<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15 (d) OF THE
---
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 0-19803
ALLEGIANT PHYSICIAN SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1774324
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 Northridge Rd., Suite 500
Atlanta, GA 30350
(Address of principal executive offices including Zip Code)
(770) 643-5555
(Registrant's telephone number, including area code)
N/A
(Former name, former address, phone number and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X .
-------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
CLASS OUTSTANDING AT June 30, 1996
- -------------------- ----------------------------
Common Stock, $.001 par value 24,245,519 Shares
<PAGE>
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I. FINANCIAL INFORMATION
- -----------------------------------
<S> <C>
Item 1. Financial Statements
Consolidated Condensed Statements of Operations 3
Consolidated Condensed Balance Sheets 4
Consolidated Condensed Statements of Cash Flows 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
- -----------------------------
Item 1. Legal Proceedings 11
Item 3. Defaults Upon Senior Securities 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 14
- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
"ALLEGIANT PHYSICIAN SERVICES, INC. & SUBSIDIARIES"
Consolidated Condensed Statements of Operations
- --------------------------------------------------------------------------------
Three Months Ended
"March 31,"
--------------------------------
1996 1995
--------------- --------------
<S> <C> <C>
Net revenue $12,542 $16,445
--------------- --------------
Direct costs and other operating expenses:
Contract labor and other direct expenses 9,629 10,810
Provision for bad debts 1,610 2,081
Other 2,510 2,678
Total expenses 13,749 15,569
--------------- --------------
Operating income (loss) (1,207) 876
Net interest expense (1,091) (389)
--------------- --------------
Income (loss) before income taxes (2,298) 487
Income tax expense -- --
--------------- --------------
Net income (loss) ($2,298) $487
=============== ==============
Earnings (loss) per share: ($0.15) $0.04
Weighted average shares outstanding 15,515 13,137
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
<PAGE>
"ALLEGIANT PHYSICIAN SERVICES, INC. & SUBSIDIARIES"
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
(000s omitted) March 31, December 31,
1996 1995
----------- ------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $751 $1,784
Accounts receivable, net of allowance for doubtful accounts
of $5,141 and $5,570 in 1996 and 1995 1,016 1,468
Other current assets 1,263 1,029
----------- -----------
Total current assets 3,030 4,281
----------- -----------
Property and Equipment, net of accumulated depreciation of $1,788 and
$1,641 in 1996 and 1995, respectively 1,633 1,746
Capitalized software, net of accumulated amortization of $330,300
and $220,200 in 1996 and 1995, respectively 1,983 1,894
Deposits and other assets 1,347 1,467
----------- -----------
$7,993 $9,388
=========== ===========
LIABILITIES AND STOCKHOLDERS' INVESTMENT (DEFICIT)
Current Liabilities:
Short-term borrowings and current portion of long-term obligations $11,770 $10,403
Accounts payable 4,644 4,757
Accrued salaries and contract costs 2,543 2,589
Billings in excess of contract costs 1,457 1,548
Other accrued expenses 2,333 2,890
----------- -----------
Total current liabilities 22,747 22,187
----------- -----------
Long-term Obligations:
Long-term debt and capital lease obligations 1,661 1,637
Redeemable Common Stock 318 393
Stockholders' Investment (Deficit): (16,733) (14,829)
----------- -----------
$7,993 $9,388
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
<PAGE>
"ALLEGIANT PHYSICIAN SERVICES, INC. & SUBSIDIARIES"
Consolidated Condensed Statements of Cash Flows
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
"For the Three Months Ended March 31,
-------------------------------------
1996 1995
--------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($2,298) $487
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 279 185
Changes in assets and liabilities:
Accounts receivable, net" 452 (733)
Prepaid expenses and other (42) 210
Other assets (32) (118)
payable (113) 171
Accrued expenses (602) (405)
Deposits and other current liabilities (13) (949)
Net cash used in continuing operations (2,369) (1,152)
--------- ----------
Net cash used in discontinued operations -- (2,095)
--------- ----------
Net cash used in operating activities (2,369) (3,247)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions, net (56) (131)
Capitalized software (199) (222)
Long-term note receivable to affiliate (242) --
Net cash used in investing activities (497) (353)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuances of common stock -- 2,050
Repurchase of redeemable common stock (75) --
Net short-term and long-term borrowings (repayments)
and capital lease obligations 1,908 1,690
Related party borrowing -- --
Net cash provided by financing activities 1,833 3,740
--------- ----------
Net increase in cash and cash equivalents (1,033) 140
Cash and cash equivalents at beginning of period 1,784 267
Cash and cash equivalents at end of period $751 $407
========= ==========
Cash paid during the period for:
Interest $951 $571
Income taxes $ -- $2
========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
<PAGE>
Notes to Consolidated Condensed Financial Statements
March 31, 1996 and 1995
Note A - Summary of Significant Accounting Policies
The interim financial statements presented herein reflect all adjustments that
are, in the opinion of management, necessary to fairly state the interim
financial statements presented, such adjustments being of a normal recurring
nature. Operating results for the interim periods presented are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996. The interim statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December 31,
1995. Certain reclassifications have been made to prior year's amounts to
conform to the 1996 presentation.
Note B - Short-Term Borrowings and Long-Term Debt
In February and March 1994, the Company entered accounts receivable funding
agreements with a private healthcare accounts receivable finance company. Under
these agreements, the finance company purchases with recourse and the Company
sells, on a weekly basis, the Company's eligible healthcare accounts receivable,
net of contractual adjustments, collection reserves and subsequent collections.
In June 1995, the Company entered into a separate agreement with this finance
company with the same terms as previously noted. No gain or loss is recognized
on these transactions. The Company paid a 1.5% commitment fee and pays interest
at 9.5% per annum on the net outstanding purchased accounts receivable balance
until such accounts receivable are collected. The outstanding balances of
uncollected purchased accounts receivable under both agreements totaled
approximately $23.0 million, net of amounts the finance company withheld from
the Company as reserves at March 31, 1996. As of March 31, 1996, the finance
company has advanced to the Company an additional $8.5 million. This additional
funding represents funding in excess of the contractual requirements of the
accounts receivable funding agreements and is secured by approximately 2.8
million of the Company's unregistered stock. This additional funding places the
Company in default of the contractual requirements of the accounts receivable
funding agreements.. This amount has been classified as short-term debt at
March 31, 1996.
In September 1994, the Company signed a three-year promissory note agreement
with a financial broker to provide up to $2.0 million for working capital
purposes, as lenders' funds are available. No principal payments are required
for three years, but the Company may prepay the notes at any time at a premium
up to 15%. As of March 31, 1996, outstanding borrowings totaled $1.8 million,
net of additional fees of $314,000. Interest is payable monthly at the prime
rate plus 2%. The promissory notes are secured by 5.9 million shares of the
Company's unregistered common stock. The Company is required to provide the
lender with 300% market value to loan balance coverage as determined at each
month-end. Events of default, which require cure by prepayment or otherwise
within two business days after notice of default, include, among other things,
the untimely payment of monthly interest and a drop in the Company's stock price
below $0.62 per share. At March 31, 1996, the Company was in default because the
Company's common stock has been trading below $0.62 per share. The Company has
not been officially notified of this default which is required by the note
agreements. The Company has classified the notes as short-term borrowings.
Note C - Contingencies
In April and May 1995, the Company issued an aggregate of 500,000 shares of
common stock to two corporations affiliated with a California physician in
return for promissory notes from these corporations aggregating $1 million. The
notes were due on April 30 and June 30, 1995 and were guaranteed by the
physician. In June 1995, the Company received information that the physician
had pledged the 500,000 shares to a broker/dealer to secure financing and that
the broker/dealer asserted title to the shares pursuant to the pledge. The
Company instructed its transfer agent not to permit a transfer of the shares.
The $1 million in promissory notes guaranteed by the physician have not been
paid and on August 28, 1995 the Company filed a civil action against the
physician and his related corporations for default under the note agreements and
related guaranties. The physician, on December 22, 1995, filed a cross-
complaint against the Company for, among other things, fraud and breach of
contract. On April 9, 1996, the broker/dealer filed legal action against the
physician and his related corporations for fraud and securities fraud, and
against the Company for certain violations of the related state's Uniform
Commercial Code.
<PAGE>
There is no assurance, however, that the Company will be able
to collect the notes in whole or in part. Certain facts and events, in the near
term, could change the Company's current valuation that the stock subscription
receivable is collectible.
During the fourth quarter of 1994, the Company filed in the Superior Court of
the State of California, County of Los Angeles, an action against certain
workers' compensation insurers and administrators seeking $123.0 million in
compensatory damages claiming abuse of process, intentional interference with
contractual and prospective economic relations, negligent interference with
contractual and prospective economic relations and unfair business practices,
which led to NPI's termination of pain management services to new patients
covered by the slow-paying California litigated workers' compensation system
insurance carriers. Certain of the defendants in the lawsuit have filed cross
complaints seeking restitution from Allegiant, its healthcare subsidiaries and
their associated medical groups for funds previously paid to the medical groups
and other damages. Although there can be no assurances, based upon the facts
and circumstances known to date, in the opinion of management, final resolution
of this matter will not have a material adverse effect on the Company's
financial condition or results of operations.
Note D - Income Taxes
The Company's income tax benefit for the period ended March 31, 1996, calculated
at an effective rate of 38%, was ($880,000) before being offset by an increase
in the deferred tax valuation allowance of $880,000. The increase in the
valuation allowance was recognized based on the uncertainty of future tax
obligations generated from planned earnings through March 31, 1997.
Note E - Subsequent Event
Effective June 1, 1996, and subject to the rescission rights described below,
the Company transferred substantially all of its assets relating to its
anesthesia operations (the "Transaction") to Anesthesia Solutions, Inc. ("ASI").
The Transaction will be rescinded if the requisite shareholder approval of the
Transaction is not received by October 1, 1996. The assets to be sold in the
Transaction include all of the Company's anesthesia contracts, physician and
nurse contracts, office furniture and computer equipment used in the contract
anesthesia business. The anesthesia contract business accounted for
approximately 95% of the Company's revenue in fiscal years 1995, 1994 and 1993
and approximately 92% in the first quarter of 1996. The assets to be sold
primarily consists of contracts and are recorded in the Company's financial
statements at nominal amounts as of December 31, 1995.
The consideration received in the Transaction was a Promissory Note, dated June
1, 1996, (the "Note") by ASI in favor of the Company, in original principal
amount of $16.0 million, with interest equal to 9% per year. The Note will be
reduced by certain liabilities assumed by ASI totaling approximately $12
million. The Agreement requires interest only payments on the Note to be made
for the first six months commencing July 1, 1996, and monthly principal payments
of $500,000 starting January 1, 1997, increasing to $1,500,000 on July 1, 1997,
until the Note is paid in full. The Note is secured by 2,750,000 shares of
EquiMed, Inc., $.0001 par value, common stock. An additional sale premium up to
$9 million will be paid by ASI if the provisions of an earn-out agreement are
realized by ASI within twelve months. It cannot be assured that the benefits of
the earn-out agreement will be met.
In accordance with the Agreement, the Transaction must be approved by the
Company's shareholders by October 1, 1996. In the event that the Transaction is
not approved by the shareholders the Transaction will be rescinded and the
Company will pay ASI, or ASI will pay the Company, as the case may be, an amount
necessary to place the respective parties in their financial positions at May
31, 1996, as if the Agreement had not been consummated on June 1, 1996.
<PAGE>
Item 2: Management's Discussion and Analysis of Results of Operations and
Financial Condition
OVERVIEW
Historically, the Company's principal business activity has been its contract
anesthesia division, which accounted for 92% of the Company's net revenue during
the first quarter of 1996. As discussed in greater detail below, the Company
intends to sell this division. This will conclude the shift of the Company's
core business from contract anesthesia services to providing other healthcare
related services including hospital information systems, physician recruiting
and staffing services, locum tenens services and physician practice management
services. The Company was formed in 1988 and for five years concentrated on
providing contract management services to hospital anesthesiology departments
and offered physician recruiting services to hospitals for all physician
specialties. In late 1993, while continuing to offer and expand the services
previously mentioned, the Company made the decision to shift its market focus
from contract anesthesia services to the development and management of
integrated healthcare delivery networks primarily in small urban areas. Given
this broader definition of the market to which the Company offered its services,
the Company changed its name in late 1994 to Allegiant Physician Services, Inc.
from Premier Anesthesia, Inc.
Effective June 1, 1996, and subject to the recision rights described below,
the Company transferred substantially all of its assets (the "Transaction") to
Anesthesia Solutions, Inc. ("ASI"), a newly formed company. The transaction will
be rescinded if the requisite shareholder approval of the Transaction is not
received on or before October 1, 1996. The assets to be sold in the Transaction
include all of the Company's anesthesia contracts, physician and nurse
contracts, office furniture and computer equipment used in the contract
anesthesia business.
The consideration received in the Transaction was a Promissory Note, dated June
1, 1996, (the "Note") by ASI in favor of the Company, in original principal
amount of $16.0 million, with interest equal to 9% per year. The Note will be
reduced by certain liabilities assumed by ASI totaling approximately $12.0
million. The Transaction requires interest only payments on the Note to be made
for the first six months commencing July 1, 1996, and monthly principal payments
of $500,000 starting January 1, 1997, increasing to $1.5 million per month
beginning July 1, 1997 and to be paid thereafter until the Note is paid in full.
The Note is secured by 2,750,000 shares of EquiMed Inc., $.0001 par value,
common stock. An additional premium up to $9.0 million will be paid by ASI if
the provisions of an earn-out agreement are realized by ASI within twelve
months.
The Transaction must be approved by the Company's shareholders by October 1,
1996. In the event the Transaction is not approved by the shareholders, the
Transaction will be rescinded and the Company will pay ASI, or ASI will pay the
Company, as the case may be, an amount necessary to place the respective parties
in the financial positions at May 31, 1996, as if the transfer had not been made
on June 1, 1996.
Historically, the Company also operated medical/surgical centers specializing in
the multi-disciplinary treatment of chronic pain. The Company discontinued all
pain treatment operations in 1994. The Company evaluated the historical trend of
payments from the insurance carriers, the length of time in the payment cycle
and the cost of collection related to receiving these payments. Under these
circumstances, the Company determined that it was in the best interest of the
shareholders to discontinue all operations related to its pain treatment
operations. As a result, the Company recorded a $12.0 million charge to 1994
earnings, of which $8.4 million provided for a write-down of accounts receivable
and a provision of $3.6 million to adjust the estimated net realizable value of
the assets of the pain treatment operations.
In December 1995, the Company sold its pain treatment operations to Pain Net
Inc. ("Pain Net"), a company formed and owned by former members of the senior
management of the Company's pain treatment operations, for $2.3 million cash
paid at closing and $12.5 million in two promissory notes. The notes earn
interest at 12% per year and are collateralized by patient receivables of Pain
Net. Pain Net will repay the notes from future operations. The Company expects
to fully collect these notes; however, the repayments will be reflected as
income when received due to the highly leveraged structure of Pain Net.
<PAGE>
RESULTS OF OPERATIONS
First Quarter 1996 Compared to First Quarter 1995
Net revenue decreased $3.9 million or 23.7% between periods. The reason for this
decrease is the decrease in anesthesia procedures being performed at the
Company's contract locations along with a decrease of five contracts on a
comparable basis between the first quarter of 1995 and 1996. The total number of
anesthesia procedures performed during the first quarter of 1996 was 25,512
compared to 32,600 during the first quarter of 1995 representing a 21.7%
decrease.
Operating income for the first quarter of 1996 was a loss of $1.2 million
compared to income of $876,000 for the first quarter of 1995. The decrease in
operating income is primarily attributable to the deterioration in the Company's
contract anesthesia business. The Company did not experience a corresponding
decrease in contract labor and other direct expenses which increased as a
percentage of revenue to 77% in 1996 from 66% in 1995.
Net interest expense for the first quarter of 1995 was $1.1 million compared to
$389,000 during the first quarter of 1995. The Company's commitment to fund its
hospital information systems and physician practice management groups along with
the necessity to provide working capital to its pain treatment operations caused
its debt position to increase from $7.2 million at the end of the first quarter
1995 to over $13.0 million as of March 31, 1996. Additionally, the Company will
not recognize interest income on the promissory notes from the sale of the pain
treatment operations until payment is received.
Weighted average shares used to compute earnings per share were higher in 1996
than in 1995 due to the conversion of approximately 2.2 million shares of the
Company's common stock from debt to equity at various times during the past 12
months. Earnings per share from continuing operations declined to a loss of $.15
per share during the first quarter of 1996 compared to income of $.04 per share
in 1995.
Liquidity and Capital Resources
The Company's cash balance at March 31, 1996 was approximately $750,000 compared
to $1.8 million at December 31, 1995. The decrease was primarily due to the
decision to pay off a convertible debenture in the approximate amount of
$300,000 prior to conversion and the Company's continued investment spending on
its hospital information systems and physician practice management groups.
The Company entered into an accounts receivable funding program with a private
healthcare accounts receivable financing company during the first quarter of
1994 and has continued that arrangement to date. The Company has found it
necessary, from time to time , to obtain from its principal financing company
additional cash beyond its contractual commitment.
The Company executed an Asset Purchase Agreement with ASI providing for the sale
of the Company's contract anesthesia operations effective June 1, 1996. The sale
is subject to shareholder approval and will be voted upon by the shareholders at
the Company's 1996 annual meeting. The contract anesthesia division accounted
for approximately 92% and 95% of the Company's operations in the first quarter
of 1996 and fiscal 1995, respectively.
Future cash flows and capital resources of the Company should be dramatically
impacted by this sale. The contract anesthesia division provided approximately
$3.8 million in net cash flows during 1995. Although cash contributions from
this division have decreased in recent years, the sale of this division will
have immediate liquidity benefits to the Company. The agreement with ASI
provides that upon consummation of the sale, ASI will assume $7.5 million in
short-term debt from the Company's principal lender. ASI will also assume
approximately $4.5 million of other current obligations. The Company believes
that this reduction of approximately $12.0 million in working capital
requirements will provide the Company with a more favorable working capital
position. The reduction in short-term debt translates into a monthly savings of
approximately $75,000 in interest costs plus a cash inflow of $30,000 from
interest income on the promissory note from ASI. Additionally, the Company will
be paying down short-term debt as collections on its accounts receivables occur.
<PAGE>
The principal services of the Company upon consummation of the sale with ASI
will be: (i) hospital information services; (ii) physician recruiting and
staffing services; (iii) locum tenens services; and (iv) physician practice
management services. Hospital information services and physician practice
management services, though mature as business concepts, are essentially new
business groups and did not provide a contribution to revenue in 1995 or the
first quarter of 1996. Locums tenens services is a relatively new business
group, formed in January of 1995. Physician recruiting and staffing services is
a business group that formed the genesis of Premier Anesthesia, the contract
anesthesia management services division. Though all the remaining subsidiaries
and business groups of the Company are promising, only physician recruiting and
staffing services and locums tenens services have made significant revenue
contributions during 1995 and the first quarter of 1996, along with the contract
anesthesia division. There can be no assurances that these two business groups
will be able to provide the working capital needs of the entire Company. The
Company expects to receive a promissory note from ASI upon consummation of the
sale with ASI of approximately $4.0 million. However, the Company will not
benefit from reduction of the principal balance of the note until seven months
after the closing of the sale. At that time, the Company will receive principal
payments of $500,000 per month for five months beginning on January 1, 1997,
increasing to $1.5 million per month on July 1, 1997, and continuing until the
principal is paid off. Additionally, the Company is entitled to an additional
"earn-out" on a "variable note" based upon the profitability of the contracts
sold. The "earn-out" can be up to $9.0 million. However, this amount is
indeterminable at this time and it cannot be assured that the benefits of any
"earn-out" will be realized.
The Company is dependent upon the continuation of the accounts receivable
financing arrangement it has with its primary financing company. Although the
Company expects the finance company to continue to provide additional funding to
the Company while the Company seeks to become cash flow positive, there is no
assurance that the amount of such funding will meet the Company's requirements
or that the Company will become cash flow positive. The Company has identified
approximately $20.0 million of previously billed but uncollected accounts
receivable. The Company has contracted with a national collection group to
rebill and begin the collection effort on these accounts. Upon the rebilling the
finance company is committed to purchase these receivables, upon acceptance, for
approximately $10.0 million. Although the Company expects the finance company to
accept a majority of the rebilled accounts, there is no assurance of the
ultimate accepted amount, if any.
The report of the Company's independent auditors at December 31, 1995 and for
the year then ended contains an explanatory paragraph as to the Company's
ability to continue as a going concern. According to the report, the Company has
experienced recurring losses, a capital deficit, cash flow deficiencies and
overfunding related to short-term financing received by the Company that raise
substantial doubt about the Company's ability to continue as a going concern.
Additionally, the Company has not complied with certain covenants of existing
loan agreements.
Certain of the Company's assets might be worth substantially less than the
amounts shown on the Company's balance sheet if the Company is unable to
continue as a going concern and the financial statements have not been adjusted
to reflect the outcome of this uncertainty. There can be no assurance that the
future revenues will exceed operating expenses to enable the Company to continue
as a going concern.
To reduce the operating losses and improve cash flows, the Company implemented
or is in the process of implementing the following plan: (i) expand its hospital
information systems business by completing the enhanced version of its
proprietary software system and market it to hospitals, outpatient and
ambulatory surgical centers; (ii) expand its physician recruiting and staffing
business by marketing the Company's ability to provide an array of recruiting
and placement services to large physician groups, hospitals and other healthcare
providers; (iii) continue to market and grow its locums tenens services by
taking advantage of a significant market need for temporary physicians; and (iv)
develop its physician practice management services by offering a broad range of
management and organizational services to physicians, hospitals, managed care
organizations and networks, and other healthcare providers, assisting in efforts
to provide services to patients, providers and payors.
<PAGE>
PART II. OTHER INFORMATION
-----------------------------
Item 1. Legal Proceedings
Information required herein is incorporated by reference from Note C,
Contingencies, in the "Notes to Consolidated Condensed Financial
Statements" included in Part I - Financial Information of this Form
10-Q.
Item 3. Defaults Upon Senior Securities
Information required herein is incorporated by reference from Note B,
Short-term Borrowings and Long-term Debt, in the "Notes to
Consolidated Condensed Financial Statements" included in Part
I - Financial Information of this Form 10-Q.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Page
----
11 Statement regarding computation of per share earnings 12
27 Financial data schedule 13
(b) Reports on Form 8-K during the quarter ended March 31, 1995:
Form 8-K dated January 3, 1996:
Reporting under Item 2 that on December 18, 1995, the Company finalized the
sale of its pain treatment operations
Form 8-K dated January 17, 1996:
Reporting under Item 4 that on January 17, 1996, the Company dismissed
Arthur Andersen LLP as its independent accountants. On the same day the
Company engaged Ernst & Young LLP as its new independent accountants.
Form 8-K dated March 29, 1996:
Reporting under Item 5 that the Company is currently in negotiations for
the sale of its contract anesthesia business. A pro forma consolidated
condensed balance sheet as if sale was consummated on February 29, 1996 was
included in this Form 8-K.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Allegiant Physician Services, Inc.
(Registrant)
Date: July 23, 1996 By: /s/ James R. Begnaud
------------- ----------------------------------------
James R. Begnaud
Vice President, Chief Accounting Officer,
and Controller
Date: July 23, 1996 By: /s/ Timothy L. Powers
------------- ---------------------------------------
Timothy L. Powers
Executive Vice President, Treasurer and
Chief Financial Officer
<PAGE>
Exhibit 11
ALLEGIANT PHYSICIAN SERVICES, INC. AND SUBSIDIARIES
Statement Regarding Computation of Per Share Earnings
For The Quarters Ended March 31, 1996 and 1995
- -------------------------------------------------------------------------------
(000s omitted except for per share data)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Weighted average number of common
shares outstanding 15,515 13,126
Add-Shares of common stock assumed issued
upon exercise of stock options using
the "treasury stock" method as it
applies to the computation of primary
earnings per share -- 11
----- -----
Number of common and common equivalent
shares outstanding 15,515 13,137
Add Additional shares of common stock
assumed issued upon exercise of stock
options using the "treasury stock" method
as it applies to the computation of
fully diluted earnings per share -- 31
-------- --------
Number of common and common equivalent
shares outstanding assuming full
dilution 15,515 13,168
======== ========
Net earnings (loss) for earnings (loss)
per share ($2,298) $487
Earnings (loss) per share: ($0.15) $0.04
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of this exhibit.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 751
<SECURITIES> 0
<RECEIVABLES> 1,016
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,030
<PP&E> 1,633
<DEPRECIATION> 0
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0
0
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</TABLE>
