<PAGE> 1
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 March 31, 1996
[ ] 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 0-26806
SHERIDAN HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3252967
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
4651 SHERIDAN STREET, SUITE 400, HOLLYWOOD, FLORIDA 33021
(Address of principal executive offices, including zip code)
954/987-5822
(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
-- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of outstanding shares of the issuer's classes of common
stock as of the latest practicable date.
As of May 1, 1996, there were 6,430,946 shares of the Registrant's voting
Common Stock, $.01 par value, outstanding and 296,638 shares of the
Registrant's non-voting Class A Common Stock, $.01 par value, outstanding.
<PAGE> 2
PART I: FINANCIAL INFORMATION
---------------------
ITEM 1: FINANCIAL STATEMENTS
SHERIDAN HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
--------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ..................................................... $ 664 $ --
Accounts receivable, net of allowances ........................................ 16,224 11,040
Income tax refund receivable .................................................. 760 760
Other current assets .......................................................... 1,817 1,029
------- -------
Total current assets ...................................................... 19,465 12,829
Property and equipment, net of accumulated depreciation ........................ 5,064 3,767
Goodwill, net of accumulated amortization ...................................... 59,751 45,417
Intangible assets, net of accumulated amortization ............................. 1,977 2,360
------- -------
Total assets .............................................................. $86,257 $64,373
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................................. $ 831 $ 357
Amounts due for acquisitions .................................................. 1,176 559
Accrued salaries and benefits ................................................. 2,264 2,236
Self-insurance accruals ....................................................... 2,131 1,615
Refunds payable ............................................................... 1,518 910
Income taxes payable .......................................................... 296 --
Other accrued expenses ........................................................ 2,210 1,883
Current portion of long-term debt ............................................. 22,114 970
------- -------
Total current liabilities ................................................. 32,540 8,530
Long-term debt .................................................................. 2,012 11,365
Amounts due for acquisitions .................................................... 2,760 1,809
Stockholders' equity:
Preferred stock, par value $.01; 5,000 shares authorized, none issued ......... -- --
Common stock, par value $.01; 31,000 shares authorized:
Voting; 6,431 and 5,773 shares issued and outstanding ...................... 64 58
Class A non-voting; 297 shares issued and outstanding ...................... 3 3
Additional paid-in capital .................................................... 61,137 55,720
Excess purchase price distributed to management stockholders .................. (7,541) (7,541)
Retained earnings (deficit) ................................................... (4,718) (5,571)
------- -------
Total stockholders' equity ................................................ 48,945 42,669
------- -------
Total liabilities and stockholders' equity ................................ $86,257 $64,373
======= =======
</TABLE>
See accompanying notes.
2
<PAGE> 3
SHERIDAN HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
---- ----
<S> <C> <C>
Net revenue .................................................................................... $19,854 $14,853
Operating expenses:
Direct facility expenses ..................................................................... 14,446 10,711
Provision for bad debts ...................................................................... 675 555
Salaries and benefits ........................................................................ 1,550 1,063
General and administrative ................................................................... 1,016 535
Amortization ................................................................................. 551 445
Depreciation ................................................................................. 210 61
------- -------
Total operating expenses ................................................................. 18,448 13,370
------- -------
Operating income ............................................................................... 1,406 1,483
Interest expense ............................................................................... 553 1,021
------- -------
Income before income taxes ..................................................................... 853 462
Income taxes ................................................................................... -- 275
------- -------
Net income ..................................................................................... $ 853 187
=======
Dividends on convertible preferred stock ....................................................... 402
-------
Net income (loss) attributable to common stockholders .......................................... $ (215)
=======
Net income (loss) per share .................................................................... $ .14 $ (.11)
Weighted average shares of common stock and
common stock equivalents outstanding ......................................................... 6,277 2,028
</TABLE>
See accompanying notes.
3
<PAGE> 4
SHERIDAN HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ..................................................................................... $ 853 $ 187
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization ................................................................................. 551 445
Depreciation ................................................................................. 210 61
Provision for bad debts ...................................................................... 675 555
Net interest amortization on subordinated debt ............................................... -- 125
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable ................................................... (1,895) (1,980)
Decrease (increase) in other current assets .................................................. (371) (88)
Decrease (increase) in other assets .......................................................... (42) (41)
Increase (decrease) in accounts payable ...................................................... 107 (40)
Increase (decrease) in other accrued expenses ................................................ 97 (919)
-------- -------
Net cash provided (used) by operating activities ........................................... 185 (1,695)
Cash flows from investing activities:
Acquisitions of physician practices ............................................................ (10,119) (2,295)
Capital expenditures ........................................................................... (563) (416)
-------- -------
Net cash provided (used) by investing activities ........................................... (10,682) (2,711)
Cash flows from financing activities:
Borrowings on long-term debt ................................................................... 12,032 2,544
Payments on long-term debt ..................................................................... (871) (126)
Dividends on convertible preferred stock ....................................................... -- (402)
Collection of subscriptions receivable ......................................................... -- 150
-------- -------
Net cash provided by financing activities .................................................. 11,161 2,166
-------- -------
Increase (decrease) in cash and cash equivalents ................................................. 664 (2,240)
Cash and cash equivalents:
Beginning of period ............................................................................ -- 2,581
-------- -------
End of period .................................................................................. $ 664 $ 341
======== =======
</TABLE>
See accompanying notes.
4
<PAGE> 5
SHERIDAN HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
(1) BASIS OF PRESENTATION
The interim consolidated financial statements have been prepared without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to SEC rules and
regulations; nevertheless, management believes that the disclosures herein are
adequate to make the information presented not misleading. These consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to fairly present the consolidated financial position of the Company
at March 31, 1996, and the consolidated results of its operations and its
consolidated cash flows for the periods shown in the interim consolidated
financial statements, have been included herein. The results of operations for
the interim periods are not necessarily indicative of the results for the full
years.
(2) GOODWILL
Approximately $29.9 million of the total amount of goodwill, net of accumulated
amortization, at March 31, 1996 is related to the Company's acquisition of
Sheridan Healthcorp, Inc. (the "Predecessor") in November 1994. Such goodwill
represents the Company's market position and reputation, its relationships with
its customers and affiliated physicians, the relationships between its
affiliated physicians and their patients, and other similar intangible assets.
Approximately $20.2 million of the total amount of goodwill at March 31, 1996
is related to several acquisitions of office-based physician practices which
were completed from September 1994 to February 1996, some of which are
discussed in Note 5 below. Such goodwill represents the general reputation of
the practices in the communities they serve, the collective experience of the
management and other employees of the practices in managing health care
services delivered under capitated arrangements, contracts with health
maintenance organizations, relationships between the physicians and their
patients, patient lists, and other similar intangible assets.
The remaining $9.7 million of the total amount of goodwill at March 31, 1996 is
related to the acquisition of a hospital-based physician practice in March
1996, as discussed in Note 5 below. Such goodwill represents the acquired
practice's market position and reputation, its relationships with its customers
and affiliated physicians, the relationships between its affiliated physicians
and their patients, patient lists, and other similar intangible assets.
(3) INTANGIBLE ASSETS
Intangible assets consist primarily of the physician employee workforce,
non-physician employee workforce, management team and computer software
acquired in the Company's acquisition of the Predecessor, deferred acquisition
costs, deferred loan costs, and non-compete covenants related to certain
acquisitions of physician practices. These intangible assets are being
amortized over the lives of the underlying assets or agreements, which range
from five to seven years.
5
<PAGE> 6
SHERIDAN HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(4) AMOUNTS DUE FOR ACQUISITIONS
Amounts due for acquisitions includes obligations to the former stockholders of
certain office-based physician practices acquired by the Company, which are
being paid over the terms of the employment agreements between the Company and
the former stockholders, which range from three to five years. It also
includes termination benefits payable to the former stockholders of an acquired
practice, which are payable beginning in 2001 or upon termination of their
employment by the Company, whichever is later, and a deferred payment in
connection with an acquisition of a physician practice in February 1996.
(5) ACQUISITIONS
In February and March 1995, the Company made four acquisitions of office-based
physician practices for an aggregate of $3.1 million in cash and deferred
payments. In June 1995, the Company acquired a three-facility primary care
practice and, in a related transaction, one of the principal physicians
operating the practice assigned a panel services agreement with a health
maintenance organization to the Company. The aggregate purchase price for the
practice and the assignment was an aggregate of $4.3 million in cash and
deferred payments and approximately 35,000 shares of the Company's common
stock. These acquisitions were accounted for as purchases, and accordingly,
the operations of each of the acquired practices are included in the Company's
consolidated financial statements beginning on each respective date of
acquisition.
In January and February 1996, the Company made three acquisitions of
office-based physician practices for an aggregate of $5.9 million of cash and
deferred payments. In March 1996, the Company acquired a hospital-based
specialist physician practice for $4.2 million in cash and approximately
658,000 shares of the Company's common stock. These acquisitions were
accounted for as purchases, and accordingly, the operations of each of the
acquired practices are included in the Company's consolidated financial
statements beginning on each respective date of acquisition. The purchase
price of each acquisition was allocated to the net assets acquired based on
their estimated fair market values. As a result of these allocations,
approximately $14.8 million of the aggregate purchase price was allocated to
goodwill, as shown below (in thousands):
<TABLE>
<S> <C>
Aggregate purchase price .................................................... $15,513
Net assets acquired:
Working capital ............................................................ 1,426
Property and equipment ..................................................... 1,004
Accrued termination benefits ............................................... (1,100)
Long-term debt ............................................................. (630)
-------
Net assets acquired ....................................................... 700
-------
Goodwill related to the acquisitions ........................................ $14,813
=======
</TABLE>
The following table summarizes the pro forma consolidated results of operations
of the Company as though all of the acquisitions of physician practices
discussed above had occurred at the beginning of the period presented. The pro
forma consolidated results of operations shown below do not necessarily
represent what the consolidated results of operations of the Company would have
been if these acquisitions had actually occurred at the beginning of the period
presented, nor do they represent a forecast of the consolidated results of
operations of the Company for any future period.
6
<PAGE> 7
SHERIDAN HEALTHCARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1996 1995
---- ----
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net revenue ................................................... $22,753 $21,527
Income before income taxes .................................... 1,082 865
Net income .................................................... 1,082 396
Net income per share .......................................... $ .16 $ --
</TABLE>
(6) LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
--------- ------------
<S> <C> <C>
Revolving credit facility, maturing in
February 1997, secured by substantially
all assets of the Company ................................................. $ 21,732 $9,700
Capital lease obligations payable in various
monthly installments, maturing at various
dates through 1999 ........................................................ 2,069 2,035
Note payable, maturing in March 1996 ....................................... -- 600
Note payable, maturing in April 1996 ....................................... 325 --
-------- -------
Total ...................................................................... 24,126 12,335
Less current portion .................................................... (22,114) (970)
-------- -------
$ 2,012 $11,365
======== =======
</TABLE>
The Company's revolving credit facility contains various restrictive covenants
that include, among other requirements, the maintenance of certain financial
ratios, various restrictions regarding sales of assets, liens, guarantees,
dividends, etc. and limitations regarding investments, lease obligations and
capital expenditures. The Company was in compliance with its loan covenants at
March 31, 1996. The additional amount that could be borrowed under the credit
facility is determined by a leverage ratio defined in the credit agreement.
Based on the value of this leverage ratio at March 31, 1996, the Company had
additional borrowing availability of approximately $5.7 million at March 31,
1996.
(7) INCOME TAXES
No income tax expense was recorded for the three months ended March 31, 1996
due to the Company's loss carryforward from 1995 for tax purposes. The Company
had net deferred tax assets at March 31, 1996. However, the realization of the
net deferred tax assets is not more likely than not, due to the Company's loss
carryforward. Therefore, a valuation allowance equal to the total net deferred
tax assets has been established.
7
<PAGE> 8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company is a physician practice management company which owns and operates
office-based primary care, rheumatology and obstetrical practices and provides
specialist physician services at hospitals and ambulatory surgical facilities
in the areas of anesthesia, neonatology, pediatrics and emergency services.
The Company derives substantially all of its revenue from the medical services
provided by the physicians who are employed by the Company or whose practices
are managed by the Company. The Company increased the number of physicians
affiliated with it from 90 at December 31, 1994 to 203 at March 31, 1996
through several acquisitions of physician practices and the start-up of several
new contracts for specialist physician services. The Company made several
acquisitions of physician practices during 1995 and during the three months
ended March 31, 1996, as described in Note 5 to the accompanying consolidated
financial statements. These acquisitions were accounted for as purchases and
accordingly, the operations of each of the acquired practices are included in
the Company's consolidated financial statements beginning on each respective
date of acquisition.
RESULTS OF OPERATIONS
The following table shows certain statement of operations data expressed as
percentage of net revenue:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
---- ----
<S> <C> <C>
Net revenue ............................................... 100.0% 100.0%
Operating expenses:
Direct facility expenses ................................ 72.8 72.1
Provision for bad debts ................................. 3.4 3.7
Salaries and benefits ................................... 7.8 7.2
General and administrative .............................. 5.1 3.6
Amortization ............................................ 2.8 3.0
Depreciation ............................................ 1.0 0.4
----- -----
Total operating expenses .............................. 92.9 90.0
----- -----
Operating income ......................................... 7.1% 10.0%
===== =====
</TABLE>
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
Net revenue increased $5.0 million, or 33.7%, from $14.9 million in 1995 to
$19.9 million in 1996. Revenue from the Company's office-based practices
increased by $2.7 million, from $4.5 million in 1995 to $7.2 million in 1996.
This increase was primarily due to several acquisitions of office-based
physician practices from February 1995 to February 1996, as described in Note 5
to the accompanying consolidated financial statements. Revenue from specialist
physician services contracts increased by $2.3 million, from $10.4 million in
1995 to $12.7 million in 1996. This increase was primarily due to the addition
of several new contracts from February 1995 to January 1996, and to the
acquisition of a hospital-based specialist physician practice in March 1996, as
described in Note 5 to the accompanying consolidated financial statements.
Direct facility expenses increased $3.7 million, or 34.9%, from $10.7 million
in 1995 to $14.4 million in 1996. This increase was primarily due to the
acquisitions and new specialist physician services contracts as discussed in
the preceding
8
<PAGE> 9
paragraph. As a percentage of net revenue, direct facility expenses increased
slightly from 72.1% in 1995 to 72.8% in 1996. This increase was primarily due
to an increase in the cost of referral specialists and hospital services used
by patients served under shared-risk capitation arrangements in certain of the
Company's office-based primary care practices.
The provision for bad debts increased $120,000, or 21.6%, from $555,000 in 1995
to $675,000 in 1996. As a percentage of net revenue, the provision for bad
debts decreased from 3.7% in 1995 to 3.4% in 1996 primarily due to an increase
in the percentage of total net revenue that is comprised of office-based
revenue, which has lower bad debt expense than hospital-based revenue.
Salaries and benefits increased $487,000, or 45.8%, from $1.1 million in 1995
to $1.6 million in 1996. This increase was primarily due to the development of
the Company's primary care acquisition and management infrastructure, and an
increase in its general management organization to support future growth of the
Company, which occurred primarily during the second and third quarters of 1995.
In addition, the Company incurred approximately $125,000 of severance expense
related to certain employees who were terminated during the three months ended
March 31, 1996. As a percentage of net revenue, salaries and benefits
increased from 7.2% in 1995 to 7.8% in 1996 due to the severance expense noted
above.
General and administrative expense increased $481,000, or 89.9%, from $535,000
in 1995 to $1.0 million in 1996. This increase was primarily due to increases
in various office expenses to support the increase in the number of employees
as discussed above. In addition, the Company incurred approximately $125,000
of expense related to due diligence and contract negotiations in connection
with a management services contract with the Municipality of San Juan, Puerto
Rico, which was terminated in February 1996. As a percentage of net revenue,
general and administrative expense increased from 3.6% in 1995 to 5.1% in 1996
primarily due to an increase in occupancy expenses related to an expansion of
the corporate office, and expenses related to the contract with San Juan,
Puerto Rico, as discussed above.
Amortization expense increased $106,000, from $445,000 in 1995 to $551,000 in
1996, primarily due to amortization of the goodwill related to several
acquisitions of physician practices from February 1995 to March 1996.
Interest expense decreased from $1.0 million in 1995 to $553,000 in 1996
primarily due to the repayment of $26.1 million of long-term debt with the
proceeds of the Company's initial public offering in November 1995, which was
partially offset by additional debt incurred during the three months ended
March 31, 1996 to finance acquisitions of physician practices.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal uses of cash during the three months ended March 31,
1996 were to finance acquisitions of physician practices ($10.1 million), to
finance increases in accounts receivable ($1.2 million), and to make capital
expenditures ($.6 million). The Company met its cash needs during this period
primarily through borrowings under its credit facility with NationsBank of
Florida, N.A. ("NationsBank Florida") ($12.0 million).
On November 1, 1995, the Company established a new $45 million revolving credit
facility with NationsBank Florida. The new credit facility matures on February
28, 1997 and bears interest at NationsBank Florida's prime rate plus an
applicable margin which is subject to quarterly adjustment based on a leverage
ratio defined in the credit agreement. As of April 30, 1996, the applicable
margin was .625%. There are no principal payments due under the credit
facility until the maturity date of February 28, 1997. Certain conditions must
be met, including the maintenance of certain financial ratios, and in certain
circumstances, the approval of NationsBank Florida must be obtained, in order
to use the credit facility to finance acquisitions of physician practices.
There can be no assurance that the Company will be able to satisfy such
conditions in order to use its credit facility to finance any future
acquisitions.
The outstanding balance under the credit facility increased from $9.7 million
at December 31, 1995 to $21.7 million at March 31, 1996 primarily due to
acquisitions of physician practices completed during the three months ended
March 31,
9
<PAGE> 10
1996. The amount that can be borrowed under the new credit facility is
restricted by a leverage ratio defined in the credit agreement. Based on
the value of this leverage ratio at March 31, 1996, the Company had additional
borrowing availability of approximately $5.7 million at March 31, 1996. The
Company was in compliance with its loan covenants as of March 31, 1996.
In March 1996, the Company issued approximately 658,000 shares of its common
stock as partial consideration for an acquisition of a hospital-based
specialist physician practice completed in March 1996. See Note 5 to the
accompanying financial statements for more information on acquisitions.
In order to provide funds necessary for the Company's future expansion
strategies, it will be necessary for the Company to incur, from time to time,
additional long-term bank indebtedness and/or issue equity or debt securities,
depending on market and other conditions. There can be no assurance that such
additional financing will be available on terms acceptable to the Company.
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
Net cash used by operating activities was $1.7 million in 1995 compared to
$185,000 of cash provided by operating activities in 1996. This was primarily
due to a decrease in other accrued expenses of $919,000 in 1995 compared to an
increase of $97,000 in 1996, and an increase in net income from $187,000 in
1995 to $853,000 in 1996. The decrease in other accrued expenses in 1995 was
primarily due to a $650,000 reduction in income taxes payable due to estimated
tax payments for 1994, and a $400,000 reduction in accrued self-insurance due
to payments made during the quarter.
Net cash used by investing activities increased from $2.7 million in 1995 to
$10.7 million in 1996 primarily due to an increase in cash used for physician
practice acquisitions from $2.3 million in 1995 to $10.1 million in 1996.
Net cash provided by financing activities increased from $2.2 million in 1995
to $11.2 million in 1996 primarily due to an increase in borrowings under the
bank credit facility from $2.5 million in 1995 to $12.0 million in 1996.
10
<PAGE> 11
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
From time to time, the Company is party to various claims, suits, and
complaints. Currently, there are no such claims, suits or complaints
which, in the opinion of management, would have a material adverse
effect on the Company's financial position, liquidity or results of
operations.
Item 2: Change 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) The following exhibits are filed as part of this report:
<TABLE>
<S> <C>
Exhibit
Number Description
------- -------------------------------------------------------
3.1 Third Amended and Restated Certificate of Incorporation
(incorporated herein by reference to the
Registration Statement on Form S-1 (No. 33-93290),
filed with the Securities and Exchange Commission on
June 8, 1995, as amended (the "Form S-1")).
3.2 Amended and Restated By-laws (incorporated herein by
reference to the Form S-1).
4.1 Specimen certificate for shares of Common Stock of
the Company (incorporated herein by reference to the
Form S-1).
4.2 Amended and Restated Stockholders' Agreement by and
among the Company and the TA Investors, as defined
therein, the NationsBank Investors, as defined
therein, Summit Hospital Corporation and the
additional parties listed on Schedule B thereto,
amended and restated as of June 5, 1995, and
effective as of November 28, 1994 (incorporated
herein by reference to the Form S-1).
4.3 Amended and Restated Investment Agreement by and
among the Company and the TA Investors, as defined
therein, the NationsBank Investors, as defined
therein, and the additional parties listed on
Schedule B thereto, amended and restated as of June
5, 1995, and effective as of November 28, 1994
(incorporated herein by reference to the Form S-1).
4.4 Amended and Restated Stockholders' Agreement by and
among the Company and the TA Investors, as defined
therein, the NationsBank
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C>
Investors, as defined therein, Summit Hospital
Corporation and the additional parties listed
on Schedule B thereto, amended and restated as
of June 5, 1995, and effective as of November 28,
1994, dated as of October 27, 1994 (incorporated
herein by reference to the Form S-1).
4.5 Investment and Stockholders Agreement by and among
the Company and the Stockholders, as defined therein
and listed on Schedule A thereto, dated as of March
14, 1996 (incorporated herein by reference to the
Form 8-K filed with the Securities and Exchange
Commission on March 28, 1996).
11.1 Statement regarding computation of per share earnings.
27 Financial Data Schedule (for SEC use only).
(b) A report on Form 8-K was filed on March 28, 1996 to
report a material acquisition completed on March 14, 1996.
</TABLE>
12
<PAGE> 13
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.
SHERIDAN HEALTHCARE, INC.
(Registrant)
Date: May 14, 1996 By: /s/ Dennis L. Gates
------------ -----------------------------
Dennis L. Gates
Chief Financial Officer
(principal financial officer)
13
<PAGE> 1
Exhibit 11.1
SHERIDAN HEALTHCARE, INC.
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
---- ----
<S> <C> <C>
Primary Earnings Per Share:
- - ---------------------------
Weighted average shares outstanding .......................................... 6,193 2,028
Dilutive effect of outstanding stock options(1) .............................. 84 --
Dilutive effect of convertible securities(1) ................................. -- --
------ ------
Primary weighted average shares of common stock and
common stock equivalents outstanding ....................................... 6,277 2,028
====== ======
Net income (loss) attributable to common stockholders ....................... $ 853 $ (215)
Earnings (loss) per share - primary.......................................... $ .14 $ (.11)
Fully Diluted Earnings Per Share:
- - ---------------------------------
Weighted average shares outstanding ......................................... 6,193 2,028
Dilutive effect of outstanding stock options(1) ............................. 84 --
Dilutive effect of convertible securities(1)................................. -- --
------ ------
Fully diluted weighted average shares of common stock and
common stock equivalents outstanding .................... 6,277 2,028
====== ======
Net income (loss) attributable to common stockholders ....................... $ 853 $ (215)
Earnings (loss) per share - fully diluted.................................... $ .14 $ (.11)
</TABLE>
(1) Stock options and convertible securities are excluded from the
earnings per share computation for the three months ended March 31,
1995 because they would have the effect of decreasing the net loss
per share.
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SHERIDAN HEALTHCARE, INC. FOR THE THREE MONTHS ENDED
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 664
<SECURITIES> 0
<RECEIVABLES> 32,341
<ALLOWANCES> 16,117
<INVENTORY> 0
<CURRENT-ASSETS> 19,465
<PP&E> 5,909
<DEPRECIATION> 845
<TOTAL-ASSETS> 86,257
<CURRENT-LIABILITIES> 32,540
<BONDS> 0
0
0
<COMMON> 67
<OTHER-SE> 48,878
<TOTAL-LIABILITY-AND-EQUITY> 86,257
<SALES> 0
<TOTAL-REVENUES> 19,854
<CGS> 0
<TOTAL-COSTS> 14,446
<OTHER-EXPENSES> 3,327
<LOSS-PROVISION> 675
<INTEREST-EXPENSE> 553
<INCOME-PRETAX> 853
<INCOME-TAX> 0
<INCOME-CONTINUING> 853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 853
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
