<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-24986
EMCARE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3645287
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1717 MAIN STREET, SUITE 5200
DALLAS, TEXAS 75201
(Address of registrant's principal executive offices)
TELEPHONE NUMBER (214) 712-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes [X] No [ ]
As of April 30, 1997, there were 8,186,911 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
<PAGE> 2
EMCARE HOLDINGS INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Income-
Quarters Ended March 31, 1997 and
1996 3
Consolidated Balance Sheets-
March 31, 1997 and December 31, 1996 4
Consolidated Statements of Cash Flows-
Quarters Ended March 31, 1997 and
1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. None 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits 12
SIGNATURE 13
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMCARE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1997 1996
-------- --------
<S> <C> <C>
Net revenue $ 59,510 $ 44,235
Professional expenses 47,660 35,315
-------- --------
Gross profit 11,850 8,920
Expenses:
General and administrative 4,771 4,245
Depreciation 317 259
Amortization 1,161 550
-------- --------
6,249 5,054
-------- --------
Income from operations 5,601 3,866
Interest expense (812) (172)
Interest income 72 72
-------- --------
Income before income taxes 4,861 3,766
Income tax expense 1,847 1,431
-------- --------
Net income $ 3,014 $ 2,335
======== ========
Net income per share $ 0.35 $ 0.28
======== ========
Weighted average common and common equivalent shares
outstanding 8,537 8,433
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
EMCARE HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 8,076 $ 7,329
Accounts receivable, net 50,218 46,413
Prepaid insurance 5,730 392
Other current assets 1,938 1,624
----------- -----------
Total current assets 65,962 55,758
Furniture and office equipment, net 4,495 4,418
Deferred tax asset 4,696 4,981
Other assets:
Goodwill 61,559 58,488
Contracts 16,279 15,463
Non-competition agreements 6,289 6,104
Deferred financing costs and other 691 694
----------- -----------
84,818 80,749
Less accumulated amortization 9,020 7,843
----------- -----------
75,798 72,906
----------- -----------
Total assets $ 150,951 $ 138,063
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 740 $ 326
Accrued expenses:
Physician fees 11,404 10,623
Accrued salaries and other compensation 4,135 5,579
Collection fees 655 344
Accrued federal and state income taxes 2,585 1,463
Department of Justice Settlement 8,242 8,379
Other accrued liabilities 4,870 3,206
Deferred tax liability 331 331
Short-term debt and current portion of long-term obligations 10,234 5,589
----------- -----------
Total current liabilities 43,196 35,840
Long-term obligations, less current portion 37,643 34,879
Professional liability insurance 4,911 5,616
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value:
Authorized shares - 5,000,000
No shares issued or outstanding -- --
Common stock, $0.01 par value:
Authorized shares - 25,000,000
Issued and outstanding shares - 8,179,000 at March 31, 1997 and 8,150,000
at December 31, 1996 82 82
Shares to be issued 1,500 1,500
Additional paid-in capital 43,555 43,096
Retained earnings 20,064 17,050
----------- -----------
Total stockholders' equity 65,201 61,728
----------- -----------
Total liabilities and stockholders' equity $ 150,951 $ 138,063
=========== ===========
</TABLE>
See accompanying notes
4
<PAGE> 5
EMCARE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,014 $ 2,335
Adjustments to reconcile net income to net cash used in operating activities:
Deferred income taxes (173) (283)
Non-cash interest expense 235 92
Amortization 317 550
Depreciation 1,161 259
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable (1,905) (1,236)
Accounts payable and accrued expenses 1,311 (1,317)
Professional liability insurance (747) 50
Prepaid insurance and other assets (5,652) (5,393)
--------- ---------
Net cash used in operating activities (2,439) (4,943)
INVESTING ACTIVITIES
Sales of marketable securities -- 1,507
Purchases of furniture and office equipment (441) (556)
Other 30 (227)
--------- ---------
Net cash (used in) provided by investing activities (411) 724
FINANCING ACTIVITIES
Proceeds from borrowings 23,268 4,000
Payments on short-term borrowings and long-term obligations (20,130) (1,394)
Proceeds from exercise of stock options 459 935
--------- ---------
Net cash provided by financing activities 3,597 3,541
--------- ---------
Net increase (decrease) in cash and cash equivalents 747 (678)
Cash and cash equivalents at beginning of period 7,329 7,781
--------- ---------
Cash and cash equivalents at end of period $ 8,076 $ 7,103
========= =========
SUPPLEMENTAL DISCLOSURES
Cash paid for:
Interest $ 801 $ 69
========= =========
Income taxes $ 1,070 $ 1,520
========= =========
</TABLE>
See accompanying notes.
5
<PAGE> 6
EMCARE HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ended March 31, 1997 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1997. For further information,
refer to the consolidated financial statements and notes thereto included in
the EmCare Holdings Inc. Form 10-K for the year ended December 31, 1996.
2. ACCOUNTS RECEIVABLE AND NET REVENUE
Accounts receivable are recorded at net realizable value. The allowance
for contractual adjustments and charity and other adjustments is based on
historical experience and future expectations. Accounts receivable consist of
the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
<S> <C> <C>
Independent billing $ 112,804 $ 103,016
Hospital contract 12,821 12,913
Billing receivables 2,149 2,161
Locum tenens 1,160 934
----------- -----------
128,934 119,024
Less allowance for contractual adjustments and charity and other
adjustments 78,716 72,611
----------- -----------
$ 50,218 $ 46,413
=========== ===========
</TABLE>
NET REVENUE CONSISTS OF THE FOLLOWING (IN THOUSANDS):
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------
1997 1996
------- -------
<S> <C> <C>
Gross revenue $96,361 $71,943
Less provision for contractual adjustments
and charity and other adjustments 36,851 27,708
------- -------
Net revenue $59,510 $44,235
======= =======
</TABLE>
6
<PAGE> 7
3. LITIGATION
EmCare Holdings Inc., together with its subsidiaries and affiliates (the
"Company"), has reached an agreement in principle with the Civil Division of
the U.S. Department of Justice (DOJ) to settle the claims alleged against it in
the civil lawsuit styled United States ex rel. Theresa Semtner v. Emergency
Physician Billing Services, Inc. et al. Emergency Physician Billing Services,
Inc. ("EPBS") is an outside vendor that provided billing services on a contract
basis for the Company and others. The suit alleges improper coding of charges
for emergency department services reimbursed under the Medicare, Medicaid,
CHAMPUS, and Federal Employees Health Benefits programs.
Under the agreement in principle, the Company has agreed to pay
$7,750,000 to the United States and the various states for settlement of the
lawsuit. In return, the DOJ lawsuit will be dismissed with prejudice as to the
Company. An additional $250,000 in relator's attorneys' fees and $450,000 in
other expenses is also expected to be incurred. The Company does not admit any
of the allegations of the DOJ Lawsuit or any related liability, and the Company
anticipates that the settlement will insure the Company's rights to participate
fully in the future in Medicare, Medicaid, CHAMPUS, and Federal Employees
Health Benefits programs. The agreement is subject to execution of a definitive
settlement agreement after final approval by the DOJ and the states. The
related settlement expenses have been accrued for in the 1996 financial
statements.
The Company is also a defendant in various other legal proceedings
arising in the ordinary course of business. Although the results of litigation
cannot be predicted with certainty, management believes that the outcome of the
pending other litigation will not have a material adverse effect on the
Company's consolidated financial statements.
4. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact is expected
to result in an increase in primary earnings per share for the first quarter
ended March 31, 1997 and March 31, 1996 to $0.37 and $0.29 per share,
respectively. The impact of Statement 128 on the calculation of fully diluted
earnings per share for these quarters is not expected to be material.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INTRODUCTION
EmCare Holdings Inc. is a leading provider of physician practice
management services in hospital emergency departments ("EDs") and other
practice settings. The Company recruits and evaluates the credentials of
physicians and arranges contracts and schedules for their services. The Company
also assists the EDs in operational areas such as staff coordination, quality
assurance, and departmental accreditation. In addition, the Company provides
accounting, billing, record keeping, and other administrative services. The
Company and its predecessors has managed emergency physician practices for more
than 20 years primarily in larger hospitals with high volume EDs. At March 31,
1997, the Company had management contracts relating to 143 EDs in 19 states
with approximately 2.5 million patient visits per year. In addition to the
Company's higher volume emergency physician practice management, the Company
provides physician practice management services for inpatient care, lower
volume emergency medicine practices, and a primary care physician group
practice. The Company also provides billing services for emergency physician
practice management contracts and provides physician placement services,
primarily on a locum tenens (temporary) basis, across a broad range of medical
specialties.
Beginning in January 1994 and continuing through March 1997, the
Company completed eleven acquisitions involving companies providing emergency
physician practice management, thereby acquiring contracts to provide services
at 84 EDs in eight new markets. The EDs associated with these contracts
accounted for net revenue of $22 million for the three months ended March 31,
1997. The aggregate consideration in connection with these acquisitions was
$68.1 million, which consisted of $43.9 million in cash, $15.4 million of
obligations, and 489,688 shares of Common Stock valued at $8.8 million. The
Company allocated $3.4 million of the consideration to non-competition
agreements.
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of net revenue,
certain statement of income data for the periods indicated as well as
percentage changes from period to period in the data presented:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, 1997
---------------------- COMPARED
1997 1996 TO 1996
--------- --------- ---------
<S> <C> <C> <C>
Net revenue 100.0% 100.0% 34.5%
Professional expenses 80.1 79.8 35.0
Gross profit 19.9 20.2 32.8
General and administrative expenses 8.0 9.6 12.4
Depreciation and amortization 2.5 1.8 82.7
Income from operations 9.4 8.7 44.9
Income before income taxes 8.2 8.5 29.1
</TABLE>
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
Net Revenue. Net revenue increased $15.3 million, or 34.5%, to $59.5
million for the three months ended March 31, 1997 from $44.2 million for the
three months ended March 31, 1996. Of this increase, $14.9 million was
attributable to increased revenue from the Company's ED contracts. Net revenue
from the Company's billing companies increased $263,000, contributing 0.6% of
the 34.5% total
8
<PAGE> 9
period to period increase. Net revenue from other non-ED services remained
materially unchanged from period to period.
Same ED contract revenue increased $2.2 million, or 6.2%, to $37.8
million for the three months ended March 31, 1997 from $35.6 million for the
three months ended March 31, 1996, contributing 5.0% of the 34.5% total
period-to-period increase. "Same ED" contract revenue consists of revenue
derived from EDs under management from the beginning of the prior period
through the end of the current period. New ED contracts generated by the
Company's marketing activities contributed $634,000 of the increase in net
revenue, or 1.4% of the 34.5% total period-to-period increase. Acquisitions
contributed $15.6 million of the increase in net revenue, or 35.3% of the 34.5%
total period-to-period increase. Included in the period-to-period increase in
net revenue is a negative impact of $3.5 million, or 7.9% of the 34.5% total
period-to-period increase caused by the loss of contracts.
Professional Expenses. Professional expenses primarily consist of fees
paid to physicians under contract with the Company, collection fees relating to
independent billing contracts billed by vendors, operating expenses for the
Company's billing subsidiaries, and professional liability insurance premiums
for physicians under contract. Professional expenses increased by $12.4
million, or 35.0%, to $47.7 million for the three months ended March 31, 1997
from $35.3 million for the three months ended March 31, 1996. This increase was
primarily attributable to the addition of 75 new ED contracts from March 31,
1996 to March 31, 1997. As a percentage of net revenue, professional expenses
increased to 80.1% in the three months ended March 31, 1997 from 79.8% in the
same period in 1996.
General and Administrative Expenses. General and administrative
expenses increased by $526,000, or 12.4%, to $4.8 million for the three months
ended March 31, 1997 from $4.2 million for the three months ended March 31,
1996. This increase is primarily attributable to the incremental administrative
costs related to the new EDs under management. As a percentage of net revenue,
general and administrative expenses decreased to 8.0% in the three months ended
March 31, 1997 from 9.6% in the same period in 1996. The Company has been able
to add additional revenue growth with minimal increases in corporate overhead.
Depreciation and Amortization. Depreciation and amortization consist
principally of amortization of goodwill, contracts and non-competition
agreements entered into in connection with business acquisitions. Depreciation
and amortization increased by $669,000, or 82.7%, to $1.5 million for the three
months ended March 31, 1997 from $809,000 for the three months ended March 31,
1996, principally due to business acquisitions.
Interest Income/Expense. Interest expense increased by $640,000 to
$812,000 for the three months ended March 31, 1997 from $172,000 for the three
months ended March 31, 1996, principally due to interest on the line of credit
as a result of borrowings for acquisitions made in late 1996. Interest income
remained unchanged from period to period.
Income Taxes. The Company's effective tax rate remained unchanged at
38.0% from period to period.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES OF LIQUIDITY. At March 31, 1997, the Company had $22.8 million
in working capital, an increase of $2.9 million from December 31, 1996. At
March 31, 1997, the Company's principal sources of liquidity consisted of (i)
cash and cash equivalents aggregating $8.1 million, (ii) accounts receivable
totaling $50.2 million, and (iii) $68.4 million in borrowing capacity under a
revolving line of credit (the "Revolver") with a syndicate of lenders.
1997. In the three months ended March 31, 1997, $2.4 million in cash
was used to support operating activities. This amount reflects the increase in
accounts receivable due to growth in the
9
<PAGE> 10
number of EDs, an increase in prepaid insurance, and a decrease in accounts
payable and accrued expenses. Cash of $411,000 was used in investing activities
for the three months ended March 31, 1997 as a result of the purchase of
furniture and office equipment. Cash of $3.6 million was provided by financing
activities for the three months ended March 31, 1997 as proceeds from
borrowings and the exercise of stock options exceeded payments on obligations.
1996. In the three months ended March 31, 1996, $4.9 million in cash
was used to support operating activities. This amount reflects the increase in
accounts receivable due to growth in the number of EDs, an increase in prepaid
insurance, and a decrease in accounts payable and accrued expenses. Cash of
$724,000 was provided by investing activities for the three months ended March
31, 1996 as the proceeds from the sale of marketable securities exceeded the
purchase of furniture and office equipment. Cash of $3.5 million was provided
by financing activities for the three months ended March 31, 1996 as proceeds
from borrowings and the exercise of stock options exceeded payments on
obligations.
ACCOUNTS RECEIVABLE. Accounts receivable are a key component of the
Company's working capital. Accounts receivable totaled $50.2 million at March
31, 1997, an increase of $3.8 million over December 31, 1996. The timing of
payments on the Company's accounts receivable can vary significantly depending
on whether the related contract is a hospital-based or independent billing
contract. Independent billing receivables have a significantly longer
collection cycle than hospital-based billing receivables because of the process
of billing and collecting from third-party payor programs and private payors.
The number of days revenue in average receivables was 73 days for the three
months ended March 31, 1997, compared to 63 days for the three months ended
March 31, 1996. This increase is due to the build-up of accounts receivable as
a result of the transition of independent billing contracts from third-party
billing companies to the Company's billing subsidiary as well as accounts
receivable acquired through acquisitions. In connection with independent
billing contracts, the Company incurs, and can expect to incur in the future,
negative cash flow during the start-up phase of a contract (typically six
months or more after the contract is initiated).
INCREASE IN REVOLVER. On March 7, 1997, the Company entered into an
agreement to increase the borrowing capacity under the Revolver from $50
million to $100 million. Under the Revolver, a bank acts as the administrative
agent for a syndicate of lenders. The Revolver permits the Company to borrow up
to $100 million for working capital and acquisition purposes. The Revolver
matures on March 7, 2000. Borrowings under the Revolver bear interest at
variable rates based, at the Company's option, on the bank's base rate or the
eurodollar rate. There was an outstanding balance of $31.6 million under the
Revolver as of March 31, 1997.
PROFESSIONAL LIABILITY INSURANCE. The Company currently procures and
partially finances, and expects to continue to procure and partially finance,
professional liability insurance on behalf of most physicians under contract
with the Company. The current policy expires December 31, 1998.
CAPITAL EXPENDITURES. The Company's annual capital expenditures have
typically been for data processing equipment and leasehold improvements at the
Company's corporate offices. In the foreseeable future, annual capital
expenditures are not expected to exceed $2 million per year.
WORKING CAPITAL REQUIREMENTS. The Company anticipates that funds
generated from operations, together with funds available under the Revolver,
will be sufficient to meet its working capital requirements and debt
obligations and to finance any necessary capital expenditures for the
foreseeable future. Expansion of the Company's business through acquisitions
may require additional funds, which, to the extent not provided by internally
generated sources, cash and cash equivalents, and the Revolver, would require
the Company to seek additional debt or equity financing.
10
<PAGE> 11
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The Company operates in a constantly changing health care environment.
While overall prospects are positive, results may vary in response to a number
of factors, including the pace of new business and acquisition activity,
reimbursement rates and developments in the Department of Justice (DOJ) civil
lawsuit. The foregoing statements and other statements in this Form 10Q not
based upon historical fact are forward-looking statements that involve risks
and uncertainties, and actual results could differ materially from these
expectations. Important factors that could cause actual results to differ
materially from the forward-looking statements include the pace of new business
and acquisition activity, changes in payment rates, developments in the DOJ
civil lawsuit (see Part II, Item 1, "Legal Proceedings" for a detailed
discussion), and the transition of the Company's billing activities from
outside vendors to RTI.
INFLATION. The Company's business is labor-intensive with extensive
reliance on independent contractor physicians. Fees paid to such physicians
tend to increase during periods of inflation and when shortages in the labor
market occur. Restrictions exist on payments by government and private medical
insurance programs and pressure continues to contain the growth in the costs of
such programs. The Company bears the risk that the payment rates set by such
programs will not keep pace with inflation. Although the moderate inflation
rates of the past several years have not posed significant problems for the
Company, a substantial increase in the rate of inflation without a
corresponding increase in payment rates would adversely affect the Company's
business.
11
<PAGE> 12
ITEM 3.
None.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has reached an agreement in principle with the Civil
Division of the U.S. Department of Justice to settle the claims alleged against
it in the civil lawsuit styled United States ex rel. Theresa Semtner v.
Emergency Physician Billing Services, Inc. et al. Emergency Physician Billing
Services, Inc. ("EPBS") is an outside vendor that provided billing services on
a contract basis for the Company and others. The suit alleges improper coding
of charges for ED services reimbursed under the Medicare, Medicaid, CHAMPUS,
and Federal Employees Health Benefits programs.
Under the agreement in principle, the Company has agreed to pay
$7,750,000 to the United States and the various states for settlement of the
lawsuit. In return, the DOJ Lawsuit will be dismissed with prejudice as to the
Company. An additional $250,000 in relator's attorneys' fees and $450,000 in
other expenses is also expected to be incurred. The Company does not admit any
of the allegations of the DOJ Lawsuit or any related liability, and the Company
anticipates that the settlement will insure the Company's rights to participate
fully in the future in Medicare, Medicaid, CHAMPUS, and Federal Employees
Health Benefits programs. The agreement is subject to execution of a definitive
settlement agreement after final approval by the DOJ and the various states.
The related settlement expenses have been accrued for in 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement No. 33-81830 on Form S-1,
declared effective on December 7, 1994 (the
"Registration Statement")).
3.2 Certificate of Amendment to Certificate of Incorporation of
the Company (incorporated by reference to Exhibit No. 3.5
to the Registration Statement).
3.3 Bylaws of the Company (incorporated by reference to
Exhibit No. 3.4 to the Registration Statement).
4.1 Specimen Common Stock certificate (incorporated by
reference to Exhibit No. 4.1 to the Registration Statement).
4.2 Registration Rights Agreement, dated as of February 5,
1992, among Leonard M. Riggs, Jr., M.D., William F.
Miller, III, WCAS Capital Partners II, L.P., and certain
other persons (incorporated by reference to Exhibit No. 4.2
to the Registration Statement.
10.1 Amended and Restated Stock Option Plan
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule (for SEC only)
B. Form 8-K
There were no reports on Form 8-K filed for the three months ended
March 31, 1997.
12
<PAGE> 13
SIGNATURE
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.
DATED: May 15, 1997
EMCARE HOLDINGS INC.
(Registrant)
By: /s/ Robert F. Anderson, II
-----------------------------------
Robert F. Anderson, II
Chief Financial Officer, Senior
Vice President, Treasurer, and
Secretary
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement No. 33-81830 on Form S-1,
declared effective on December 7, 1994 (the
"Registration Statement")).
3.2 Certificate of Amendment to Certificate of Incorporation of
the Company (incorporated by reference to Exhibit No. 3.5
to the Registration Statement).
3.3 Bylaws of the Company (incorporated by reference to
Exhibit No. 3.4 to the Registration Statement).
4.1 Specimen Common Stock certificate (incorporated by
reference to Exhibit No. 4.1 to the Registration Statement).
4.2 Registration Rights Agreement, dated as of February 5,
1992, among Leonard M. Riggs, Jr., M.D., William F.
Miller, III, WCAS Capital Partners II, L.P., and certain
other persons (incorporated by reference to Exhibit No. 4.2
to the Registration Statement.
10.1 Amended and Restated Stock Option Plan
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule (for SEC only)
</TABLE>
<PAGE> 1
EXHIBIT 10.1
EMCARE HOLDINGS INC.
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(AMENDED AND RESTATED AS OF AUGUST 15, 1996)
Section 1. Purpose. The purpose of the EmCare Holdings Inc. Stock
Option and Restricted Stock Purchase Plan (the "Plan") is to promote the
interests of EmCare Holdings Inc., a Delaware corporation (the "Company"), and
any Subsidiary thereof and the interests of the Company's stockholders by
providing an opportunity to selected employees, officers, directors, trustees,
and consultants and advisors of the Company or any Subsidiary thereof or any
Affiliated PC as of the date of the adoption of the Plan or at any time
thereafter to purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees and
persons and to encourage such employees and persons to devote their best
efforts to the business and financial success of the Company. It is intended
that this purpose will be effected by the granting of "nonqualified stock
options" and/or "incentive stock options" to acquire the Common Stock of the
Company and/or by the granting of "restricted stock." Under the Plan, the
Committee shall have the authority (in its sole discretion) to grant "incentive
stock options" within the meaning of Section 422(b) of the Code, "non-qualified
stock options" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto, or "restricted stock" awards.
Section 2. Definitions. For purposes of the Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context.
2.1. "Award" shall mean an award (other than an option) of a grant of,
or the right to purchase, Common Stock under the provisions of Section 7 of the
Plan.
2.2. "Affiliated PC" shall mean any professional corporation or
professional association which provides the medical component of the services
required in respect of any arrangement where the Company or a Subsidiary of the
Company provides the non-medical component of the services required in respect
of such arrangement.
2.3. "Board of Directors" shall mean the Board of Directors of the
Company.
2.4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5. "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.6. "Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
2.7. "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.
2.8. "Effective Date" shall mean the date the Company becomes subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
2.9. "Employee" shall mean (i) with respect to an ISO, any person,
including an officer, director or trustee of the Company or a Subsidiary of the
Company, who, at the time an ISO is granted to such person hereunder, is
employed on a full-time basis
1
<PAGE> 2
by the Company or any Subsidiary of the Company, and (ii) with respect to a
Non-Qualified Option and/or an Award, any person employed by, or performing
services for, the Company or any Subsidiary of the Company or any Affiliated
PC, including, without limitation, trustees, directors and officers.
2.10. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
2.11. "ISO" shall mean an Option granted to a Participant pursuant to
the Plan that constitutes and shall be treated as an "incentive stock option"
as defined in Section 422(b) of the Code.
2.12. "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
or any successor regulation thereto and that shall not constitute nor be
treated as an ISO.
2.13. "Option" shall mean any ISO or Non-Qualified Option granted to
an Employee pursuant to the Plan.
2.14. "Participant" shall mean any Employee to whom an Award and/or an
Option is granted under the Plan.
2.15. "Parent of the Company" shall have the meaning set forth in
Section 424(e) of the Code.
2.16. "Subsidiary of the Company" shall have the meaning set forth in
Section 424(f) of the Code, including however for the purposes of Non-Qualified
Options and/or Awards any business trust (to the extent not included within the
meaning of Section 424(f) of the Code) or limited partnership owned 100% by the
Company and/or its other Subsidiaries.
Section 3. Eligibility. Subject to the requirements of Section 5.1
hereof, Awards and/or Options may be granted to any Employee. The Committee
shall have the sole authority to select the persons to whom Awards and/or
Options are to be granted hereunder, and to determine whether a person is to be
granted a Non-Qualified Option, an ISO or an Award or any combination thereof.
No person shall have any right to participate in the Plan. Any person selected
by the Committee for participation during any one period will not by virtue of
such participation have the right to be selected as a Participant for any other
period.
Section 4. Common Stock Subject to the Plan.
4.1. Number of Shares. The total number of shares of Common Stock for
which Options and/or Awards may be granted under the Plan shall not exceed in
the aggregate three million two hundred fifty thousand (3,250,000) shares of
Common Stock (subject to adjustment as provided in Section 8 hereof).
4.2. Reissuance. The shares of Common Stock that may be subject to
Options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Board of Directors may determine. In the event that any
outstanding Option expires or is terminated for any reason, the shares
allocable to the unexercised portion of such Option may again be subject to an
Option and/or Award granted under the Plan. If any
2
<PAGE> 3
shares of Common Stock acquired pursuant to an Award or the exercise of an
Option shall have been repurchased by the Company, then such shares shall again
become available for issuance pursuant to the Plan.
4.3. Special ISO Limitations.
(a) The aggregate fair market value (determined as of the date an ISO
is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.
(b) No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.
4.4. Limitations Not Applicable to Non-Qualified Options or Awards.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.
Section 5. Administration of the Plan.
5.1. Administration. The Plan shall be administered by a committee of
the Board of Directors (the "Committee") established by the Board of Directors
and consisting of no less than two persons. All members of the Committee shall
be "Non-Employee Directors" within the meaning of Rule 16b-3 promulgated under
the Exchange Act, and shall qualify as "outside directors" as defined in
Section 1.162-27(e)(3) of the regulations to Section 162(m) of the Code. The
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors.
5.2. Grant of Options/Awards.
(a) The Committee shall have the sole authority and discretion under
the Plan (i) to select the Employees who are to be granted Options hereunder;
(ii) to designate whether any Option to be granted hereunder is to be an ISO or
a Non-Qualified Option; (iii) to establish the number of shares of Common Stock
that may be issued under each Option, provided that the maximum number of
shares of Common Stock with respect to which Options may be granted to any
employee in any given year shall be limited to 250,000 shares; (iv) to
determine the time and the conditions subject to which Options may be exercised
in whole or in part; (v) to determine the form of the consideration that may be
used to purchase shares of Common Stock upon exercise of any Option (including
the circumstances under which the Company's issued and outstanding shares of
Common stock may be used by a Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be
subject to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise
3
<PAGE> 4
transferred, including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of Common Stock acquired upon
exercise of an Option may be subject to the Company's right of first refusal
(as well as the terms and conditions of any such right of first refusal); (ix)
to establish a vesting provision for any Option relating to the time when (or
the circumstances under which) the Option may be exercised by a Participant,
including, without limitation, vesting provisions that may be contingent upon
(A) the Company meeting specified financial goals, (B) a change of control of
the Company or (C) the occurrence of other specified events; (x) to accelerate
the time when outstanding Options may be exercised, provided, however, that any
ISOs shall be "accelerated" within the meaning of Section 424(h) of the Code;
and (xi) to establish any other terms, restrictions and/or conditions
applicable to any Option not inconsistent with the provisions of the Plan.
(b) Awards. The Committee shall have the sole authority and discretion
under the Plan (i) to select the Employees who are to be granted Awards
hereunder; (ii) to determine the amount to be paid by a Participant to acquire
shares of Common Stock pursuant to an Award, which amount may be equal to, more
than, or less than 100% of the fair market value of such shares on the date the
Award is granted (but in no event less than the par value of such shares);
(iii) to determine the time or times and the conditions subject to which Awards
may be made; (iv) to determine the time or times and the conditions subject to
which the shares of Common Stock subject to an Award are to become vested and
no longer subject to repurchase by the Company; (v) to establish transfer
restrictions and the terms and conditions on which any such transfer
restrictions with respect to shares of Common Stock acquired pursuant to an
Award shall lapse; (vi) to establish vesting provisions with respect to any
shares of Common Stock subject to an Award, including, without limitation,
vesting provisions which may be contingent upon (A) the Company meeting
specified financial goals, (B) a change of control of the Company or (C) the
occurrence of other specified events; (vii) to determine the circumstances
under which shares of Common Stock acquired pursuant to an Award may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which any shares of Common Stock acquired pursuant to an
Award may be sold or otherwise transferred, including, without limitation, the
circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired pursuant to an Award may be subject to the Company's
right of first refusal (as well as the terms and conditions of any such right
of first refusal); (ix) to determine the form of consideration that may be used
to purchase shares of Common Stock pursuant to an Award (including the
circumstances under which the Company's issued and outstanding shares of Common
Stock may be used by a Participant to purchase the Common Stock subject to an
Award); (x) to accelerate the time at which any or all restrictions imposed
with respect to any shares of Common Stock subject to an Award will lapse; and
(xi) to establish any other terms, restrictions and/or conditions applicable to
any Award not inconsistent with the provisions of the Plan.
(c) Maximum Grant. Notwithstanding anything in the Plan to the
contrary, in no event shall the number of shares of Common Stock subject to
Options issued by the Committee to any Covered Employee in any given year
exceed 250,000 shares. Shares of Common Stock subject to Options which are
canceled or forfeited are counted against the maximum number of shares issuable
for the purposes of this calculation. For Options which are repriced, the
repricing transaction shall be treated as a cancellation of the original Option
and an additional grant of the repriced Option, with the shares of Common Stock
subject to both Options being counted against the maximum number of shares
which may be issued under this provision.
4
<PAGE> 5
5.3. Interpretation. The Committee shall be authorized to interpret
the Plan and may, from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.
5.4. Finality. The interpretation and construction by the Committee of
any provision of the Plan, any Option and/or Award granted hereunder or any
agreement evidencing any such Option and/or Award shall be final and conclusive
upon all parties.
5.5. Voting. Members of the Committee may vote on any matter affecting
the administration of the Plan or the granting of Options and/or Awards under
the Plan.
5.6. Expenses, Etc. All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be liable for
any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Option and/or Award granted hereunder.
Section 6. Terms and Conditions of Options.
6.1. ISOs. The terms and conditions of each ISO granted under the Plan
shall be specified by the Committee and shall be set forth in an ISO agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422(b) of the Code. The terms and conditions of
any ISO granted hereunder need not be identical to those of any other ISO
granted hereunder.
The terms and conditions of each ISO shall include the following:
(a) The option price shall be fixed by the Committee but shall in no
event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan,
the fair market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on any day the Common Stock shall not be so listed, the
average of the representative bid and asked prices quoted in the NASDAQ system
as of 3:30 p.m., New York time, on such day, or, if on any day the Common Stock
shall not be quoted on the NASDAQ system, the average of the high bid and low
asked prices, on such day in the over-the-counter market as reported by
National Quotation Bureau Incorporated, or any similar successor organization.
If at any time the Common Stock is not listed on any national securities
exchange or quoted in the NASDAQ system of the over-the-counter market, the
fair market value of the shares of Common Stock subject to an Option on the
date the ISO is granted shall be the fair market value thereof determined in
good faith by the Board of Directors.
(b) ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and, during an optionee's
lifetime, an ISO shall be exercisable only by the optionee.
5
<PAGE> 6
(c) The Committee shall fix the term of all ISOs granted pursuant to
the Plan (including the date on which such ISO shall expire and terminate),
provided, however, that such term shall in no event exceed ten years from the
date on which such ISO is granted (or, in the case of an ISO granted to an
Employee referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each ISO shall
be exercisable in such amount or amounts, under such conditions and at such
times or intervals or in such installments as shall be determined by the
Committee in its sole discretion.
(d) To the extent that the Company or any Parent or Subsidiary of the
Company is required to withhold any federal, state or local taxes in respect of
any compensation income realized by any Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount of
such federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such federal, state or local taxes, such
Participant will be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be determined
by the Board of Directors in its sole discretion.
(e) In the sole discretion of the Committee the terms and conditions
of any ISO may (but need not) include any of the following provisions:
(i) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis for any
reason other than as a result of his death or "disability" (within the meaning
of Section 22(e)(3) of the Code), the unexercised portion of any ISO held by
such Participant at that time may only be exercised within one month after the
date on which the Participant ceased to be so employed, and only to the extent
that the Participant could have otherwise exercised such ISO as of the date on
which he ceased to be so employed.
(ii) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis by
reason of his "disability" (within the meaning of Section 22(e)(3) of the
Code), the unexercised portion of any ISO held by such Participant at that time
may only be exercised within one year after the date on which the Participant
ceased to be so employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he ceased to be so
employed.
(iii) In the event a Participant shall die while in the full-time
employ of the Company or a Parent or Subsidiary of the Company (or within a
period of one month after ceasing to be an Employee for any reason other than
his "disability" or within a period of one year after ceasing to be an Employee
by reason of such "disability"), the unexercised portion of any ISO held by
such Participant at the time of his death may only be exercised within one year
after the date of such Participant's death and only to the extent that the
Participant could have otherwise exercised such ISO at the time of his death.
In such event, such ISO may be exercised by the executor or administrator of
the Participant's estate or by any person or persons who shall have acquired
the ISO directly from the Participant by request or inheritance.
6
<PAGE> 7
6.2. Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non-Qualified Option will be such
(and each Non-Qualified Option agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" as defined in Section 422(b) of the Code but will be a
"nonqualified stock option" for federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified Option granted hereunder need not
be identical to those of any other Non-Qualified Option granted hereunder.
The terms and conditions of each Non-Qualified Option agreement shall
include the following:
(a) The option (exercise) price shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Non-Qualified Option on the date such
Non-Qualified Option is granted, provided, however, that the option (exercise)
price shall not be less than the par value of such shares of Common Stock.
(b) The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including the date on which such Non-Qualified
Option shall expire and terminate). Such term may be more than ten years from
the date on which such Non-Qualified Option is granted. Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such conditions
(including provisions governing the rights to exercise such Non-Qualified
Option), and at such times or intervals or in such installments as shall be
determined by the Committee in its sole discretion.
(c) Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.
(d) To the extent that the Company is required to withhold any
federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy
such federal, state or local taxes, or if no such payments are due or to become
due to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in its sole
discretion.
Section 7. Terms and Conditions of Awards. The terms and conditions of
each Award granted under the Plan shall be specified by the Committee, in its
sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Committee shall approve. The
terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.
7
<PAGE> 8
The terms and conditions of each Award shall include the following:
(a) The amount, if any, to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Award on the date the Award is granted
(but if required by applicable law, no less than the par value of such shares).
(b) Each Award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Committee in its
sole discretion, may determine, including, without limitation, the
circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.
(c) Stock certificates representing Common Stock acquired pursuant to
an Award shall bear a legend referring to the restrictions imposed on such
stock and such other matters as the Committee may determine.
(d) To the extent that the Company is required to withhold any
federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, or in respect of any
shares acquired pursuant to an Award; or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be
withheld in respect of any such compensation income shall be determined by the
Committee in its sole discretion.
Section 8. Adjustments. In the event that, after the adoption of the
Plan by the Board of Directors, the outstanding shares of the Company's Common
Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust (i) the number of shares of
Common Stock (and the option price per share) subject to the unexercised
portion of any outstanding Option (to the nearest possible full share),
provided, however, that the limitations of Section 424 of the Code shall apply
with respect to adjustments made to ISOs and (ii) the number of shares of
Common Stock for which Options and/or Awards may be granted under the Plan, as
set forth in Section 4.1 hereof, and such adjustments shall be effective and
binding for all purposes of the Plan.
Section 9. Effect of the Plan on Employment Relationship. Neither the
Plan nor any Option and/or Award granted hereunder to a Participant shall be
construed as conferring upon such Participant any right to continue in the
employ of (or otherwise provide services to) the Company or any Subsidiary or
Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or
other relationship with the Company or any Subsidiary or Parent, as the case
may be, at any time.
8
<PAGE> 9
Section 10. Amendment of the Plan. The Board of Directors may amend
the Plan from time to time as it deems desirable; provided, however, that,
without the approval of the holders of a majority of the outstanding stock of
the Company entitled to vote thereon at a meeting, the Board of Directors may
not amend the Plan (i) to increase (except for increases due to adjustments in
accordance with Section 8 hereof) the aggregate number of shares of Common
Stock for which Options and/or Awards may be granted hereunder, (ii) to
decrease the minimum exercise price specified by the Plan in respect of ISOs,
or (iii) to change the class of Employees eligible to receive ISOs under the
Plan.
Section 11. Termination of the Plan. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Option and/or Award theretofore granted under the Plan.
Section 12. Effective Date of the Plan. The Plan shall be effective as
of February 4, 1992, the date on which the Plan was adopted by the Board of
Directors of the Company and approved by the holders of all the outstanding
Common Stock of the Company.
9
<PAGE> 1
EXHIBIT 11.1
EMCARE HOLDINGS INC.
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
-------- -------
<S> <C> <C>
Primary:
Weighted average number of common shares outstanding during the
period 8,218 8,045
Weighted average shares issuable upon exercise of outstanding stock
options using the "treasury stock" method 319 388
-------- -------
Weighted average(common and common equivalent) shares outstanding 8,537 8,433
======== =======
Net income $ 3,014 $ 2,335
======== =======
Net income per share $ 0.35 $ 0.28
======== =======
Fully diluted:
Weighted average number of common shares outstanding during the
period 8,218 8,045
Weighted average shares issuable upon exercise of outstanding stock
options using the "treasury stock" method 332 416
-------- -------
Weighted average (common and common equivalent) shares outstanding 8,550 8,461
======== =======
Net income $ 3,014 $ 2,335
======== =======
Net income per share $ 0.35 $ 0.28
======== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,076
<SECURITIES> 0
<RECEIVABLES> 128,934
<ALLOWANCES> 78,716
<INVENTORY> 0
<CURRENT-ASSETS> 65,962
<PP&E> 8,217
<DEPRECIATION> 3,722
<TOTAL-ASSETS> 150,951
<CURRENT-LIABILITIES> 43,196
<BONDS> 0
0
0
<COMMON> 82
<OTHER-SE> 65,119
<TOTAL-LIABILITY-AND-EQUITY> 150,951
<SALES> 59,510
<TOTAL-REVENUES> 59,510
<CGS> 47,660
<TOTAL-COSTS> 47,660
<OTHER-EXPENSES> 6,249
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 812
<INCOME-PRETAX> 4,861
<INCOME-TAX> 1,847
<INCOME-CONTINUING> 3,014
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,014
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.35
</TABLE>
