INPHYNET MEDICAL MANAGEMENT INC
10-Q, 1996-11-13
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>   1


================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED SEPTEMBER 30, 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: 0-24336
                                   ----------






                        INPHYNET MEDICAL MANAGEMENT INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                    65-0501896
              --------                                    ----------
     (State of incorporation)                          (I.R.S. Employer
                                                      Identification No.)

                           1200 South Pine Island Road
                                    Suite 600
                       Fort Lauderdale, Florida 33324-4460
                       -----------------------------------
                     (Address of principal executive office)

                                 (954) 475-1300
                          -------------------------------
                         (Registrant's telephone number)

                                     -------


         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
                                             ----  ----

         The number of shares of the registrant's common stock, par value $0.01
per share, outstanding as of November 11, 1996 was 15,801,285.


================================================================================
<PAGE>   2


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES

          
          
          

                                      INDEX
                                      
<TABLE>   
<CAPTION>                                                                                            Page
                                                                                                     ----
<S>                                                                                                   <C>
PART I -- FINANCIAL INFORMATION

     Item 1. Financial Statements

             Condensed Consolidated Balance Sheets...............................................     1
             Condensed Consolidated Statements of Income.........................................     2
             Condensed Consolidated Statements of Cash Flows ....................................     3
             Notes to Condensed Consolidated Financial Statements................................     4
     Item 2. Management's Discussion and Analysis of
               Financial Condition and Results of Operations.....................................     6

PART II -- OTHER INFORMATION

     Item 1. Legal Proceedings...................................................................     10

     Item 2. Changes in Securities...............................................................     10

     Item 3. Defaults Upon Senior Securities.....................................................     10

     Item 4. Submission of Matters to a Vote of Security Holders.................................     10

     Item 5. Other Information...................................................................     10

     Item 6. Exhibits and Reports on Form 8-K....................................................     10

SIGNATURES   ....................................................................................     11

EXHIBITS     ....................................................................................     12
</TABLE>




                                      -i-

<PAGE>   3



                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                                SEPTEMBER 30,       DECEMBER 31,
                                                                                    1996                1995
                                                                                 ----------         ----------
   ASSETS                                                                       (UNAUDITED)
<S>                                                                              <C>                <C>       
   Current Assets:
     Cash                                                                        $    5,851         $    1,305

     Accounts receivable, net of allowances of approximately
       $78,000 and $91,000 at September 30, 1996 and
       December 31, 1995, respectively                                               79,470             69,759
     Accounts receivable from affiliates                                                461                559
                                                                                 ----------         ----------
                                                                                     79,931             70,318

     Other current assets                                                            11,500             10,206
                                                                                 ----------         ----------
        Total current assets                                                         97,282             81,829

   Equipment, furniture and leasehold improvements, net                              10,941             11,186

   Other assets:
     Cost in excess of net assets acquired, net                                      36,141             26,111
     Other assets                                                                     2,891              4,090
                                                                                 ----------         ----------
                                                                                     39,032             30,201
                                                                                 ----------         ----------
            Total assets                                                         $  147,255         $  123,216
                                                                                 ==========         ==========


   LIABILITIES AND STOCKHOLDERS' EQUITY 
   Current liabilities:
     Accrued compensation and related benefits                                   $   16,940         $   15,096
     Accounts payable and other current liabilities                                  28,982              8,018
     Reserve for self-insured claims                                                  4,168              7,179
                                                                                 ----------         ----------
        Total current liabilities                                                    50,090             30,293

   Long-term debt, net of current portion                                               465              9,617

   Deferred income taxes                                                                544                938

   Stockholders' equity:
     Common stock, par value -- $0.01, 50,000 shares authorized, 15,801 and
       15,690 issued and outstanding at September 30,
       1996 and December 31, 1995, respectively                                         158                157
     Additional paid-in capital                                                      65,886             63,731
     Retained earnings                                                               30,112             18,480
                                                                                 ----------         ----------
            Total stockholders' equity                                               96,156             82,368
                                                                                 ----------         ----------
            Total liabilities and stockholders' equity                           $  147,255         $  123,216
                                                                                 ==========         ==========
</TABLE>




     See accompanying notes to Condensed Consolidated Financial Statements.


                                      -1-
<PAGE>   4


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                          THREE MONTHS ENDED               NINE MONTHS ENDED
                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                                         --------------------            -----------------------
                                                         1996            1995            1996               1995
                                                         ----            ----            ----               ----

<S>                                                   <C>             <C>            <C>               <C>       
Net revenue                                           $  113,052      $  81,569      $  290,686        $  239,609
Revenue from affiliates                                      288            465           1,023             1,389
                                                      ----------      ---------      ----------        ----------

      Total revenue                                      113,340         82,034         291,709           240,998

Expenses:
   Compensation and related benefits                      60,346         51,561         175,726           154,539
   Contracted medical services                            33,555         13,254          61,078            36,231
   Insurance                                               3,326          2,756           9,116             8,976
   Depreciation                                              761            633           2,225             1,728
   Amortization                                              388            347           1,120               869
   Acquisition and other non-recurring
   expenses (see Note 3)                                      --          2,500 (2)         250 (1)         2,500 (2)
   Other                                                   7,237          7,082          21,507            21,469
                                                      ----------      ---------      ----------        ----------
      Total operating expenses                           105,613         78,133         271,022           226,312
                                                      ----------      ---------      ----------        ----------

      Income from operations                               7,727          3,901          20,687            14,686

Other income (expense):
   Loss on sale of physician practices                        --             --            (682) (1)           --
   Interest expense                                         (245)          (597)           (902)           (1,492)
   Interest income                                           107            140             338               326
   Other                                                      43            (14)            158               (34)
                                                      ----------      ---------      ----------        ----------
     Total other income (expense)                            (95)          (471)         (1,088)           (1,200)

Income before income tax expense                           7,632          3,430          19,599            13,486
Income tax expense                                         3,015          2,222           7,742             6,286
                                                      ----------      ---------      ----------        ----------
   Net income                                         $    4,617      $   1,208      $   11,857        $    7,200
                                                      ==========      =========      ==========        ==========

Net income per share                                  $     0.29      $    0.08 (2)  $     0.74 (1)    $     0.48 (2)
                                                      ==========      =========      ==========        ==========

Weighted average shares outstanding                       15,966         15,026          16,027            14,908
                                                      ==========      =========      ==========        ==========
</TABLE>


(1)  One time charges consisting of loss on sale of physician practices of
     $682,000 and certain management restructuring charges of $250,000 were
     recorded during the three months ended June 30, 1996, which represents
     $0.04 per share. Excluding these amounts, net income per share for the nine
     months ended September 30, 1996 was $0.78.

(2)  One time charges consisting of acquisition expenses of $1,700,000 and
     certain management restructuring charges of $800,000 were recorded during
     the three months ended September 30, 1995, which represents $0.16 per
     share. Excluding these amounts, net income per share for the three and nine
     months ended September 30, 1995 was $0.24 and $0.64, respectively.


     See accompanying notes to Condensed Consolidated Financial Statements.

                                      -2-
<PAGE>   5


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                   NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                               ----------------------
                                                                               1996              1995
                                                                               ----              ----

<S>                                                                         <C>               <C>      
Net cash provided by operating activities                                   $  17,558         $     952

Cash flows from investing activities:
  Acquisitions, net of cash acquired                                           (3,054)           (6,899)
  Purchases of equipment                                                       (3,064)           (2,252)
  Net cash collections from (advances to) affiliates                              622              (619)
  Other investing activities                                                      186              (302)
                                                                            ---------         ---------

Net cash used in investing activities                                          (5,310)          (10,072)

Cash flows from financing activities:
  Proceeds from borrowings of long-term debt                                   10,700            22,173
  Principal payments on long-term debt                                        (19,855)           (6,432)
  Distributions of accounts receivable
    not purchased in a prior acquisition                                           --            (1,050)
  Proceeds from exercise of stock options                                       1,453               692
  Other                                                                            --               (69)
                                                                            ---------         ---------

Net cash (used in) provided by financing activities                            (7,702)           15,314
                                                                            ---------         ---------

Net increase in cash                                                            4,546             6,194

Cash at beginning of period                                                     1,305             1,422
                                                                            ---------         ---------

Cash at end of period                                                       $   5,851         $   7,616
                                                                            =========         =========
</TABLE>




     See accompanying notes to Condensed Consolidated Financial Statements.

                                      -3-
<PAGE>   6


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements (the
"Financial Statements") of Inphynet Medical Management Inc. and Subsidiaries
(the "Company") are unaudited, and in the opinion of management, include all
significant normal and recurring adjustments which are necessary for a fair
presentation in accordance with generally accepted accounting principles.
Accordingly, the Financial Statements should be read in conjunction with the
more complete disclosures contained in the Company's audited consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995. The results of operations for the interim
periods presented are not necessarily indicative of the results of operations
for the full year. Certain amounts in the prior year's Financial Statements have
been reclassified to conform the current year's presentation.


2.   NEW PRONOUNCEMENTS

     In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement 123"), which provides an alternative to Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25"). Statement 123 allows for a fair value based method of accounting for
stock options and similar equity instruments. However, for companies that
continue to account for stock-based compensation arrangements under APB 25,
Statement 123 requires disclosure of the pro forma effect on net income and
earnings per share of its fair value based accounting for those arrangements.
The requirements of Statement 123 are effective for fiscal years beginning after
December 15, 1995, or upon initial adoption of the statement, if earlier. The
disclosure requirements of Statement 123, including the pro forma information,
need not be applied to interim financial statements unless a complete set of
financial statements is presented for that period. The Company has concluded
that it will continue to account for stock-based compensation arrangements under
APB 25.

3.   ACQUISITIONS

     Effective July 1, 1996, the Company entered into a contract with PCA Health
Plans of Florida, Inc. (PCA), to provide and arrange for, under various prepaid
health services plans, certain covered services to be provided to certain
persons who are enrolled as members in a PCA Health Plan in Florida. As part of
this contract, the Company acquired certain physician provider contracts from
PCA.

     Pursuant to the contract, the Company will receive compensation in the form
of monthly capitation payments from PCA and will assume the risk associated with
the management of physician provider medical costs. To secure its obligation
under the agreement, the Company is required to provide PCA a letter of credit
(LOC) for an amount which is initially equal to approximately two months of
capitation payments. As of September 30, 1996, the amount outstanding under the
LOC was approximately $13.0 million.

     Effective July 1, 1996, in a transaction accounted for as a purchase, the
Company acquired certain assets and contracts of NHS National Health Services,
Inc. (NHS) for a purchase price contingent upon the assets' operating
performance over a five year period following closing. In accordance with APB
16, "Business Combinations," the recognition of costs in excess of net assets
acquired will occur when the contingency is determinable. The purchase agreement
requires that installments of the purchase price be determined following each
annual anniversary of the transaction's effective date for a period of five
years.

                                      -4-
<PAGE>   7


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)

3.   ACQUISITIONS (CONTINUED)

     Effective July 1, 1995 and September 1, 1995, respectively, the Company
acquired MetroAmerican Radiology, Inc. and an affiliated entity
("MetroAmerican") and Radiology Associates of Hollywood, Inc. and affiliated
entities ("Radiology Associates") in stock transactions accounted for using the
pooling of interests method.

     In connection with the acquisition of MetroAmerican, the Company exchanged
approximately 473,000 shares of its common stock for all of the outstanding
shares of MetroAmerican. As a result of this transaction, the Company acquired
contracts to provide radiology services on a fee-for-service basis at various
hospitals and clinics located in nine states. The expenses associated with the
transactions were approximately $0.5 million.

     Prior to July 1, 1995, MetroAmerican was taxed as an S Corporation and,
accordingly, was not subject to corporate income taxes. Concurrent with the
acquisition of MetroAmerican, MetroAmerican converted to C Corporation status
with respect to federal and state income taxes. Accordingly, the Company
recorded a charge to income tax expense of approximately $0.9 million to reflect
the cumulative effect of adopting Financial Accounting Standards Board Statement
No. 109, "Accounting for Income Taxes" ("FASB 109").

     In connection with the acquisition of Radiology Associates, the Company
exchanged 1,625,000 shares of its common stock for all of the outstanding shares
of Radiology Associates. Radiology Associates provides radiology and management
services to various hospitals, outpatient centers, radiology oncology centers
and a regional teleradiology reading facility. Expenses associated with the
transaction were approximately $1.2 million.



                                      -5-
<PAGE>   8


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



INTRODUCTION

     The Company commenced operations in 1974 to provide physician practice
management services to hospital emergency departments. Since that time, the
Company has expanded its business to include (i) the Hospital Physician Services
division, through which it delivers emergency medicine and other hospital-based
physician services, and (ii) the Capitated Medical Services division, through
which it manages the delivery of comprehensive medical services under contracts
with HMOs and correctional institutions and the delivery of fee-for-service
medical services through primary care practices and home health agencies.

     The Company's contracts with its hospital physician services clients
typically provide for payments on either a fee-for-service basis, whereby the
Company bills patients or third-party payors directly for medical services, or a
flat-fee basis, whereby the Company is paid a fixed amount by the hospital based
on the number of hours of medical staffing provided or the number of patients
treated. Fee-for-service contracts may, in certain instances, involve the
payment of a subsidy to the Company by the client. Under capitated medical
services contracts, the Company receives a fixed monthly fee from third-party
payors for each covered life in exchange for assuming responsibility for the
provision for medical services. Fee-for-service contracts, which usually require
the Company to assume the financial risks relating to patient volume, payor mix
and reimbursement rates, have longer collection periods than flat-fee and
capitated fee contracts and require the Company to bear the credit risk of
collecting from uninsured individuals.

     The Company's growth has historically resulted from increases in the number
of patient visits and fees for services provided under existing contracts, the
award of new contracts, and acquisitions. During the first three quarters of
1996, the Company acquired a primary care practice, certain contracts and other
assets of NHS and contracts to provide subcapitated services to certain PCA
enrollees.

                                      -6-
<PAGE>   9



     The following discussion provides an assessment of the Company's results of
operations and liquidity and capital resources and should be read in conjunction
with the Financial Statements included elsewhere in this document.

RESULTS OF OPERATIONS

The following table sets forth net revenue for the periods indicated (in
millions):
<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                       SEPTEMBER 30,                       SEPTEMBER 30,
                                            -------------------------------    ----------------------------------               
                                                         PERCENT                             PERCENT
                                               1996     INCREASE      1995         1996      INCREASE      1995
                                               ----     --------      ----         ----      --------      ----

<S>                                          <C>         <C>       <C>          <C>           <C>       <C>      
Hospital Physician Services Division         $    54.3     2.8%    $    52.8    $   163.0      3.2%     $   158.0
Capitated Medical Services Division:
  Managed Care                                    35.8    98.9%         18.0         74.5     43.3%          52.0
  Correctional Care                               23.2   107.1%         11.2         54.2     74.8%          31.0
                                             ---------             ---------    ---------               ---------

Total Capitated Medical Services Division         59.0   102.1%         29.2        128.7     55.1%          83.0
                                             ---------             ---------    ---------               ---------

Total revenue                                $   113.3    38.2%    $    82.0    $   291.7     21.0%     $   241.0
                                             =========             =========    =========               =========

</TABLE>


THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995

     Total revenue. Total revenue increased by $31.3 million, or 38.2%, to
$113.3 million for the three months ended September 30, 1996 from $82.0 million
for the same period in 1995. The increase was primarily due to the PCA and NHS
acquisitions, new contract awards and increased revenues from existing
contracts.

     Hospital Physician Services Division revenue increased by $1.5 million, or
2.8%, to $54.3 million for the three months ended September 30, 1996 from $52.8
million for the same period in 1995, primarily as a result of increased revenue
from existing contracts.

     Capitated Medical Services Division revenue increased by $29.8 million, or
102.1%, to $59.0 million for the three months ended September 30, 1996 from
$29.2 million for the same period in 1995. The increase was primarily due to the
PCA and NHS acquisitions, a new correctional care contract and rate increases
related to existing contracts.

     Total operating expenses. Total operating expenses increased by $27.5
million, or 35.2%, to $105.6 million for the three months ended September 30,
1996 from $78.1 million for the same period in 1995. The increase was primarily
due to an increase in compensation expense and related benefits of $8.8 million
resulting from an increase in the number of healthcare and administrative
personnel associated with the NHS acquisition, new contracts awarded, and an
increase in contracted medical services of $20.3 million due primarily to the
PCA and NHS acquisitions and the new correctional care contract awarded to the
Company. The increase in operating expenses was offset by non-recurring costs
incurred in the prior year (see Note 3) in connection with the 1995 acquisitions
of MetroAmerican and Radiology Associates of approximately $1.7 million and
management restructuring costs of approximately $0.8 million.

     Income before income tax expense. Income before income tax expense
increased by $4.2 million, or 123.5%, to $7.6 million for the three months ended
September 30, 1996 from $3.4 million for the same period in 1995 due primarily
to the factors set forth above.

     Income tax expense. Income tax expense increased by $0.8 million, or 36.4%,
to $3.0 million for the three months ended September 30, 1996 versus $2.2
million for the same period in 1995. The increase was due to the increase in
income before income tax expense. The increase was partially offset by a 1995
tax charge of

                                      -7-
<PAGE>   10

approximately $0.9 million incurred in the third quarter of 1995 from the
conversion of one of the Company's subsidiaries from an S Corporation to a C
Corporation upon its acquisition.

     Net income. Net income increased by $3.4 million, or 283.3%, to $4.6
million for the three months ended September 30, 1996, from $1.2 million for the
same period in 1995 due to the factors discussed above.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1995

     Total revenue. Total revenue increased by $50.7 million, or 21.0%, to
$291.7 million for the nine months ended September 30, 1996 from $241.0 million
for the same period in 1995. The increase was primarily due to the PCA and NHS
acquisitions, new contract awards and increased revenues from existing
contracts.

     Hospital Physician Services Division revenue increased by $5.0 million, or
3.2%, to $163.0 million for the nine months ended September 30, 1996 from $158.0
million for the same period in 1995, primarily as a result of increased revenue
from existing contracts.

     Capitated Medical Services Division revenue increased by $45.7 million, or
55.1%, to $128.7 million for the nine months ended September 30, 1996 from $83.0
million for the same period in 1995. The increase was primarily due to the PCA
and NHS acquisitions, new correctional care contracts awarded and rate increases
related to existing contracts.

     Total operating expenses. Total operating expenses increased by $44.7
million, or 19.8%, to $271.0 million for the nine months ended September 30,
1996 from $226.3 million for the same period in 1995. The increase was primarily
due to an increase in compensation expense and related benefits of $21.2 million
resulting from an increase in the number of healthcare and administrative
personnel associated with the NHS acquisition, new contracts awarded, and an
increase in contracted medical services of $24.8 million due primarily to the
PCA and NHS acquisitions, and new correctional care contracts awarded to the
Company. The increase in operating expenses was offset by non-recurring costs
incurred in the prior year (see Note 3) in connection with the 1995 acquisitions
of MetroAmerican and Radiology Associates of approximately $1.7 million and
management restructuring costs of approximately $0.8 million.

     Income before income tax expense. Income before income tax expense
increased by $6.1 million, or 45.2%, to $19.6 million for the nine months ended
September 30, 1996 from $13.5 million for the same period in 1995 due primarily
to the factors set forth above.

     Income tax expense. Income tax expense increased by $1.4 million, or 22.2%,
to $7.7 million for the nine months ended September 30, 1996 versus $6.3 million
for the same period in 1995. The increase was due to the increase in income
before income tax expense. The increase was partially offset by a 1995 tax
charge of approximately $0.9 million from the conversion of one of the Company's
subsidiaries from a S Corporation to a C Corporation upon its acquisition.

     Net income. Net income increased by $4.7 million, or 65.3%, to $11.9
million for the nine months ended September 30, 1996, from $7.2 million for the
same period in 1995 due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

     Nine Months Ended September 30, 1996. Net cash provided by operating
activities was $17.6 million for the nine months ended September 30, 1996, due
primarily to cash generated from operations, an increase of $9.7 million in
accounts receivable due to the NHS acquisition and the startup of new
corrections contracts, and an increase in accounts payable of $13.3 million due
to an increase in outstanding contracted medical services associated with the
PCA and NHS acquisitions.

     Net cash used in investing activities of $5.3 million was primarily the
result of expenditures of $3.1 million for acquisitions and purchases of capital
equipment for $3.1 million.

                                      -8-
<PAGE>   11

     Net cash used in financing activities of $7.7 million was primarily the
result of borrowings of $10.7 million under the Company's Credit Facility and
$1.5 million received from the exercise of stock options, offset by principal
payments under the Credit Facility of $19.9 million.

     As a result of the factors discussed above, cash increased to $5.9 million
at September 30, 1996 from $1.3 million at December 31, 1995.

     Nine Months Ended September 30, 1995. Net cash provided by operating
activities was $1.0 million for the nine months ended September 30, 1995, due
primarily to cash generated from operations offset by non-recurring payments of
$1.7 million for acquisition expenses related to the acquisitions of
MetroAmerican and Radiology Associates, an increase in accounts receivable of
approximately $8.2 million partially caused by the Company's implementation of a
new fee-for-service billing system in the first half of 1995 and, new
correctional care, Department of Defense and hospital services contracts awarded
to the Company.

     Net cash used in investing activities of $10.1 million was primarily the
result of expenditures of $6.9 million for acquisitions, and purchases of
capital equipment for $2.3 million.

     Net cash provided by financing activities of $15.3 million was primarily
the result of borrowings of $22.2 million under the Company's Credit Facility,
offset by principal payments under the Credit Facility of $6.4 million and
distributions of $1.1 million of collected accounts receivable not purchased by
the Company in a 1993 acquisition. The Company provided collection services for
a fee to the former shareholders of said acquisition.

     As a result of the factors discussed above, cash increased to $7.6 million
at September 30, 1995 from $1.5 million at December 31, 1994.

                                      -9-

<PAGE>   12


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
                          PART II -- OTHER INFORMATION



ITEM 1:  Legal Proceedings

                          The Company is involved in various legal proceedings
                          incidental to its business, substantially all of which
                          involve claims related to the alleged malpractice of
                          employed and contracted medical professionals and to
                          the failure to render care. In the opinion of the
                          Company's management, no individual item of litigation
                          or group of similar items of litigation, taking into
                          account the insurance coverage available to the
                          Company, is likely to have a material adverse effect
                          on the Company's financial position.

ITEM 2:  Changes in Securities

                          None

ITEM 3:  Defaults Upon Senior Securities

                          None

ITEM 4:  Submission of Matters to a Vote of Security Holders

                          None

ITEM 5:  Other Information

                          None

ITEM 6:  Exhibits and Reports on Form 8-K

                          (a)  Exhibits

                          11 - Statement Re: Computation of Per-Share Earnings

                          27 - Financial Data Schedule (for SEC use only)

                          (b)  Reports on Form 8-K

                          None


                                      -10-

<PAGE>   13


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES

                                   SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                        Inphynet Medical Management Inc.
                                  (registrant)


<TABLE>

<S>                                   <C>
Date:    November 13, 1996            By:     /s/   J. Clifford Findeiss, M.D.
                                              --------------------------------
                                                    J. Clifford Findeiss, M.D.
                                                    President, Chief Executive Officer and
                                                     Chairman of the Board



Date:    November 13, 1996            By:     /s/   George W. McCleary, Jr.
                                              -----------------------------
                                                    George W. McCleary, Jr.
                                                    Executive Vice President, Chief
                                                     Financial Officer, Secretary
                                                     and Director

</TABLE>

                                      -11-

<PAGE>   1


                INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
          EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER-SHARE EARNINGS
                      (IN THOUSANDS, EXCEPT PER-SHARE DATA)


<TABLE>
<CAPTION>


                                                 THREE MONTHS ENDED          NINE MONTHS ENDED
                                                    SEPTEMBER 30,               SEPTEMBER 30,
                                                -----------------            ----------------
                                                  1996       1995             1996      1995
<S>                                             <C>       <C>               <C>       <C>    
PRIMARY AND FULLY DILUTED

Weighted average shares outstanding              15,798    14,640            15,762    14,601
                                                                                             
                                                                                             
Effect of dilutive stock options based on the                                                
  treasury stock method                             168       386               265       307
                                                -------   -------           -------   -------
                                                                                             
Total weighted average shares outstanding        15,966    15,026            16,027    14,908
                                                =======   =======           =======   =======
                                                                                             
                                                                                             
                                                                                             
Net income                                      $ 4,617   $ 1,208           $11,857   $ 7,200
                                                =======   =======           =======   =======
                                                                                             
                                                                                             
Net income per share                            $  0.29   $  0.08           $  0.74   $  0.48
                                                =======   =======           =======   =======
                                                                            
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                           5,851
<SECURITIES>                                         0
<RECEIVABLES>                                  157,931
<ALLOWANCES>                                    78,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                97,282
<PP&E>                                          10,941
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 147,255
<CURRENT-LIABILITIES>                           50,090
<BONDS>                                            465
                                0
                                          0
<COMMON>                                           158
<OTHER-SE>                                      95,998
<TOTAL-LIABILITY-AND-EQUITY>                   147,225
<SALES>                                              0
<TOTAL-REVENUES>                               291,709
<CGS>                                                0
<TOTAL-COSTS>                                  270,526
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 902
<INCOME-PRETAX>                                 19,599
<INCOME-TAX>                                     7,742
<INCOME-CONTINUING>                             11,857
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,857
<EPS-PRIMARY>                                      .74
<EPS-DILUTED>                                      .74
        

</TABLE>


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