 below)
B. H. Hood 49 Chairman, President and 1993
Chief Executive Officer of
LabOne, Inc. (see note 5 below)
W.H. West, M.D. 47 Chairman and Chief Executive Officer 1993
of Response Technologies, Inc.
(see note 6 below)
Except as noted below, each executive officer of Registrant has held the
executive position noted with Registrant or similar positions with its former
insurance subsidiary as his principal occupation for the last five years.
1. Steven K. Fitzwater has been Vice President and Chief Accounting
Officer since August 1990. Effective April 1, 1993, he assumed the
additional duties of Secretary of the Registrant. Formerly he was
Director of Financial Accounting.
2. William T. Grant II became Chairman of the Board and Chief Executive
Officer in May 1993. He had been President and Chief Executive
Officer since 1986.
3. P. Anthony Jacobs became President and Chief Operating Officer in May
1993. He had been Executive Vice President and Chief Operating
Officer since 1990 and was Executive Vice President-Investments from
1988-90.
4. James R. Seward became Executive Vice President and Chief Financial
Officer in May 1993. He had been Senior Vice President and Chief
Financial Officer since August 1990. He was Vice President - Special
Equities from October 1988 until July 1990 and Manager of Special
Equities from July 1984 to October 1988.
5. LabOne, Inc. is 82% owned by the Registrant. The Registrant's board
of directors has designated Mr. Hood as an Executive Officer of the
Registrant because LabOne was determined to constitute a principal
business unit of the Registrant. Mr. Hood is not a corporate officer
of the Registrant. Mr. Hood has held his LabOne position since 1993.
Mr. Hood was an independent consultant to major clinical testing
laboratories from June 1992 to August 1993. From May 1990 to May
1992, Mr. Hood was President and Chief Executive Officer of Unilab
Corporation d/b/a/ MetWest, Inc. From 1974 to 1988, Mr. Hood served
in various management positions for International Clinical
Laboratories (ICL), becoming a regional officer in 1980, a corporate
officer in 1984, and a member of its board of directors in 1986.
6. Response Technologies, Inc. (Response) is 59% owned by the Registrant.
Effective February 1993, the Registrant's board of directors
designated Dr. West as an Executive Officer of the Registrant because
Response was determined to constitute a principal business unit of the
Registrant. Dr. West is not a corporate officer of the Registrant.
Prior to January 1993, Dr. West was President and Chief Executive
Officer of Response.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Registrant's common stock is traded in the national over-the-counter market and
is listed in the NASDAQ National Market System maintained by the National
Association of Securities Dealers. As of February 10, 1995, the outstanding
shares were held by 2,032 stockholders of record. High and low sales prices
for each quarter of 1994 and 1993 are included in the table of quarterly
financial data in Note 14 of the Notes to Consolidated Financial Statements.
Also set forth in the table are quarterly dividends paid per share.
Registrant's payment of future dividends will be at the discretion of its board
of directors and can be expected to be dependent upon a number of factors,
including future earnings, financial condition, cash needs and general business
conditions. The dividend-paying capabilities of subsidiaries may be restricted
as to their transfer to the parent company.
ITEM 6. SELECTED FINANCIAL DATA
December 31, 1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------
(In thousands except share amounts)
REVENUES $ 124,278 129,867 111,332 85,240 85,009
================================================
OPERATING EARNINGS
Earnings (loss) from
continuing operations $ (1,872) 5,618 4,168 7,909 6,657
Discontinued operations
(net of taxes):
Earnings (loss) from
discontinued operations:
Real estate (2,904) -- (7,214) (2,464) (27,946)
Insurance -- -- -- -- 11,872
Gain on disposal of
discontinued operations:
Television -- -- -- -- 6,262
Insurance -- -- 4,265 -- 32,220
Cumulative effect to January 1,
1992 of change in method of
accounting for income taxes -- -- 3,352 -- --
------------------------------------------------
Net earnings (loss) $ (4,776) 5,618 4,571 5,445 29,065
================================================
PER SHARE OF COMMON STOCK
Earnings (loss) from
continuing operations $ (.29) .82 .55 .94 .71
Discontinued operations
(net of taxes):
Earnings (loss) from
discontinued operations:
Real estate (.46) -- (.95) (.29) (2.96)
Insurance -- -- -- -- 1.26
Gain on disposal of
discontinued operations:
Television -- -- -- -- .66
Insurance -- -- .56 -- 3.41
Cumulative effect of
accounting change -- -- .44 -- --
------------------------------------------------
Net earnings $ (.75) .82 .60 .65 3.08
================================================
Cash dividends $ 1.20 1.20 1.20 1.20 4.90
Book value $ 31.50 33.52 34.00 34.61 33.72
Average shares outstanding 6,374,952 7,589,043 9,443,438
during the year 6,847,559 8,429,565
Shares outstanding 6,378,261 6,706,165 8,909,546
end of year 6,733,245 7,727,850
Total assets $ 245,387 273,570 280,514 317,089 340,864
Long-term debt $ 8 18 1,013 2,902 1,054
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Introductory remarks about results of operations
Seafield Capital Corporation (Seafield or the Registrant) began a
transformation process from an insurance company to a holding company with a
new focus in late 1990. Seafield's principal assets consisted of a significant
amount of cash, a holdover portfolio of real estate investments which could not
be sold with the insurance company, interests in several venture capital
investments, and a majority ownership of LabOne, Inc. The strategy of Seafield
was deployment of resources into developing businesses that provide services to
the healthcare and insurance industries. The sources of cash for these
investments were the proceeds from the sale of the insurance company, gains on
securities transactions, the discontinuance of the real estate operations and
the sale of other assets that do not support the strategic focus.
Insurance - discontinued operations
Individual insurance, group insurance and reinsurance operations were
discontinued in 1990, when Seafield sold 95% of the issued and outstanding
shares of common stock of Seafield's wholly-owned life insurance subsidiary.
Seafield finalized the sale of the remaining 5% interest in the former
insurance subsidiary to an affiliate of the purchaser in 1992. Seafield
received $12.8 million cash resulting in a 1992 after-tax gain of $4.3 million
which was included in the consolidated financial statements as gain on disposal
of discontinued insurance operations.
Real Estate - discontinued operations
In June 1992, Seafield's board of directors approved a plan for the
discontinuance of real estate operations. During 1990, Seafield indicated that
it planned to substantially decrease its commitments in real estate development
activities. Since then, management had observed that the overall real estate
environment indicated continuing signs of weakness. After reviewing sales
activity and appraisals in 1992, Seafield believed it was an appropriate time
to discontinue real estate operations and sell the remaining real estate assets
as soon as practicable.
As a result of the decision to discontinue real estate, a $6 million after-tax
provision for estimated write-downs and costs through final disposition was
included in the 1992 financial statements as a loss from discontinued real
estate operations. An additional $2.9 million after-tax loss provision was
recorded in the fourth quarter of 1994 for a sales contract signed in January
1995 on 822 acres of Texas land. Real estate's net assets have decreased from
approximately $80 million at discontinuance to $50 million at December 31,
1994. Net cash proceeds of approximately $27 million have been generated from
real estate since its discontinuance at June 30, 1992. See Note 13 of Notes to
Consolidated Financial Statements for additional information concerning
discontinued real estate operations.
In 1994, real estate sales included the sale of: 47 residential units or lots
in Florida, New Mexico, and Texas ($10.4 million), and land in California
($500,000). In 1993, real estate sales included the sale of: 84 residential
units or lots in Florida, New Mexico, and Texas ($15.9 million), land in
Tennessee ($360,000) and a partnership interest in an apartment complex in
Georgia ($850,000). In 1992, real estate sales included the sale of: 30 acres
of Texas land ($484,000), one commercial lot in Wyoming ($589,000), an interest
in three acres of Hawaii land ($10.1 million), 122 residential units or lots in
Florida, New Mexico, and Texas ($16.6 million) and three lots, one model home
and one partially completed home at the ocean front property in Florida ($5.9
million).
Remaining real estate holdings include residential land, undeveloped land,
single-family housing, and commercial structures located in the following
states: Colorado, Florida, Kansas, Missouri, Nevada, New Mexico, Oklahoma,
Texas and Wyoming, all of which are listed for sale.
Insurance Services Segment
The following businesses are considered to be in the insurance services
segment: laboratory testing for the life and health insurance industries,
underwriting and policy administration services and insurance premium finance
services.
LabOne, Inc. (LabOne), an 82% owned subsidiary of Seafield, is a publicly-
traded company (NASDAQ-LABS). In 1993, LabOne announced its intentions to
expand into the clinical laboratory testing market. LabOne changed its name
from Home Office Reference Laboratory, Inc. in February 1994. LabOne provides
high-quality, low-cost laboratory and substance abuse testing services to
insurance companies, physicians and employers nationwide.
LabOne's Home Office Reference Laboratory division continues to operate as a
provider of risk-appraisal laboratory testing services to the insurance
industry. The tests performed are specifically designed to assist an insurance
company in objectively evaluating the mortality and morbidity risks posed by
policy applicants. The majority of the testing is performed on individual life
insurance policy applicants. Testing services are also provided on individual
and group medical and disability policy applicants.
LabOne's clinical testing services (formerly marketed under the Center for
Laboratory Services division) are provided to the healthcare industry to aid in
the diagnosing and treatment of patients. LabOne has established a network of
patient service centers and affiliations with other centers in Northern
California, Des Moines and the Kansas City area for the collection of specimens
for testing. This network became operational during the fourth quarter of
1994. Additionally, a courier fleet is maintained to retrieve specimens for
transport to the laboratory.
LabOne offers a core group of urine tests, controlled substance tests,
insurance-oriented blood chemistry profiles, and a series of AIDS-related
tests. LabOne's revenues decreased approximately 12% in 1994 to $60.7 million
from $69.4 million in 1993 due to an 8% decrease in the number of applicants
tested and a 7% decrease in the average revenue per applicant. Average revenue
per applicant was lower primarily due to a decrease in prices as a result of
continued competitive pressures. The total volume of applicants tested
decreased primarily due to a decline in the number of life insurance
applications written in the industry. Clinical and substance abuse laboratory
testing generated revenues of approximately $500,000 during 1994.
LabOne's testing revenues were 7% lower in 1993 as the result of a 4% decrease
in the number of applicants tested and a 5% decrease in the average revenue per
applicant. Average revenue per applicant was lower primarily due to a decrease
in prices as a result of continued competitive pressures. The total volume of
applicants tested decreased primarily due to a decline in the number of medical
insurance applicants tested. The number of medical insurance applicants tested
as a percentage of total applicants tested declined from 9% in 1992 to 6% in
1993.
LabOne's cost of sales decreased 3% or $900,000 in 1994 from the prior year.
This is primarily due to decreases in insurance kit expenses, depreciation and
amortization expense, and net postage expense. Insurance kit expenses
decreased due to the lower sales volumes. These decreases were partially
offset by increases in payroll expenses and clinical expansion expenses. Cost
of sales expenses related to the clinical expansion were $2.6 million during
1994.
LabOne's cost of sales decreased 5% in 1993. This is primarily due to lower
depreciation, materials and supplies and product licensing expenses. Materials
and supplies expense decreased as a result of fewer tests performed, lower
costs of certain test supplies and fewer specimen collection kits sold.
Selling, general and administrative expenses in 1993 were slightly lower than
1992.
Selling, general and administrative expenses for LabOne increased $2.1 million
(9%) in 1994 due primarily to expenses related to the third quarter
restructuring charge of $1.6 million, which includes charges for consolidating
Canadian laboratory operations into the Kansas facility and for severance
payments resulting from elimination of several insurance testing administrative
positions. Selling, general and administrative expenses related to the
clinical expansion were $2.3 million in 1994.
The insurance premium finance services operation experienced continued growth
in both profitability and volume of premiums financed. New premium contracts
financed totaled $74.8 million in 1994, $61.5 million in 1993 and $40 million
in 1992. The number of contracts written in 1994 was 13,409 compared to 10,277
and 6,465 in 1993 and 1992, respectively. In July 1993, Seafield's 95% owned
subsidiary entered into an extendible two-year agreement whereby it can sell
undivided interests in a designated pool of accounts receivable on an ongoing
basis. As collections reduce accounts receivable in the pool, additional sales
may be made up to the maximum. During 1994, the maximum allowable amount of
receivables to be sold was increased to $30 million from $22 million. At
December 31, 1994, receivables sold totaled $23 million compared to $19 million
at December 31, 1993. See Note 5 of Notes to Consolidated Financial Statements
for additional information regarding securitization of receivables.
The underwriting and policy administration subsidiary's revenues increased by
63% in 1994. While new business development was positive, this subsidiary's
1994 loss approximated its 1993 loss. Additional staffing costs were incurred
for business that did not develop as anticipated.
Healthcare Services Segment
Two businesses are included in the healthcare services segment. One provides
advanced cancer treatment services, and the other distributes
radiopharmaceuticals and performs related nuclear medicine services.
Response Technologies, Inc. (Response), a 59%-owned subsidiary of Seafield, is
a publicly-traded company (AMEX-RTK). Response is a provider of advanced
cancer treatments and related services, principally on an outpatient basis,
through treatment centers owned or managed by Response. The owned centers,
known as IMPACT (IMPlementing Advanced Cancer Treatments) Centers, are staffed
by experienced oncology nurses, pharmacists, laboratory technologists and other
support personnel to deliver outpatient services under the direction of private
practicing oncologists. The primary treatments provided by the centers involve
high-dose chemotherapy coupled with support of the patient's immune system
through the use of autologous peripheral blood stem cell reinfusion. The
centers also provide home pharmacy and out-patient infusional services for its
patients. During 1994, Response expanded its network through the development
of additional treatment centers in affiliation with community hospitals. This
type of center teams existing hospital staff and facilities with Response's
protocols, databasing, and expertise.
For hospital-affiliated centers, Response offers two types of business
structures. The first structure entails a management relationship with the
hospital whereby a management fee is paid to Response. The second structure
entails a joint ownership with the hospital of a newly created entity, whereby
profits from the entity accrue to Response and the hospital.
As of December 31, 1994, Response had twenty-seven IMPACT Centers and six
managed, or hospital-based, centers located in nineteen states. Currently,
Response has not established any jointly-owned hospital centers, although it
expects to complete negotiations in several sites during 1995.
Response recorded net earnings (loss) of ($2,346,000), $700,000 and $591,000
for the years ended December 31, 1994, 1993 and 1992, respectively. Several
specific factors contributed to Response's loss from operations in 1994.
Response treated fewer candidates with metastatic breast cancer, many of whose
clinical profiles indicated that they were not likely to sufficiently benefit
from high-dose treatment. Metastatic breast cancer patients have historically
comprised a significant portion of Response's patient base. Response believes
that the use of its data to restrict high-dose treatments from these poor risk
patients is unprecedented in the field and will lead to more favorable
relationships with third party payors.
One of Response's most active centers experienced a temporary downturn in
utilization during the first half of the year. Such undulations in activity
among cancer practices are not uncommon, and the affected center's operations
returned to normal levels during the latter part of the year.
Response also experienced losses from special situations at several centers
which are not expected to recur. The IMPACT Center in Dayton, Ohio ceased
operations due to an unfavorable Certificate of Need ruling by the state. The
Dayton Center had a net loss from operations of approximately $280,000 during
1994. The IMPACT Center of Atlanta, Georgia was converted to a hospital
managed center during 1994. The operating loss from this center was
approximately $126,000 in 1994. Response also realized a loss of $168,000
during the development stage of a center in Seattle, Washington which will not
be opened. The loss primarily related to payroll costs for a nurse coordinator
and an operating lease for space. Newer centers which are expected to show
profitable operations in 1995 yielded total losses of $91,000.
Response's revenues increased $555,000, or 1%, in 1994 and $9.8 million, or
35%, in 1993. Patient referrals in 1994 failed to increase in line with center
capacity due to Response's decision to discontinue treatment for certain
metastatic breast cancer patients, resulting in a marginal increase in revenue.
The increase in revenues during 1993 was attributed to the establishment of new
IMPACT Centers during 1993 and the maturation of operations of existing
centers.
Response's operating expenses increased $2 million, or 7%, during 1994 and $9.5
million, or 47%, during 1993. Operating expenses consist primarily of payroll
costs, pharmaceutical and laboratory expenses, medical director fees, rent
expense and other operational costs. These expenses are expected to display a
high degree of variability in proportion to IMPACT Center revenue. Operating
expenses, as a percentage of Response's revenue, increased to 83% in 1994 from
79% in 1993 and 73% in 1992. Increases in 1994 and 1993 are primarily
attributable to increases in pharmaceutical sales to physicians. Response
provides a wholesaler service to physicians; therefore, revenue from these
sales has a lower margin than IMPACT Center revenue. Physician sales were $6.5
million, $4.3 million and $2.1 million for the years ended December 31, 1994,
1993 and 1992, respectively. In 1993, operating expenses incurred by newer
centers increased without a corresponding increase in net revenues as patient
referrals at these centers were beginning to develop.
Response's laboratory and pharmacy expense, which represents the largest
component of operating expenses, increased $1.8 million, or 12%, in 1994 and $5
million, or 48%, in 1993. The increases are primarily due to pharmaceutical
supply expense related to physician sales in 1994 and 1993 and revenue growth
through new maturing centers in 1993. In addition, increases in salaries and
benefits from the hiring of center coordinators at hospital affiliate programs
and other operational personnel also contributed to the increase in operating
expenses in 1994. During 1993, expansion and maturation of the treatment
network resulted in increased salaries and benefits, medical director fees and
rent expense of approximately $4 million.
Response's general and administrative costs increased 48% in 1994 and 9% in
1993. Salaries and benefits represent the largest component of general and
administrative expenses. General and administrative costs as a percentage of
Response's revenues were 11% in 1994, 8% in 1993 and 9% in 1992. The increase
in 1994 is due to greater investments in the corporate infrastructure,
primarily medical and scientific management, during a period of minimal revenue
growth. The decrease in 1993 was the result of fixed expenses being spread
over a larger revenue base. Response believes that it has materially completed
its enhancements to corporate infrastructure and that general and
administrative costs as a percentage of net revenues will stabilize in 1995 and
begin to decline as more centers are opened.
Response's provision for doubtful accounts increased $58,000 in 1994 but
decreased $1.1 million during 1993. The provision as a percentage of net
revenue was 7% for 1994 and 1993 and 13% for 1992. The 1993 decrease is
attributable to insurance pre-approval procedures implemented during the fourth
quarter of 1992. This change provides important clarification of reimbursement
expectations for most patients prior to commencing their treatment.
Significant bad debt recoveries were also experienced during 1993. Response's
collection experience in 1994 and 1993 may not be maintainable in future
periods.
In 1992, Seafield acquired its second investment in a healthcare operating
subsidiary with the December purchase of a majority-ownership position in
Pyramid Diagnostic Services, Inc. (Pyramid). The original $4 million purchase
price included newly-issued shares, thereby providing expansion financing to
Pyramid. During 1993 and 1994, Seafield acquired additional ownership
positions in Pyramid. Pyramid's nine pharmacies distribute
radiopharmaceuticals and related services to nuclear medicine departments,
clinics and hospitals. Pyramid's revenue increased 100% in 1994 reflecting a
doubling in the number of pharmacies. Current plans are to concentrate on
increasing revenues at existing pharmacies until profitability is achieved.
Pyramid's long-term business plan is to continue to open pharmacies with a
minimum objective of fifteen pharmacies. See Note 1 of Notes to Consolidated
Financial Statements for additional information.
Other Segments
Seafield's oil and gas subsidiary contributed revenues of $3.1 million in 1994,
as compared to $4.7 million in 1993 and $3.4 million in 1992. After debt
retirements in 1993, Seafield's cash flow from oil and gas investments was
$800,000 in 1993 and $1.7 million in 1994. On January 1, 1993, Seafield
increased its ownership position from 50% to 79% in a real estate, personal
property, sales and use taxes consulting firm. Other revenues in 1994 included
$8.9 million by the tax consulting firm. Prior to 1993, this subsidiary was
accounted for by the equity method. See Note 1 of Notes to Consolidated
Financial Statements for additional information.
Other investments contributing earnings include venture capital and liquidity
investments. The return on short-term investments is included in the
investment income line in the consolidated statements of earnings. Investment
income totaled $2.9 million in 1994, $10.2 million in 1993 and $3.4 million in
1992. Investment income was lower in 1994 as a result of substantial,
nonrecurring capital gains recorded in 1993 on investment sales, and losses
recorded in 1994 on investments that were impacted by interest rate changes.
See Notes 1 and 9 of Notes to Consolidated Financial Statements for additional
investment information. The consolidated effective tax rates were primarily
impacted by tax benefits not available for subsidiary losses and goodwill
amortization.
Seafield has investments in two majority-owned entities that are publicly-
traded, LabOne and Response. At December 31, 1994, based on the market prices
of publicly-traded shares of these two subsidiaries, pretax unrealized gains of
approximately $116 million on these investments were not reflected in either
Seafield's book value or stockholders' equity.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1994 at the holding company level, Seafield had available for
operations approximately $29.8 million in cash and short-term investments with
an additional $6.2 million in long-term securities. Seafield utilized $13
million of its cash in January 1994 with the acquisition of 382,350 shares of
Seafield common stock as treasury stock. On a consolidated basis, Seafield and
its subsidiaries (primarily LabOne with $41 million) had $76.3 million in cash
and short-term investments at December 31, 1994. Current assets totaled
approximately $124.8 million while current liabilities totaled $19.8 million.
Net cash provided by continuing operations totaled $18.2 million in 1994, $18.9
million in 1993 and $22.9 million in 1992. The decreases primarily reflect the
reductions in LabOne's insurance testing revenues, as previously discussed.
During 1992, Seafield conducted a "Dutch Auction" tender offer to purchase up
to two million shares of Seafield stock. A total of 1,068,062 shares, about
14% of Seafield's stock outstanding prior to the tender offer, were purchased
and retired. Cash totaling $35.1 million was utilized to acquire the shares at
a cost of $32.90 per share including expenses of the transaction.
In August 1990, Seafield's board of directors rescinded a previous
authorization and passed a new authorization of up to $70 million for the
acquisition of Seafield and LabOne common stock. Up to $20 million of this
authorization could be utilized to purchase LabOne stock.
In January 1994, Seafield's board of directors approved an additional $8.4
million authorization necessary to complete an acquisition of 382,350 Seafield
shares for $13 million. During 1994, treasury stock issued for exercised
options totaled 56,998 shares. During 1993, Seafield retired 1,304,420 shares
being held as treasury shares.
In 1993, Seafield's board of directors approved an additional $5 million for
the purchase of LabOne's stock. In 1994, Seafield expended $722,000 to acquire
44,200 shares of LabOne stock resulting in a total of 1,462,200 shares of
LabOne's stock acquired under the board authorizations at a cost of $17.3
million. At December 31, 1994, the remaining aggregate authorization totals
$7.7 million.
Seafield is primarily a holding company. Sources of cash are investment income
and sales, borrowings and dividends from subsidiaries. The dividend paying
capabilities of subsidiaries may be restricted as to their transfer to the
parent company. The primary uses of cash for Seafield are investments,
subsidiary stock purchases and dividends to shareholders.
Seafield received a notice during 1992 of proposed adjustments from the
Internal Revenue Service (IRS) with respect to 1986-87 federal income taxes.
Later, the IRS determined to include 1988-90 as a part of its review. The
original amount of additional taxes proposed by the IRS was approximately $17
million for the period 1986-87. In addition, during the 1988-89 closing
conference, the IRS agreed to reverse some of the taxes for the 1986-87 years
by way of adjustments to 1988-89 years. Based upon conference with the IRS,
Seafield believes that the net amount of additional taxes to be assessed may be
less than $17 million for the four-year period under audit. Resolution of
these matters is not expected in 1995. The IRS has notified Seafield that a
1990 refund claim in the amount of $7.6 million will not be acted upon until
all years currently under examination are closed. Seafield believes it has
meritorious defenses to many of the issues raised by the IRS and adequate
accruals for income tax liabilities.
In 1988, LabOne's board of directors authorized up to $25 million to enter the
market from time to time for the purpose of acquiring shares of LabOne's common
stock. As of December 31, 1994, LabOne had acquired 2,099,235 shares at a
total cost of $22.7 million. There were no shares purchased during 1994.
LabOne paid quarterly dividends during 1994, 1993 and 1992. As an 82% owner,
Seafield received $7.7 million of cash as dividends from LabOne in 1994.
LabOne's working capital position remained steady at $48.6 million at year end
1994 and 1993. LabOne's cash and investments totaled $41 million at December
31, 1994 and LabOne expects to fund working capital needs, capital additions,
dividend payments and further treasury stock purchases, if any, from a
combination of cash reserves, cash flow and short-term borrowings. LabOne had
no short-term borrowings during 1994 and an unsecured $1 million line of credit
available for general corporate purposes with no debt restrictions.
During 1994, LabOne invested $3.4 million in additional property, plant, and
equipment while 1993's investment totaled $3.7 million. Of the $3.4 million
spent in 1994, approximately $1.8 million was for the diversification into the
clinical testing market. Additional investments in property, plant and
equipment in 1995 for general operating purposes and diversification into the
clinical testing market are not expected to exceed the amount spent in 1994.
Response's working capital at December 31, 1994 was $12.3 million with current
assets of $16.8 million and current liabilities of $4.5 million. Cash and cash
equivalents and short-term investments represent $3 million of Response's
current assets. As of December 31, 1994, Response has a $5 million revolving
bank line of credit secured by eligible accounts receivable. Primarily as a
result of enhanced collection of receivables, Response had no borrowings under
its line of credit as of December 31, 1994. The maximum outstanding during
1994 was $3.6 million.
On June 12, 1993, Response issued 2,117,887 shares of common stock pursuant to
a rights offering to its shareholders of record on March 12, 1993. Each
shareholder as of that date was issued a nontransferable right to purchase one
share of common stock for every ten shares owned. The purchase price was $2.75
per right, which was equal to 90% of the average closing price of the common
stock for the ten trading days immediately prior to the record date. Seafield
exercised 1,873,500 rights, its proportionate share. In addition, officers and
directors of Response exercised approximately 108,000 rights. Net proceeds to
Response amounted to $5.8 million.
Response had no material commitments for capital expenditures at December 31,
1994. Capital expenditures of $586,000 during the year ended December 31, 1994
were primarily associated with the expansion of Response's network of IMPACT
and hospital based centers. Response is committed to future minimum lease
payments under operating leases totaling $4.3 million for administrative and
operational facilities.
TRENDS
The following is LabOne's analysis of certain existing trends that have been
identified as potentially affecting future financial results. Due to the
potential for a rapid rate of change in any number of factors associated with
the insurance and clinical laboratory testing industries, it is difficult to
quantify with any degree of certainty LabOne's future volumes, sales or net
earnings.
In the last several years there has been a decline in the number of life
insurance policies issued. Additionally, a few states have enacted legislation
or regulations that have had the effect of reducing or eliminating the volume
of laboratory tests requested by medical insurers in those states. It is
likely that the trend will continue as more states enact legislation relating
to health care and medical insurance. If these trends continue, management
anticipates a decline in the number of insurance applicants tested by LabOne in
1995 as compared to 1994.
The insurance laboratory testing industry continues to be increasingly
competitive. The primary focus of the competition has been on pricing and
service. LabOne continues to maintain its market leadership by providing
quality products and services as competitive prices. During the fourth quarter
1994, LabOne initiated a price stabilization plan. The initial result of this
action was a slight increase in the average revenue per applicant. However,
management expects that prices may continue to decline during 1995 due to
competitive pressures.
During December 1994, the FDA gave premarket approval to Epitope, Inc., with
respect to its OraSure(registered trademark) specimen collection kit for oral
fluid HIV-1 antibody testing, as to which device LabOne has a supply and
distribution agreement with Epitope. This approval enables LabOne to resume
oral fluid HIV-1 antibody testing. Due to the lower collection expense
associated with the OraSure device, the potential exists for an expansion of
the testing market. Conversely, the device also has the potential to
cannibalize part of the existing blood and urine testing market. The net
impact of the approval of the OraSure device cannot be determined at this time.
LabOne entered the clinical and SAMHSA-certified substance-abuse testing
markets during 1994. LabOne continues to add new customers in both fields. A
significant amount of resources has been committed to this expansion. During
1994 LabOne opened 42 Patient Service Centers (PSC), which resulted in
additional operating expenses of approximately $0.8 million. Annual expenses
for these PSCs are estimated to be approximately $2.5 million. Expenditures
related to these fields are expected to increase during 1995. The expected
increase in revenue to be generated from these PSCs cannot be determined at
this time.
RECENT DEVELOPMENTS
Seafield announced on February 10, 1995 that it had retained Alex. Brown and
Sons Incorporated as financial advisor to assist the Company in considering
strategic alternatives to maximize shareholder value.
One alternative that the Company expects to pursue is a cash-option merger of
Seafield into LabOne. In this regard, the Company has made an initial
presentation to LabOne's board of directors. In such a merger, Seafield
shareholders may have the option of receiving cash as well as shares of LabOne.
Such a merger would likely be preceded by Seafield's distribution to
shareholders, or other disposition by Seafield, of its Response stock and other
assets. If a definitive agreement with LabOne is reached, it is anticipated
that such a merger would not occur until the early part of 1996 because of the
time required to complete anticipated asset sales as well as shareholder and
other approvals.
Seafield's board of directors also will consider other business combination
proposals that are presented to it. Seafield cautioned that there can be no
assurances that either a merger with LabOne or any other business combination
will occur.
NEW ACCOUNTING STANDARDS
Seafield adopted Financial Accounting Standards Board Statement No. 112 -
"Employer's Accounting for Postemployment Benefits" in the first quarter of
1994. The adoption of Statement No. 112 had no significant impact on
Seafield's financial position or results of operations.
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors
for Impairment of a Loan" is required to be implemented for the year ending
December 31, 1995. The adoption of this standard is not expected to have any
significant impact on Seafield's financial position or results of operations.
Statement of Financial Accounting Standards No. 119 "Disclosure About
Derivative Financial Instruments and Fair Value of Financial Instruments" was
implemented as of December 31, 1994 with no significant impact on Seafield's
financial position or results of operations.
No other recently issued accounting standards presently exist which will
require adoption in future periods.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Part III
ITEM 10. DIRECTORS OF THE REGISTRANT.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 11. EXECUTIVE COMPENSATION.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Cross Reference Sheet, "Documents Incorporated by Reference."
Cross Reference Sheet To Documents Incorporated By Reference PART III
Item 10. Directors and Executive Proxy Statement relating to Annual Meeting of
Officers of the Company Shareholders to be held May 17, 1995, under
the caption "Election of Directors - Nominees
and Directors whose terms expire in 1996 and
1997."
Item 11. Executive Compensation Proxy Statement relating to Annual Meeting of
Shareholders to be held May 17, 1995, under
the captions "Election of Directors -
Compensation of Executive Officers."
Item 12. Security Ownership of Proxy Statement relating to Annual Meeting of
Certain Beneficial Shareholders to be held May 17, 1995, under
Owners and Management the captions "Election of Directors -
Security Ownership of Management and Security
Ownership of Certain Beneficial Owners."
Item 13. Certain Relationships Proxy Statement relating to Annual Meeting of
and Related Shareholders to be held May 17, 1995, under
Transactions the caption "Election of Directors - Certain
Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Operations -
Years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Stockholders' Equity -
Years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows -
Years ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules*
II. Valuation and Qualifying Accounts and Reserves -
Years ended December 31, 1994, 1993 and 1992
III. Real Estate and Accumulated Depreciation - December 31, 1994
All other schedules are omitted because they are not applicable or the
information is given in the financial statements or notes thereto.
* Portions of Registrant's Proxy Statement for use in connection with the
Annual Meeting of Shareholders to be held on May 17, 1995 are incorporated
by reference into Part III of this report, if such Proxy Statement is filed
with the Securities and Exchange Commission on or before April 30, 1995. If
such Proxy Statement is not filed by such date, the information required to
be presented in Part III will be filed as an amendment to this report.
(3) Exhibits required by Item 601 of Regulation S-K (see Index to Exhibits
in paragraph (c) infra.)
(b) Reports on Form 8-K.
A Form 8-K current report dated December 30, 1994 was filed with the
Commission reporting under Other Events a news release regarding the
Registrant's announcement that LabOne was notified by Epitope, Inc. that
the FDA had approved the OraSure(registered trademark) oral specimen
collection device for use in detecting HIV-1 antibodies.
(c) Index to Exhibits (Exhibits follow the Schedules);
3.1 Registrant's Articles of Incorporation, as amended (filed as
Exhibit 3.1 to Amendment No. 1 to Registrant's Registration
Statement on Form S-4, filed April 8, 1988 (File No. 33-20298) and
incorporated herein by reference).
3.2 Amendment to Registrant's Articles of Incorporation, effective
May 15, 1991, (filed as Exhibit 3(b) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 (File No.
0-16946) and incorporated herein by reference).
3.3 Registrant's Bylaws, as amended (filed as Exhibit 3(c) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).
4.1 Form of Rights Agreement dated April 5, 1988, between Registrant
and Morgan Shareholder Services Trust Company, as Rights Agent
(filed as Exhibit 4.1 to Amendment No. 1 to Registrant's
Registration Statement on Form S-4, filed April 8, 1988 (File No.
33-20298) and incorporated herein by reference).
4.2 Form of Certificate of Serial Designation of Series A Preferred
Stock (filed as Exhibit 4.2 to Amendment No. 1 to Registrant's
Registration Statement on Form S-4, filed April 8, 1988, (File No.
33-20298) and incorporated herein by reference).
4.3 Amendment No. 1 to the Rights Agreement, dated November 14, 1988,
between Registrant and Morgan Shareholder Services Trust Company,
as Rights Agent (filed as Exhibit 1 to the Registrant's current
report on Form 8-K filed November 18, 1988 (File No. 0-16946) and
incorporated herein by reference).
4.4 Amendment No. 2 to the Rights Agreement, dated May 15, 1991,
between Registrant and First Chicago Trust Company of New York, as
Rights Agent (filed as Exhibit 4(d) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 (File No. 0-
16946) and incorporated herein by reference).
4.5 Notice and Agreement Respecting Removal of Rights Agent and
Appointment of Successor Rights Agent (filed as Exhibit 4(e) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 0-16946) and incorporated herein by
reference).
10.1 Registrant's 1984 Stock Option Incentive Plan, as amended (filed as
Exhibit 10(b) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990 (File No. 0-16946) and incorporated
herein by reference).**
10.2 Amendment to Registrant's 1984 Stock Option Incentive Plan,
effective August 17, 1992 (filed as Exhibit 10(b) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992
(File No. 0-16946) and incorporated herein by reference).**
10.3 Registrant's 1989 Stock Option and Incentive Plan (filed as Exhibit
28 to Registrant's Registration Statement on Form S-8 filed
April 17, 1989 (File No. 33-28150) and incorporated herein by
reference).**
10.4 Amendment to Registrant's 1989 Stock Option and Incentive Plan,
effective February 20, 1991 (filed as Exhibit 10(d) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990
(File No. 0-16946) and incorporated herein by reference).**
10.5 * Amendment to Registrant's 1989 Stock Option and Incentive Plan,
effective January 20, 1995.**
10.6 Registrant's 1991 Non-Employee Directors' Stock Option Plan and
form of Stock Option Agreement, effective May 15, 1991 (filed as
Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991 (File No. 0-16946) and incorporated
herein by reference).***
10.7 Amendment No. 1 to Registrant's 1991 Non-Employee Directors' Stock
Option Plan, dated November 10, 1993 (filed as Exhibit 10.6 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 File No. 0-16946) and incorporated herein by
reference).***
10.8 Registrant's Stock Purchase Plan, as amended (filed as Exhibit
10(e) to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 0-16946) and incorporated herein by
reference).***
10.9 Amendment to Registrant's Stock Purchase Plan, effective May 15,
1991 (filed as Exhibit 10(g) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 (File No. 0-16946) and
incorporated herein by reference).***
10.10 Amendment to Registrant's Stock Purchase Plan effective August 17,
1992 (filed as Exhibit 10(h) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 (File No. 0-16946) and
incorporated herein by reference).***
10.11 Supplemental Retirement Agreement between the Registrant and P.
Anthony Jacobs, President of Registrant (filed as Exhibit 10(i) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).**
10.12 Consulting Agreement, dated as of August 1, 1990, First Amendment
to Consulting Agreement, dated as of January 1, 1992, and Second
Amendment to Consulting Agreement, dated as of January 1, 1993,
each between the Registrant and W.D. Grant, director of the
Registrant (filed as Exhibit 10(j) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992 (File No. 0-16946)
and incorporated herein by reference).***
10.13 Form of Supplemental Retirement Agreement between the Registrant
and senior executive officers (filed as Exhibit 10(k) to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1992 (File No. 0-16946) and incorporated herein by
reference).**
10.14 Nonrecourse Promissory Note from William H. West, M.D., an
executive officer of Registrant, to Registrant and related Stock
Pledge Agreement, both dated July 21, 1992 (filed as Exhibit 10(l)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).
10.15 Form of Termination Compensation Agreement between the Registrant
and senior executive officers (filed as Exhibit 10(g) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 0-16946) and incorporated herein by
reference).**
10.16 * Form of Amendment No. 1 to Termination Compensation Agreement,
dated January 20, 1995, between the Registrant and senior executive
officers.**
10.17 Form of Indemnification Agreement between Registrant and its
directors and executive officers (filed as Exhibit 10(i) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989 (File No. 0-16946) and incorporated herein by
reference).
10.18 Services Agreement, dated January 1, 1993, among Registrant and
LabOne, Inc., relating to services and other matters among the
parties (filed as Exhibit 10.17 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 (File No. 0-16946)
and incorporated herein by reference).
10.19 1985 Stock Option Plan of Response Technologies, Inc., as amended
(filed as Exhibit 10(q) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992 (File No. 0-16946) and
incorporated herein by reference).**
10.20 1990 Non-Qualified Stock Option Plan of Response Technologies, Inc.
(filed as Exhibit 10(r) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992 (File No. 0-16946) and
incorporated herein by reference).**
10.21 Employment Agreement between Response Technologies, Inc. and
William H. West, MD, dated January 1, 1992 (filed as Exhibit
10(s) to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).**
10.22 Long-Term Incentive Plan of LabOne, Inc., approved May 16, 1991
with amendments adopted May 21, 1993 and November 9, 1993 (filed as
Exhibit 10.21 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-16946) and incorporated
herein by reference).**
10.23 * LabOne's Stock Plan for non-employee directors.***
10.24 * LabOne's Annual Incentive Plan.**
10.25 Employment Agreement between LabOne, Inc. and Bert H. Hood, dated
August 5, 1993 and amended November 9, 1993 (filed as Exhibit 10.22
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 0-16946) and incorporated herein by
reference).**
10.26 Promissory Note Agreement between LabOne, Inc. and Bert H. Hood
dated September 7, 1994 (filed as Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1994 (File No. 0-16946) and incorporated herein by reference).
10.27 * Amendment to Employment Agreement between LabOne, Inc. and
Bert H. Hood, dated December 31, 1994.**
11 Statement regarding computation of per share earnings - see Note l
of Notes to Consolidated Financial Statements, "Earnings Per
Share."
13 Annual Report to Shareholders for the year ended December 31, 1994
- To be furnished.
21 Subsidiaries of Registrant (reference is made to Item 1 hereof).
23 * Consents of KPMG Peat Marwick LLP with respect to Forms S-8.
27 Financial Data Schedule - as filed electronically by the Registrant
in conjunction with this 1994 Form 10-K.
99 Proxy Statement for Annual Shareholders meeting to be held May 17,
1995 - To be furnished.
* These documents may be obtained by stockholders of Registrant upon written
request to: Seafield Capital Corporation, P.0. Box 410949, Kansas City,
Missouri 64141.
** Management Compensatory Plan
*** Non-Management Director Compensatory Plan
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SEAFIELD CAPITAL CORPORATION
By: /s/ W. Thomas Grant II
-----------------------------
W. Thomas Grant II
Title: Chairman, Chief Executive
Officer and Director
Date: March 17, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons who serve Registrant in
the capacities and on the dates indicated.
By: /s/ P. Anthony Jacobs By: /s/ James R. Seward
----------------------------- -----------------------------
P. Anthony Jacobs James R. Seward
Title: President, Chief Title: Executive Vice President,
Operating Officer Chief Financial Officer
and Director and Director
Date: March 17, 1995 Date: March 17, 1995
By: /s/ Steven K. Fitzwater By: /s/ Michael E. Herman
----------------------------- -----------------------------
Steven K. Fitzwater Michael E. Herman
Title: Vice President, Chief Title: Director
Accounting Officer and
Secretary
Date: March 17, 1995 Date: March 17, 1995
By: /s/ David Kemper By: /s/ W. D. Grant
----------------------------- -----------------------------
David Kemper W. D. Grant
Title: Director Title: Director
Date: March 17, 1995 Date: March 17, 1995
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seafield Capital Corporation:
We have audited the consolidated financial statements of Seafield Capital
Corporation and subsidiaries as listed in Item 14(a)(1). In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedules as listed in Item 14(a)(2). These consolidated
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements and financial statement schedules based
on our audits. We did not audit the 1992 financial statements of Response
Technologies, Inc., a 59% owned subsidiary, which statements reflect revenues
constituting 25% of Seafield's 1992 consolidated revenues.
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 and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Seafield Capital Corporation and
subsidiaries at December 31, 1994 and 1993, and the results of their operations
and their cash flows for each of the years in the three year period ended
December 31, 1994, in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
As discussed in Note 10 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 109 "Accounting for Income Taxes" in
1992.
KPMG Peat Marwick LLP
Kansas City, Missouri
February 17, 1995
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ------------------------------------------------------------------------------
December 31, 1994 1993
- ------------------------------------------------------------------------------
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 8,626 15,491
Short-term investments 67,631 80,069
Accounts and notes receivable 32,871 32,296
Current income tax receivable 2,311 1,325
Deferred income taxes 1,766 1,621
Other current assets 10,813 8,924
Current assets of discontinued real
estate operations 747 336
---------------------
Total current assets 124,765 140,062
Property, plant and equipment 24,981 27,767
Investments:
Securities 6,725 8,274
Notes receivable 1,298 1,394
Oil and gas 5,998 8,381
Intangible assets 29,318 33,178
Deferred income taxes 1,715 (723)
Other assets 1,323 2,977
Non-current assets of discontinued real
estate operations 49,264 52,260
---------------------
$ 245,387 273,570
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,475 6,746
Notes payable 2,823 4,571
Other current liabilities 9,513 9,552
---------------------
Total current liabilities 19,811 20,869
Notes payable 8 18
Other liabilities 3,439 4,197
---------------------
Total liabilities 23,258 25,084
---------------------
Minority interests 21,196 22,816
---------------------
Stockholders' equity:
Preferred stock of $1 par value.
Authorized 3,000,000 shares; none issued -- --
Common stock of $1 par value.
Authorized 24,000,000 shares; issued 7,500,000 shares 7,500 7,500
Paid-in capital 1,002 1,007
Equity adjustment from foreign currency translation (561) (350)
Retained earnings 223,169 235,583
---------------------
231,110 243,740
Less cost of 1,121,739 shares of treasury stock
(1993-766,755) 30,177 18,070
---------------------
Total stockholders' equity 200,933 225,670
---------------------
Commitments and contingencies
---------------------
$ 245,387 273,570
=====================
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(in thousands except
per share amounts)
REVENUES
Insurance services $ 67,199 74,803 80,034
Healthcare services 45,134 40,882 27,870
Other 11,945 14,182 3,428
----------------------------------
Total revenues 124,278 129,867 111,332
COSTS AND EXPENSES
Insurance services 30,951 33,728 38,422
Healthcare services 45,073 37,203 23,902
Other 11,780 14,882 3,766
Selling, general and administrative 40,767 36,923 36,252
----------------------------------
Earnings (loss) from operations (4,293) 7,131 8,990
Investment income - net 2,889 10,197 3,358
Other income (expense) 67 (2,388) 192
----------------------------------
Earnings (loss) before income taxes (1,337) 14,940 12,540
----------------------------------
Taxes on income (benefits):
Current 2,486 9,373 6,708
Deferred (1,806) (2,382) (1,217)
----------------------------------
Total 680 6,991 5,491
----------------------------------
Earnings (loss) before minority interests (2,017) 7,949 7,049
Minority interests (145) 2,331 2,881
----------------------------------
Earnings (loss) from continuing operations (1,872) 5,618 4,168
Loss from discontinued real
estate operations (2,904) -- (7,214)
Gain on disposal of discontinued
insurance operations -- -- 4,265
Cumulative effect to January 1, 1992
of change in method of accounting
for income taxes -- -- 3,352
----------------------------------
NET EARNINGS (LOSS) $ (4,776) 5,618 4,571
==================================
Per share of common stock:
Earnings (loss) from
continuing operations $ (.29) .82 .55
Loss from discontinued real
estate operations (.46) -- (.95)
Gain on disposal of discontinued
insurance operations -- -- .56
Cumulative effect of accounting change -- -- .44
----------------------------------
NET EARNINGS (LOSS) $ (.75) .82 .60
==================================
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
- ------------------------------------------------------------------------------
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(in thousands)
Common stock:
Balance, beginning of year $ 7,500 8,804 9,872
Retirement of stock -- (1,304) (1,068)
----------------------------------
Balance, end of year 7,500 7,500 8,804
----------------------------------
Paid-in capital:
Balance, beginning of year 1,007 644 438
Exercise of stock options (5) 363 206
----------------------------------
Balance, end of year 1,002 1,007 644
----------------------------------
Foreign currency translation:
Balance, beginning of year (350) (438) 172
Net change during year (211) 88 (610)
----------------------------------
Balance, end of year (561) (350) (438)
----------------------------------
Retained earnings:
Balance, beginning of year 235,583 275,944 314,407
Net earnings (loss) (4,776) 5,618 4,571
Dividends declared* (7,638) (8,059) (8,965)
Retirement of stock -- (37,920) (34,069)
----------------------------------
Balance, end of year 223,169 235,583 275,944
----------------------------------
Less treasury stock:
Balance, beginning of year 18,070 56,948 57,406
Shares purchased (1994-411,982;
1993-80,537; 1992-1,235,925) 14,047 2,998 40,460
Shares issued (1994-56,998;
1993-107,617; 1992-214,240) (1,940) (2,652) (5,781)
Shares retired (1993-1,304,420;
1992-1,068,062) -- (39,224) (35,137)
----------------------------------
Balance, end of year 30,177 18,070 56,948
----------------------------------
STOCKHOLDERS' EQUITY $ 200,933 225,670 228,006
==================================
*Dividends per share amounted to $1.20 in 1994, 1993 and 1992.
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
Year Ended December 31, 1994 1993 1992
- -------------------------------------------------------------------------------
(in thousands)
OPERATING ACTIVITIES
Earnings (loss) from continuing operations $ (1,872) 5,618 4,168
Adjustments to reconcile earnings (loss) from
continuing operations to net cash provided
by continuing operations:
Depreciation and amortization 15,099 19,621 18,325
Earnings applicable to minority interests (145) 2,331 2,881
Change in short-term trading portfolio, net 3,714 -- --
Change in accounts receivable 1,856 (7,912) (2,699)
Change in accounts payable 1,643 1,250 1,066
Income taxes and other, net (2,126) (1,959) (839)
-----------------------------
Net cash provided by continuing operations 18,169 18,949 22,902
-----------------------------
INVESTING ACTIVITIES
Purchases of investments (2,206) (17,604) (13,799)
Sales or maturities of investments 4,913 20,599 13,216
Proceeds of securitization 4,000 19,000 --
Additions to property, plant and equipment, net (5,445) (5,689) (6,959)
Oil and gas investments (914) (55) (2,007)
Short-term investments 515 (11,025) (3,737)
Purchase of stock in consolidated subsidiaries (722) (2,365) (3,350)
Net cash provided (used) by discontinued
real estate operations (2,023) 10,520 22,029
Net proceeds from discontinued insurance
operations -- -- 12,800
Other, net (1,085) (642) (2,151)
-----------------------------
Net cash provided (used) by
investing activities (2,967) 12,739 16,042
-----------------------------
FINANCING ACTIVITIES
Borrowings (payments) under line of
credit agreements, net (1,725) (6,891) 5,615
Proceeds from long-term debt 59 168 --
Payment of principal on long-term debt (98) (3,843) (2,262)
Payment of capital lease (367) -- --
Dividends paid (7,638) (8,059) (8,965)
Purchase of treasury stock/tender offer (12,952) -- (35,137)
Issuance of common stock 840 17 664
-----------------------------
Net cash used by financing activities (21,881) (18,608) (40,085)
-----------------------------
Effect of foreign currency translation (186) 165 (570)
-----------------------------
Net increase (decrease) in cash and
cash equivalents (6,865) 13,245 (1,711)
Cash and cash equivalents at beginning of year 15,491 2,246 3,957
-----------------------------
Cash and cash equivalents at end of year $ 8,626 15,491 2,246
=============================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 273 539 685
=============================
Income taxes, net $ 1,965 5,726 6,274
=============================
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1994, 1993 and 1992
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Seafield Capital Corporation (Seafield or the Company) and all majority-owned
subsidiaries and joint ventures. Investments with ownerships of 20% to 50% are
accounted for by the equity method.
Two publicly-traded subsidiaries are included in the consolidated financial
statements of Seafield. LabOne, Inc. (LabOne) was formerly Home Office
Reference Laboratory, Inc. and is 82% owned. Response Technologies, Inc.
(Response) is 59% owned.
All significant intercompany transactions have been eliminated in
consolidation. Certain 1993 and 1992 amounts have been reclassified for
comparative purposes with no effect on net earnings.
In 1992, Seafield's board of directors approved a plan for the discontinuance
of real estate operations. In 1994, an additional after-tax loss of $2.9
million was recorded for a sales contract signed in January 1995. See Note 13
for additional information on discontinued real estate operations.
In 1992, Seafield finalized the sale of the remaining interest in its former
insurance subsidiary. Insurance operations have been presented separately as
discontinued operations in the consolidated financial statements. See Note 13
for additional information on discontinued insurance operations.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include demand deposits in banks and overnight
investments that are stated at cost which approximates market value.
INVESTMENT SECURITIES
Investment securities consist of certificates of deposit, equity securities,
debt securities and debt obligations of the U. S. government and state and
political subdivisions. Short-term investments are securities with maturities
of less than one year.
The classification of debt and equity securities as trading, available for sale
or held to maturity is made at the time of purchase. Trading securities are
stated at fair value and unrealized holding gains and losses are included in
income. Securities which are classified as available for sale are stated at
market value. Securities which the Company has the intent and ability to hold
to maturity are stated at cost.
The Company calculates the fair value of financial instruments using
appropriate market information and valuation methodologies. The additional
fair value information is included in the notes to the financial statements
when it is different than the stated value of those financial instruments.
When the fair value approximates the stated value, no additional disclosure is
made.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost with depreciation provided
over its useful life. Upon sale or retirement, the costs and related
accumulated depreciation are eliminated from the accounts. Any resulting gains
or losses are included in the determination of net earnings. See Note 4 for
additional information on depreciation.
OIL AND GAS INVESTMENTS
The Company's oil and gas investments are accounted for using the full cost
method. All costs incurred in acquisition and development are capitalized.
Depletion is computed on the units of production method based on all proved
reserves. All general operating costs are expensed as incurred.
INTANGIBLE ASSETS
Patents, antibodies, antigens and nicotine screening processes are recorded as
intangible assets at their acquisition cost. These assets are amortized on a
straight-line basis over their estimated remaining lives, except for patents
which are amortized over 184 months at date of acquisition.
Goodwill is recorded at acquisition as the excess of cost over fair value of
net assets acquired and is being amortized on a straight-line basis over
appropriate periods up to twenty years. The amortization may be accelerated if
it becomes reasonably evident that the cost of the goodwill will not be fully
recovered.
ACQUISITIONS
In December 1992, the Company acquired 51% of a radiopharmaceutical company.
The balance sheet of this subsidiary was included in the Company's Consolidated
Balance Sheet at December 31, 1992. On January 1, 1993, the Company increased
its ownership of a property tax consulting subsidiary from 50% to 79%. Prior
to 1993, this subsidiary was accounted for by the equity method. The proforma
consolidated revenues, including these two subsidiaries, would have been $122
million for 1992. The results of operations for these subsidiaries are not
material in relation to the Company's consolidated financial statements and
additional proforma financial information has therefore not been presented.
FEDERAL INCOME TAXES
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" required a change from the deferred method of accounting for income
taxes of APB Opinion 11 to the asset and liability method of accounting for
income taxes. Under the asset and liability method of Statement 109, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates was recognized in
income in the period that includes the enactment date.
Effective January 1, 1992, the Company adopted Statement 109 and recognized the
cumulative effect of the change in accounting method of $3.4 million as income
in the Consolidated Statement of Operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 112 "Employer's Accounting for
Postemployment Benefits" was implemented in 1994. The adoption of this
standard had no significant impact on the Company's financial position or
results of operations.
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors
for Impairment of a Loan" is required to be implemented for the year ending
December 31, 1995. The adoption of this standard is not expected to have any
significant impact on the Company's financial position or results of
operations.
Statement of Financial Accounting Standards No. 119 "Disclosure About
Derivative Financial Instruments and Fair Value of Financial Instruments" was
implemented as of December 31, 1994 with no significant impact on the Company's
financial position or results of operations.
EARNINGS PER SHARE
Earnings per share of common stock are based on the weighted average number of
shares of common stock outstanding and the common share equivalents of dilutive
stock options: 1994 - 6,374,952, 1993 - 6,847,559, and 1992 - 7,589,043.
NOTE 2 - BENEFIT PLANS
Effective January 1, 1991, Seafield and certain subsidiaries established a
savings plan qualifying under Section 401(k) of the Internal Revenue Code and a
money purchase pension plan. All full-time employees who have worked 500 hours
within the first six months of employment are eligible to participate in the
plans. After the first 12-month period, eligibility is measured on a plan-year
basis.
Participants in the 401(k) plan may contribute 2% to 10% of annual
compensation. Seafield and the participating subsidiaries contribute for each
participant an amount equal to 50% of the participant's contribution. A
participant is immediately fully vested with respect to the participant's
contributions. A participant is 100% vested with respect to the companies'
contributions after five years of service. Both the participants' and the
companies' contributions are invested by the trustees of the plan at the
direction of the participants in any one or more of six investment funds, one
of which is a Seafield Stock Fund. The matching contributions made by Seafield
and the participating subsidiaries amounted to $91,000 for 1994, $87,000 for
1993 and $71,000 for 1992.
The money purchase pension plan is a defined contribution plan under which
Seafield and the participating subsidiaries contribute a percentage of a
participant's annual compensation. The companies contribute an amount equal to
7% of base compensation up to the maximum social security wage base ($60,600 in
1994, $57,600 in 1993 and $55,500 in 1992) and 12.7% of earnings in excess of
this amount up to an annual limit ($150,000 in 1994, $235,840 in 1993 and
$228,860 in 1992). Participants become 100% vested after five years of
service, normal retirement at age 65, or in the event of disability or death
while employed by the companies. Contributions to this plan by Seafield and
the participating subsidiaries are estimated to be $252,000 for 1994, and were
$225,000 for 1993 and $139,000 for 1992.
Seafield has a stock purchase plan which is open to all non-employee directors
of the Company, employees of the Company and participating subsidiaries who are
designated by the chairman of the board. The directors may contribute an
amount equal to all or part of their directors' compensation. The designated
employees may contribute the lesser of 10% of their salary or $30,000. The
Company matches each participant's contribution at a rate of 50%. Seafield
common stock is purchased on the open market each month and each participant
receives as many shares as the participant's contribution, plus the Company's
matching contribution, will purchase. No employees are presently designated to
participate. The matching contributions made by Seafield amounted to $40,000,
$44,000 and $51,000 for the years ended December 31, 1994, 1993 and 1992,
respectively.
LabOne, Response and certain other subsidiaries maintain profit sharing plans
qualifying under Section 401(k) of the Internal Revenue Code. LabOne also has
a defined contribution plan. These subsidiaries contributed $1,666,000,
$1,702,000 and $1,444,000 to the plans for the years ended December 31, 1994,
1993 and 1992, respectively.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Seafield received a notice during 1992 of proposed adjustments from the
Internal Revenue Service (IRS) with respect to 1986-87 federal income taxes.
Later, the IRS determined to include 1988-90 as a part of its review. The
original amount of additional taxes proposed by the IRS was approximately $17
million for the period 1986-87. In addition, during the 1988-89 closing
conference, the IRS agreed to reverse some of the taxes for the 1986-87 years
by way of adjustments to 1988-89 years. Based upon conference with the IRS,
Seafield believes that the net amount of additional taxes to be assessed may be
less than $17 million for the four-year period under audit. Resolution of
these matters is not expected in 1995. The IRS has notified Seafield that a
1990 refund claim in the amount of $7.6 million will not be acted upon until
all years currently under examination are closed. Seafield believes it has
meritorious defenses to many of the issues raised by the IRS and adequate
accruals for income tax liabilities.
A lawsuit was initiated in 1986 by Seafield's former insurance subsidiary
against an architectural and engineering firm and a construction firm to
recover costs incurred to remove and replace the facade on the former home
office building. Because the costs had been incurred prior to any discussions
regarding a sale of the insurance subsidiary, Seafield negotiated with the
buyer for an assignment of the cause of action from the insurance subsidiary.
Thus, any recovery will be for the benefit of Seafield and all costs incurred
in connection with the litigation will be paid by Seafield. Any ultimate
recovery will be recognized as income when received and would be subject to
income taxes. In September 1993, the Missouri Court of Appeals reversed a $5.7
million judgment granted in 1992 in favor of Seafield; the Court of Appeals
remanded the case to the trial court for a jury trial limited to the question
of whether or not the applicable statute of limitations barred the claim. The
Appeals Court also set aside $1.7 million of the judgment originally granted in
1992. A new trial is not expected before late 1995.
In 1988, a lawsuit was initiated against Seafield's former insurance subsidiary
by its former partners in the Quail Run real estate project in Santa Fe, New
Mexico. The plaintiffs alleged that the project partnership agreement was
improperly terminated, thus denying them an ongoing interest in the project,
and the loss of their exclusive real estate brokerage arrangement. The
plaintiffs were seeking approximately $11 million in actual damages and
unspecified punitive damages based upon alleged breaches of contract and
fiduciary duty and economic compulsion. After a trial in July 1994, the jury
returned a verdict absolving Seafield of any liability. Subsequent to the
trial, the judge awarded Seafield approximately $250,000 in connection with
marketing expenses which the plaintiffs were to have repaid. Plaintiffs have
appealed all judgments against them. The appeal will likely be heard by mid-
1995. Because the Quail Run project was retained by Seafield in connection
with the sale of its former insurance subsidiary, Seafield defended the lawsuit
under an indemnification arrangement with the purchaser of the former insurance
subsidiary; all costs incurred and any judgments rendered in favor of the
plaintiff will be for the account of Seafield.
In 1990, Seafield's former insurance subsidiary was joined in an existing
lawsuit by the Federal Deposit Insurance Corporation (FDIC) as successor to
Sunbelt Service Corporation. The FDIC alleged that the insurance subsidiary
was obligated under a repurchase agreement in the approximate amount of $6
million. Following a mediation proceeding, all claims involving Seafield were
dismissed with prejudice by order of the court signed in February 1994.
In the opinion of management, after consultation with legal counsel and based
upon current available information, none of these lawsuits is expected to have
a material adverse impact on the consolidated financial position or results of
operations of Seafield.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT AND ACCOUNTS AND NOTES RECEIVABLE
A summary of property, plant and equipment is as follows:
Rate of December 31,
Depreciation 1994 1993
------------------------------------
(In thousands)
Property, plant and equipment 5% - 33% $ 67,930 65,083
Less accumulated depreciation 42,949 37,316
-----------------
$ 24,981 27,767
=================
A summary of accounts and notes receivable is as follows:
December 31,
1994 1993
-----------------
(In thousands)
Accounts receivable $ 37,228 36,694
Notes receivable 1,578 1,585
Allowance for doubtful accounts (4,637) (4,589)
-----------------
34,169 33,690
Less current portion 32,871 32,296
-----------------
$ 1,298 1,394
=================
Interest rates on notes receivable were 5% to 9% in 1994 and 1993. Included in
notes receivable are loans to officers of subsidiaries aggregating $650,000 at
December 31, 1994. The notes, with interest rates of 6.74% and 7.75%, are due
in 1995 and 1996.
NOTE 5 - SECURITIZATION OF RECEIVABLES
In July 1993, a 95% owned subsidiary of Seafield entered into an extendable
two-year agreement whereby it can sell undivided interests in a designated pool
of accounts receivable on an ongoing basis. The maximum allowable amount of
receivables to be sold was increased by amendment in August 1994 from $22
million to $30 million, subject to voluntary reduction by the seller to a
minimum of $12 million. As collections reduce accounts receivable in the pool,
the purchaser permits the subsidiary to apply such collections to additional
purchases up to the maximum. The subsidiary had securitized receivables of $23
million at December 31, 1994 and $19 million at December 31, 1993. The net
cash proceeds are reported as an investing activity in the accompanying
Consolidated Statements of Cash Flows. The securitized receivables are
reflected as a reduction of accounts receivable in the accompanying
Consolidated Balance Sheets. The proceeds from the initial sale of receivable
interests were used to retire bank debt and subordinated debts to Seafield and
the subsidiary's chief executive officer.
The subsidiary did not record a gain or loss on the sales as the costs of
receivables sold approximated the proceeds. Receivables of $2.8 million and
$2.3 million at December 31, 1994 and 1993, respectively, are subordinated to
undivided interests sold in the event of defaults or delinquencies with respect
to the underlying receivables. A default reserve is required for the greater
of 12% of the accounts receivable sold or an amount set forth by a formula
based on preceding months' default ratios. The subsidiary continues to service
the securitized receivables for which it receives a servicing fee.
NOTE 6 - SEGMENT DATA
The following table shows segment information from continuing operations:
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
REVENUES:
Insurance services $ 67,199 74,803 80,034
Healthcare services 45,134 40,882 27,870
Other 11,945 14,182 3,428
----------------------------------
Total revenues $ 124,278 129,867 111,332
==================================
OPERATING EARNINGS (LOSS):
Insurance services $ 8,966 15,441 17,844
Healthcare services (5,272) 158 255
Other (1,041) (3,145) (1,505)
Investment and miscellaneous income 1,594 8,470 1,803
Corporate expense (5,284) (5,738) (5,643)
Interest expense (300) (246) (214)
----------------------------------
Earnings (loss) before income taxes
and minority interests (1,337) 14,940 12,540
Income taxes (680) (6,991) (5,491)
Minority interests 145 (2,331) (2,881)
----------------------------------
Earnings (loss) from continuing
operations $ (1,872) 5,618 4,168
==================================
IDENTIFIABLE ASSETS:
Insurance services $ 99,301 101,945 114,591
Healthcare services 35,683 41,067 28,418
Net assets of discontinued operations 50,011 52,596 65,128
Other 60,392 77,962 72,377
----------------------------------
Total identifiable assets $ 245,387 273,570 280,514
==================================
Operating earnings are revenues less expenses other than corporate and interest
expense, net of intersegment transactions. Depreciation and amortization
amounts for 1994, 1993 and 1992 were $11,836,000, $16,474,000 and $15,484,000,
respectively. Goodwill amortization for 1994, 1993 and 1992 was $3,263,000,
$3,147,000 and $2,841,000, respectively. In January 1994, approximately $13
million of the $78 million other identifiable assets was used to purchase
382,350 shares of Seafield common stock from an institutional shareholder in a
single transaction. Capital expenditures and depreciation and amortization
expense for the significant segments are as follows:
1994 1993 1992
----------------------------------
(In thousands)
Insurance services:
Capital expenditures $ 2,030 1,877 3,243
==================================
Depreciation and amortization $ 6,547 9,255 9,899
==================================
Healthcare services:
Capital expenditures $ 3,194 3,606 2,477
===================================
Depreciation and amortization $ 2,761 2,014 1,118
===================================
NOTE 7 - INCENTIVE STOCK OPTION PLAN
Seafield has three Stock Option Plans which provide for Qualified and
Nonqualified Stock Options, Stock Appreciation Rights (SAR's) and restricted
stock awards to key employees and directors. The plans entitle the grantee to
purchase shares at prices ranging from 75% to 110% of the fair market value at
date of grant during terms up to ten years. SAR's may be issued in tandem with
stock options and entitle the holder to elect to receive the appreciated value
in cash. Restricted stock awards are rights to receive or retain shares in
payment of compensation earned or to be earned. During 1994, restricted stock
awards of 41,998 shares became vested and were issued. Restricted stock awards
totaled 60,604 shares at December 31, 1994. The following presents a summary
of stock options activity for the three years ended December 31, 1994:
Number of Option
Shares Price
- ------------------------------------------------------------------------------
Outstanding December 31, 1991 1,084,953 $ 21.500 - 43.250
Granted 4,500 29.000 - 29.000
Exercised 324,240 21.500 - 31.000
Terminated or forfeited 11,500 21.500 - 31.000
-----------------------------------
Outstanding December 31, 1992 753,713 21.500 - 43.250
Granted 33,500 32.000 - 34.875
Exercised 107,617 21.500 - 31.000
Terminated or forfeited 46,335 21.500 - 43.250
-----------------------------------
Outstanding December 31, 1993 633,261 21.500 - 34.875
Exercised 56,998 28.000 - 31.000
Terminated or forfeited 1,000 31.000 - 31.000
-----------------------------------
Outstanding December 31, 1994 575,263 21.500 - 34.875
===================================
Options for 552,422 shares were exercisable at December 31, 1994 and 130,000
shares were available to be awarded. The difference between the per share
exercise price and the average cost per share of the treasury stock issued for
stock options exercised decreased paid-in capital by $5,000 in 1994 and
increased paid in capital by $363,000 in 1993. Additionally, Seafield
maintains a Stock Purchase Plan under which each participant's contribution is
matched at a rate of 50%. Seafield common stock is purchased on the open
market each month. Of the 100,000 shares registered under this plan, 69,528
shares were eligible for issuance at December 31, 1994.
NOTE 8 - LEASE COMMITMENTS
Seafield and subsidiaries lease office space, equipment, land and buildings
under various, noncancelable leases that expire over the next several years.
Rental expense for these leases during 1994, 1993 and 1992 amounted to
$3,868,000, $3,038,000 and $1,985,000, respectively.
Future minimum lease payments under these agreements as of December 31, 1994
are as follows:
Year Amount
-----------------------
1995 $ 3,366,000
1996 2,925,000
1997 2,192,000
1998 1,191,000
1999 702,000
Thereafter 910,000
NOTE 9 - INVESTMENT SECURITIES
A summary of investment securities information relating to quoted market values
and holding gains and losses at December 31, 1994 and 1993 is in the following
table. At December 31, 1994, securities totaling $67.7 million will mature
within one year and securities totaling $6.7 million will mature between one
and five years.
Amount at
Which
Amortized Market Shown in
Cost Value Balance Holding Holding
Sheet Gains Losses
- -------------------------------------------------------------------------------
(In thousands)
December 31, 1994
- -----------------
Trading
- -------
U.S. treasury
securities fund $ 15,488 15,273 15,273 -- (215)
Obligations of states
and political
subdivisions 10,259 10,181 10,181 -- (78)
Common stock 14,625 13,317 13,317 -- (1,308)
Corporate bonds 1,063 963 963 -- (100)
Money market
instruments 14,061 14,061 14,061 -- --
--------------------------------------------------------
$ 55,496 53,795 53,795 -- (1,701)
========================================================
Available for Sale
- ------------------
Common stock $ 2,701 3,861 2,701 1,160 --
Preferred stock 3,515 3,515 3,515 -- --
--------------------------------------------------------
$ 6,216 7,376 6,216 1,160 --
========================================================
Held to Maturity
- ----------------
U.S. treasury
securities $ 3,031 3,069 3,031 38 --
Obligations of states
and political
subdivisions 7,888 7,916 7,888 35 (7)
Canadian government
notes 3,326 3,326 3,326 -- --
Certificate of
deposit 100 100 100 -- --
--------------------------------------------------------
$ 14,345 14,411 14,345 73 (7)
========================================================
December 31, 1993
- -----------------
Trading
- -------
U.S. treasury
securities fund $ 13,643 13,644 13,644 29 (28)
Common stock 8,188 8,650 8,650 462 --
Money market
instruments 26,839 26,839 26,839 -- --
--------------------------------------------------------
$ 48,670 49,133 49,133 491 (28)
========================================================
Available for Sale
- ------------------
Common stock $ 3,243 4,614 3,243 1,567 (196)
Preferred stock 3,515 3,515 3,515 -- --
--------------------------------------------------------
$ 6,758 8,129 6,758 1,567 (196)
========================================================
Held to Maturity
- ----------------
U.S. treasury
securities $ 17,237 17,235 17,237 -- (2)
Obligations of states
and political
subdivisions 12,885 12,980 12,885 95 --
Canadian government
notes 2,230 2,230 2,230 -- --
Certificate of
deposit 100 100 100 -- --
--------------------------------------------------------
$ 32,452 32,545 32,452 95 (2)
========================================================
Seafield has investments in two majority-owned entities that are publicly-
traded. At December 31, 1994, based on the market prices of publicly traded
shares of these two subsidiaries, pretax unrealized gains of approximately $116
million ($18.12 per share) on these investments were not reflected in either
Seafield's book value or stockholders' equity.
NOTE 10 - INCOME TAXES
Seafield and those subsidiaries which are eligible file a consolidated U.S.
federal income tax return. Prior to consolidation in Seafield's federal income
tax return, various subsidiaries generated taxable losses of approximately $6.5
million. These net operating loss carryforwards could only be utilized against
future taxable income of the corporation which generated the loss. However, in
1992, $4.1 million of these losses were reattributed to Seafield upon the
disposition of the stock of the former employee benefits consulting services
subsidiary. In 1994 and 1993, Seafield utilized approximately $1.1 million and
$1.6 million of these reattributed losses, thereby reducing income tax expense
by $389,000 and $534,000, respectively. The remainder of these net operating
loss carryforwards will begin to expire in the year 2006.
During 1993 and 1992, Response utilized approximately $1,374,000 and $1,156,000
of available federal net operating loss carryforwards resulting in a tax
benefit of $522,000 and $439,000, respectively. Response is not included in
Seafield's consolidated federal income tax return. Response has remaining
federal net operating loss carryforwards of approximately $5.4 million which
are limited by the Internal Revenue Code and are available to offset only
$475,000 of taxable income per year. These limited federal net operating
losses are available annually until 2005. Response also has approximately
$2,421,000 of federal net operating loss carryforwards which are not limited as
to their utilization. These begin to expire in 2005.
The components of the provision (benefit) for income taxes on income from
continuing operations are as follows:
- ------------------------------------------------------------------------------
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
Current:
Federal $ 1,244 6,638 4,388
State 473 1,424 1,350
Foreign 769 1,311 970
----------------------------------
2,486 9,373 6,708
----------------------------------
Deferred:
Federal (1,674) (1,867) (944)
State 73 (426) (180)
Foreign (205) (89) (93)
----------------------------------
(1,806) (2,382) (1,217)
----------------------------------
$ 680 6,991 5,491
==================================
Earnings (loss) before income taxes:
Domestic $ (2,440) 12,281 10,410
Foreign 1,103 2,659 2,130
----------------------------------
$ (1,337) 14,940 12,540
==================================
The reconciliation of income tax attributable to continuing operations computed
at federal statutory tax rates to income tax expense is as follows:
- ------------------------------------------------------------------------------
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
Computed expected tax expense $ (454) 5,079 4,264
State income taxes, net of federal benefit 348 806 772
Goodwill amortization 1,087 1,070 987
Tax exempt interest and dividends (302) (201) (503)
Tax benefits not available for
subsidiary losses 1,063 156 282
Other, net (799) 530 (262)
Utilization of federal net operating loss (389) (768) (201)
Foreign tax in excess of U.S. rate 126 319 152
----------------------------------
Actual income tax expense $ 680 6,991 5,491
==================================
Effective rate (51)% 47% 44%
The significant components of deferred income tax assets and liabilities as of
December 31, 1994, 1993 and 1992 are as follows:
- ------------------------------------------------------------------------------
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
Current deferred income tax assets (liabilities):
Valuation allowance on stock investments $ 661 255 --
Allowance on accounts
receivable 1,008 994 715
Excess book expense accruals 877 629 402
Excess book accrued legal fees -- 572 --
Excess book partnership expenses -- 57 109
Other 35 (164) --
Federal net operating loss carryforwards 43 -- --
State net operating loss carryforwards 8 80 70
----------------------------------
Gross current deferred income tax assets 2,632 2,423 1,296
Current valuation allowance (866) (802) (616)
----------------------------------
Net current income tax assets 1,766 1,621 680
----------------------------------
Non-current deferred tax assets (liabilities):
Valuation allowances on investments 19 19 531
Excess book (tax) expense accruals 321 326 185
Excess book (tax) accrued legal fees -- 27 --
Excess book (tax)partnership expenses 244 (37) (256)
Excess book (tax) oil and gas expenses 449 210 (1,273)
Excess book (tax) depreciation and
amortization 900 (51) (797)
Alternative minimum tax credit 188 127 --
Other (90) (1,216) (4,837)
Federal net operating loss carryforwards 4,102 3,868 5,284
State net operating loss carryforwards 1,304 1,062 463
----------------------------------
Gross non-current deferred
income tax assets 7,437 4,335 (700)
Valuation allowance for non-current
deferred income tax assets (5,722) (5,058) (5,714)
----------------------------------
Net non-current deferred
income tax assets (liabilities) 1,715 (723) (6,414)
----------------------------------
Net deferred income tax
assets (liabilities) $ 3,481 898 (5,734)
==================================
The valuation allowance as of January 1, 1992 was approximately $7,255,000.
The valuation allowance increased during 1994 by approximately $728,000 and
decreased by $470,000 and $925,000 during 1993 and 1992, respectively.
NOTE 11 - INTANGIBLE ASSETS
The cost and accumulated amortization of intangible assets are as follows:
December 31, 1994 1993
- -------------------------------------------------------------------------------
(In thousands)
Goodwill - excess of cost over fair value
of net assets acquired $ 43,571 43,191
Less accumulated amortization 16,297 13,034
--------------------
27,274 30,157
--------------------
Laboratory patent, antibodies, antigens,
and nicotine screens 11,845 11,845
Less accumulated amortization 10,062 9,541
--------------------
1,783 2,304
--------------------
Other intangible assets 1,300 2,328
Less accumulated amortization 1,039 1,611
--------------------
261 717
--------------------
Intangible assets, net of accumulated amortization $ 29,318 33,178
====================
Any excess of the cost over the fair value of the net assets purchased is being
amortized on a straight line basis over 5 to 20 years. The laboratory patent
process is being amortized over 184 months from date of acquisition while
antibodies, antigens, and nicotine screens are being amortized over their
estimated remaining useful lives.
NOTE 12 - NOTES PAYABLE
Notes payable are as follows:
December 31, 1994 1993
- -------------------------------------------------------------------------------
Maturities Maturities Maturities Maturities
Due Within Due After Due Within Due After
One Year One Year One Year One Year
----------------------------------------------
(In thousands)
Prime + 1% line of credit,
secured by accounts receivable
of $12,400,000 $ -- -- 2,420 --
Prime line of credit, secured
by accounts receivable
of $1,964,000 2,475 -- 2,030 --
Prime + 1 1/2% line of credit
secured by accounts receivable
of $1,241,000 268 -- -- --
Other 80 8 121 18
---------------------------------------------
$ 2,823 8 4,571 18
=============================================
Maturities of notes and mortgages payable at December 31, 1994, aggregate
$2,823,000 in 1995 and $8,000 thereafter. Line of credit agreements totaled
$11 million at December 31, 1994 and expire in 1995. Available borrowings
under these agreements amounted to $8,257,000. Affiliates' debt at December
31, 1994 totaled $701,000, of which $208,000 was nonrecourse and $493,000 arose
under lines of credit. The Consolidated Statements of Operations include
interest expense totaling $309,000, $527,000, and $587,000 in 1994, 1993 and
1992, respectively. The weighted average interest rate on borrowings
outstanding for 1994, 1993 and 1992 was 8.82%, 6.57% and 6.35%, respectively.
NOTE 13 - DISCONTINUED OPERATIONS
Operations of Discontinued Real Estate Segment
In 1992, Seafield's board of directors approved a plan to discontinue real
estate operations. As a result of this decision, a $6 million after-tax loss
provision for estimated write-downs and costs through final disposition was
included in the discontinued real estate's 1992 loss. An additional after-tax
loss of $2.9 million was recorded in the fourth quarter of 1994 to reflect the
signing of a contract for the sale of Texas land. The remaining real estate
assets will be sold as soon as practicable.
A summary of discontinued real estate operations follows:
Year ended December 31, 1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
Revenues $ 11,991 18,320 34,768
===================================
Loss $ (4,400) -- (10,808)
Income tax benefits (1,496) -- (3,594)
-----------------------------------
Net loss $ (2,904) -- (7,214)
===================================
Net Assets of Discontinued Real Estate Segment
A summary of the net assets of the discontinued real estate operations follows:
December 31, 1994 1993
- ------------------------------------------------------------------------------
(In thousands)
Assets
Current assets $ 956 953
Real estate 38,584 38,053
Other non-current assets 13,555 15,360
--------------------
Total assets 53,095 54,366
-------------------
Liabilities
Current liabilities 209 617
Non-current liabilities 2,875 1,153
--------------------
Total liabilities 3,084 1,770
--------------------
Net Assets $ 50,011 52,596
====================
At December 31, 1994, real estate debt totaled $9.9 million, of which $6.4
million was recourse debt.
Operations of Discontinued Insurance Segment
Seafield finalized the sale of its remaining 5% interest in a former insurance
subsidiary in June 1992 and received $12.8 million resulting in an after-tax
gain of $4.3 million. The shares representing the 5% interest had been pledged
to serve as collateral under the mortgage guaranty provision contained in a
1990 sales agreement for 95% of the subsidiary. Concurrent with the sale of
the final 5% interest, Seafield was released from mortgage guarantees which
originally totaled approximately $16 million.
NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized 1994 quarterly financial data is as follows:
Mar. 31, Jun. 30, Sep. 30, Dec. 31,
Quarter Ended 1994 1994 1994 1994
- -------------------------------------------------------------------------------
(In thousands except per share amounts)
Revenues $ 29,550 30,934 31,557 32,237
========================================
Earnings (loss) from
continuing operations $ 648 47 (1,745) (822)
Loss from discontinued real
estate operations -- -- -- (2,904)
----------------------------------------
Net earnings (loss) $ 648 47 (1,745) (3,726)
========================================
Per share:
Earnings (loss) from
continuing operations $ .10 .01 (.27) (.12)
Loss from discontinued real
estate operations -- -- -- (.46)
----------------------------------------
Net earnings (loss) $ .10 .01 (.27) (.58)
========================================
Dividends paid per share $ .30 .30 .30 .30
========================================
Stock prices:
High $ 41 1/4 40 1/2 38 1/4 37 1/4
Low $ 33 1/2 38 1/2 35 1/2 30 3/4
Summarized 1993 quarterly financial data is as follows:
Mar. 31, Jun. 30, Sep. 30, Dec. 31,
Quarter Ended 1993 1993 1993 1993
- -------------------------------------------------------------------------------
(In thousands except per share amounts)
Revenues $ 31,106 32,342 33,651 32,768
========================================
Net earnings $ 872 909 1,285 2,552
========================================
Net earnings per share $ .13 .13 .19 .37
========================================
Dividends paid per share $ .30 .30 .30 .30
========================================
Stock prices:
High $ 35 3/4 31 1/2 35 1/4 39 1/2
Low $ 29 29 3/4 30 1/2 33
See Note 13 of Notes to Consolidated Financial Statements for a description of
discontinued operations which affected the results of operations for the
quarters shown above. Quarterly earnings per share amounts may not add to the
annual earnings per share amounts due to the effect of common stock equivalents
and the timing of treasury stock purchases and net earnings.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts and Reserves
- -------------------------------------------------------------------------------
Additions
-----------------
Charged Charged
Balance at to Costs to Other Balance at
Beginning and Accounts- End of
Description of Year Expenses Describe Deductions* Year
- -------------------------------------------------------------------------------
(In thousands)
Year ended December 31, 1994
Accounts and notes receivable -
allowance for
doubtful accounts $ 4,589 2,671 -- 2,623 4,637
Year ended December 31, 1993
Accounts and notes receivable -
allowance for
doubtful accounts 2,385 3,068 -- 864 4,589
Year ended December 31, 1992
Accounts and notes receivable -
allowance for
doubtful accounts 1,493 3,695 -- 2,803 2,385
* Uncollectible accounts written-off
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
December 31, 1994
(Page 1 of 2)
Costs Capitalized Gross Amount
Initial Cost Subsequent At Which Carried
to Company to Acquisition at December 31, 1994
----------------- ----------------- ----------------------
Buildings & Buildings &
Improve- Improve- Carrying Improve-
Description Land ments ments Costs Land ments Total
- ----------------------------------- ----------------- ----------------------
(In thousands)
Land Investments/
Developments:
Houston, TX $ 6,158 49 983 1,553 4,608 -- 4,608
Tulsa, OK 754 -- -- 754 754
Ft Worth, TX 11,501 -- 91 -- 11,587 -- 11,587
Ft Worth, TX 3,886 -- -- -- 3,886 -- 3,886
Ft Worth, TX 2,770 -- -- 42 2,812 -- 2,812
Ft Worth, TX 4,633 -- -- -- 4,633 -- 4,633
Ft Worth, TX 1,000 -- -- -- 1,000 -- 1,000
Olathe, KS 3,292 -- -- -- 3,292 -- 3,292
Parking:
Reno, NV -- 5,277 19 -- -- 5,296 5,296
Residential:
Juno Beach, FL 8,400 -- 23,997 2,240 640 3,541 4,181
Juno Beach, FL 5,340 -- 6,402 418 582 853 1,435
Santa Fe, NM 4,576 -- 55,607 15,614 1,705 23,664 25,369
--------------------------------------------------------------
$ 52,310 5,326 87,099 19,867 35,499 33,354 68,853
======================================================
Reserves (29,188)
-------
Net real estate before depreciation 39,665
Accumulated depreciation (1,081)
-------
Net real estate $ 38,584
=======
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
December 31, 1994
(Page 2 of 2)
Date
Accum. Tax of Date Depr.
Description Reserves Depr. Basis Constr. Acquired Life
- ------------------------------------------------------------------------------
(In thousands)
Land Investments/
Developments
Houston, TX 890 -- 4,386 -- 1974 --
Tulsa, OK 272 -- 754 -- 1980 --
Ft Worth, TX 6,281 -- 11,249 -- 1986 --
Ft Worth, TX 3,402 -- 3,886 -- 1986 --
Ft Worth, TX 2,412 -- 1,932 -- 1984 --
Ft Worth, TX 3,913 -- 2,203 -- 1989 --
Ft Worth, TX 750 -- 1,000 -- 1986 --
Olathe, KS -- -- 3,103 -- 1991 --
Parking:
Reno, NV 1,500 1,081 4,752 -- 1989 20 years
Residential:
Juno Beach, FL 4,100 -- 1,262 1985 1983 --
Juno Beach, FL -- -- 2,081 1989 1983 --
Santa Fe, NM 5,668 -- 19,519 1987 1985 --
-----------------------
29,188 1,081 56,127
=======================
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
Reconciliation Between Years
A) Reconciliations of total real estate carrying value for the three years
ended December 31, 1994 are as follows:
1994 1993 1992
- ------------------------------------------------------------------------------
(in thousands)
Balance at beginning of year $ 38,921 46,346 79,151
Additions during year:
Improvements 11,689 7,014 4,444
Consolidate joint venture 3,292 -- --
----------------------------------
53,902 53,360 83,595
Deductions during year:
Value of real estate sold 9,837 14,439 28,249
Provision for loss on sale of
real estate 4,400 -- 9,000
----------------------------------
14,237 14,439 37,249
----------------------------------
Balance at end of year $ 39,665 38,921 46,346
==================================
B) Reconciliations of accumulated depreciation for the three years ended
December 31, 1994 are as follows:
1994 1993 1992
- ------------------------------------------------------------------------------
Balance at beginning of year $ 868 655 1,115
Additions during year - depreciation 213 213 257
----------------------------------
1,081 868 1,372
Deductions during year - accumulated
depreciation of real estate sold -- -- 717
----------------------------------
Balance at end of year $ 1,081 868 655
==================================
Exhibit 10.5
AMENDMENT TO
SEAFIELD CAPITAL CORPORATION
1989 STOCK OPTION AND INCENTIVE PLAN
Effective January 20, 1995
RESOLVED, that Section 8 of the Company's 1989 Stock Option and Incentive Plan
be, and it hereby is, amended by adding thereto the following new section 8.5:
8.5 Subject to the second sentence of this Section 8.5, the Committee may
change the date as of which any outstanding Restricted Stock Award vests (i.e.,
the date upon which all restrictions on the issuance of Shares pursuant to said
Award lapse). Notwithstanding the foregoing sentence, the Committee may not (a)
change the vesting date of an outstanding Restricted Stock Award to a date
later than the date set forth in the written instrument evidencing such Award
without the consent of the holder of such Award, (b) change the final vesting
date of an outstanding Restricted Stock Award to a date earlier than the first
anniversary of the date of grant, and (c) make any change respecting the
vesting of Restricted Stock Awards which has the effect of changing or causing
the lapse of any restrictions other than those relating only to the passage of
time.
Exhibit 10.16
AMENDMENT NO. l
TO
TERMINATION COMPENSATION AGREEMENT
This Amendment is made the 20th day of January, 1995, among Seafield Capital
Corporation (formerly named BMA Corporation), a Missouri corporation (the
"Corporation") and the Corporation officer whose name is set forth at the end
of this Amendment (the "Officer").
WHEREAS, the Corporation and the Officer are parties to a Termination
Compensation Agreement, dated January 27, 1990 (the "Agreement") providing for
certain severance compensation and benefits to the Officer in the event his
employment with the Corporation is terminated under specified circumstances
within three years after a "change of control," as defined in the Agreement;
and
WHEREAS, on the date of this Amendment, the Nominating and Compensation
Committee of the Corporation's Board of Directors (the "Committee") waived the
time vesting requirements for portions of a certain restricted stock award (the
"Restricted Stock Award") granted to the Officer on August 9, 1991, thereby
accelerating the dates upon which such portions of the Restricted Stock Award
time vest from the date determined by reference to the instrument evidencing
such Award (i.e., October 12, 1995 and October 12, 1996) to the date hereof,
subject to certain conditions; and
WHEREAS, one condition to such acceleration was that the Agreement be amended
to provide that the amounts of compensation and benefits payable thereunder
would not be affected because time vesting dates of portions of the Restricted
Stock Award have been accelerated from later in 1995 and in 1996 to the date
hereof; and
WHEREAS, the other condition to such acceleration was that the Agreement be
further amended to provide that amounts of compensation and benefits payable
under the Agreement would be reduced by the amount of any dividends paid or
declared on shares of the Corporation's common stock issued on the date hereof
as a result of such acceleration of vesting, between the date hereof and the
original time vesting dates;
NOW, THEREFORE, in order to fulfill the aforementioned conditions established
by the Committee, the parties to the Agreement hereby agree to amend the
Agreement as follows:
1. The calculation of lump sum compensation under the Agreement shall be
modified such that henceforth in calculating such payment, (a) there shall be
excluded from the Officer's gross income for 1995 one-half of the value, as of
the date hereof, of the shares of restricted stock which became time vested on
the date hereof, because the Committee accelerated vesting, but which would
have time vested at a later date had the Committee not accelerated vesting, and
(b) there shall be added to the Officer's gross income for 1996 one-half of the
value, as of the date hereof, of the shares of restricted stock, but for the
acceleration of time vesting occurring this date, would have time vested at a
later date. For purposes of this Amendment, the "value" of shares of restricted
stock shall be the amount includable in the Officer's gross income as a result
of the Committee's acceleration of the time vesting date for such shares.
2. The amount of the lump sum payment payable under the Agreement, after giving
effect to the modifications to the manner of calculating such payment provided
for in Section 1 of this Amendment, shall be reduced by the aggregate amount of
dividends paid or declared during the Acceleration Period on those shares (the
"Accelerated Shares") of the Corporation's common stock issued to the Officer
as a result of the Committee's action in accelerating to the date hereof the
time vesting of certain portions of the Restricted Stock Award. For purposes of
this Amendment, the term "Acceleration Period" shall mean the period commencing
on the date hereof and ending, as to one-half of the Accelerated Shares, on
October 12, 1995, and as to the other one-half of the Accelerated Shares , on
October 12, 1996.
Except as amended, modified or changed pursuant to the provisions of this
Amendment, all terms and provisions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, this Amendment is signed by or on behalf of the parties
hereto on the date first above written.
SEAFIELD CAPITAL CORPORATION
(formerly named BMA Corporation)
By:_____________________________
W. Thomas Grant, II,
Chairman of the Board and
Chief Executive Officer
OFFICER
________________________________
EXHIBIT 10.23
HOME OFFICE REFERENCE LABORATORY, INC.
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose.
The purpose of the Home Office Reference Laboratory, Inc. Stock Plan
for Non-Employee Directors (the "Plan") is to provide eligible Directors of
Home Office Reference Laboratory, Inc. ("HORL") with an additional proprietary
interest in HORL's success and progress by granting them a portion of their
annual retainer fees in shares of HORL common stock ("Shares").
2. Administration.
The Plan shall be administered, construed and interpreted by a
committee (the "Committee") which shall consist of not less than three members
of the Board of Directors of HORL who are not eligible to receive grants under
Section 4 of the Plan.
3. Shares Subject to the Plan.
The total number of Shares which may be granted under the Plan shall
not exceed 100,000 shares, subject, however, to adjustment as provided in
Section 7 hereof. The Shares granted under the Plan may be either authorized
but unissued Shares or treasury Shares.
4. Eligibility.
All members of the Board of Directors of HORL who are not employees
of HORL or any of its subsidiaries or affiliates shall be eligible to
participate in the Plan (the "Eligible Directors"). Such persons shall cease
to be Eligible Directors at the time that their membership on the Board of
Directors of HORL terminates.
5. Compensation for Services.
Each person who is an Eligible Director of HORL shall receive as
compensation for his services $500 for each meeting of the Board of Directors
and Committee of the Board of Directors attended, plus reimbursement for
reasonable expenses incurred in attending such meetings. Each person who is an
Eligible Director of HORL on the first business day of June of each year shall
also receive as compensation for his services an annual retainer fee of (a)
$5,000 in cash and (b) a grant of a number of Shares having a value equal to
$10,000, based upon the average of the closing prices of the Shares on the last
five business days of May of each year. Each Director appointed by the Board
of Directors to fill a vacancy or a newly created directorship resulting from
any increase in the authorized number of Directors as of any date other than
the date of the annual meeting of the stockholders of HORL shall receive a
proportionate share of the foregoing cash payment of $5,000 and a proportionate
grant of a number of Shares having a value equal to $10,000, based upon the
average of the closing prices of the Shares on the last five business days of
the month of his appointment as a Director of HORL, which shall be determined
by multiplying such amounts by a fraction (i) the numerator of which shall be
the number of full or partial months such Director is scheduled to be serve
between the date of his election as a Director and the month during which the
next succeeding annual meeting of the stockholders of HORL is scheduled to be
held, and (ii) the denominator of which shall be twelve. Any fractional share
which may be issuable pursuant to this Section 5 shall be rounded to the
nearest whole share.
6. General Restrictions.
Each grant of Shares under the Plan shall be subject to the
requirement that if at any time HORL shall determine that (a) the listing,
registration or qualification of the Shares upon any securities exchange or
under any state or federal law, or (b) the consent or approval of any
regulatory body, or (c) any agreement by the recipient of a grant with respect
to the disposition of the Shares, is necessary or desirable as a condition of
or in connection with such grant of Shares, such grant shall not be made until
such listing, registration, qualification, consent, approval, or agreement
shall have been effected or obtained free of any conditions not acceptable to
HORL. Neither HORL nor its directors or officers nor the Committee shall have
any obligation or liability to any Eligible Director with respect to which the
grant or issuance of such Shares shall not be effected because of any such
restriction.
7. Adjustments.
In the event of a recapitalization, stock split, stock dividend,
combination or exchange of Shares, merger, consolidation, rights offering,
separation, reorganization or liquidation, or any other similar change in the
corporate structure of HORL or the Shares, the Committee may make such
equitable adjustments to prevent dilution or enlargement of rights in the
number and class of Shares authorized to be granted hereunder as the Committee
in its absolute discretion may deem appropriate.
8. Amendment of the Plan.
The Board of Directors may terminate, amend, modify or suspend the
Plan at any time, provided that the Board may not, without the approval of a
majority of the outstanding Shares of HORL, increase the total number of Shares
which may be granted under the Plan or the number of Shares which may be
granted to any Eligible Director (other than increases pursuant to Section 7
hereof), or change the requirements as to eligibility for participation in the
Plan. The provisions of the Plan that determine the eligibility requirements
for participation and the amount, price and timing of grants of Shares shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended (the "Code"), the
Employee Retirement Income Security Act ("ERISA"), or the rules promulgated
thereunder.
9. Miscellaneous.
(a) Nothing in the Plan shall be deemed to create any obligation on
the part of the Board of Directors to nominate any Director for reelection by
the stockholders of HORL.
(b) Until the issuance of stock certificates, no right to vote or
receive dividends or any other right as a shareholder of HORL shall exist with
respect to the grant of Shares pursuant to the Plan.
(c) None of the benefits under the Plan are subject to the claims of
creditors of Eligible Directors or their beneficiaries, nor are they subject to
attachment, garnishment or any other legal process. Neither an Eligible
Director nor such Eligible Director's beneficiaries may assign, sell, transfer,
borrow on or otherwise encumber any beneficial interest in the Plan, other than
transfers by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order, as defined by the Code, ERISA or the rules
promulgated thereunder.
(d) For purposes of this Plan, a "subsidiary" means any person or
organization more than 50% of whose outstanding voting securities is owned by
HORL, and an "affiliate" means any person or organization that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, HORL.
10. Effective Date.
The Plan shall become effective upon adoption by the Board of
Directors of HORL, subject to the approval by the holders of a majority of the
outstanding Shares at the 1992 annual meeting of the stockholders of HORL.
Exhibit 10.24
LabOne Annual Incentive Plan
The Annual Incentive Plan was revised in 1994 to meet the objective of
motivating and rewarding the accomplishment of strong operating results. An
after-tax return on equity minimum is established at the beginning of the
fiscal year by the Compensation Committee, which minimum is then expressed as a
net income threshold. No incentive payments are made if the minimum net income
threshold is not met. This net income threshold emphasizes the areas on which
management can have the greatest impact: revenue and expenses. The incentive
pool is established as an increase in percentage of net income earned by
LabOne, Inc. over the minimum threshold. Approximately ninety percent of the
incentive pool generated by reaching the target is distributed in cash ratably
to designated officers and managers at year end based on a weighting of
positions and base salaries. The remaining ten percent is distributed to
outstanding performers within the eligible group based on the recommendation of
the CEO to the Compensation Committee.
Exhibit 10.27
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT ("Amendment"), made and entered into this 31st day of
December, 1994, by and between LabOne, Inc. ("LabOne") and BERT H. HOOD
("Officer");
WITNESSETH:
WHEREAS, LabOne and Officer are parties to an Employment Agreement, dated
August 5, 1993, as amended November 9, 1993 (the "Agreement"); and
WHEREAS, the parties desire to further amend the Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Subsection (iv) of the third sentence of Section 9.1(d) of the
Agreement is hereby amended by deleting said Subsection (iv) as the same now
appears and substituting therefor the following:
"... (iv) HORL's (now LabOne's) earnings from operations (excluding
investment income and provision for income taxes) determined in
accordance with generally accepted accounting principles (excluding
extraordinary, unusual or non-recurring gains or losses), shall be
less than $9,200,000 for any fiscal year, or such higher amount as
the parties may agree to in writing."
2. This Amendment shall become effective upon approval of the Amendment
by LabOne's Board of Directors.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
LABONE, INC.
By:_______________________________
Gregg R. Sadler,
Executive Vice President
COMPANY
_______________________________
BERT H. HOOD
OFFICER
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors Seafield Capital Corporation
We consent to incorporation by reference in the Registration Statements
(Nos.33-20298 and 33-28150) on Form S-8 of Seafield Capital Corporation of our
report dated February 17, 1995 relating to the consolidated balance sheets of
Seafield Capital Corporation and subsidiaries as of December 31, 1994 and 1993,
and the related consolidated statements of operations, stockholders' equity and
cash flows and related schedules for each of the years in the three-year period
ended December 31, 1994, which report appears in the December 31, 1994 annual
report on Form 10-K of Seafield Capital Corporation.
KPMG Peat Marwick LLP
Kansas City, Missouri
March 17, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-K for the period ending December 31, 1994 and is qualified in its entirety by
reference to such 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 8,626
<SECURITIES> 67,631
<RECEIVABLES> 37,228
<ALLOWANCES> 4,637
<INVENTORY> 0
<CURRENT-ASSETS> 124,765
<PP&E> 67,930
<DEPRECIATION> 42,949
<TOTAL-ASSETS> 245,387
<CURRENT-LIABILITIES> 19,811
<BONDS> 0
<COMMON> 7,500
0
0
<OTHER-SE> 193,433
<TOTAL-LIABILITY-AND-EQUITY> 245,387
<SALES> 0
<TOTAL-REVENUES> 124,278
<CGS> 0
<TOTAL-COSTS> 128,571
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,671
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,337)
<INCOME-TAX> 680
<INCOME-CONTINUING> (1,872)
<DISCONTINUED> (2,904)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,776)
<EPS-PRIMARY> (.75)
<EPS-DILUTED> 0<F1>
<FN>
<F1>Computation not applicable.
</FN>
</TABLE>
