INPHYNET MEDICAL MANAGEMENT INC
10-Q/A, 1997-05-23
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A


(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
                                                                                -------------  ------------
                                                                                (UNAUDITED)
                                                                                (RESTATED)
<S>                                                                                <C>           <C>     
ASSETS
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                                         28,210        26,111
  Other assets                                                                        2,891         4,090
                                                                                   --------      --------
                                                                                     31,101        30,201
                                                                                   --------      --------
         Total assets                                                              $139,324      $123,216
                                                                                   ========      ========


LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Accrued compensation and related benefits                                        $ 16,940      $ 15,096
  Accounts payable and other current liabilities                                     22,541         8,018
  Reserve for self-insured claims                                                     4,168         7,179
                                                                                   --------      --------
     Total current liabilities                                                       43,649        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                                                                  28,622        18,480
                                                                                   --------      --------
         Total stockholders' equity                                                  94,666        82,368
                                                                                   --------      --------
         Total liabilities and stockholders' equity                                $139,324      $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
                                                ----          ----           ----             ----
                                             (RESTATED)                    (RESTATED)
<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                   36,018       13,254          63,541          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                  108,076       78,133         273,485         226,312
                                              ---------    ---------       ---------       ---------

      Income from operations                      5,264        3,901          18,224          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                  5,169        3,430          17,136          13,486
Income tax expense                                2,042        2,222           6,769           6,286
                                              ---------    ---------       ---------       ---------
   Net income                                 $   3,127    $   1,208       $  10,367       $   7,200
                                              =========    =========       =========       =========
Net income per share                          $    0.20    $    0.08 (2)   $    0.65 (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)
                                   (RESTATED)


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.   SIGNIFICANT AGREEMENTS AND RESTATEMENT

     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 (the
"PCA Agreement"). As part of the PCA Agreement, the Company acquired certain
physician provider contracts from PCA.

     Pursuant to the PCA Agreement, 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 PCA 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.

     The Company has restated its financial statements as of and for the three
and nine months ended September 30, 1996, to expense as incurred costs
relating to the PCA Agreement. The Company had established a $7.9 million
reserve for future estimated losses associated with the provider contracts the
Company was required to assume under the PCA Agreement. The Company recorded
$7.9 million as deferred contract acquisition costs and was amortizing these
costs over the initial five year life of the PCA Agreement. Through September
30, 1996, the Company had charged $2.5 million of losses from the PCA Agreement
against this reserve. As a result of the restatement, the reserve for losses
and deferred contract acquisition costs under the PCA Agreement have been
eliminated and costs associated with the PCA Agreement are being expensed as
incurred. This change resulted in a decrease in previously reported September
30, 1996 income from operations of $2.4 million; net income of $1.5 million and
income per share of $0.09.


                                      -4-
<PAGE>   7


4.   ACQUISITIONS

     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.

     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
Agreement and NHS acquisition, 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 $30.0
million, or 38.4%, to $108.1 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 $22.8 million due primarily to the
PCA Agreement and the NHS acquisition and the new correctional care contracts
awarded to the Company. Originally, $2.5 million of contracted medical services
expense, representing management's estimate of certain expected losses, had been
capitalized as deferred acquisition costs associated with provider contracts
the Company was required to assume according to the terms of the PCA Agreement.
The deferred acquisition costs was being amortized over the term of the PCA
Agreement which is five years. Due to this restatement, the Company eliminated
the deferred acquisition costs and expensed these costs in the period incurred.
An additional amount of $6.8 million had been capitalized for future costs
associated with these provider contracts. Due to this restatement, the amount
was expensed in the fourth quarter of 1996 and the first quarter of 1997. There
will be no amortization expense associated with this contract in 1996 or any 
future periods. The increase in operating expenses was offset by non-recurring
costs incurred in the prior year (see Note 4) 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 $1.8 million, or 52.9%, to $5.2 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 decreased by $0.2 million, or 9.1%,
to $2.0 million for the three months ended September 30, 1996 versus $2.2
million for the same period in 1995. The decrease was due to a 1995 tax charge
of approximately $0.9 million incurred in the third quarter of 1995 from the
conversion of one of the 


                                      -7-
<PAGE>   10

Company's subsidiaries from an S Corporation to a C Corporation upon its
acquisition. The decrease was partially offset by the increase in income before
income tax expense.

     NET INCOME. Net income increased by $1.9 million, or 158.3%, to $3.1
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
Agreement and NHS acquisition, 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 $47.2
million, or 20.9%, to $273.5 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 $27.3 million due primarily to the
PCA Agreement and the NHS acquisition, 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 4) 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 $3.6 million, or 26.7%, to $17.1 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 $0.5 million, or 7.9%,
to $6.8 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 $3.2 million, or 44.4%, to $10.4
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 $7.8 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

            None

            (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)




Date:    May 23, 1997             By: /s/ J. Clifford Findeiss, M.D.
                                      -----------------------------------------
                                          J. Clifford Findeiss, M.D.
                                          President, Chief Executive Officer 
                                          and Chairman of the Board



Date:    May 23, 1997             By: /s/ George W. McCleary, Jr.
                                      -----------------------------------------
                                          George W. McCleary, Jr.
                                          Executive Vice President, Chief
                                          Financial Officer, Secretary
                                          and Director





                                      -11-


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