<PAGE>
UNITED STATES
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 JUNE 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-26190
AMERICAN ONCOLOGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1213501
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
16825 NORTHCHASE DRIVE, SUITE 1300
HOUSTON, TEXAS
77060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(281) 873-2674
(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 AUGUST 7, 1998, THE REGISTRANT HAD 48,889,659 SHARES OF COMMON STOCK
OUTSTANDING OR TO BE DELIVERED ON FUTURE DATES FOR NO ADDITIONAL CONSIDERATION.
OF THIS AMOUNT, 32,627,124 SHARES WERE OUTSTANDING AND 16,262,535 SHARES WERE TO
BE DELIVERED ON FUTURE DATES FOR NO ADDITIONAL CONSIDERATION.
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
FORM 10-Q
JUNE 30, 1998
TABLE OF CONTENTS
Page No
-------
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET 3
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS 4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES 16
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 17
ITEM 5. OTHER INFORMATION 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 18
SIGNATURES 19
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AMERICAN ONCOLOGY RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PAR VALUE AND SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
--------- ---------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $ 6,536 $ 5,000
Accounts receivable 113,292 92,038
Prepaids and other current assets 12,521 10,149
Due from affiliated physician groups 2,799 7,904
--------- ---------
Total current assets 135,148 115,091
Property and equipment, net 46,617 38,564
Management service agreements, net of amortization of $19,933 and $15,589 337,285 326,295
Other assets 5,249 3,943
--------- ---------
$ 524,299 $ 483,893
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable $ - $ 14,011
Current maturities of long-term indebtedness 10,873 8,628
Accounts payable 28,242 38,870
Due to affiliated physician groups 5,100 289
Accrued compensation costs 2,721 2,783
Accrued interest payable 3,561 2,804
Income taxes payable 499 8
Other accrued liabilities 7,641 3,834
--------- ---------
Total current liabilities 58,637 71,227
Deferred income taxes 13,350 8,956
Long-term indebtedness 163,880 139,716
--------- ---------
Total liabilities 235,867 219,899
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding
Series A Preferred Stock, $.01 par value, 500,000 shares
authorized and reserved, none issued and outstanding
Common stock, $.01 par value, 80,000,000 shares authorized,
32,398,986 and 29,721,754 shares issued and outstanding 324 297
Additional paid-in capital 149,840 138,381
Common stock to be issued, 16,462,718 and 17,937,752 shares 72,946 74,757
Retained earnings 65,322 50,559
--------- ---------
Total stockholders' equity 288,432 263,994
--------- ---------
$ 524,299 $ 483,893
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
-3-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue $ 111,614 $ 79,525 $ 212,563 $ 149,921
Operating expenses:
Pharmaceuticals and supplies 50,534 36,002 95,643 68,140
Practice compensation and benefits 20,828 14,588 40,287 28,059
Other practice costs 13,054 8,634 24,863 16,324
General and administrative 6,662 5,647 12,703 9,818
Depreciation and amortization 4,874 3,311 9,364 6,348
--------- --------- --------- ---------
95,952 68,182 182,860 128,689
--------- --------- --------- ---------
Income from operations 15,662 11,343 29,703 21,232
Other income (expense):
Interest income 46 74 76 176
Interest expense (2,979) (2,117) (5,968) (3,862)
--------- --------- --------- ---------
Income before income taxes 12,729 9,300 23,811 17,546
Income taxes 4,837 3,581 9,048 6,755
--------- --------- --------- ---------
Net income $ 7,892 $ 5,719 $ 14,763 $ 10,791
========= ========= ========= =========
Net income per share - basic $ 0.16 $ 0.13 $ 0.31 $ 0.24
========= ========= ========= =========
Shares used in per share calculations - basic 48,732 45,469 48,346 45,030
========= ========= ========= =========
Net income per share - diluted $ 0.16 $ 0.12 $ 0.30 $ 0.23
========= ========= ========= =========
Shares used in per share calculations - diluted 50,290 48,431 50,115 47,912
========= ========= ========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
-4-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL COMMON
COMMON STOCK PAID-IN STOCK TO RETAINED
SHARES PAR VALUE CAPITAL BE ISSUED EARNINGS TOTAL
------ --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 29,722 $ 297 $ 138,381 $ 74,757 $ 50,559 $ 263,994
Medical practice transactions-
value of 351 shares to be
issued 3,259 3,259
Delivery of 1,826 shares from
issuance of Common Stock 1,826 18 5,052 (5,070)
Exercise of options to purchase
Common Stock 851 9 2,247 2,256
Tax benefit from exercise of non-
qualified stock options 4,160 4,160
Net Income 14,763 14,763
------ ------- ---------- --------- --------- ---------
Balance at June 30, 1998 32,399 $ 324 $ 149,840 $ 72,946 $ 65,322 $ 288,432
====== ======= ========== ========= ========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
-5-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 14,763 $ 10,791
Noncash adjustments:
Depreciation and amortization 9,364 6,348
Deferred income taxes 4,394 2,566
Cash provided, net of effects of medical practice
transactions, by changes in:
Accounts receivable (20,140) (11,109)
Prepaids and other current assets (2,650) 582
Other assets 410 175
Accounts payable (11,333) 7,272
Due from/to affiliated physician groups 10,028 8,897
Income taxes receivable/payable 4,650 (317)
Other accrued liabilities 4,318 (1,150)
-------- --------
Net cash provided by operating activities 13,804 24,055
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment (12,348) (7,092)
Net payments in medical practice transactions (9,571) (24,004)
Other 35 -
-------- --------
Net cash used in investing activities (21,884) (31,096)
-------- --------
Cash flows from financing activities:
Proceeds from credit facility 26,000 45,000
Repayment of credit facility (2,000) (21,000)
Repayment of other indebtedness (16,640) (6,728)
Purchase of Treasury Stock - (6,418)
Proceeds from exercise of stock options 2,256 141
-------- --------
Net cash provided by financing activities 9,616 10,995
-------- --------
Increase in cash and equivalents 1,536 3,954
Cash and equivalents:
Beginning of period 5,000 3,429
-------- --------
End of period $ 6,536 $ 7,383
======== ========
Interest paid $ 5,391 $ 3,484
Taxes paid 3 4,538
Noncash transactions:
Tax benefit from exercise of non-qualified stock options 4,160 151
Value of Common Stock to be issued in medical practice transactions 3,259 7,979
Delivery of Common Stock to be issued in medical practice transactions 5,070 5,967
Debt issued in medical practice transactions 5,038 14,393
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
-6-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and in accordance with Form 10-Q and Rule 10.01 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, the unaudited condensed
consolidated financial statements contained in this report reflect all
adjustments that are normal and recurring in nature and considered necessary for
a fair presentation of the financial position and the results of operations for
the interim periods presented. The preparation of the Company's financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, as well as disclosures on contingent
assets and liabilities. Because of inherent uncertainties in this process,
actual future results could differ from those expected at the reporting date.
These unaudited condensed consolidated financial statements, footnote
disclosures and other information should be read in conjunction with the
financial statements and the notes thereto included in the Company's Form 10-K
filed with the Securities and Exchange Commission on March 23, 1998.
NOTE 2 - MEDICAL SERVICE REVENUE
Medical service revenue for services to patients by the medical groups
affiliated with the Company is recorded when services are rendered based on
established or negotiated charges reduced by contractual adjustments and
allowances for doubtful accounts. Differences between estimated contractual
adjustments and final settlements are reported in the period when final
settlements are determined. Medical service revenue of the affiliated medical
groups is reduced by the contractual amounts retained by the medical groups to
arrive at the Company's revenue.
The following presents the amounts included in the determination of the
Company's revenue (in thousands):
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
--------- --------- --------- ---------
Medical service revenue $ 146,104 $ 105,602 $ 279,670 $ 197,739
Amounts retained by medical practices 34,490 26,077 67,107 47,818
--------- --------- --------- ---------
Revenue $ 111,614 $ 79,525 $ 212,563 $ 149,921
========= ========= ========= =========
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<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
NOTE 3 - MEDICAL PRACTICE TRANSACTIONS
During the first six months of 1998, the Company affiliated with five oncology
practices and acquired two radiation oncology centers. During the first six
months of 1997, the Company affiliated with seven medical oncology practices and
two radiation oncology practices. The transactions have been accounted for as
asset purchases. The following presents the aggregate consideration required to
complete those transactions (in thousands):
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
--------- --------- --------- ---------
Cash and transaction costs $ 2,564 $ 10,134 $ 9,571 $ 24,004
Liabilities assumed 77 592 972 2,804
Issuance of short-term and
subordinated notes 2,393 5,438 5,038 14,393
Common Stock to be issued 1,607 3,586 3,259 7,979
--------- --------- --------- ---------
$ 6,641 $ 19,750 $ 18,840 $ 49,180
========= ========= ========= =========
In conjunction with the medical practice transactions occurring since inception,
the Company is contingently obligated to pay up to an additional $1.3 million in
future years depending on the achievement of certain financial objectives. Such
liability, if any, will be recorded in the period in which the outcome of the
contingency becomes known. Any payment made will be allocated to the long-term
management services agreements and amortized accordingly.
Effective July 1, 1998, the Company changed its policy with respect to
amortization of its intangible assets. All existing and future intangible
assets will be amortized over a period not to exceed 25 years. Had this policy
been adopted as of January 1, 1997, amortization expense would have increased by
approximately $3.0 million and $2.2 million for the six months ended June 30,
1998 and 1997, respectively. Applying the Company's historical tax rate, diluted
earnings per share would have been reduced by $0.04 and $0.03 for the six months
ended June 30, 1998 and 1997, respectively. See discussion at Part I, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, under the caption, "Results of Operations."
For transactions completed through June 30, 1998, the scheduled issuance of the
shares of Common Stock that the Company is committed to deliver over the passage
of time are 1,114,406 in 1998, 5,244,319 in 1999, 5,497,725 in 2000, 1,757,047
in 2001, 1,997,434 in 2002 and 851,787 thereafter. Although such shares are not
yet issued or outstanding, such shares are considered as outstanding for the
purpose of earnings per share calculations.
NOTE 4 - CAPITALIZATION
As part of affiliating with medical practices as described in Note 3, the
Company has nonforfeitable commitments to issue shares of Common Stock at
specified future dates for no further consideration. Common Stock to be issued
is shown as a separate component in stockholders' equity, and the amounts, upon
issuance of the shares, will be reclassified to par value and additional paid-in
capital.
During the first six months of 1998, options to purchase 985,750 shares of
Common Stock at $13.96 to $15.67 per share were granted under the Company's
various stock option plans, 507,750 of which was granted to executive officers
and directors. During the first six months of 1998, options to purchase 851,020
shares of Common Stock at $1.34 to $10.56 per share were exercised, of which
623,722 were exercised by executive officers and directors. During the first six
months of 1998, options to purchase 170,000 shares of Common Stock were
canceled. At June 30, 1998, there were options to purchase 5,673,884 shares of
Common Stock outstanding under the Company's various stock option plans at
exercise prices of $1.33 to $24.18 per share.
-8-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
Effective May 14, 1998, the stockholders of the Company approved an amendment to
the Company's Key Employee Stock Option Plan ("Plan") to increase the number of
shares available for grants under the Plan to 10% from 7% of the Company's
outstanding Common Stock (including shares to be issued at future specified
dates). In addition, effective May 14, 1998, the Company's stockholders
approved amendments to the Company's Non-Employee Director Stock Option Plan
(the "Director Plan"): (i) providing for a grant to each non-employee director
who has not previously been elected by the stockholders to the Board of
Directors, at the time of his or her election, of an option to purchase 5,000
shares of the Company's Common Stock, at a price determined in accordance with
the Director Plan; (ii) increasing the amount of the automatic annual grant to
each other non-employee director from an option to purchase 2,000 shares to an
option to purchase 3,000 shares, at a price determined in accordance with the
Director Plan; and (iii) providing for an additional automatic annual grant to
each non-employee director of an option to purchase 1,000 shares for each Board
committee to which such director is appointed.
On May 16, 1997, the Board of Directors of the Company adopted a shareholder
rights plan and, in connection therewith, declared a dividend of one Series A
Preferred Share Purchase Right for each outstanding share of Common Stock. For
a more detailed description of the shareholder rights plan, refer to the
Company's Form 8-A filed with the Securities and Exchange Commission on June 2,
1997.
Effective May 8, 1997, the Company's stockholders approved an increase in the
number of shares of Common Stock authorized to be issued to 80,000,000 shares.
NOTE 5 - INDEBTEDNESS
Short-term notes payable
Short-term notes payable bear interest at 7% and have original maturities of
less than one year. The notes are payable to affiliated physicians and relate
to medical practice transactions.
Long-term indebtedness
Long-term indebtedness consists of the following (in thousands):
JUNE 30, DECEMBER 31,
1998 1997
-------- --------
Subordinated notes $ 83,384 $ 80,710
Credit facility 90,000 66,000
Capital lease obligations and other 1,369 1,634
-------- --------
174,753 148,344
Less current maturities (10,873) (8,628)
-------- --------
$163,880 $139,716
======== ========
Subordinated Notes
The subordinated notes are issued in substantially the same form in different
series and are payable to affiliated physicians and relate to medical practice
transactions. Substantially all of the notes outstanding at June 30, 1998 and
December 31, 1997 bear interest at 7% per annum, are due in installments through
2005 and are subordinated to senior bank and certain other debt. If the Company
fails to make a payment under any of the notes, the respective physician group
can terminate the related management services agreement for cause.
Credit Facility
The Company has a loan agreement and revolving credit/term facility ("Credit
Facility") with First Union National Bank ("First Union") individually and as
Agent for twelve additional lenders ("Lenders"), which was amended as of
December 29, 1997 to improve certain terms and covenants. Under the terms of
the agreement, the amount available for borrowings is $150 million through
October 31, 2002. Borrowings under the Credit Facility may be used to finance
medical group transactions, provide working capital or for other general
corporate purposes. At June 30, 1998, the Company had an outstanding balance of
$90 million under the Credit Facility. The Company has classified this facility
as long-term due to its ability and intent to maintain the borrowings beyond
1998.
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<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
Borrowings under the Credit Facility are secured by all securities owned by the
Company, including all capital stock of the Company's subsidiaries, and all
management service agreements. At the Company's option, funds may be borrowed
at the Base interest rate or the London Interbank Offer Rate (LIBOR) plus an
amount determined under a defined formula. The Base rate is selected by First
Union and is defined as their prime rate or Federal Funds Rate plus 1/2%.
Interest on amounts outstanding under Base rate loans is due quarterly, while
interest on LIBOR related loans is due at the end of each applicable interest
period or quarterly, if earlier. As of June 30, 1998, the weighted average
interest rate on all outstanding draws was 6.5%.
The Company is subject to restrictive covenants under the facility, including
the maintenance of certain financial ratios. The agreement limits certain
activities such as additional indebtedness, sales of assets, investments,
capital expenditures, mergers and consolidations and the payment of dividends.
Under certain circumstances, additional medical practice transactions may
require First Union's and the Lenders' consent. At June 30, 1998, the Company
was in compliance with all applicable debt covenants.
Master Lease
In December 1997, the Company entered into a $75 million master lease agreement
related to integrated cancer centers, which the lessor may construct. Under the
agreement, the lessor purchases the properties, pays for the construction costs
and thereafter leases the facilities to the Company. The initial term of the
lease is for five years and can be renewed in one-year increments if approved by
the lessor. The lease provides for substantial residual value guarantees and
includes purchase options at original cost on each option.
NOTE 6 - EARNINGS PER SHARE
During 1997, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) Statement No. 128, "Earnings Per Share," (FAS 128), which
requires the Company to disclose "basic" and "diluted" earnings per share and to
restate all prior periods presented for comparative purposes. In addition, the
Securities and Exchange Commission recently issued Staff Accounting Bulletin No.
98 (SAB 98), which eliminates the impact of "cheap stock" issued prior to an
initial public offering. The Company has restated all prior periods presented
to comply with the provisions of FAS 128 and SAB 98.
The computation of basic earnings per share is based on a weighted average
number of Common Stock and Common Stock to be issued shares outstanding during
the periods. The computation of the diluted earnings per share is based on a
weighted average number of Common Stock and Common Stock to be issued shares
outstanding during the periods as well as all dilutive potential Common Stock
calculated under the treasury stock method.
The table summarizes the determination of shares used in earnings per share
calculations (in thousands):
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
Basic 1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Outstanding at end of period:
Common Stock 32,399 28,650 32,399 28,650
Common Stock to be issued 16,463 16,942 16,463 16,942
------ ------ ------ ------
48,862 45,592 48,862 45,592
Effect of weighting (130) (123) (516) (562
------ ------ ------ ------
Shares used in per share calculations 48,732 45,469 48,346 45,030
====== ====== ====== ======
Diluted
Outstanding at end of period:
Common Stock 32,399 28,650 32,399 28,650
Common Stock to be issued 16,463 16,942 16,463 16,942
------ ------ ------ ------
48,862 45,592 48,862 45,592
Effect of weighting and assumed conversions
of dilutive stock options 1,428 2,839 1,253 2,320
------ ------ ------ ------
Shares used in per share calculations 50,290 48,431 50,115 47,912
====== ====== ====== ======
</TABLE>
-10-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
NOTE 7 - RECENT PRONOUNCEMENTS
Effective April 1, 1998, the Company adopted FASB Statement No. 130,
"Comprehensive Income," which establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. In addition to net income, comprehensive income is
comprised of "other comprehensive income," which includes all charges and
credits to equity that are not the result of transactions with owners of the
Company's Common Stock. Net income and comprehensive income were the same for
the second quarter of 1998.
In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information," which is effective for the Company's
financial statements as of and for the year ending December 31, 1998. This
Statement requires reporting of summarized financial results for the operating
segments as well as establishes standards for related disclosures about products
and services, geographic areas and major customers. Primary disclosure
requirements include total segment revenues, total segment profit or loss and
total segment assets. The Company is evaluating the impact of this Statement on
its current reporting and expects to adopt the new standard for its year ended
December 31, 1998.
-11-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
American Oncology Resources, Inc. (the "Company") enters into management
agreements with, and purchases the nonmedical assets of, medical and radiation
oncology practices. Under the terms of the management agreements, the Company
provides comprehensive management services to its affiliated oncology practices,
including operational and administrative services, and furnishes personnel,
facilities, supplies and equipment. These practices provide a broad range of
medical services to cancer patients, integrating the specialties of medical
oncology, hematology, radiation oncology, diagnostic radiology and stem cell
transplantation. Substantially all of the Company's revenue consists of
management fees and includes all medical practice operating costs for which the
Company is contractually responsible.
In recent years, there has been a trend among oncologists to form larger group
practices that provide a broad range of services to cancer patients in
outpatient settings, rather than in hospitals or other inpatient settings. The
Company believes that the coordinated delivery of comprehensive cancer care in
an outpatient setting offers high quality care that is more cost-effective than
traditional approaches and is increasingly preferred by patients, payors and
physicians. The Company believes that many of these larger oncology practices
recognize the need for outside managerial, financial and business expertise to
more efficiently manage the increasingly complex, burdensome and time-consuming
nonmedical aspects of their practices and that such practices will increasingly
elect to enter into management relationships with entities such as the Company.
The Company's objective is to be the leading national physician practice
management company providing comprehensive services to an integrated network of
affiliated oncology practices. The Company intends to achieve this objective by
(i) focusing exclusively on oncology, (ii) affiliating with leading oncology
practices throughout the United States, (iii) expanding each affiliated oncology
group's presence in its market, (iv) assisting affiliated oncology practices in
offering coordinated, comprehensive cancer care, (v) negotiating and expanding
managed care relationships and (vi) expanding the clinical research operations
of the affiliated physician groups. Based on the Company's success in expanding
its business to date, the Company believes that it has effective strategies for
achieving its objective of becoming the leading national oncology practice
management company.
FORWARD LOOKING STATEMENTS
The statements contained in this report, in addition to historical information,
are forward looking statements based on the Company's current expectations, and
actual results may vary materially. The Company's business and financial
results are subject to various risks and uncertainties, including the Company's
continued ability to enter into affiliations with new physician practices and to
successfully integrate such practices, the results of operations of groups
currently affiliated with the Company (including results of operations impacted
by changes in cancer therapies or the manner in which cancer care is delivered),
competition, reductions in third-party reimbursement for services rendered by
physician groups affiliated with the Company, health care regulation and other
risks generally affecting the health care industry. Please refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 for a
more detailed discussion of such risks and uncertainties. Many of these risks
and uncertainties are beyond the Company's ability to control or predict. These
forward-looking statements are provided as a framework for the Company's results
of operations. The Company does not intend to provide updated information other
than as otherwise required by applicable law.
RESULTS OF OPERATIONS
Since the Company's incorporation in October 1992, the Company has grown rapidly
from managing six affiliated physicians in one state to 329 affiliated
physicians in 17 states as of June 30, 1998. For the six months ended June 30,
1998, no affiliated physician group contributed more than 10% of the Company's
revenue while only one group contributed 10% of total revenue in the comparable
prior year period. For the first six months of 1998, the payor mix of the
affiliated physician groups' medical practice revenue, expressed as a
percentage, was 33% for Medicare and Medicaid, 49% for managed care and 18% for
private insurance and other payors. For the first six months of 1997, the payor
mix of the affiliated physician groups' medical practice revenue, expressed as a
percentage, was 32% for Medicare and Medicaid, 47% for managed care, and 21%
for private insurance and other payors.
-12-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED
When affiliating with an oncology group, the Company records an intangible asset
for the excess of transaction consideration over the value of the nonmedical
tangible assets acquired. In response to recent action taken and viewpoints
expressed by certain financial and regulatory organizations regarding the
amortization periods used by the physician practice management industry as a
whole, the Company has changed the amortization period of its intangible assets
to 25 years on a prospective basis beginning July 1, 1998. Historically, the
Company has amortized intangible assets over a 40-year period. The Company
expects the change to increase amortization expense charged against earnings
beginning in the quarter ending September 30, 1998. Had this policy been adopted
January 1, 1997, amortization expense would have increased by approximately $3.0
million and $2.2 million for the six months ended June 30, 1998 and 1997,
respectively. Applying the Company's historical tax rate, diluted earnings per
share would have been reduced by $0.04 and $0.03 for the six months ended June
30, 1998 and 1997, respectively. This adjustment does not reflect in any way a
change in management's estimate of the value and expected duration of its
relationships with its physician groups. This change in estimate has no impact
on cash flow or earnings before interest, taxes, depreciation and amortization.
The following table sets forth the percentages of revenue represented by certain
items reflected in the Company's Statement of Operations. The information that
follows should be read in conjunction with the Company's unaudited condensed
consolidated financial statements and notes thereto included elsewhere herein.
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
------ ------ ------ ------
Revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Pharmaceuticals and supplies 45.3 45.3 45.0 45.5
Practice compensation and benefits 18.7 18.3 19.0 18.7
Other practice costs 11.7 10.8 11.7 10.9
General and administrative 5.9 7.1 5.9 6.5
Depreciation and amortization 4.4 4.2 4.4 4.2
Net interest expense 2.6 2.6 2.8 2.5
------ ------ ------ ------
Income before income taxes 11.4 11.7 11.2 11.7
Income taxes 4.3 4.5 4.3 4.5
------ ------ ------ ------
Net income 7.1% 7.2% 6.9% 7.2%
====== ====== ====== ======
1998 COMPARED TO 1997
The Company affiliated with five and nine oncology groups in the first six
months of 1998 and 1997, respectively. The results of the new affiliated
oncology practices are included in the Company's operating results from the
dates of affiliation. Changes in results of operations from the first six
months of 1997 to the first six months of 1998 were caused, in part, by
affiliations with these oncology practices. Same market growth, as used in the
following discussion of revenue, consists of revenue growth for all oncology
practices within a metropolitan service area in which the Company has operations
in both periods.
Revenue. Revenue in the second quarter of 1998 increased $32.1 million, or
40%, to $111.6 million from $79.5 million in the same period last year. Revenue
for the first six months of 1998 increased by $62.6 million, or 42%, over the
comparable prior year period. Same market growth in 1998 increased $20.3
million, or 26%, for the second quarter and $41.5 million, or 28%, for the first
six months over the same periods from the prior year. This growth was primarily
the result of expansion of services, increases in patient volume and recruitment
of or affiliation with additional physicians. The remaining $11.8 million for
the second quarter and $24.4 million for the first six months was primarily
attributable to affiliations with oncology practices in new markets.
-13-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED
Pharmaceuticals and Supplies. Pharmaceuticals and supplies, which include
drugs, medications and other supplies used by the affiliated physician groups,
increased $14.5 million, or 40.3%, to $50.5 million for the second quarter of
1998 from $36 million for the second quarter of 1997. Pharmaceuticals and
supplies increased $27.5 million, or 40.4%, for the first six months of 1998
over the comparable period of the prior year. These increases were principally
attributable to the same factors that caused revenue to increase. As a
percentage of revenue, pharmaceuticals and supplies remained the same for the
second quarter of 1998 and 1997 at 45.3% and decreased to 45.0% for the first
six months of 1998 from 45.5% in the first six months of 1997. Such decrease is
attributable to management's initiation of preferred pharmaceutical
relationships. Management expects that third-party payors will continue to
negotiate the reimbursement rate for medical services, pharmaceuticals
(including chemotherapy drugs) and other supplies, with the goal of lowering
reimbursement and utilization rates, and that such lower reimbursement and
utilization rates as well as shifts in revenue mix may adversely impact the
Company's margins with respect to such items. The Company has adopted a number
of strategies to address this matter, including maintaining and improving
existing preferred pharmaceutical relationships and initiating new ones;
however, the Company can give no assurance that these strategies will continue
to be successful in mitigating future increases in drug costs.
Practice Compensation and Benefits. Practice compensation and benefits,
which include the salaries, wages and benefits of the affiliated physician
groups' employees (excluding affiliated physicians) and the Company's employees
who are located at the affiliated physician practice sites and business offices,
increased $6.2 million, or 42.5%, to $20.8 million in the second quarter of 1998
from $14.6 million in the second quarter of 1997. Practice compensation and
benefits increased $12.2 million, or 43.4%, for the first six months of 1998
over the comparable period for the prior year. This increase was principally
attributable to the same factors that caused revenue to increase. As a
percentage of revenue, practice compensation and benefits increased to 18.7% and
19.0% in the second quarter and for the first six months of 1998, respectively,
as compared to 18.3% and 18.7% in the comparable periods of 1997, primarily as a
result of investments in infrastructure for new product lines.
Other Practice Costs. Other practice costs, which consist of rent,
utilities, repairs and maintenance, insurance and other direct practice costs,
increased $4.4 million, or 51.2%, to $13.0 million in the second quarter of 1998
from $8.6 million in the second quarter of 1997. For the six months ended June
30, 1998, practice costs have increased $8.5 million, or 52.1%, over the
comparable prior year period. Such increase was principally attributable to the
same factors that caused revenue to increase. As a percentage of revenue, other
practice costs increased to 11.7% from 10.8% for the second quarter and to 11.7%
from 10.9% for the first six months of 1998 and 1997, respectively. This
increase is attributable to increased stem cell revenue, which has associated
direct costs for third-party services that are included in other practice costs.
General and Administrative. General corporate expenses increased $1.0
million, or 18.0%, to $6.7 million in the second quarter of 1998 from $5.7
million in the second quarter of 1997. General and administrative expenses
increased $2.9 million, or 29.6%, for the first six months of 1998 over the
comparable period of 1997. This increase was primarily attributable to the
addition of personnel and greater support costs associated with the Company's
rapid growth since June 1997. As a percentage of revenue, general and
administrative expenses were 5.9% for both the second quarter and the first six
months of 1998, down from 7.1% and 6.5% in the second quarter and first six
months of 1997, respectively. Such decreases were primarily the result of
economies of scale.
Depreciation and Amortization. Depreciation and amortization expense
increased $1.6 million, or 48.5%, to $4.9 million in the second quarter of 1998
from $3.3 million in the second quarter of 1997. For the six-month period ended
June 30, 1998, depreciation and amortization increased $3 million, or 47.5%,
over the comparable prior year period. This increase was primarily the result of
amortization of intangible assets associated with the Company's affiliating with
physician groups, as well as investments in equipment, leasehold improvements
and management information systems. Management expects depreciation and
amortization to increase in future periods due to planned affiliations with
physician groups and investments in management information systems as well as
the change in amortization period for management services agreements mentioned
above.
-14-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED
Interest. Net interest expense increased $900,000, or 45.0%, to $2.9
million in the second quarter of 1998 from $2.0 million in the second quarter of
1997. Interest expense increased $2.2 million for the first six months of 1998
over the comparable period in 1997. The increase was the result of higher levels
of debt, principally incurred to finance transactions with eleven oncology
groups since June 30, 1997. As a percentage of revenue, net interest expense was
2.6% for the second quarter of both 1998 and 1997. Indebtedness to physicians
was $83.4 million at June 30, 1998, an increase from $73.4 million at June 30,
1997
Income Taxes. Income tax expense increased from the prior year as a result
of the Company's increased profitability. For the first six months of 1998, the
Company recognized a tax provision of $9.1 million resulting in an effective tax
rate of 38.0% as compared to 38.5% for the first six months of 1997. Such
decrease in the effective tax rate is attributable to changes in state taxes due
to effective tax planning.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital primarily to enter into management agreements with,
and to purchase the nonmedical assets of, medical and radiation oncology
practices. During the first six months of 1998, the Company paid total
consideration of $18.8 million in connection with affiliations with four
physician groups, one radiation oncology group and the acquisition of two
radiation oncology centers, including cash and transaction costs of $9.6
million. During the comparable period of the prior year, the Company paid total
consideration of $49.2 million for affiliations with nine physician groups,
including cash and transaction costs of $24.0 million.
To fund its growth and development, the Company has satisfied its transaction
and working capital needs through debt and equity financings and borrowings
under a $150 million syndicated revolving credit facility ("Credit Facility")
with First Union National Bank of North Carolina ("First Union"), as agent for
the various lenders. In addition, as part of the Credit Facility, the Company
has recently obtained a $75 million end-loaded leasing facility, related to
integrated cancer centers. The Company has typically relied primarily on
management fees received from its affiliated physician groups to fund its
operations.
During the first six months of 1998, the Company borrowed $24 million, net of
$2.0 million in reductions, under the Credit Facility to fund medical practice
transactions and the development of integrated cancer centers. Borrowings under
the Credit Facility bear interest at a rate equal to a rate based on prime rate
or LIBOR, based on a defined formula. The Credit Facility contains affirmative
and negative covenants, including the maintenance of certain financial ratios,
restrictions on sales, leases or other dispositions of property, restrictions on
other indebtedness and prohibitions on the payment of dividends. The Company's
management services agreements and the capital stock of the Company's
subsidiaries are pledged as security under the Credit Facility. The Company is
currently in compliance with the Credit Facility covenants.
Cash provided by operations was $13.8 million in the first six months of 1998, a
decrease of $10.3 million from the same period of 1997. The decrease was due to
an increase in accounts receivable from revenue growth, the deferral of certain
annual fourth quarter payments into the first quarter of 1998 and, to a lesser
extent, working capital for new product lines. Cash used in investing
activities was $21.9 million in the six months ended June 30, 1998 compared to
$31.1 million for the same period of the previous year. This decrease is
attributable to fewer medical practice transactions partially offset by an
increase in capital expenditures over the prior year. Cash provided by
financing activities was $9.6 million for the first six months of 1998 compared
to $11.0 million in the previous year. Such decrease is primarily due to a
lower level of borrowings in 1998 as a result of improved cash flows since June
30, 1997.
At June 30, 1998, the Company had net working capital of $76.6 million compared
to $43.9 million at December 31, 1997. Such increase is due primarily to an
increase in revenue combined with a decrease in short-term notes payable. The
Company also had $58.6 million of current liabilities, including approximately
$10.9 million of long-term indebtedness maturing before June 30, 1999. The
Company's debt to total capitalization was 37.7% at June 30, 1998 compared to
38.1% at December 31, 1997.
-15-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED
The Company currently expects that its principal use of funds in the near future
will be in connection with anticipated transactions with affiliated physician
groups. The Company expects that the existing cash and investment balances,
cash generated from operations and borrowing capacity under the Credit Facility
will be adequate to satisfy the Company's cash requirements for the next twelve
months.
YEAR 2000 ISSUE
The Year 2000 issue (i.e., the ability of computer systems to accurately
identify and process dates beginning with year 2000 and beyond) affects
virtually all companies and organizations. Recognizing the need to limit
problems associated with year 2000 software failures, the Company has developed
plans to address this potential exposure. Key financial information and
operational systems are being assessed, detailed plans have been developed and
initial conversion efforts are underway. The Company recognizes that
information systems are integral to its operations, and in the third and fourth
quarters of 1998 and throughout 1999 the Company intends to make significant
capital investments in developing an integrated clinical and financial
information system throughout its network of affiliated physicians. As a result
of these investments, the Company believes that the year 2000 issue will not
pose significant internal problems for the Company's business. The Company is
also communicating with suppliers, financial institutions and, most importantly,
third-party payors (such as managed care companies and governmental payors) to
determine their plans to limit problems associated with the year 2000 issue.
Despite these efforts, the year 2000 issue is complex and may present unforeseen
problems in the Company's systems and from third parties with which the Company
deals, such as third party payors. Failure of the Company's or third parties'
computer systems could materially and adversely impact the Company's operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In connection with each affiliation transaction between the Company and a
physician group, the Company purchases the nonmedical assets of, and enters into
a long-term management agreement with, that physician group. In consideration
for that arrangement, the Company typically pays cash, issues subordinated
promissory notes (in general, payable in equal installments on the third through
seventh anniversaries of the closing date at an annual interest rate of seven
percent) and unconditionally agrees to deliver shares of Common Stock at future
specified dates (in general, on each of the third through fifth anniversaries of
the closing date). With respect to such affiliation transactions, the shares of
Common Stock to be issued are valued at the lower of the average of the closing
price per share for the five days preceding the date of the letter of intent or
the closing date.
The following table describes all unregistered sales by the Company of the
Company's securities during the first six months of 1998. Each sale was a
private placement made in connection with a physician transaction, as described
in general in the preceding paragraph. The overwhelming majority of the
affiliated physicians are accredited investors. No underwriter was involved in
any such sale, and no commission or similar fee was paid with respect thereto.
Each sale was not registered under the Securities Act of 1933 in reliance on
Section 4(2) of such Act and Rule 506 enacted thereunder.
<TABLE>
<CAPTION>
Number of Shares of Aggregate Principal
Date of Transaction Number of Physicians Common Stock (1) Amount of Notes
------------------- -------------------- ---------------- ---------------
<S> <C> <C> <C>
3/98 3 61,276 $1,140,000
3/98 6 115,758 1,504,000
5/98 6 111,923 778,000
6/98 1 16,824 300,000
6/98 2 39,077 549,000
6/98 1 6,320 -
</TABLE>
(1) In connection with each affiliation transaction, the Company
unconditionally agrees to deliver shares of Common Stock at specified
future dates.
-16-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
OTHER INFORMATION - CONTINUED
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
(a) May 14, 1998 annual meeting of stockholders
(b) The following individuals, constituting the entire Board of Directors, were
elected as directors at the meeting:
Russell L. Carson, James E. Dalton, Jr., Lloyd K. Everson, M.D., Kyle M.
Fink, M.D., Stanley M. Marks, M.D., Richard B. Mayor, Magaral S. Murali,
M.D., Robert A. Ortenzio, Edward E. Rogoff, M.D. and R. Dale Ross
(c)
Election of Directors
--------------------- Votes Withheld
For Authority
----- ---------
Nominee:
--------
Russell L. Carson.............. 24,206,964 463,768
James E. Dalton, Jr............ 24,181,564 489,168
Lloyd K. Everson, M.D.......... 24,181,964 488,768
Kyle M. Fink, M.D.............. 24,181,964 488,768
Stanley M. Marks, M.D.......... 24,181,964 488,768
Richard B. Mayor............... 24,181,964 488,768
Magaral S. Murali, M.D......... 24,206,964 463,768
Robert A. Ortenzio............. 24,181,964 488,768
Edward E. Rogoff, M.D.......... 24,181,964 488,768
R. Dale Ross................... 24,181,464 489,268
Other Matters
-------------
Votes
Description of Votes Against or
Matter For Abstained
------ ----- ----------
Approval of Amendments to the Company's 18,659,135 6,011,597
1993 Non-Employee Director Stock Option Plan
Approval of Amendment to the Company's 17,967,972 6,702,760
1993 Key Employee Stock Option Plan
Ratification of Price Waterhouse, LLP 24,642,504 28,228
(now PricewaterhouseCoopers, LLP)
as the Company's independent accountants
No broker non-votes were recorded.
ITEM 5. OTHER INFORMATION
Proposals that stockholders of the Company intend to present at the Company's
1999 Annual Meeting of Stockholders (but not to present such proposals for
inclusion in the proxy statement with respect to such meeting) must be received
by the Company at its principal executive offices no later than March 2, 1999.
-17-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
OTHER INFORMATION - CONTINUED
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
3.1 Certificate of Incorporation, as amended (incorporated by
reference from Form 10-Q for the period ended June 30, 1997)
3.2 By-Laws, as amended (incorporated by reference from Form 10-Q for
the period ended June 30, 1997)
4.1 Rights Agreement between the Company and American Stock Transfer
& Trust Company (incorporated by reference from Form 8-A filed
June 2, 1997)
10.1 Amendment to 1993 Key Employee Stock Option Plan (filed as
Exhibit B to the Company's Proxy Statement for its 1998 Annual
Meeting of Stockholders and incorporated herein by reference)
10.2 Amendment to 1993 Non-Employee Director Stock Option Plan (filed
as Exhibit A to the Company's Proxy Statement for its 1998 Annual
Meeting of Stockholders and incorporated herein by reference)
11 Statement Re - Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
During the second quarter of 1998, the Company did not file any Current
Reports on Form 8-K.
-18-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 11, 1998 AMERICAN ONCOLOGY RESOURCES, INC.
By: /s/ R. DALE ROSS
-----------------------------------
R. Dale Ross, Chairman of the Board
and Chief Executive Officer
By: /s/ L. FRED POUNDS
-----------------------------------
L. Fred Pounds, Vice President of Finance
and Chief Financial Officer
-19-
<PAGE>
AMERICAN ONCOLOGY RESOURCES, INC.
EXHIBIT INDEX
Exhibit Number Description of Exhibits
- - -------------- -----------------------
3.1 Certificate of Incorporation, as amended (incorporated by
reference from Form 10-Q for the period ended June 30, 1997)
3.2 By-Laws, as amended (incorporated by reference from Form 10-Q
for the period ended June 30, 1997)
4.1 Rights Agreement between the Company and American Stock
Transfer & Trust Company (incorporated by reference from
Form 8-A filed June 2, 1997)
10.1 Amendment to 1993 Key Employee Stock Option Plan (filed as
Exhibit B to the Company's Proxy Statement for its 1998 Annual
Meeting of Stockholders and incorporated herein by reference)
10.2 Amendment to 1993 Non-Employee Director Stock Option Plan
(filed as Exhibit A to the Company's Proxy Statement for its
1998 Annual Meeting of Stockholders and incorporated herein by
reference)
11 Statement Re - Computation of Per Share Earnings
27 Financial Data Schedule
-20-
<PAGE>
EXHIBIT 11
AMERICAN ONCOLOGY RESOURCES, INC.
STATEMENT RE-COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET INCOME $ 7,892 $ 5,719 $ 14,763 $ 10,791
======== ======== ======== ========
OUTSTANDING AT END OF PERIOD:
Shares of Common Stock 32,399 28,650 32,399 28,650
Commitments to issue Common Stock at specific future dates 16,463 16,942 16,463 16,942
Effect of weighting (130) (123) (516) (562)
-------- -------- -------- --------
Total shares used in per share calculation - basic 48,732 45,469 48,346 45,030
======== ======== ======== ========
Net income per share - basic $ 0.16 $ 0.13 $ 0.31 $ 0.24
======== ======== ======== ========
ASSUMING FULL DILUTION:
Outstanding per above 48,732 45,468 48,346 45,030
Options to purchase Common Stock 5,674 5,422 5,674 5,422
Effect of weighting and treasury stock method ( 4,116) ( 2,459) ( 3,905) ( 2,540)
-------- -------- -------- --------
Total shares used in per share calculation - diluted 50,290 48,431 50,115 47,912
======== ======== ======== ========
Net income per share - diluted $ 0.16 $ 0.12 $ 0.30 $ 0.23
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,536
<SECURITIES> 0
<RECEIVABLES> 113,292
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 135,148
<PP&E> 63,739
<DEPRECIATION> 17,122
<TOTAL-ASSETS> 524,299
<CURRENT-LIABILITIES> 58,637
<BONDS> 0
0
0
<COMMON> 324
<OTHER-SE> 288,108
<TOTAL-LIABILITY-AND-EQUITY> 524,299
<SALES> 0
<TOTAL-REVENUES> 111,614
<CGS> 0
<TOTAL-COSTS> 95,952
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,979
<INCOME-PRETAX> 12,729
<INCOME-TAX> 4,837
<INCOME-CONTINUING> 7,892
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,892
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
