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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-11453
AMERICAN PHYSICIANS SERVICE GROUP, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1458323
(State or other jurisdiction of (I.R.S. employer Identification No.)
incorporation or organization)
1301 Capital of Texas Highway, Austin Texas 78746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 328-0888
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
(Title of Class)
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
Aggregate Market Value at March 20, 2001: $4,632,206
Indicate the number of shares outstanding of each of the registrant's class of
common stock, as of the latest practicable date.
Number of Shares
Outstanding At
Title of Each Class March 23, 2001
------------------- ----------------
Common Stock, $.10 par value 2,359,233
Documents Incorporated By Reference
Selected portions of the Registrant's definitive proxy material for the 1997
annual meeting of shareholders are incorporated by reference into Part III of
the Form 10-K. In addition, Item14(a) of Prime Medical Services, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2000 is incorporated by
reference.
AMERICAN PHYSICIANS SERVICE GROUP, INC., AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
PART I
ITEM 1. BUSINESS
General
American Physicians Service Group, Inc. (the "Company"), through its
subsidiaries, provides services that include management services to malpractice
insurance companies, brokerage and investment services to individuals and
institutions and environmental consulting and engineering services. The Company
also owns space in the office building, which serves as its headquarters.
Through its real estate subsidiary it leases space that is surplus to its needs.
The Company was organized in October 1974 under the laws of the State of
Texas. The Company maintains its principal executive office at 1301 Capital of
Texas Highway, Suite C-300, Austin, Texas 78746, and its telephone number is
(512) 328-0888. Unless the context otherwise requires, all references herein to
the "Company" shall mean American Physicians Service Group, Inc. and its
subsidiaries.
Financial information about the Company's industry segments is disclosed in
Note 14 to the accompanying Consolidated Financial Statements in Appendix A.
Financial Services
APS Investment Services, Inc. ("Investment Services"), is a wholly-owned
subsidiary of the Company. Through its subsidiaries, APS Financial Corporation
("APS Financial"), and APS Asset Management, Inc. ("Asset Management"),
Investment Services provides investment and investment advisory services to
institutions and individuals throughout the United States. Revenues from this
segment were 50%, 58% and 60% of Company revenues in 2000, 1999 and 1998,
respectively.
APS Financial, a fully licensed broker/dealer, provides brokerage and
investment services primarily to institutional and high net worth individual
clients. APS Financial also provides portfolio accounting, analysis, and other
services, to insurance companies, banks, and public funds. APS Financial has its
main office in Austin, with a branch office in Houston.
APS Financial is a member of the National Association of Securities
Dealers, Inc. ("NASD"), the Securities Investor Protection Corporation ("SIPC"),
the Securities Industry Association, and, in addition, is licensed in 44 states.
Commissions are charged on both exchange and over-the-counter ("OTC")
transactions in accordance with industry practice. When OTC transactions are
executed by APS Financial as a dealer, APS Financial receives, in lieu of
commissions, markups or markdowns.
Every registered broker/dealer doing business with the public is subject to
stringent rules with respect to net capital requirements promulgated by the SEC.
These rules, which are designed to measure the financial soundness and liquidity
of broker dealers, specify minimum
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net capital requirements. Since the Company is not itself a registered broker
dealer, it is not subject to these rules. However, APS Financial is subject to
these rules. Compliance with applicable net capital requirements could limit
operations of APS Financial such as trading activities that require the use of
significant amounts of capital. A significant operating loss or an extraordinary
charge against net capital could adversely affect the ability of APS Financial
to expand or even maintain its present levels of business. At February 28, 2001,
APS Financial was in compliance with all net capital requirements.
APS Financial clears its transactions through Southwest Securities, Inc.
("Southwest") on a fully disclosed basis. Southwest also processes orders and
floor reports, matches trades, transmits execution reports to APS Financial and
records all data pertinent to trades. APS Financial pays Southwest a fee based
on the number and type of transactions performed by Southwest.
Asset Management, a Registered Investment Adviser, was formed and
registered with the Securities and Exchange Commission in 1998. Asset Management
was organized to manage fixed income and equity assets for institutional and
individual clients on a fee basis. Asset Management's mission is to provide
clients with investment results within specific client-determined risk
parameters.
INSURANCE SERVICES
APS Insurance Services, Inc., ("Insurance Services"), an 80% owned
subsidiary of the Company, through its wholly-owned subsidiaries APS Facilities
Management, Inc. ("FMI") and American Physicians Insurance Agency, Inc.
("Agency"), provides management and agency services to medical malpractice
insurance companies. Revenues from this segment contributed 29%, 25% and 34% of
Company revenues in 2000, 1999 and 1998, respectively. Substantially all of the
revenue was attributable to American Physicians Insurance Exchange ("APIE"), a
reciprocal insurance exchange. A reciprocal insurance exchange is an
organization which sells insurance only to its subscribers, who pay, in addition
to their annual insurance premiums, a contribution to the exchange's surplus.
Such exchanges generally have no paid employees but instead enter into a
contract with an "attorney-in-fact", that provides all management and
administrative services for the exchange. As the attorney-in-fact for APIE, FMI
receives a percentage of the earned premiums of APIE, as well as a portion of
APIE's profits. The amount of these premiums can be adversely affected by
competition. Substantial underwriting losses, which might result in a
curtailment or cessation of operations by APIE, would also adversely affect
FMI's revenue. To limit possible underwriting losses, APIE currently reinsures
its risk in excess of $250,000 per medical incident. APIE offers medical
professional liability insurance for physicians in Texas and Arkansas. FMI's
assets are not subject to any insurance claims by policyholders of APIE.
FMI organized APIE and has been its exclusive manager since its inception
in 1975. The management agreement between FMI and APIE basically provides for
full management by FMI of the affairs of APIE under the direction of APIE's
physician Board of Directors. Subject to the direction of this Board, FMI sells
and issues policies, investigates, settles and defends claims, and otherwise
manages APIE's affairs. In consideration for performing its services, FMI
receives a percentage fee based on APIE's earned premiums (before payment of
reinsurance premiums), as well as a portion of APIE's profits. FMI pays salaries
and personnel related expenses, rent and office operations costs, data
processing costs and many other operating expenses of APIE. APIE is responsible
for the payment of all claims, claims expenses, peer review expenses, directors'
2
fees and expenses, legal, actuarial and auditing expenses, its taxes and certain
other specific expenses. Under the management agreement, FMI's authority to act
as manager of APIE is automatically renewed each year unless a majority of the
subscribers to APIE elect to terminate the management agreement by reason of an
adjudication that FMI has been grossly negligent, has acted in bad faith or with
fraudulent intent or has committed willful misfeasance in its management
activities. Termination of FMI's management agreement with APIE would have a
material adverse effect on the Company.
During 1997, FPIC Insurance Group, Inc. ("FPIC"), purchased a 20% interest
in Insurance Services from the Company. In conjunction with that purchase,
FPIC's subsidiary, Florida Physicians Insurance Company, Inc. ("Florida
Physicians"), entered into agreements with Agency and APIE granting Agency the
exclusive right to market Florida Physician's policies in Texas. Agency has
sales, marketing, underwriting and claims handling authority for Florida
Physicians in Texas and receives commissions for such services. Florida
Physicians also entered into a reinsurance agreement with APIE in which APIE
reinsures substantially all of Florida Physicians' risk in Texas under medical
professional liability policies issued or renewed by Florida Physicians on
behalf of Texas health care providers after March 27, 1997.
APIE is authorized to do business in the states of Texas and Arkansas.
Florida Physicians is a stock company licensed in several states. Both companies
specialize in writing medical professional liability insurance for health care
providers. The insurance written in Texas is primarily through purchasing groups
and is not subject to certain rate and policy form regulations issued by the
Texas Department of Insurance. Applicants for insurance coverage are reviewed
based on the nature of their practices, prior claims records and other
underwriting criteria. APIE is one of the largest medical professional liability
insurance companies in the State of Texas. APIE is the only professional
liability insurance company based in Texas that is wholly-owned by its
subscriber physicians.
Florida Physicians, together with its affiliates, insures over 7,200
physicians nationwide. Florida Physicians is rated A- (Excellent) by AM Best.
Generally, medical professional liability insurance is offered on either a
"claims made" basis or an "occurrence" basis. "Claims made" policies insure
physicians only against claims that occur and are reported during the period
covered by the policy. "Occurrence" policies insure physicians against claims
based on occurrences during the policy period regardless of when the claim is
actually made. APIE and Florida Physicians offer only a "claims made" policy in
Texas and Arkansas, but provide for an extended reporting option upon
termination. APIE and Florida Physicians reinsure 100% of all Texas and Arkansas
coverage per medical incident between $250,000 and $1,000,000, primarily through
certain domestic and international insurance companies.
The following table presents selected financial and other data for APIE.
The management agreement with FMI obligates APIE to pay management fees to FMI
based on APIE's earned premiums before payment of reinsurance premiums. The fee
percentage is 13.5% with the provision that any profits of APIE will be shared
equally with FMI so long as the total reimbursement (fees and profit sharing) do
not exceed a cap based on premium levels. In 2000, 1999, 1998, 1997, and 1996,
management fees attributable to profit sharing were $0, $329,000, $1,750,000,
$1,961,000, and $1,191,000, respectively. The decrease in 2000 is primarily due
to an overall increase in competition in medical professional liability
insurance in Texas as well as
3
a continued trend of rising claims against the insureds.
(In thousands, except for number of insureds)
Years Ended December 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Earned premiums before
reinsurance premiums $29,057 $24,529 $22,931 $25,899 $28,754
Total assets 66,348 66,377 75,173 81,594 90,193
Total surplus 10,014 13,925 13,592 11,854 10,017
Management fees (including profit
sharing) and commissions to FMI
and Agency 4,002 (2) 3,645 (2) 4,835 (2) 5,854 (2) $5,281 (2)
Number of insureds 3,178 2,882 2,743 2,629 (1) 3,019
- ----------------
(1) The decrease was the result of APIE's decision to raise
premiums at the risk of losing members on certain unprofitable
specialties. Included in the totals are physicians for which
APIE provides reinsurance through a relationship with another
malpractice insurance company.
(2) Includes commissions of $1,898, $1,191, $835, $1,214, and $860
in 2000, 1999, 1998, 1997 and 1996, respectively, from Florida
Physicians and other carriers directly related to APIE's
controlled business.
CONSULTING
On September 30, 1996, the Company invested $3,300,000 in common stock of
Exsorbet Industries, Inc. ("Exsorbet") (NASDAQ:EXSO) with a put option. Exsorbet
was a diversified environmental and technical services company. On November 26,
1996, the Company exercised its put in exchange for a $3,300,000 note receivable
from Exsorbet. The note was secured by the shares that were subject to the put
option plus all the stock and substantially all of the assets of Eco
Acquisition, Inc. ("Eco-Systems"), a wholly owned subsidiary of Exsorbet.
Subsequently, Exsorbet became known as Consolidated Eco-Systems, Inc.
("Con-Eco"). Prior to the foreclosure discussed below, this note had been
restructured in November, 1997 and again in March, 1999.
On June 17, 1998 the Company filed suit against Con-Eco, and its directors
and officers alleging breach of contract, negligent misrepresentation and
conspiracy. In February 1999 the Company settled the litigation related to the
directors and officers of Con-Eco. The Company recovered $950,000 for the full
release of all claims against the directors of Con-Eco. This payment was applied
against the outstanding debt.
In April, 1999, the Company's wholly owned subsidiary, APS Consulting
("APS Consulting"), foreclosed on the stock of Eco-Systems. Prior to the
foreclosure, the Company had entered into a settlement agreement with Con-Eco to
resolve the litigation described above. In connection with this agreement,
Con-Eco had the right to purchase back the business of Eco-Systems for a nominal
amount if it complied with the following terms:
(1) Con-Eco would pay the Company $375,000 within 18 months.
4
(2) Con-Eco could not declare bankruptcy during the 18 month period.
(3) Con-Eco would pay to the Company 75% of the proceeds from any
litigation recovery against an investment banking firm.
(4) Con-Eco would pay the balance of the restructured $2.5 million note
with interest on the due date of the note.
The Company's management expected that its ownership of Eco-Systems stock
would be temporary based on management's assessment of Con-Eco's net worth,
cash flow, and prospects for securing additional financing. Management
believed that Con-Eco would meet the revised terms and reacquire the
Eco-Systems stock for a nominal payment. Accordingly, the Company did not
initially consolidate the operations of APS Consulting. In addition, the
Company dismissed its lawsuit against Con-Eco, but retained the right to
reinstitute the litigation at a later date.
Subsequently, on September 1, 1999, the Company concluded that it was not
probable that Con-Eco would exercise its option to reacquire the stock and began
consolidating APS Consulting. The acquisition was recorded using the purchase
method of accounting. Although no charges to bad debt expense were incurred in
2000, the Company had written off to bad debt expense a total of $2,174,000
through December 31, 1999.
APS Consulting is an environmental consulting/engineering firm, comprised
of scientists and engineers specializing in remedial investigations, remediation
engineering, air quality, waste water, regulatory compliance, solid waste
engineering, litigation support/expert testimony, environmental resources and
industrial hygiene and safety. APS Consulting offices are located in Jackson,
Mississippi; Mobile, Alabama; and Houston, Texas.
Because of the wide range of expertise of its consultants, APS Consulting
serves clients in a broad base of industries, including: petrochemicals;
agricultural chemicals; oil exploration, refining and marketing; gas pipelines;
pulp and paper/forest products; manufacturing; waste disposal and management;
state and local government; and law firms. Its consultants and engineers have
expertise in environmental engineering, chemical engineering, hydrogeology,
computer-aided drafting and design, civil engineering, geology, biology and
micro biology. Revenues from APS Consulting contributed 12% and 4% of Company
revenues in 2000 and 1999, respectively. As revenues and expenses of APS
Consulting were not consolidated into the totals of the Company until September,
1999, the percentage for 1999 reflects only four months of revenues from APS
Consulting.
REAL ESTATE
APS Realty, Inc., ("APS Realty"), a wholly-owned subsidiary of the Company,
owns condominium space in an office project located in Austin, Texas. APS Realty
leases approximately 81% of this space to the Company, its subsidiaries and
affiliates. The remainder is leased to unaffiliated parties. Revenues from APS
Realty contributed 8%, 4% and 4% of Company revenues in 2000, 1999 and 1998,
respectively.
5
OTHER INVESTMENTS
The Company owns 2,344,000 shares of common stock of Prime Medical
Services, Inc. ("Prime Medical"), representing at March 15, 2001 approximately
15% of the outstanding shares of common stock of Prime Medical. Two of Prime
Medical's seven directors are members of the Company's four member board of
directors, and Mr. Hummel, president and chief executive officer of Prime
Medical, is a member of the Company's Board of Directors. The Company records
its pro-rata share of Prime Medical's results on the equity basis. Prime Medical
is the largest provider of lithotripsy services in the United States, currently
servicing over 450 hospitals and surgery centers in 34 states. Lithotripsy is a
non-invasive method of treating kidney stones through the use of shock waves.
During 1999, Prime Medical entered into the refractive surgery field through two
acquisitions. LASIK refractive surgery, one of the most advanced forms of laser
vision correction, is designed to improve vision and reduce dependence on
glasses and contacts by correcting nearsightedness, farsightedness and
astigmatism. Prime Medical now operates fifteen laser vision correction
facilities, which performed approximately 33,000 procedures on an annualized
basis during 2000. In addition, Prime Medical is involved in providing
manufacturing services and installation, upgrade, refurbishment and repair of
major medical equipment for the mobile medical service providers. The common
stock of Prime Medical is traded on the NASDAQ National Market under the symbol
"PMSI". Prime Medical is a Delaware corporation which is required to file
annual, quarterly and other reports and documents with the Securities and
Exchange Commission (the "SEC"), which reports and documents contain financial
and other information regarding Prime Medical. The summary information in the
accompanying consolidated financial statements regarding Prime Medical is
qualified in its entirety by reference to such reports and documents. Such
reports and documents may be examined and copies may be obtained from the SEC.
On January 1, 1998 the Company invested $2,078,000 in the Convertible
Preferred Stock of Uncommon Care, Inc. ("Uncommon Care"). The Company has also
made available to Uncommon Care three lines of credit totaling $4,850,000. The
loans are at interest rates varying from ten percent to twelve percent, payable
quarterly with various maturities through June 30, 2005, at which time any
outstanding principal and any accrued but unpaid interest are due and payable.
Uncommon Care is a developer and operator of dedicated Alzheimer's care
facilities. The preferred shares owned by the Company are convertible into
approximately a 34% interest in the common equity of Uncommon Care. Two of
Uncommon Care's four directors are officers or directors of the Company. The
Company records its investment in and advances to Uncommon Care on the equity
basis.
DISCONTINUED OPERATIONS
In the fourth quarter of 1997, the Company formed APS Practice Management,
Inc., later renamed Syntera HealthCare Corporation ("Syntera") with an initial
ownership of 85%. Syntera specialized in the management of OB/GYN and related
medical practices. In a typical transaction, Syntera acquired the non-medical
assets of a physician's practice and signed a long-term management contract with
the physician to provide the majority of the non-medical requirements of the
practice, such as non-professional personnel, office space, billing and
6
collection, and other day-to-day non-medical operating functions. In turn,
Syntera was paid a variable management fee that rewarded the efficient operation
and the expansion of the practice. On August 31, 1999 Syntera was acquired by
another unaffiliated practice management company, FemPartners, Inc.,
("FemPartners") resulting in the Company owning approximately 8% of the total
equity of FemPartners. The results of operations of Syntera have been reflected
in the accompanying consolidated financial statements as discontinued
operations. The merger of Syntera and FemPartners was treated as a non-monetary
exchange. At this time Syntera entered into the physician practice management
relationships with physicians, the Company entered into certain share exchange
agreements with the physicians as an added inducement that allowed the
physicians, after a certain period of time and subject to certain conditions, to
exchange their Syntera shares for (at the Company's option) either cash or the
Company's common stock or other securities. During 2000, the Company paid
approximately $856,000 to physicians pursuant to these share exchange agreements
and received approximately 51,900 additional shares of FemPartners common stock
in return.
The Company, through its wholly owned subsidiary, APS Systems, Inc. ("APS
Systems"), had previously developed software and marketed it to medical clinics
and medical schools. This business segment became unprofitable in 1996. A joint
venture with a software developer was formed in 1996 with a plan to develop new
products, but was discontinued in 1997 when it was determined that the high cost
of developing competitive products precluded an adequate return on investment.
Subsequently, the Company ceased marketing the software and reduced the scope of
APS Systems' operations to a level adequate to service existing clients through
the terms of their contracts. The results of operations of APS Systems have been
reflected in the accompanying financial statements as discontinued operations.
COMPETITION
APS Financial and Asset Management are both engaged in a highly competitive
business. Their competitors include, with respect to one or more aspects of
business, all of the member organizations of the New York Stock Exchange and
other registered securities exchanges, all members of the NASD, registered
investment advisors, members of the various commodity exchanges and commercial
banks and thrift institutions. Many of these organizations are national rather
than regional firms and have substantially greater personnel and financial
resources than the Company's. Discount brokerage firms oriented to the retail
market, including firms affiliated with commercial banks and thrift
institutions, are devoting substantial funds to advertising and direct
solicitation of customers in order to increase their share of commissions and
other securities related income. In many instances APS Financial is competing
directly with such organizations. In addition, there is competition for
investment funds from the real estate, insurance, banking and thrift industries.
APIE competes with numerous insurance companies in Texas and Arkansas,
primarily Medical Protective Insurance Company, St. Paul Fire and Marine
Insurance Company, State Volunteer Mutual Company, Frontier Insurance Group,
Texas Medical Liability Trust, Medical Interinsurance Exchange Group of New
Jersey and PHICO Insurance. Many of these firms have substantially greater
resources than APIE. The primary competitive factor in selling insurance is a
combination of price, terms of the policies offered, claims service and other
services, and claims settlement philosophy.
7
APS Consulting operates in the environmental services industry that is
characterized by intense competition. Many companies of all sizes are engaged in
activities similar to those of the APS Consulting and many of APS Consulting's
competitors have substantially greater assets and capital resources. APS
Consulting operates primarily in the Southeastern United States, however, the
Company has projects throughout the United States. APS Consulting seeks to
distinguish its services by (i) providing timely, high quality and
cost-effective solutions to the various environmental issues facing its clients,
(ii) maintaining long-term relationships with its clients, and (iii) utilizing
technology to provide state of the art services in accordance with applicable
regulatory standards. There can be no assurance, however, that APS Consulting
can compete successfully against its competitors, given the size, resources and
marketing capabilities of many of its competitors.
REGULATION
APS Financial and Asset Management are subject to extensive regulation
under both federal and state laws. The SEC is the federal agency charged with
administration of the federal securities and investment advisor laws. Much of
the regulation of broker dealers, however, has been delegated to self-regulatory
organizations, principally the NASD and the national securities exchanges. These
self-regulatory organizations adopt rules (subject to approval by the SEC) which
govern the industry and conduct periodic examinations of member broker/dealers.
APS Financial is also subject to regulation by state and District of Columbia
securities commissions.
The regulations to which APS Financial is subject cover all aspects of the
securities business, including sales methods, trade practices among broker
dealers, uses and safekeeping of customers' funds and securities, capital
structure of securities firms, record keeping and the conduct of directors,
officers and employees. Additional legislation, changes in rules promulgated by
the SEC and by self regulatory organizations, or changes in the interpretation
or enforcement of existing laws and rules, may directly affect the method of
operation and profitability of APS Financial. The SEC, self regulatory
organizations and state securities commissions may conduct administrative
proceedings which can result in censure, fine, suspension or expulsion of APS
Financial, its officers or employees. The principal purpose of regulation and
discipline of broker/dealers is the protection of customers and the securities
markets, rather than protection of creditors and shareholders of broker/dealers.
APS Financial, as a registered broker dealer and NASD member organization,
is required by federal law to belong to the SIPC. When the SIPC fund falls below
a certain minimum amount, members are required to pay annual assessments in
varying amounts not to exceed .5% of their adjusted gross revenues to restore
the fund. The last assessment was in 1995 and amounted to approximately $7,300.
The SIPC fund provides protection for customer accounts up to $500,000 per
customer, with a limitation of $100,000 on claims for cash balances.
FMI has received certificates of authority from the Texas and Arkansas
insurance departments, licensing it on behalf of the subscribers of APIE. APIE,
as an insurance company, is subject to regulation by the insurance departments
of the States of Texas and Arkansas. These regulations strictly limit all
financial dealings of a reciprocal insurance exchange with its officers,
directors, affiliates and subsidiaries, including FMI. Premium rates,
advertising, solicitation of insurance, types of insurance issued and general
corporate activity are also subject to regulation by various state agencies.
8
APS Consulting is subject to extensive laws and regulations promulgated by
the Federal, state and local governments and regulatory authorities dealing with
the discharge of materials into the environment or otherwise relating to the
protection of the environment. The Company believes it is in compliance in all
material respects with all such laws and regulations.
EMPLOYEES
At March 1, 2001, the Company employed, on a full time basis, approximately
123 persons, including 48 by Insurance Services, 44 by APS Investment Services,
20 by APS Consulting and 11 directly by the Company. The Company considers its
employee relations to be good. None of the Company's employees is represented by
a labor union and the Company has experienced no work stoppages.
ITEM 2. PROPERTIES
APS Realty owns approximately 45,000 square feet of condominium space in an
office project in Austin, Texas. The Company, its subsidiaries and affiliate use
approximately 36,000 square feet of this space as their principal executive
offices, and APS Realty leases the remainder to third parties. The area
available for lease to third parties is 88% occupied as of March 15, 2001.
APS Investment Services also leases office space at 2550 Gray Falls Dr,
Suite 350, Houston, Texas.
APS Consulting leases offices at: 439 Katherine Drive, Suite 2A, Jackson,
Mississippi; 17171 Park Row, Suite 120, Houston, Texas; 384 Fairhope Avenue,
Suite 7, Fairhope, Alabama.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions that have
arisen in the ordinary course of business. Management believes that any
liabilities arising from these actions will not have a material adverse effect
on the financial condition of the Company.
9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting was held June 13, 2000. The agenda item was
the election of directors. Voting results follow:
BOARD ELECTION
Nominee For Against Abstain
------- --- ------- -------
Brad A. Hummel 2,535,501 55,214 --
Robert L. Myer 2,535,501 55,214 --
William A. Searles 2,535,501 55,214 --
Kenneth S. Shifrin 2,535,501 55,214 --
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table represents the high and low prices of the Company's
common stock in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc., Automated Quotations System for years
ended December 31, 2000 and 1999. On March 1, 2001, the Company had
approximately 407 holders of record of its common stock.
2000 1999
------------------------- ----------------------
High Low High Low
-------- --------- -------- ---------
First Quarter $4 1/16 $2 15/16 $5 1/8 $1 7/8
Second Quarter $3 9/16 $ 2 1/4 $3 7/8 $ 2 1/4
Third Quarter $4 $ 2 11/16 $5 1/16 $ 3 7/32
Fourth Quarter $3 3/4 $1 $7 $3 1/2
The Company has not declared any cash dividends on its common stock during
the last two years and has no present intention of paying any cash dividends in
the foreseeable future. It is the present policy of the Board of Directors to
retain all earnings to provide funds for the growth of the Company. The
declaration and payment of dividends in the future will be determined by the
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Board of Directors based upon the Company's earnings, financial condition,
capital requirements and such other factors as the Board of Directors may deem
relevant.
ITEM 6. SELECTED FINANCIAL DATA
(In thousands, except per share data)
SELECTED FINANCIAL DATA
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Selected income statement data:
Revenues $19,902 $18,751 $16,403 $13,065 $10,437
Earnings (loss) from continuing operations before
income taxes and minority interests
(1,962) (235) 1,764 3,814 3,006
Earnings (loss) from continuing operations (1,402) (153) 890 3,814 1,948
Net earnings (loss) (1,402) (55) 979 2,538 1,924
Per share amounts:
Basic: Earnings (loss) from continuing operations $(0.56) $(0.05) $0.21 $0.93 $0.48
Net earnings (loss) (0.56) (0.02) 0.23 0.62 0.48
Diluted: Earnings (loss) from continuing operations (0.56) (0.05) 0.17 0.90 0.46
Net earnings (loss) (0.56) (0.02) 0.19 0.60 0.46
Diluted weighted average shares outstanding 2,756 3,168 4,692 4,241 4,219
Selected balance sheet data:
Total assets 29,426 29,835 35,496 32,652 24,468
Long-term obligations 6,147 3,557 259 -- --
Total liabilities 12,692 10,875 8,773 7,998 4,086
Minority interests 111 48 2,687 1,550 --
Total equity 16,623 18,912 24,036 23,104 20,382
Book value per share 7.04 7.09 5.78 5.55 5.03
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE COMPANY
FORWARD-LOOKING STATEMENTS
The statements contained in this Report on Form 10-K that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Company's expectations, hopes,
intentions or strategies regarding the future. Readers should not place undue
reliance on forward-looking statements. All forward-looking statements included
in this document are based on information available to the Company on the date
hereof, and the Company assumes no obligation to update any such forward-looking
statements. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements. In addition to
any risks and uncertainties specifically identified in the text surrounding such
forward-looking statements, the reader should consult the Company's reports on
Forms 10-Q and other filings under the Securities Act of 1933 and the Securities
Exchange Act of 1934, for factors that could cause actual results to differ
materially from those presented.
The forward-looking statements included herein are necessarily based on
various assumptions and estimates and are inherently subject to various risks
and uncertainties, including risks and uncertainties relating to the possible
invalidity of the underlying assumptions and estimates and possible changes or
developments in social, economic, business, industry, market, legal and
regulatory circumstances and conditions and actions taken or omitted to be taken
by third parties, including customers, suppliers, business partners and
competitors and legislative, judicial and other governmental authorities and
officials. Assumptions relating to the foregoing involve judgements with respect
to, among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Any such
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this Report on Form 10-K will prove
to be accurate.
RESULTS OF OPERATIONS
2000 COMPARED TO 1999
Revenues from continuing operations increased 6% in 2000 compared to 1999.
Net losses increased from $55,000 in 1999 to $1,402,000 in 2000. Diluted losses
per share increased from $(0.02) in 1999 to $(0.56) in 2000. The reasons for
these changes are described below.
FINANCIAL SERVICES
Financial services revenues decreased 8% in 2000 compared to 1999. The
decrease resulted from lower commissions earned at APS Financial, the
broker/dealer division of Investment Services, resulting from the uncertainty in
the bond market. This uncertainty resulted from the major decline in the stock
market beginning in April, 2000. Uncertainty affects the time in which investors
are willing to risk their funds. Investors tend to purchase short to medium term
securities during times of uncertainty while bond market dealer revenues rely on
medium to long term investors. Contributing to the decline in revenues was the
fact that inventory losses were $94,000 in 2000 compared to inventory gains of
$8,000 in 1999.
12
Financial services expenses decreased 6% in 2000 compared to 1999. The
decline in transaction activity at APS Financial was primarily responsible for a
4% decrease in sales commission expense, a 7% decrease in support personnel
costs, a 30% decrease in incentive compensation, a 22% decrease in transaction
charges and a 6% decrease in financial information services. Partially
offsetting these decreases was a 20% increase in maintenance costs as well as an
increase in allocated expenses for computer and information technology support.
Results in this segment can vary from year to year. The broker/dealer,
primarily a provider of fixed income securities, is subject to general market
conditions as well as interest rates and is in an industry characterized by
competition for top producing brokers. In an effort to add to the segment's
overall profitability, and to add stability from year to year, the Company
entered the asset management business in 1998. As a registered investment
advisor, Asset Management, seeks to manage the portfolios of institutions and
high net worth individuals. Asset Management is in a competitive business and
was not profitable in 2000 nor in 1999, incurring losses of $148,000 and
$169,000, respectively. The Company cannot predict when or if it will achieve
profitability.
INSURANCE SERVICES
Insurance Services' revenues increased 22% in 2000 compared to 1999. The
increase was primarily due to greater commissions earned on a higher volume of
new business as evidenced by the number of insureds increasing approximately 10%
during the past twelve months. APIE also implemented a 13% rate increase in
July, 2000. The increase in volume and rates at APIE raised total premiums
written and consequently, management fees earned by Insurance Services.
Insurance Services' expenses increased 14% in 2000 compared to 1999. The
increase was primarily due to a 48% increase in commissions paid to sales agents
resulting from the above-mentioned increase in commission revenues earned.
Partially offsetting this increase was a 31% decrease in advertising as well as
an 8% decrease in depreciation expense. Advertising declined due to decreasing
use of direct mail marketing in favor of a new internet website, most of the
costs of which were capitalized in 2000. Depreciation is down due to a greater
amount of assets becoming fully depreciated during the year than were purchased.
CONSULTING
Revenues included in the consolidated earnings of the Company from APS
Consulting increased 212% in 2000 compared to 1999 primarily due to the fact
that earnings from this subsidiary were not consolidated until September, 1999.
Taking into consideration those revenues earned during the twelve months ended
December 31, 1999 regardless of ownership, there was a 2% decline in 2000. This
decrease in revenues is due to the loss of a major client in early 1999
resulting from the uncertainty that arose with the dissolution of Eco-Systems'
former parent, Consolidated Eco-Systems, Inc.
Expenses increased 238% in 2000 for the same reason explained above, as no
expenses were recorded during the first eight months of 1999. Were the twelve
months of expenses in 1999 to be compared to 2000, there would be an 11%
reduction in total expenses in 2000. The primary reason for this reduction is
the fact that bad debt expense was 94% lower in 2000 compared to 1999. In early
1999, before the Company began consolidating the revenues and expenses of APS
Consulting, a receivable from the then parent company (Consolidated Eco-Systems,
Inc.) totaling
13
$224,000 was written off when it was apparent that the parent would not
survive as an entity.
REAL ESTATE
Revenues at the Company's real estate subsidiary, APS Realty, increased
119% in 2000 compared to 1999. Gains from the sales of surplus office space
formerly leased to the Company's outside tenants are the reason for the
increase. These sales amounted to a total of approximately 8,000 square feet of
the 53,000 total square feet owned by the Company and resulted in gains of about
$770,000.
Expenses decreased 6% in 2000 compared to 1999 due again to the sale of
surplus office space in 2000. As a result, building management fees and
depreciation expense are lower in 2000 than in 1999.
INVESTMENT AND OTHER
The $1.5 million decrease in current year investment and other income was
primarily due to gains recorded in 1999 from the exchanges of Prime Medical
common stock for the Company's common stock. As part of a buy-back strategy, the
Company exchanged 720,700 shares of Prime Medical common stock for 1,441,400
shares of the Company's common stock held by two mutual fund companies. The
Company's common stock was then retired and gains on the Prime Medical stock
totaling $1.6 million were recorded. No such gains were recorded in 2000.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased 5% in 2000 compared to 1999.
The increase was primarily due to normal annual merit raises.
INVESTMENTS AND INTEREST
Investments and interest expense increased 15% in 2000 compared to 1999.
Interest expense increased 61% over 1999 as a result of an increase in notes
payable. Draws taken from the Company's line of credit with Bank of America,
used primarily to fund the Company's investments in Syntera and Uncommon Care,
resulted in an ending balance of $5,885,000 at December 31, 2000 compared to
$3,275,000 at December 31, 1999. Investment expenses increased in 2000 due to a
charge to operations of $1.6 million that was taken in the fourth quarter of
2000 resulting from a valuation adjustment to the Company's investment in
FemPartners, Inc. This adjustment was primarily the result of the Company's
obligation under certain share exchange agreements to acquire additional
FemPartners stock at a premium. Also $560,000 was charged to operations
resulting from certain contingent working capital reserve requirements contained
in the Company's merger agreement with FemPartners, Inc. During 1999 charges
were taken to bad debt expense totaling $1,293,000 pertaining to a note
receivable from Consolidated Eco-Systems. In addition, a separate charge to bad
debt expense of $536,000 was taken during 1999 pertaining to receivables from
Syntera HealthCare, Inc. (now FemPartners, Inc.).
14
AFFILIATES
The Company has two affiliates accounted for on the equity method. Equity
earnings in Prime Medical, Inc. decreased 31% in 2000 compared to 1999 as a
result of lower profits generated from their lithotripter operations caused by
contract renegotiations which resulted in a larger number of contracts providing
for per diem pricing. In addition, there was a $1.8 million impairment charge
recorded by Prime Medical resulting primarily from the sale of its Prostatherapy
division. Also, Prime Medical recorded $1.1 million of non-recurring income in
1999. Lastly, the Company's ownership percentage of Prime Medical has decreased
from an average of 15.0% in 1999 to an average of 14.6% in 2000 as a result of
the Company's exchanges of Prime Medical stock to acquire Company stock that
occurred in 1999. Partially offsetting this ownership decrease is the fact that
Prime Medical continues to acquire its own treasury shares, which in turn
increases the Company's ownership percentage in Prime Medical.
The Company also reflects its investment in Uncommon Care on the equity
method. Losses on this investment recorded by the Company in 2000 totaled
approximately $2,009,000 versus approximately $1,914,000 in 1999. The increased
losses in 2000 were attributable to construction of four new facilities at
Uncommon Care during 2000 which results in initial low occupancy at the newly
constructed facilities. Such losses were expected during Uncommon Care's growth
stage. The burden of start-up activities associated with the time to bring the
new facilities to full occupancy will continue to result in losses in 2001. By
the end of 2001 it is expected that all facilities should be at planned
occupancy levels. There are currently no new facilities planned for construction
in 2001.
1999 COMPARED TO 1998
Revenues from continuing operations increased 14% in 1999 compared to
1998. Net earnings decreased by $1,034,000 and diluted earnings per share
decreased by $0.21 per share. The reasons for these changes are described below.
FINANCIAL SERVICES
Financial services revenues increased 9% in 1999 compared to 1998. The
increase resulted from greater commissions earned at APS Financial, the
broker/dealer division of Investment Services, resulting from greater volatility
in world bond markets which caused clients to realign portfolios. This activity
created more transactions and thus more commissions. Also contributing to the
increase was a greater emphasis on internally generated market research and
continued success at recruiting experienced, proven producers. Internal market
research contributes to higher commissions by providing additional investment
ideas to be marketed by the brokers to a greater number of customers. Finally,
inventory losses, which lower revenues, were greater in 1998 than in 1999.
Inventory losses were $329,000 in 1998 as compared to inventory gains of $8,000
in 1999.
Financial services expenses increased 8% in 1999 compared to 1998. The
large increase in transaction activity at APS Financial was primarily
responsible for a 2% increase in sales commission expense, a 9% increase in
support personnel costs, a 5% increase in transaction charges and a 16% increase
in financial information services. Greater profits in 1999 also increased
expenses under the incentive compensation plan by 56% over 1998. Personnel costs
also increased in 1999 primarily as a result of incurring a full year of
personnel costs at APS
15
Asset Management, the portfolio management division of Investment Services. Only
six months of personnel costs were incurred in 1998, as the subsidiary was
formed in June, 1998.
Results in this segment can vary from year to year. The broker/dealer,
primarily a provider of fixed income securities, is subject to general market
conditions as well as interest rates and is in an industry characterized by
competition for top producing brokers. In an effort to add to the segment's
overall profitability, and to add stability from year to year, the Company
entered the asset management business in 1998. As a registered investment
advisor, Asset Management, seeks to manage the portfolios of institutions and
high net worth individuals. Asset Management is in a competitive business and
was not profitable in 1999, incurring a loss of $169,000. The Company cannot
predict when or if it will achieve profitability.
INSURANCE SERVICES
Insurance Services' revenues decreased 17% in 1999 compared to 1998. The
primary reason for the decrease in 1999 was due to lower profit sharing. The
insurance management fee contract between Insurance Services and APIE contains a
provision to share in the profits of APIE. Due to an overall increase in
competition in medical professional liability insurance in Texas as well as a
continued trend of rising claims against the insureds, profits, and
consequently, profit sharing, were lower in 1999.
Insurance Services' expenses increased 10% in 1999 compared to 1998. The
increase was primarily due to commission rates paid to sales agents which were
20% to 25% higher in 1999. In addition, business received through agents
increased 18% in 1999 compared to 1998. Lastly, personnel costs increased 7% in
1999, primarily due to normal annual merit raises.
Due to the profit sharing provision in Insurance Services most significant
contract, results can vary from year to year. In the last five years under the
contract, profit sharing has ranged from 7% to 31% of the segment's revenues.
CONSULTING
The Company began consolidating the earnings of APS Consulting in
September, 1999. No comparison to prior year, therefore, is possible. Revenues
of Eco-Systems (now APS Consulting) decreased 28% in 1999 compared to 1998 due
primarily to the loss of a major client resulting from the uncertainty that
arose with the breakup of Con-Eco.
Expenses at Consulting decreased 4% in 1999 primarily as a result of fewer
personnel. The uncertainty that arose with the breakup of Con-Eco caused some
personnel to seek other employment opportunities.
REAL ESTATE
Revenues decreased less than 1% compared to 1998. The decrease reflects a
higher vacancy rate, partially offset by higher lease rates.
The 4% increase in real estate expenses resulted from a 4% increase in
property taxes due to higher real estate taxable values and a 177% ($7,000)
increase in fees paid for building maintenance.
16
INVESTMENT AND OTHER
The substantial rise in investment and other income was primarily due to
gains from the exchanges of Prime Medical common stock for the Company's common
stock. As part of a buy-back strategy, the Company exchanged 720,000 shares of
Prime Medical common stock for 1,441,000 shares of the Company's common stock
held by two mutual fund companies. The Company's common stock was then retired
and gains on the Prime Medical stock totaling $1,635,000 were recorded. The gain
was based on the difference between the Company's carrying value of the Prime
stock and the market value of Company stock on the date of the transactions.
Based on an independent evaluation, the market value of the Company stock was
discounted 6%, due to the large size of the transaction.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased 1% from 1998. A 25%
decrease in professional fees was partially offset by a 12% increase in
personnel costs. Legal fees were incurred in 1998 totaling $81,000 related to
the Uncommon Care preferred stock investment.
INVESTMENTS AND INTEREST
Investments and interest expense increased 405% over 1998 due in part to
higher interest paid on a greater note payable balance. Draws taken from the
Company's line of credit with Bank of America to fund the Company's investments
in Syntera and Uncommon Care resulted in an ending balance of $3,275,000 at
December 31, 1999 compared to zero at December 31, 1998.
AFFILIATES
The Company has two affiliates accounted for on the equity method. Prime
Medical's operating income increased in 1999 but the Company recognized a
smaller percentage (18% in 1998 vs. 14% in 1999) as a result of its exchange of
Prime Medical shares to acquire shares of the Company's common stock. Even with
this drop in ownership percentage, equity earnings from Prime Medical increased
23% in 1999. The Company, through its status as Prime Medical's largest
shareholder and through its representation on Prime Medical's board, continues
to have significant influence at Prime Medical and accounts for its investment
using the equity method.
The Company also reflects its investment in Uncommon Care on the equity
method. Losses on this investment recorded by the Company in 1999 totaled
approximately $1,914,000 versus approximately $860,000 in 1998. Such losses were
expected during Uncommon Care's growth stage. The cost of developing new
facilities and the time to bring them to full occupancy will continue to result
in losses until the established operating base is large and profitable enough to
cover the expenses of new development or until there is a slowdown in
development of new facilities. The increased losses in 1999 were attributable to
the ramp up of facilities construction at Uncommon Care during 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital was $(203,000) and $1,440,000 at December 31, 2000 and
1999, respectively. The decrease in the current year is due primarily to a loss
from operating activities. In addition, the Company recorded a current liability
for all expected share exchange agreements with the former Syntera doctors. The
share exchange liability recorded at December 31, 2000
17
was $2.3 million. Historically, the Company has maintained a strong working
capital position and, using that base, has been able to satisfy its operational
and capital expenditure requirements with cash generated from its operating and
investing activities. These same sources of funds have also allowed the Company
to pursue investment and expansion opportunities consistent with its growth
plans. In 1999 and 2000, the Company supplemented these traditional sources of
funds with short-term bank borrowings. Although it is uncertain if operating
activities will provide positive cash flow in 2001, the Company believes it has
sufficient borrowing capacity as well as ample liquidity in its holdings of
Prime Medical shares to meet its working capital requirements for the
foreseeable future.
In 1998, the Company entered into a three year $10,000,000 revolving credit
agreement with NationsBank of Texas, N.A. (subsequently acquired by Bank of
America, N.A.). Funds advanced under the agreement bear interest at the prime
rate less 1/4 %, such interest to be payable quarterly. The Company pledges
shares of Prime Medical to the bank as funds are advanced under the line. In May
1999, as a result of the exchange of Prime Medical shares for common stock of
the Company, the revolving credit agreement was amended to lower the total funds
available to the Company from $10,000,000 to $7,500,000. Funds totaling
$5,885,000 and $6,000,000 had been advanced as of December 31, 2000 and March
15, 2001, respectively.
Capital expenditures for equipment were $125,000, $413,000, and $206,000,
in 2000, 1999, and 1998, respectively. Capital expenditures were higher in 1999
due to purchases necessary to remediate Year 2000 computer issues as well as to
higher expenditures for improved office space and leasing fees. The Company
expects capital expenditures in 2001 to be approximately equal to those of 2000.
The Company's ability to make scheduled payments of principal of, or to pay
the interest on, or to refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control. Based upon the current level of
operations and anticipated revenue growth, management believes that cash flow
from operations and available cash, together with available borrowings under its
bank line of credit and liquidity in its holdings of Prime Medical shares, will
be adequate to meet the Company's future liquidity needs for at least the next
several years. However, there can be no assurance that the Company's business
will generate sufficient cash flow from operations, that anticipated revenue
growth and operating improvements will be realized or that future borrowings
under the line of credit or sales of Prime Medical shares will generate
sufficient cash to enable the Company to service its indebtedness or to fund its
other liquidity needs.
INFLATION
The operations of the Company are not significantly affected by inflation
because, having no manufacturing operations, the Company is not required to make
large investments in fixed assets. However, the rate of inflation will affect
certain of the Company's expenses, such as employee compensation and benefits.
18
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (Statement). The Company is required to implement this statement
effective with its 2001 fiscal year (after deferral by SFAS No. 137). Statement
133 addresses the accounting for derivative instruments, including certain
instruments embedded in other contracts, and for hedging activities. Under this
Statement, the Company will be required to recognize all derivative instruments
as either assets or liabilities in the balance sheet and measure those at fair
value. If certain conditions are met a derivative may be specifically designated
as a hedge, an unrecognized firm commitment, an available-for-sale security, or
a foreign-currency-dominated forecasted transaction. The adoption of the
Statement on January 1, 2001 had no impact on the company's financial position
or results of operations. The Company did not hold any derivatives as of
December 31, 2000 and 1999.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has some exposure to cash flow and fair value risk from changes
in interest rates, which may affect its financial position, results of operation
and cash flows. The Company does not use financial instruments for speculative
purposes, but does maintain a trading account inventory to facilitate the
business of its broker/dealer subsidiary. At the end of 2000 the inventory
balance was $241,000. Historically, the Company has turned this inventory
rapidly and has realized neither significant gains nor losses.
The Company has notes receivable which are at an 8% fixed rate. Their fair
value will increase and decrease inversely with interest rates. The Company has
debt totaling $5,888,000, most of which was drawn on a $7,500,000 revolving line
of credit with a floating interest rate. For each $1 million that the Company
should borrow in 2001, a 1% increase in interest rate would result in a $10,000
annual increase in interest expense.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained in Appendix A attached
hereto.
Financial information and schedules relating to Prime Medical Services,
Inc. are contained in Item 14(a) of the Annual Report on Form 10-K for the year
ended December 31, 2000 of Prime Medical Services, Inc., which Item 14(a) is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is contained in the definitive proxy
material of the Company to be filed in connection with its 2001 annual meeting
of shareholders, except for the information regarding executive officers of the
Company, which is presented below. The information required by this item
contained in such definitive proxy material is incorporated herein by reference.
As of March 15, 2001, the executive officers of the Company are as follows:
Name Age Position
- ---- --- -----------
Kenneth S. Shifrin 51 Chairman of the Board, President
and Chief Executive Officer
Duane K. Boyd, Jr. 56 Senior Vice President - Insurance
William H. Hayes 53 Senior Vice President - Finance
and Secretary
George S. Conwill 44 Vice President - Investment Services
Thomas R. Solimine 42 Controller
All officers serve until the next annual meeting of directors and until
their successors are elected and qualified.
Mr. Shifrin has been Chairman of the Board since March 1990. He has been
President and Chief Executive Officer since March 1989 and was President and
Chief Operating Officer from June 1987 to February 1989. He has been a Director
of the Company since February 1987. From February 1985 until June 1987, Mr.
Shifrin served as Senior Vice President - Finance and Treasurer. He has been
Chairman of the Board of Prime Medical since October 1989. Mr. Shifrin is a
member of the World Presidents Organization.
Mr. Boyd has been Senior Vice President - Insurance since July 1991 and has
also been Chairman and Chief Executive Officer of FMI since March 1997. Prior to
that, beginning in July 1991, he had been President of FMI. Mr. Boyd has been a
Director of Uncommon Care since January 1998. Mr. Boyd is a Certified Public
Accountant and was with KPMG LLP from 1974 until June 1991, where he a partner
specializing in the insurance industry.
Mr. Hayes has been Senior Vice President - Finance since June 1995. Mr.
Hayes was Vice President from June 1988 to June 1995 and was Controller from
June 1985 to June 1988. He has been Secretary of the Company since February 1987
and Chief Financial Officer since June 1987. Mr. Hayes is a Certified Public
Accountant.
Mr. Conwill has been Senior Vice President - Investment Services since June
2000 and had been Vice President since June 1998. He has served as Chief
Operating Officer of APS Financial since May 1995, and as President and Chief
Operating Officer since March 1998. In May 1998
20
he assumed responsibility as President of APS Investment Services.
Mr. Solimine has been Controller since June 1994. He has served as
Secretary for APS Financial since February 1995. From July 1989 to June 1994,
Mr. Solimine served as Manager of Accounting for the Company.
There are no family relationships, as defined, between any of the above
executive officers, and there is no arrangement or understanding between any of
the above executive officers and any other person pursuant to which he was
selected as an officer. Each of the above executive officers was elected by the
Board of Directors to hold office until the next annual election of officers and
until his successor is elected and qualified or until his earlier resignation or
removal. The Board of Directors elects the officers in conjunction with each
annual meeting of the stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the definitive proxy
statement of the Company to be filed in connection with its 2001 annual meeting
of shareholders, which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained in the definitive proxy
statement of the Company to be filed in connection with its 2001 annual meeting
of shareholders, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained in the definitive proxy
statement of the Company to be filed in connection with its 2001 annual meeting
of shareholders, which information is incorporated herein by reference.
21
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The information required by this item is contained in Appendix
A attached hereto.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable or
not required or because the required information is not
material or is presented in the Consolidated Financial
Statements and related notes.
(b) Reports on Form 8-K
None
(c) Exhibits (1)
3.1 Restated Articles of Incorporation of the Company, as amended. (5)
3.2 Amended and Restated Bylaws of the Company. (5)
4.1 Specimen of Common Stock Certificate. (2)
4.2 Rights Agreement, dated as of August 15, 2000, between American
Physicians Service Group, Inc. and American Stock Transfer & Trust
Company which includes the form of Statement of Resolutions setting
forth the terms of the Junior Participating Preferred Stock, Series A,
the form of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C. (10)
*10.1 American Physicians Service Group, Inc. Employees Stock Option Plan. (2)
*10.2 Form of Employees Incentive Stock Option Agreement. (2)
*10.3 Form of Employees Non-Qualified Stock Option Agreement. (2)
*10.4 American Physicians Service Group, Inc. Directors Stock Option Plan. (2)
*10.5 Form of Directors Stock Option Agreement. (2)
*10.6 1995 Non-Employee Directors Stock Option Plan of American Physicians
Service Group, Inc. (6)
*10.7 Form of Non-Employee Directors Stock Option Agreement. (6)
22
*10.8 1995 Incentive and Non-Qualified Stock Option Plan of American
Physicians Service Group, Inc. (6)
*10.9 Form of Stock Option Agreement (ISO). (6)
*10.10 Form of Stock Option Agreement (Non-Qualified). (6)
10.11 Management Agreement of Attorney-in-Fact, dated August 13, 1975,
between FMI and American Physicians Insurance Exchange. (2)
*10.14 Profit Sharing Plan and Trust, effective December 1, 1984, of the
Company. (3)
10.17 Stock Purchase Agreement dated September 30, 1996 between the
Company and Exsorbet Industries, Inc. (7)
10.18 Stock Put Agreement dated September 30, 1996 between the Company and
Exsorbet Industries, Inc. (7)
10.19 Shareholder Rights Agreement dated September 30, 1996 between the
Company and Exsorbet Industries, Inc. (7)
10.20 Warrant dated September 30, 1996 for shares of common stock issued
to the Company by Exsorbet Industries, Inc. (7)
10.21 Contingent Warrant Agreement dated September 30, 1996 for shares of
common stock issued to the Company by Exsorbet Industries, Inc. (7)
10.22 Option Agreements dated September 30, 1996 for shares of Exsorbet
common stock issued to the Company by officers and directors of
Exsorbet Industries, Inc. (7)
10.23 Agreement dated September 30, 1996 with Exsorbet Industries, Inc.
related to options issued by officers and directors of Exsorbet
Industries. (7)
10.24 Guaranty Agreements dated September 30, 1996 between the Company
and subsidiaries of Exsorbet Industries, Inc. (7)
10.25 Promissory Note dated November 26, 1996 executed by Exsorbet
Industries, Inc. and payable to the Company in the amount of
$3,300,000. (7)
10.26 Stock Purchase Agreement dated October 1, 1997 between the Company,
APS Practice Management, Inc., Michael Beck, John Hedrick, and et
al. (8)
10.27 Bylaws of APS Practice Management, Inc., (8)
23
10.28 Amended and Restated Articles of Incorporation APS Practice
Management, Inc., (8)
10.29 APS Practice Management, Inc., Certificate of Designation of Rights
and Preferences Series A Serial Founder's Common Stock dated
September 30, 1997. (8)
10.30 Resolutions to organizational matters concerning Syntera, Inc. dated
October 1, 1997. (8)
10.31 Master Refinancing Agreement dated November 6, 1997 between
the Company and Consolidated Eco-Systems, Inc. (8)
10.32 Promissory Note dated November 6, 1997 executed by Consolidated
Eco-Systems, Inc. and payable to the Company in the amount of
$3,788,580. (8)
10.33 Assignment and Security Agreement dated November 6, 1997 between
the Company and Consolidated Eco-Systems, Inc. (8)
10.34 Security Agreement dated November 6, 1997 between the Company and
Consolidated Eco-Systems, Inc. (8)
10.35 Share Exchange Agreements dated October 31, 1997 between the Company
and Devin Garza, M.D., Robert Casanova, M.D. and Shelley Nielsen,
M.D. (8)
*10.36 First Amendment to 1995 Incentive and Non-Qualified Stock Option
Plan of American Physicians Service Group, Inc. Dated December 10,
1997. (8)
*10.37 First Amendment to 1995 Non-Employee Director Stock Option Plan of
American Physicians Service Group, Inc. Dated December 10, 1997.
(8)
10.38 Share Exchange Agreement dated February 16, 1998 between the Company
and Michael T. Breen, M.D. (9)
10.39 Share Exchange Agreement dated April 1, 1998 between the Company and
Antonio Cavazos, Jr., M.D. (9)
10.40 Share Exchange Agreement dated April 1, 1998 between the Company and
Antonio Cavazos, III, M.D. (9)
10.41 Share Exchange Agreement dated May 18, 1998 between the Company and
Jonathan B. Buten, M.D. (9)
10.42 Share Exchange Agreement dated June 30, 1998 between the Company and
Gary R. Jones, M.D. (9)
24
10.43 Share Exchange Agreement dated July 31, 1998 between the Company and
Joe R. Childress, M.D. (9)
10.44 Share Exchange Agreement dated August 1, 1998 between the Company and
M. Reza Jafarnia, M.D. (9)
10.45 Share Exchange Agreement dated September 15, 1998 between the Company
and Donald Columbus, M.D. (9)
10.46 Share Exchange Agreement dated December 31, 1998 between the Company
and David L. Berry, M.D. (9)
10.47 Contribution and Stock Purchase Agreement dated January 1, 1998
between the Company, Additional Purchasers, Barton Acquisition,
Inc., Barton House, Ltd., Barton House at Oakwell Farms, Ltd.,
Uncommon Care, Inc., George R. Bouchard, John Trevey, and Uncommon
Partners, Ltd. (9)
10.48 Stock Transfer Restriction and Shareholders Agreement dated January 1,
1998 between the Company, Additional Purchasers, Barton Acquisition,
Inc., Barton House, Ltd., Barton House at Oakwell Farms, Ltd.,
Uncommon Care, Inc., George R. Bouchard, John Trevey, and Uncommon
Partners, Ltd. (9)
10.49 Loan Agreement dated January 1, 1998 between the Company and Barton
Acquisition, Inc. (9)
10.50 Promissory Note (Line of Credit) dated January 1, 1998 between the
Company and Barton Acquisition, Inc. in the amount of $2,400,000.(9)
10.51 Security Agreement dated January 1, 1998 between the Company and
Barton Acquisition, Inc. (9)
10.52 Participation Agreement dated March 16, 1998 between the Company and
Additional Purchasers referred to as Participants. (9)
10.53 Revolving Credit Loan Agreement dated February 10, 1998 between the
Company and NationsBank of Texas, N.A. in an amount not to exceed
$10,000,000. (9)
10.54 Revolving Credit Note dated February 10, 1998 between the Company and
NationsBank of Texas, N.A. in the amount of $10,000,000. (9)
10.55 Pledge Agreement dated February 10, 1998 between the Company and
NationsBank of Texas, N.A. (9)
25
10.56 Continuing and Unconditional Guaranty dated February 10, 1998 between
the Company and NationsBank of Texas, N.A. (9)
10.57 Restructuring Agreement dated March 25, 1999 between the Company and
Consolidated Eco-Systems, Inc., and all of the wholly or partially
owned subsidiaries of Consolidated Eco-Systems, Inc. (except for
7-7, Inc.). (9)
10.58 Assignment and Security Agreement dated March 25, 1999 between the
Company and Consolidated Eco-Systems, Inc. (9)
10.59 Security Agreement dated March 25, 1999 between the Company and
Consolidated Eco-Systems, Inc. (9)
10.60 Security Agreement dated March 25, 1999 between the Company and
Eco-Acquisition, Inc. (9)
10.61 Security Agreement dated March 25, 1999 between the Company and
Exsorbet Technical Services, Inc. (9)
10.62 Security Agreement dated March 25, 1999 between the Company and KR
Industrial Service of Alabama, Inc. (9)
10.63 Agreement of Plan of Merger dated August 31, 1999 between FemPartners,
Inc. and Syntera HealthCare Corporation. (11)
10.64 Share Exchange Agreement dated August 31, 1999 between the Company and
David L. Berry, M.D. (11)
10.65 Share Exchange Agreement dated August 31, 1999 between the Company and
Michael T. Breen, M.D. (11)
10.66 Share Exchange Agreement dated August 31, 1999 between the Company and
Jonathan B. Buten, M.D. (11)
10.67 Share Exchange Agreement dated August 31, 1999 between the Company and
Robert Casanova, M.D. (11)
10.68 Share Exchange Agreement dated August 31, 1999 between the Company and
Antonio Cavazos, III, M.D. (11)
10.69 Share Exchange Agreement dated August 31, 1999 between the Company and
Joe R. Childress, M.D. (11)
10.70 Share Exchange Agreement dated August 31, 1999 between the Company and
Donald Columbus, M.D. (11)
26
10.71 Share Exchange Agreement dated August 31, 1999 between the Company and
Devin Garza, M.D. (11)
10.72 Share Exchange Agreement dated August 31, 1999 between the Company and
M. Reza Jafarnia, M.D. (11)
10.73 Share Exchange Agreement dated August 31, 1999 between the Company and
Gary L. Jones, M.D. (11)
10.74 Share Exchange Agreement dated August 31, 1999 between the Company and
Shelley Nielson, M.D. (11)
10.75 Share Exchange Agreement dated August 31, 1999 between the Company and
Lawrence M. Slocki, M.D. (11)
10.76 Loan Agreement dated June 16, 1999 between APS Consulting, Inc. and
APSC, Inc. (11)
10.77 Promissory Note dated June 16, 1999 between APS Consulting, Inc. and
APSC, Inc. (11)
10.78 Security Agreement dated June 16, 1999 between APS Consulting, Inc.
and APSC, Inc. (11)
10.79 Subordination Agreement dated June 16, 1999 between the Company and
APSC, Inc. (11)
10.80 Convertible Promissory Note dated April 27, 1999 between the Company
and Uncommon Care, Inc. (11)
10.81 Replacement Convertible Promissory Note dated September 30, 1999
between the Company and Uncommon Care, Inc. (11)
10.82 Liquidity Promissory Note dated September 30, 1999 between the Company
and Uncommon Care, Inc. (11)
10.83 Replacement Liquidity Note dated October 15, 1999 between the Company
and Uncommon Care, Inc. (11)
10.84 Co-Sale Rights Agreement dated August 31, 1999 between the Company and
FemPartners, Inc. (11)
10.85 Replacement Promissory Note dated August 31, 1999 between the Company
and FemPartners, Inc. (11)
27
10.86 Guaranty Agreement dated August 31, 1999 between the Company and
FemPartners, Inc. (11)
10.87 Amendment to Certificate of Incorporation dated August 29, 2000 of
APSC, Inc. (12)
10.88 Amended Loan Agreement dated June 28, 2000 between APS Consulting and
APSC, Inc. (12)
10.89 Amended Promissory Note dated June 28, 2000 between APS Consulting and
APSC, Inc. (12)
10.90 Amended Promissory Note dated June 28, 2000 between APS Consulting and
APSC, Inc. (12)
10.91 APSC, Inc. Stock Plan. (12)
10.92 APS Asset Management Debt to equity Conversion Agreement dated June
30, 2000. (12)
10.93 Amendment to Revolving Credit Loan Agreement with Bank of America
dated April 26, 2000. (12)
10.94 2nd Amendment to Revolving Credit Loan Agreement with Bank of America
dated February 9, 2001. (12)
10.95 Management Services Agreement dated January 1, 2000 between APSG and
APS Consulting. (12)
10.96 Tax Sharing Agreement dated January 1, 2000 between APSG and APS
Consulting. (12)
10.97 Settlement Agreement and Release dated January 5, 2000 between APS
Consulting and M. J. Blankenship Woodcock. (12)
10.98 Professional Services Contract dated April 10, 2000 between APIA and
White Lion Internet Agency. (12)
10.99 $1.25 million 364-Day Revolving Promissory Note dated February 9, 2001
between APSG and Bank of America. (12)
10.100 $1.25 million Promissory Note dated June 1, 2000 between APSG and
Uncommon Care, Inc. (12)
10.101 $1.20 million Promissory Note dated June 1, 2000 between APSG and
Uncommon Care, Inc. (12)
28
21.1 List of subsidiaries of the Company. (12)
23.1 Independent Auditors Consent of KPMG LLP. (12)
(*) Executive Compensation plans and arrangements.
- -----------------
(1) The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, files
reports, proxy statements and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such reports, proxy statements and other information
concerning the Company are also available for inspection at the offices of The
NASDAQ National Market, Reports Section, 1735 K Street, N.W., Washington, D.C.
20006. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at "http://www.sec.gov " and makes available
the same documents through Disclosure, Inc. at 800-638-8241.
(2) Filed as an Exhibit to the Registration Statement on Form S-1,
Registration No. 2-85321, of the Company, and incorporated
herein by reference.
(3) Filed as an Exhibit to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1984 and incorporated
herein by reference.
(4) Filed as an Exhibit to the Current Report on Form 8-K of the Company
dated September 5, 1989 and incorporated herein by reference.
(5) Filed as an Exhibit to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1990 and incorporated herein by
reference.
(6) Filed as an Exhibit to the Annual Report on Form 10-KSB of the Company
for the year ended December 31, 1995 and incorporated herein by
reference.
(7) Filed as an Exhibit to the Annual Report on Form 10-KSB of the Company
for the year ended December 31, 1996 and incorporated herein by
reference.
29
(8) Filed as an Exhibit to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1997 and incorporated
herein by reference.
(9) Filed as an Exhibit to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1998 and incorporated
herein by reference.
(10) Filed as an Exhibit to the Current Report on Form 8-K of the Company
dated September 22, 2000 and incorporated by reference herein.
(11) Filed as an Exhibit to the Annual Report on Form 10-K of the Company
for the year ended December 31, 1999 and incorporated
herein by reference.
(12) Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ Kenneth S. Shifrin
---------------------------
Kenneth S. Shifrin, Chairman of the
Board and Chief Executive Officer
Date: March 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By: /s/ Kenneth S. Shifrin
----------------------------
Kenneth S. Shifrin
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: March 30, 2001
By: /s/ W. H. Hayes
---------------------------------------------
W. H. Hayes
Senior Vice President - Finance, Secretary
and Chief Financial Officer
(Principal Financial Officer)
Date: March 30, 2001
31
By: /s/ Thomas R. Solimine
---------------------------------
Thomas R. Solimine
Controller
(Principal Accounting Officer)
Date: March 30, 2001
By: /s/ Robert L. Myer
----------------------------
Robert L. Myer, Director
Date: March 30, 2001
By: /s/ William A. Searles
-------------------------------
William A. Searles, Director
Date: March 30, 2001
By: /s/ Brad A. Hummel
-------------------------------
Brad A. Hummel, Director
Date: March 30, 2001
32
APPENDIX A
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----------
Independent Auditors' Report A-2
Financial Statements
Consolidated Statements of Operations for the years
ended December 31, 2000, 1999, and 1998 A-3
Consolidated Balance Sheets as of December 31, 2000
and December 31, 1999 A-5
Consolidated Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998 A-7
Consolidated Statements of Shareholders' Equity
for the years ended December 31, 2000, 1999 and 1998 A-9
Notes to Consolidated Financial Statements A-10
33
Independent Auditors' Report
The Board of Directors and Shareholders
American Physicians Service Group, Inc.:
We have audited the accompanying consolidated financial statements of
American Physicians Service Group, Inc. and subsidiaries ("Company") as
listed in the accompanying index. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
American Physicians Service Group, Inc. and subsidiaries as of December
31, 2000 and 1999, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31,
2000 in conformity with accounting principles generally accepted in the
United States of America.
/s/ KPMG, LLP
-------------------
Austin, Texas
February 22, 2001
A-2
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended December 31,
-------------------------------------------------
2000 1999 1998
------------- --------------- ------------
Revenues:
Financial services $9,962 $10,835 $9,914
Insurance services 5,692 4,683 5,655
Consulting 2,395 768 ---
Real estate (Note 5) 1,555 710 713
Investments and other 298 1,755 121
------------- --------------- ------------
Total revenues 19,902 18,751 16,403
Expenses:
Financial services 9,147 9,764 9,039
Insurance services 5,197 4,558 4,129
Consulting 2,404 712 ---
Real estate 515 548 527
General and administrative 1,524 1,447 1,459
Investments and interest (Notes 8 and 17) 2,610 2,277 451
------------- ----------- ----------
Total expenses 21,397 19,306 15,605
------------- ------------ ----------
Operating income (loss) (1,495) (555) 798
Equity in earnings (loss) of unconsolidated
affiliates (Note 13)
(467) 320 966
------ ---- ---
Earnings (loss) from continuing operations
before income taxes and minority interests (1,962) (235) 1,764
Income tax expense (benefit) (Note 9) (602) (77) 696
Minority interests 42 (5) 178
------------- ------------ ----------
Earnings (loss) from continuing operations (1,402) (153) 890
Discontinued operations:
Profit/(loss) from discontinued operations net
of income tax expense/(benefit) of $0, $113
and $46 in 2000, 1999 and 1998,
respectively --- 98 89
------------- ------------ ----------
Net earnings (loss) $ (1,402) $ (55) $ 979
============ ============ ==========
See accompanying notes to consolidated financial statements
A-3
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS, continued
(In thousands, except per share data)
Year Ended December 31,
-------------------------------------------------
2000 1999 1998
------------- --------------- -------------
Earnings (loss) per common share: (Note 15)
Basic:
Earnings (loss) from continuing operations $ (0.56) $ (0.05) $ 0.21
Discontinued operations --- 0.03 0.02
-------- --------- -------
Net earnings (loss) $ (0.56) $ (0.02) $ 0.23
======== ======= =====
Diluted:
Earnings (loss) from continuing operations $ (0.56) $ (0.05) $ 0.17
Discontinued operations --- 0.03 0.02
--------- --------- -------
Net earnings (loss) $ (0.56) $ (0.02) $ 0.19
========= ========= =======
Basic weighted average shares outstanding 2,490 3,064 4,163
====== ====== ======
Diluted weighted average shares outstanding 2,490 3,064 4,692
====== ====== ======
See accompanying notes to consolidated financial statements
A-4
AMERICAN PHYSICIANS SERVICE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31,
----------------------------------
2000 1999
----------- ----------
ASSETS
Current Assets:
Cash and cash investments $2,988 $2,275
Cash - restricted (Note 16) --- 376
Trading account securities 241 493
Notes receivable - current (Note 3) 282 270
Management fees and other
receivables (Note 2) 682 1,344
Deposit with clearing organization 495 1,042
Receivable from clearing organization 185 147
Deferred income tax asset (Note 9) --- 633
Income taxes receivable 502 200
Prepaid expenses and other 331 279
---------- ---------
Total current assets 5,706 7,059
Notes receivable, net - less current
portion (Note 3) 1,986 2,066
Property and equipment (Note 5) 1,422 1,820
Investment in affiliates (Note 13) 14,374 14,274
Other investments (Note 17) 5,290 3,824
Goodwill (Note 18) 443 573
Other assets 205 219
---------- ---------
Total Assets $29,426 $29,835
========== =========
See accompanying notes to consolidated financial statements
A-5
AMERICAN PHYSICIANS SERVICE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, continued
(In thousands, except share data)
December 31,
---------------------------------
2000 1999
---------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $1,033 $1,242
Payable to clearing organization 470 624
Notes payable - short term (Note 7) -- 12
Net deferred taxes liability 122 --
Accrued compensation 719 818
Accrued expenses and other liabilities
(Note 6) 3,565 2,923
----- -----
Total current liabilities 5,909 5,619
Payable under loan participation
agreements (Note 13) 259 259
Net deferred income tax liability
(Note 9) 636 1,699
Notes payable - long term (Note 7) 5,888 3,298
----- -----
Total liabilities 12,692 10,875
Minority interest 111 48
Shareholders' Equity:
Preferred stock, $1.00 par value,
1,000,000 shares authorized -- --
Common stock, $0.10 par value, shares
authorized 20,000,000; issued and
outstanding 2,359,233 in 2000 and
2,667,233 in 1999 275 278
Additional paid-in capital 5,539 5,549
Retained earnings 12,259 13,644
Accumulated other comprehensive loss (32) --
Treasury stock, at cost, 386,000 and
78,000 in 2000 and 1999, respectively (1,418) (559)
------- -------
Total shareholders' equity 16,623 18,912
Total Liabilities and Shareholders' Equity $29,426 $29,835
======= =======
See accompanying notes to consolidated financial statements
A-6
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2000 1999 1998
------------- ----------- -----------
Cash flows from operating activities:
Cash received from customers $19,429 $17,205 $16,017
Cash paid to suppliers and employees (20,225) (16,770) (14,390)
Change in trading account securities 252 6 (86)
Change in deposit with and receivable from
clearing organization 355 16 (447)
Interest paid (408) (254) (59)
Income taxes (paid) refunded 122 (385) (439)
Interest and other investment proceeds 377 484 234
------------ ----------- -----------
Net cash (used in) provided by operating
activities (98) 302 830
Cash flows from investing activities:
Proceeds from the sale of property and equipment 953 -- 13
Payments for purchase of property and equipment (125) (413) (206)
Investment in and advances to affiliates, net (845) (4,467) (3,408)
Other investments (856) -- --
Funds loaned to others (206) -- --
Collection of notes receivable 73 963 400
Discontinued operations -- (578) (3,699)
Other 98 (44) 259
---------- ----------- ---------
Net cash used in investing activities (908) (4,539) (6,641)
Cash flows from financing activities:
Proceeds from notes payable 3,560 3,825 8
Payment of notes payable (982) (577) --
Purchase/retire treasury stock (914) (25) (147)
Sale of treasury stock 55 -- --
Exercise of stock options -- 75 75
Distribution to minority interest -- -- (300)
--------- ----------- ----------
Net cash (used in)/provided by financing
activities 1,719 3,298 (364)
Net change in cash and cash investments $713 ($939) ($6,175)
--------- ----------- ----------
Cash and cash investments at beginning of period 2,275 3,214 9,389
--------- ----------- ----------
Cash and cash investments at end of period $2,988 $2,275 $3,214
========= =========== ==========
See accompanying notes to consolidated financial statements
A-7
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(In thousands)
Year Ended December 31,
2000 1999 1998
----------- ---------- ---------
Reconciliation of net earnings (loss) to net cash
provided by (used in) operating activities:
Net earnings (loss) $(1,402) $(55) $979
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 574 733 618
Earnings from discontinued operations -- (211) (135)
Minority interest in consolidated earnings/(loss) 42 (5) 178
Undistributed (earnings) loss of affiliate 467 (149) (966)
Provision for bad debts 7 2,023 361
Realized loss on investments 1,642 -- --
Gain on exchange of stock -- (1,635) --
Warrants received for services -- (45) --
Gain on sale of property (758) -- --
Provision for deferred taxes (308) 88 81
Change in trading securities 252 6 (86)
Change in management fees & other receivables 662 209 (153)
Change in receivable deposit with and receivable
from clearing organization 355 16 (447)
Change in federal income tax payable (285) (492) 66
Change in prepaids & other current assets (52) 96 169
Change in other long term assets 14 -- 52
Change in trade payables (209) 91 9
Change in accrued expenses $ other liabilities (1,099) (368) (155)
Change in loan participations liability -- -- 259
------ ------ -------
Net cash provided by (used in ) operating
activities $ (98) $302 $830
====== ====== =======
Summary of non-cash transactions:
During 2000, the Company recorded a write-down in the amount of approximately
$1,642,000 in relation to its investment in FemPartners, Inc. See Note 8.
During 1999, the Company acquired 100% of the outstanding stock of Eco-Systems,
Inc. in a non-cash foreclosure transaction. The acquired assets and liabilities
were as follows:
Current assets increased by $ 588,000
Non-current assets increased by 149,000
Goodwill increased by 573,000
Current liabilities increased by 239,000
Non-current liabilities increased by 120,000
During 1999, the Company exchanged 721,000 shares of the Prime Medical stock,
which it owned, for 1,441,000 shares of its own stock. The Company recognized a
gain of $1,635,000 based on the difference between its carrying value of the
Prime shares and the market value of its own shares on the exchange dates. Based
on an independent evaluation, the Company shares were discounted by 6% due to
the size of the transaction. The Company subsequently retired its own shares
received in the exchange.
During 1999, non-qualified employee stock options were exercised which resulted
in a reduction of income tax payable and a corresponding addition to
paid-in-capital of $20.
During 1998, non-qualified employee stock options were exercised which resulted
in a reduction of income tax payable and a corresponding addition to
paid-in-capital of $25.
See accompanying notes to consolidated financial statements.
A-8
AMERICAN PHYSICIANS SERVICE GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended December 31, 2000, 1999, and 1998
(In thousands, except share data)
Accumulated
Common Additional Other Total
Stock Paid-In Treasury Comprehensive Comprehensive Retained Shareholders
(Note 19) Capital Stock Income (Loss) Loss Earnings Equity
---------- ---------- --------- --------------- ------------ ---------- ------------
Balance January 1, 1998 $ 416 $ 5,528 $ -- $ -- $ 17,160 $ 23,104
Shares issued (Note 11) 3 72 -- -- -- 75
Shares repurchased & cancelled (3) (144) -- -- -- (147)
Comprehensive income:
Net earnings -- -- -- $ 979 -- 979 979
Other comprehensive income -- -- -- -- -- -- --
----
Comprehensive income -- -- -- 979 -- -- --
----
Income tax benefit of non-qualified option -- 25 -- -- -- 25
exercises
---------- ---------- --------- --------------- ------------ ---------- -----------
Balance December 31, 1998 416 5,481 -- -- 18,139 24,036
Shares issued (Note 11) 3 72 -- -- -- 75
Shares repurchased & cancelled (141) (24) -- -- (4,716) (4,881)
Comprehensive income:
Net loss -- -- -- (55) -- (55) (55)
Other comprehensive loss -- -- -- -- -- -- --
-----
Comprehensive loss -- -- -- (55) -- -- --
-----
Income tax benefit of non-qualified option -- 20 -- -- -- 20
exercises
Common stock of parent company held by
subsidiary -- -- (559) -- 276 (283)
---------- ---------- -------- ------------- ------------ ---------- ------------
Balance December 31,1999 278 5,549 (559) -- 13,644 18,912
Comprehensive income:
Net loss -- -- -- (1,402) -- (1,402) (1,402)
Other comprehensive loss
Unrealized loss on securities net
of tax of $(17) -- -- -- (32) (32) -- (32)
-----
Other comprehensive loss -- -- -- (32) -- -- --
-----
Comprehensive loss -- -- -- $(1,434) -- -- --
-----
Treasury stock purchases -- -- (914) -- -- (914)
Treasury stock sales -- -- 55 -- -- 55
Dissolution of Subsidiary (3) (10) -- -- 17 4
---------- ---------- --------- ------------- ------------ ---------- -----------
Balance December 31, 2000 $ 275 $ 5,539 $(1,418) $ (32) $ 12,259 $ 16,623
========== ========== ========= ============= ============ ========== ===========
See accompanying notes to consolidated financial statements.
A-9
AMERICAN PHYSICIANS SERVICE GROUP, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) General
American Physicians Service Group, Inc. through its subsidiaries,
provides financial services that include brokerage and asset management
services to individuals and institutions, insurance services that
consist of management services for malpractice insurance companies, and
environmental consulting services that include air, water and solid
waste engineering, litigation support and regulatory compliance. The
financial services business has clients nationally. Insurance
management is a service provided primarily in Texas, but is available
to clients nationally. Consulting is a service provided primarily in
the Southeastern United States, but is available to clients nationally.
Through a subsidiary, Syntera HealthCare Corporation ("Syntera"), the
Company also provided medical practice management services to various
OB/GYN practices in Texas. Syntera was exchanged on August 31, 1999 for
a common stock interest in FemPartners, Inc. American Physicians
Service Group, Inc. also owns space in the office building which serves
as its headquarters. Through its real estate subsidiary it leases space
that is surplus to its needs. During the three years presented in the
financial statements, financial services generated 56% of total
revenues and insurance services generated 29%.
American Physicians Services Group, Inc. has two affiliates; Prime
Medical Services, Inc., ("Prime Medical") of which it owns
approximately 15%, and Uncommon Care, Inc. ("Uncommon Care") of which
it owns convertible preferred stock equivalent to a 34% ownership on a
fully converted basis. Prime Medical is the country's largest provider
of lithotripsy (non-invasive kidney stone fracturing) services. In
addition, Prime Medical operates 15 refractive surgery centers
performing 33,000 LASIK procedures on annualized basis, and is also
involved in the manufacturing of mobile medical and specialty equipment
units. Uncommon Care develops and operates Alzheimer's care facilities.
(b) Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(c) Principles of Consolidation
The consolidated financial statements include the accounts of American
Physicians Service Group, Inc. and of subsidiary companies more than
50% owned ("Company"). Investments in affiliated companies and other
entities, in which the Company's investment is less than 50% of the
common shares outstanding and where the Company exerts significant
influence over operating and financial policies, are accounted for by
the equity method. Investments in other entities in which the Company's
investment is less than 20%, and in which it does not have the ability
to exercise significant influence over operating and financial
policies, are accounted for by the cost method.
A-10
(1) Summary of Significant Accounting Policies, continued
All significant intercompany transactions and balances have been
eliminated from the accompanying consolidated financial statements.
(d) Revenue Recognition
Investment services revenues related to securities transactions are
recognized on a trade date basis. Asset management revenues are
recognized monthly based on the amount of funds under management.
Insurance services revenues related to management fees are recognized
monthly as a percentage of the earned premiums of the managed company.
The profit sharing component of these fees is recognized when it is
reasonably certain that the managed company will have an annual profit,
generally in the fourth quarter of each year. Expense reimbursements
are recorded as a reduction in expenses.
Consulting revenues result from the work of scientists and engineers in
the areas of remedial investigations, remediation engineering, air and
water quality analysis, regulatory compliance, solid waste engineering,
litigation support/expert testimony and industrial hygiene and safety.
Substantially all of the projects in these areas are undertaken on a
time and expenses basis. Clients are billed, and revenue is recognized,
monthly based on hours worked and expenses incurred toward completing
the assignments.
Real estate rental income is recognized monthly over the term of the
lease. Costs of leasehold improvements are capitalized and amortized
monthly over the term of the lease.
Physician practice management revenue consists of management fees which
are contractually agreed upon and are paid monthly.
Investment revenues are recognized as accrued on highly rated
investments and as received on lesser grades.
A-11
(1) Summary of Significant Accounting Policies, continued
(e) Marketable Securities
The Company's investments in debt and equity securities are classified
in three categories and accounted for as follows:
Classification Accounting
---------------- ----------------
Held to maturity Amortized cost
Trading securities Fair value, unrealized gains and losses
included in earnings
Available for sale Fair value, unrealized gains and losses
excluded from earnings and reported as a
separate component of stockholders' equity,
net of applicable income taxes
The Company has included its marketable securities, held as inventory
at its broker/dealer, in the trading securities category.
(f) Property and Equipment
Property and equipment are stated at cost. Property and equipment and
rental property are depreciated using the straight-line method over the
estimated useful lives of the respective assets (3 to 40 years).
(g) Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected future undiscounted cash flows
is less than the carrying amount of the asset, a loss is recognized if
there is a difference between the fair value and carrying value of the
asset.
Investments in the common stock of companies not accounted for using
the equity method and for which there is no readily determinable fair
value will be evaluated for impairment in the event of a material
change in the underlying business. Such evaluation takes into
consideration the Company's intent and time frame to hold or to dispose
of the investment and takes into consideration available information,
including recent transactions in the stock, expected changes in the
operations or cash flows of the investee, or a combination of these and
other factors.
A-12
(1) Summary of Significant Accounting Policies, continued
(h) Goodwill
Goodwill represents the excess of consideration paid over the net
assets acquired in purchase business combinations. It is amortized
using the straight-line method over a period of ten years. Goodwill is
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the sum of
the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized if there is a difference
between the fair value and carrying value of the asset.
(i) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
(j) Cash and Cash Investments
Cash and cash investments include cash and highly liquid investments
with an original maturity of 90 days or less.
(k) Notes Receivable
Notes receivable are recorded at cost, less allowances for doubtful
accounts when deemed necessary. Management, considering current
information and events regarding the borrowers ability to repay their
obligations, considers a note to be impaired when it is probable that
the Company will be unable to collect all amounts due according to the
contractual terms of the note agreement. When a loan is considered to
be impaired, the amount of the impairment is measured based on the
present value of expected future cash flows discounted at the note's
effective interest rate. Impairment losses are included in the
allowance for doubtful accounts through a charge to bad debt expense.
The present value of the impaired loan will change with the passage of
time and may change because of revised estimates of cash flows or
timing of cash flows. Such value changes shall be reported as bad debt
expense in the same manner in which impairment initially was recognized
or as a reduction in the amount of bad debt expense that would be
reported. No interest income is accrued on impaired loans. Cash
receipts on impaired loans are recorded as reductions of the principal
amount.
(l) Stock-Based Compensation
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("Statement 123"), but applies Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, in accounting
for its stock option plans.
A-13
(1) Summary of Significant Accounting Policies, continued
(m) Reclassification
Certain reclassifications have been made to amounts presented in
previous years to be consistent with the 2000 presentation.
(n) New Accounting Pronouncements
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities (Statement). The Company is required to implement
this statement effective with its 2001 fiscal year (after deferral by
SFAS No. 137). Statement 133 addresses the accounting for derivative
instruments, including certain instruments embedded in other contracts,
and for hedging activities. Under this Statement, the Company will be
required to recognize all derivative instruments as either assets or
liabilities in the balance sheet and measure those at fair value. If
certain conditions are met a derivative may be specifically designated
as a hedge, an unrecognized firm commitment, an available-for-sale
security, or a foreign-currency-dominated forecasted transaction. The
adoption of the Statement on January 1, 2001 had no impact on the
company's financial position or results of operations. The Company did
not hold any derivatives as of December 31, 2000 and 1999.
(2) Management Fees and Other Receivables
Management fees and other receivables consist of the following:
December 31,
-------------------------
2000 1999
---- ----
Management fees receivable $3,000 $304,000
Trade accounts receivable 637,000 778,000
Less: allowance for doubtful
accounts (56,000) (20,000)
Accrued interest receivable 57,000 162,000
Other receivables 41,000 120,000
------ -------
$682,000 $1,344,000
======== ==========
The Company earns management fees by providing management services to
American Physicians Insurance Exchange ("APIE") under the direction of
APIE's Board of Directors. Subject to the direction of this Board, FMI
sells and issues policies, investigates, settles and defends claims,
and otherwise manages APIE's affairs. The Company has previously
managed other insurance companies.
The Company earned management fees and other related income of
$5,692,000, $4,683,000, and $5,655,000 and received expense
reimbursements of $1,997,000, $1,454,000, and $1,420,000 for the years
ended December 31, 2000, 1999 and 1998, respectively, related to these
agreements.
A-14
(3) Notes Receivable
Notes receivable consist of the following:
December 31,
2000 1999
---- ----
FEMPARTNERS, INC. (FORMERLY SYNTERA HEALTHCARE CORPORATION)
Upon the merger of Syntera HealthCare Corporation with FemPartners, APS
restructured the line of credit, which now bears interest at 8%. Payments are
interest only, paid quarterly through November 30, 2001. Quarterly combined
principal and interest payments begin December 1, 2001 and continue through
September 1, 2004, at which time the total outstanding balance is due. The
maturity date of this note can be accelerated if FemPartners conducts an initial
public offering or other public sale of its common stock. If such occurs, the
note shall mature and become due and payable the latter of September 1, 2002 or
the 5th business day after the date of such initial public offering or other
public sale.
$ 2,000,000 $ 2,193,000
Term note: This note is unsecured. Principal and interest, at 8 %, are payable
monthly until maturity on March 31, 2004.
182,000 --
EMPLOYEES
Loans are periodically made to employees, primarily as employment inducements.
Employee notes receivable at December 31, 2000 consisted of a $20,000 note which
was repaid in full in March 2001 and two loans totaling $66,000 to a key
employee for advanced education fees. The latter two notes are forgivable in the
amount of approximately $13,000 on each January 1st that the employee is
employed by the Company beginning in 2001 and continuing through 2005. They are
due within 90 days should the employee terminate employment.
119,000 454,000
------- -------
2,301,000 2,647,000
Less allowance for doubtful accounts (33,000) (311,000)
--------- ---------
2,268,000 2,336,000
Less current portion 282,000 270,000
------- ---------
Long term portion $1,986,000 $2,066,000
========== ==========
A-15
(3) Notes Receivable, continued
A reconciliation of the allowance for impairment of all notes receivable
follows:
Year Ended December 31,
---------------------------------
2000 1999
---- ----
Balance at the beginning of the period $ 311,000 $1,255,000
Amounts charged off (285,000) (2,609,000)
Additional provision 7,000 1,665,000
--------- ---------
Balance at the end of period $ 33,000 $ 311,000
========= =========
(4) Fair Value of Financial Instruments
Statements of Financial Accounting Standards No. 107, "Disclosures
About Fair Value of Financial Instruments" (Statement 107), requires
that the Company disclose estimated fair values for its financial
instruments.
For financial instruments the estimated fair value equals the carrying
value as presented in the consolidated balance sheets. Fair value
estimates, methods, and assumptions are set forth below for the
Company's financial instruments.
CASH AND CASH INVESTMENTS
The carrying amounts for cash and cash investments approximate fair
value because they mature in less than 90 days and do not present
unanticipated credit concerns.
TRADING ACCOUNT SECURITIES
The fair value of securities owned are reported at fair value. In the
absence of any available market quotation, securities held by the
Company are valued at estimated fair value.
In addition to receiving commission revenue for acting as the placement
agent for the private offering, APS Financial received warrants to
purchase 251,325 shares of restricted common capital stock exercisable
at a price of $1.875 per share of common stock. The warrants expire on
December 15, 2004 and have been recorded at a fair value of $0 at
December 31, 2000. None of the warrants have been exercised as of
December 31, 2000.
A-16
(4) Fair Value of Financial Instruments, continued
MANAGEMENT FEES AND OTHER RECEIVABLES
The fair value of these receivables approximates the carrying value due
to their short-term nature and historical collectibility.
NOTES RECEIVABLE
The fair value of notes has been determined using discounted cash flows
based on management's estimate of current interest rates for notes of
similar credit quality. On notes determined to be impaired, the notes
have been discounted based on the original interest rate of the note.
RECEIVABLE FROM CLEARING ORGANIZATION
The carrying amounts approximate fair value because the funds can be
withdrawn on demand and there is no unanticipated credit concern.
OTHER INVESTMENTS
The fair value has been determined using discounted cash flows based on
estimates of future earnings.
ACCOUNTS PAYABLE
The fair value of the payable approximates carrying value due to the
short-term nature of the obligation.
LIMITATIONS
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument. Fair value estimates are based on existing on-and-off
balance sheet financial instruments without attempting to estimate the
value of anticipated future business and the value of assets and
liabilities that are not considered financial instruments. In addition,
the tax ramifications related to the realization of the unrealized
gains and losses can have a significant effect on fair value estimates
and have not been considered in the aforementioned estimates.
A-17
(5) Property and Equipment
Property and equipment consists of the following:
December 31,
------------------------------------
2000 1999
------------ -----------
Office condominium $1,340,000 $1,574,000
Furniture and equipment 2,041,000 2,582,000
--------- ---------
3,381,000 4,156,000
Accumulated depreciation and
amortization 1,959,000 2,336,000
--------- ---------
$1,422,000 $1,820,000
========== ==========
The Company owns approximately 45,000 square feet in the condominium
building in which its principal offices are located. The Company, its
subsidiaries and affiliate occupy approximately 36,720 square feet and
the remainder is leased to third parties. Rental income received from
third parties during the years ended December 31, 2000, 1999 and 1998
totaled approximately $273,000, $255,000 and $355,000 respectively.
Future minimum lease payments to be received under the terms of the
office condominium leases are as follows: 2001 - $190,000; 2002 -
$167,000; 2003 - $150,000; and 2004 - $76,000.
(6) Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consists of the following as of
December 31,:
2000 1999
--------- ----------
Taxes payable - other $ 71,000 $ 160,000
Deferred income 459,000 528,000
Contractual/legal claims 2,887,000 1,409,000
Vacation payable 133,000 116,000
Funds held for others 15,000 402,000
Other -- 308,000
--------- ----------
$3,565,000 $2,923,000
========== ==========
(7) Notes Payable
The Company has a $7,500,000 line of credit with Bank of America, N. A.
The Company has pledged shares of Prime Medical to the bank as funds
are advanced under the line. Funds advanced under the agreement were
$5,885,000 at December 31, 2000. Funds advanced under the agreement
will bear interest at the prime rate less 1/4 %. The
A-18
(7) Notes Payable continued
average interest rate on amounts outstanding under this agreement as of
December 31, 2000 was 9.1%.
Interest expense incurred during the year ended December 31, 2000
related to the line of credit was approximately $401,000. The unused
portion of the line carries a 1/4 % commitment fee. All interest is to
be paid quarterly. Prior to maturity in February 2001, this note was
extended to February 2003. Any outstanding principal is to be paid at
maturity in February 2003.
In order to receive advances under the line, the Company must maintain
certain levels of liquidity and net worth. In addition, the market
value of the collateral must exceed a certain multiple of the funds
advanced under the line and there must be no occurrence which would
have a material adverse effect on the Company's ability to meet its
obligations to the bank. As of December 31, 2000, the Company is in
compliance with all covenants of its loan agreements.
(8) Commitments and Contingencies
In connection with the development of Syntera, the Company entered into
Share Exchange Agreements ("Agreements") with the physician
shareholders of Syntera. The Agreements provide that the Syntera
shareholders may, at their option, exchange their shares for a fixed
dollar amount of the Company's common stock in the event that the
Syntera shares are not publicly traded by certain dates. The Company
has the option of purchasing any or all of the shares at the weighted
average dollar amount of $5.26 per share rather than exchanging for its
common stock. As a result of Syntera's merger with FemPartners in 1999,
the Syntera shares were converted to FemPartners shares, with such
shares retaining all of the conversion features. These shares began to
become eligible to exchange in the first quarter of 2000 and continue
to become eligible through 2001. Most of the agreements were modified
at the time of merger to also allow the Company's shares of Prime
Medical to be used in the exchange, although the Company does not
presently intend to exchange any shares of Prime Medical. The
exchanges, whether for cash, or the shares of the Company will increase
our investment in FemPartners by the amount of the cash or the fair
value of the stock consideration, as indicated by NASDAQ Stock Market
prices on the exchange dates. Exchanges for the common stock of
American Physicians will be accounted for as a re-issuance of treasury
stock. At December 31, 2000 the Company had been notified by physician
shareholders of their intent to exchange approximately 126,000 of the
151,000 shares expected to be eligible for exchange. The Company paid
approximately $856,000 in cash in 2000 related to the exchanges and
recorded a liability of approximately $2,250,000 to complete all
remaining expected exchanges, including the 25,000 shares for which it
has yet to receive notification. A $1,642,000 charge to earnings was
recorded in 2000 related to the exchanges. The Company has registered
600,000 shares of its common stock which it may use in satisfying the
exchange agreements. If the Company elected to issue its common shares,
the quantity would be determined by the market price of its shares at
the time of the exchange.
A-19
(8) Commitments and Contingencies, continued
As part of the merger of Syntera with FemPartners it was
agreed that Syntera would have working capital of an agreed upon amount
measured at December 31, 2000. As a result of this agreement, the
Company recorded a liability of approximately $870,000 at December 31,
2000. Management believes that this amount will be sufficient to
satisfy its obligations to FemPartners. Satisfaction of the obligation
will be made by offsetting the liability against future principal
and/or interest payments due from FemPartners. No cash will be expended
in satisfying the obligation.
The Company has extended various lines of credit to Uncommon Care. See
Note 13 to these consolidated financial statements.
Rent expense under all operating leases for the years ended December
31, 2000, 1999 and 1998 was $160,000, $84,000 and $44,000 respectively.
Future minimum payments for leases which extend for more than one year
were $285,000 at December 31, 2000.
The Company is involved in various claims and legal actions that have
arisen in the ordinary course of business. Management believes that any
liabilities arising from these actions will not have a significant
adverse effect on the financial condition of the Company.
(9) Income Taxes
Income Taxes
The Company files a consolidated tax return. Income tax expense
(benefit) consists of the following:
Year Ended December 31,
--------------------------------------------
2000 1999 1998
---- ---- ----
Continuing Operations
Federal
Current $(395,000) $(245,000) $332,000
Deferred (259,000) 128,000 232,000
State 52,000 40,000 132,000
Discontinued Operations -- 113,000 46,000
---------- ------- --------
$(602,000) $36,000 $742,000
======== ======= =======
A reconciliation of expected income tax expense (benefit) (computed by
applying the United States statutory income tax rate of 34% to earnings
(loss) before income taxes to total tax expense (benefit) in
the accompanying consolidated statements of earnings follows:
A-20
(9) Income Taxes, continued
Year Ended December 31,
---------------------------------------
2000 1999 1998
---- ---- ----
Expected federal income tax
expense (benefit) $(667,000) $(6,000) $585,000
State taxes 52,000 40,000 132,000
Other, net 13,000 2,000 25,000
-------- -------- -------
$(602,000) $36,000 $742,000
========= ======== =======
The tax effect of temporary differences that gives rise to significant
portions of deferred tax assets and deferred tax liabilities at
December 31, 2000 and 1999 are presented below:
Year Ended December 31,
---------------------------------
2000 1999
---- ----
Deferred tax assets:
Net operating loss carryforwards $110,000 $172,000
Accrued expenses 50,000 537,000
Accounts receivable, principally due
to allowance for doubtful accounts 28,000 96,000
Market value allowance 17,000 2,000
Other investments 1,064,000 --
Other -- 56,000
--------- --------
Total gross deferred tax assets 1,269,000 863,000
Less valuation allowance (110,000) (172,000)
--------- ---------
Net deferred tax assets 1,159,000 691,000
--------- ---------
Deferred tax liabilities:
Investment in equity investments due
to use of equity method for
financial reporting (1,684,000) (1,699,000)
Deferred income (26,000) (26,000)
Difference in basis of investment
in subsidiary (163,000) --
Capitalized expenses, principally
due to deductibility for tax
purposes (44,000) (32,000)
---------- ----------
Total gross deferred tax liabilities (1,917,000) (1,757,000)
---------- ----------
Net deferred tax liability $(758,000) $(1,066,000)
========== ==========
A-21
(9) Income Taxes, continued
The net change in the total valuation allowance for the years ended
December 31, 2000 and 1999 was a decrease of $62,000 and $14,000,
respectively. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some
portion or all of the deferred tax asses will not be realized. The
ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for
future taxable income over the periods which the deferred tax assets
are deductible, management believes it is more likely than not that the
Company will realize the benefits of these deductible differences net
of existing valuation allowances at December 31, 2000 and 1999. At
December 31, 2000, the company had net operating loss carryforwards
which are scheduled to expire in 2014.
(10) Employee Benefit Plans
The Company has an employee benefit plan qualifying under Section
401(k) of the Internal Revenue Code for all eligible employees.
Employees become eligible upon meeting certain service and age
requirements. Employees may defer up to 15% (not to exceed $10,500 in
2000) of their annual compensation under the plan. The Company, at its
discretion, may contribute up to 200% of the employees' deferred
amount. For the years ended December 31, 2000, 1999 and 1998,
contributions by the Company aggregated, $122,000, $121,000 and
$126,000, respectively.
(11) Stock Options
The Company has adopted, with shareholder approval, the "1995
Non-Employee Directors Stock Option Plan" ("Directors Plan") and the
"1995 Incentive and Non-Qualified Stock Option Plan" ("Incentive
Plan"). The Directors Plan provides for the issuance of up to 200,000
shares of common stock to non-employee directors who serve on the
Compensation Committee. The Directors Plan is inactive and it is
assumed the remaining 170,000 shares will not be granted. The Incentive
Plan, as amended with shareholder approval in 1998, provides for the
issuance of up to 1,200,000 share of common stock to directors and key
employees.
A-22
(11) Stock Options, continued
The exercise price for each non-qualified option share is determined by
the Compensation Committee of the Board of Directors ("the Committee").
The exercise price of a qualified incentive stock option has to be at
least 100% of the fair market value of such shares on the date of grant
of the option. Under the Plans, option grants are limited to a maximum
of ten-year terms; however, the Committee has issued all currently
outstanding grants with five-year terms. The Committee also determines
vesting for each option grant and all outstanding options vest in three
approximately equal annual installments beginning one year from the
date of grant.
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("Statement 123"), but applies Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, in accounting
for its stock option plans. No compensation expense from stock-based
compensation awards was recognized in 2000, 1999 or 1998. If the
Company had elected to recognize compensation expense for options
granted based on the fair value at the grant dates, consistent with
Statement 123, net income and earnings per share would have changed to
the pro forma amounts indicated below:
Year Ended December 31,
----------------------------------------
2000 1999 1998
---- ---- ----
Net earnings (loss) as reported $(1,402,000) $(55,000) $ 979,000
Pro forma net earnings (loss) $(1,820,000) $(609,000) $244,000
Pro forma earnings (loss) per share
- basic (0.73) (0.20) 0.06
- diluted (0.73) (0.20) 0.04
The fair value of the options used to compute the pro forma amounts is
estimated using the Black Scholes option-pricing model with the
following assumptions:
2000 1999 1998
---- ---- ----
Risk-free interest rate 6.00% 5.60% 5.21%
Expected holding period 3.90 years 3.90 years 3.90 years
Expected volatility .653 .689 .401
Expected dividend yield -0- -0- -0-
Presented below is a summary of the stock options held by the Company's
employees and directors and the related transactions for the years
ended December 31, 2000, 1999 and 1998. Remaining options outstanding
from the Company's previous 1983 plans are included.
A-23
(11) Stock Options, continued
Year Ended December 31,
-----------------------------------------------------------------------------------------------
2000 1999 1998
------------------------- ------------------------ ----------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ ----- ------ ----- ------ -----
Balance at January 1 1,282,000 $6.09 1,345,000 $6.36 774,000 $6.60
Options granted 240,000 2.14 215,000 4.01 597,000 5.92
Options exercised -- -- 33,000 2.28 26,000 2.90
Options forfeited/expired 371,000 6.78 245,000 6.30 -- --
Balance at December 31 1,151,000 5.04 1,282,000 6.09 1,345,000 6.36
========= ==== ========= ==== ========= ====
Options exercisable 719,000 5.77 668,000 $6.72 460,000 $6.44
======= ==== ======= ===== ======= =====
The weighted average fair value of Company stock options, calculated
using the Black Scholes option pricing model, granted during the years
ended December 31, 2000, 1999 and 1998 is $1.15, $2.23 and $2.33 per
option, respectively.
The following table summarizes the Company's options outstanding and
exercisable options at December 31, 2000:
Stock Options Stock Options Exercisable
Outstanding
------------------------------------------------ ------------------------------------
Average Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Prices Shares Life Price Shares Price
--------------- ------ ---- ----- ------ -----
$1.25 to $3.75 230,000 4.7 years $ 2.10 9,000 $ 3.48
$3.76 to $5.75 557,000 2.5 years $ 4.79 450,000 $ 4.93
$5.76 to $8.88 364,000 2.1 years $ 7.29 260,000 $ 7.31
------- -------
Total 1,151,000 719,000
========= =======
(12) Discontinued Operations
The Company, through its majority owned subsidiary, Syntera, had
previously managed medical practices. The Company initially invested in
Syntera in late 1997. Syntera was merged with FemPartners in a
non-monetary exchange in August 1999. The operations of Syntera are
reflected as discontinued operations in the accompanying consolidated
financial statements.
A-24
(12) Discontinued Operations, continued
Summary operating data for Syntera is as follows:
Year Ended December 31,
----------------------------
1999 1998
---- ----
Medical Practice Management
Revenues $3,481 $2,962
Medical Practice Management
Expenses (3,824) (3,581)
Other Income 14 82
Minority Interest 92 170
Net Loss $ (237) $ (367)
The Company, through its wholly owned subsidiary, APS Systems, Inc.
("APS Systems"), had previously developed software and marketed it to
medical clinics and medical schools. This business segment became
unprofitable in 1996. A joint venture with a software developer was
formed in 1996 with a plan to develop new products, but was
discontinued in 1997 when it was determined that the high cost of
developing competitive products precluded an adequate return on
investment. Subsequently, the Company ceased marketing the software and
reduced the scope of APS Systems' operations to a level adequate to
service existing clients through the terms of their contracts.
The Company originally assumed that all clients would have migrated to
other software products by the end of 1999 and reflected the expected
financial impact of discontinuing this segment on that date in the 1997
financial statements. The measurement date for determining expected
losses from the disposal was May 15, 1997. Support for all clients was
terminated as of December 31, 1999 including two clients whose original
support contracts extended beyond 1999. These clients have successfully
migrated to other software platforms and have signed documents
releasing the Company of any support obligations beyond December 31,
1999.
A-25
(13) Investment in Affiliates
On October 12, 1989, the Company purchased 3,540,000 shares (42%) of
the common stock of Prime Medical. Prime Medical provides non-medical
management services to lithotripsy centers, operates refractive surgery
centers and manufactures mobile medical specialty units. In conjunction
with the acquisition of additional lithotripsy operations in June 1992,
October 1993, and May 1996, the outstanding shares of Prime Medical
increased. These increases, the sale of Prime Medical shares owned by
the Company under an option agreement, the repurchase by Prime Medical
of its own shares, and the exchange of Prime Medical shares for common
stock of the Company, in the aggregate, have reduced the Company's
ownership to approximately 15% of the outstanding common stock of Prime
Medical at December 31, 2000.
The Company's investment in Prime Medical is accounted for using the
equity method, as the Company continues to exercise significant
influence over operating and financial policies, primarily through the
Board of Directors and senior officers. Two of Prime Medical's seven
member board are also members of the Company's board. Mr. Shifrin is
CEO of the Company and chairman of the board of both companies. Mr.
Hummel is a director of the Company and is CEO and President of Prime
Medical. Mr. Searles is a director of both companies. The Company
continues to be Prime Medical's largest shareholder. According to
information in Prime Medical's most recent Proxy statement, The Company
and its two directors who are also Prime Medical directors have 18.5%
beneficial ownership in Prime Medical. The 2,344,803 shares of Prime
Medical common stock held by the Company had an approximate market
value of $11,720,000 (carrying amount of approximately $13,638,000) at
December 31, 2000 based on the market closing price of $5.00 per share.
A-26
(13) Investment in Affiliates, continued
The condensed balance sheet and statement of operations for Prime
Medical follows (in thousands):
Condensed balance sheet at December 31, 2000 and 1999:
2000 1999
---- ----
Current assets $ 61,271 $ 58,012
Long-term assets 214,947 188,815
------- -------
Total assets $ 276,218 $ 246,827
======= =======
Current liabilities $ 23,154 $ 20,493
Long-term liabilities 153,273 129,651
Shareholders' equity 99,791 96,683
------- ------
Total liabilities and equity $ 276,218 $ 246,827
======= =======
Condensed statement of operations for the years ended December 31, 2000 and 1999
- --------------------------------------------------------------------------------
2000 1999
---- ----
Total revenue $130,695 $112,174
======== ========
Net income $10,657 $15,039
======= =======
On January 1, 1998 the Company invested approximately $2,078,000 in the
Convertible Preferred Stock of Uncommon Care. Uncommon Care is a
developer and operator of dedicated Alzheimer's care facilities. The
preferred shares owned by the Company are convertible into
approximately a 34% common stock interest in the equity of Uncommon
Care on a fully converted basis. The Company's investment entitles it
to vote in certain instances and to elect two of the four members of
the board of directors of Uncommon Care. In addition, pursuant to a
shareholders agreement between Uncommon Care and its shareholders, one
of the directors elected by the holders of the preferred stock must
consent to Uncommon Care's taking certain important corporate actions
specified in the shareholders agreement. As a result, APSG accounts for
this investment on the equity method.
A-27
(13) Investment in Affiliates, continued
The Company has extended three lines of credit to Uncommon Care, Inc. The first
is to a maximum amount of $2,400,000. The note is interest only at 10%, payable
quarterly. The note matures June 30, 2005, at which time all principal and
accrued but unpaid interest are due. The second is to a maximum of $1,250,000
with interest at 12%, payable semi-annually. The note matured April 30, 2000,
but was extended until November 30, 2001 as allowed by its terms. The maturity
may be accelerated by Uncommon Care securing certain equity capital. These notes
are subordinated to Uncommon Care's bank debt. The third is to a maximum of
$1,200,000 with interest at 10%, payable semi-annually. The note matures the
earlier of September 30, 2001, or upon Uncommon Care securing certain equity
capital. Advances under the lines are subject to Uncommon Care meeting certain
qualifications at the date of each advance request. Amounts outstanding under
these lines of credit and December 31, 2000 and 1999 are as follows (in
thousands):
2000 1999
--------- ---------
Revolving Line of Credit: This note is unsecured with a maximum of $1,200,000.
The note is interest only at 10%, payable semi-annually. The note matures
September 30, 2001. Maturity may be accelerated if the borrower obtains specific
levels of equity financing. The borrower may at that time pay off the loan in
full or convert it into non-voting preferred stock of the borrower. $ 325 $ --
Revolving Line of Credit: This note is unsecured with a maximum of $1,250,000.
The note is interest only at 12%, payable semi-annually. The note matured April
30, 2000, but was extended until November 30, 2001. Maturity may be accelerated
if the borrower obtains specific levels of equity financing. The borrower may at
that time pay off the loan in full or convert it into non-voting preferred stock
of the borrower. $ 1,250 $ 730
Revolving Line of Credit: This note is secured by substantially all of the
assets of Uncommon Care and is subordinated to bank loans for various real
estate purchases. The maximum allowed on this note is $2,400,000. This note is
interest only at 10%, payable quarterly. Any outstanding principal is due June
30, 2005. $ 2,400 $ 2,400
Various officers and directors of the company participated in the
$2,400,000 line of credit to Uncommon Care. For financial purposes this
participation has been treated as the sale of a financial asset. In the
aggregate these officers and directors contributed approximately
$259,000 to fund a 10.8% interest in the loan. They participated in the
loan under the same terms as the Company.
The Company has applied the guidance of EITF 99-10, specifically the
percentage of ownership method, in applying the equity method to its
investment in Uncommon Care. Uncommon Care's common stock equity had
been eliminated by losses prior to the Company's investment and,
accordingly, the Company has recognized 100% of the losses of Uncommon
Care based on its ownership of 100% of Uncommon Care's preferred stock
equity and subordinated debt with Uncommon Care.
A-28
(13) Investment in Affiliates, continued
The condensed balance sheets and statements of operations for Uncommon
Care follows (in thousands):
Condensed balance sheets at December 31, 2000 and 1999:
-----------------------------------------------------------------
2000 1999
---- ----
Current assets $ 174 $ 142
Long-term assets 15,336 13,859
------ ------
Total assets $15,510 $ 14,001
======= =======
Current liabilities $ 922 $ 1,130
Long-term liabilities 18,114 13,189
Shareholders' equity (deficit) (3,526) (318)
------- -------
Total liabilities and equity $15,510 $14,001
======= =======
Condensed statements of operations for the years ended December 31,
2000 and 1999 follow (in thousands):
2000 1999
---- ----
Total revenue $ 4,222 $ 2,743
====== =======
Net loss $(2,286) $(2,173)
====== =======
(14) Segment Information
The Company's segments are distinct by type of service provided. Each
segment has its own management team and separate financial reporting.
The Company's Chief Executive Officer allocates resources and provides
overall management based on the segments' financial results.
The financial services segment includes brokerage and asset management
services to individuals and institutions.
The insurance services segment includes financial management for an
insurance company that provides professional liability insurance to
doctors.
The consulting segment includes environmental consulting and
engineering services to private and public institutions.
Real Estate income is derived from the leasing of office space.
A-29
(14) Segment Information, continued
Corporate is the parent company and derives its income from interest
and investments.
Discontinued operations include medical software sales and medical
practice management.
2000 1999 1998
---- ---- ----
Operating Revenues:
Financial services $9,962,000 $10,835,000 $9,914,000
Insurance services 5,692,000 4,683,000 5,655,000
Consulting 2,395,000 768,000 --
Real estate 1,745,000 853,000 865,000
Corporate 2,812,000 4,475,000 1,721,000
------------ --------- ---------
$22,606,000 $21,614,000 $18,155,000
=========== =========== ===========
Reconciliation to Consolidated Statements of
Operations:
Total segment revenues $22,606,000 $21,614,000 $18,155,000
Less: intercompany profits (189,000) (143,000) (152,000)
intercompany dividends (2,515,000) (2,720,000) (1,600,000)
----------- ----------- -----------
Total Revenues $19,902,000 $18,751,000 $16,403,000
=========== =========== ===========
Operating Profit (Loss):
Financial services $762,000 $998,000 $810,000
Insurance services 381,000 40,000 1,437,000
Consulting (12,000) 58,000 --
Real estate 1,230,000 305,000 338,000
Corporate (1,341,000) 764,000 (187,000)
----------- ---------- ----------
$1,020,000 $2,165,000 $2,398,000
========== ========== ==========
Reconciliation to Consolidated Statements of
Operations:
Total segment operating profits 1,020,000 2,165,000 2,398,000
Less: intercompany dividends (2,515,000) (2,720,000) (1,600,000)
----------- ----------- -----------
Operating Income (loss) $(1,495,000) $(555,000) $798,000
A-30
(14) Segment Information, continued
2000 1999 1998
--------- ---------- ---------
Equity in earnings (loss) of affiliates (467,000) 320,000 966,000
--------- ------- -------
Earnings (loss) from continuing operations
before income taxes and minority interests
(1,962,000) (235,000) 1,764,000
Income tax expense (benefit) (602,000) (77,000) 696,000
Minority interests 42,000 (5,000) 178,000
----------- --------- -------
Earnings (loss) from continuing operations (1,402,000) (153,000) 890,000
Net profit (loss) from discontinued
operations, net of income tax -- 98,000 89,000
----------- --------- ---------
Net earnings (loss) $(1,402,000) $ (55,000) $ 979,000
============ ========= =========
Identifiable assets:
Financial Services $2,859,000 $4,424,000 $3,964,000
Insurance Services 1,428,000 1,281,000 1,640,000
Consulting 1,039,000 1,155,000 --
Real Estate 1,009,000 1,286,000 1,324,000
Corporate:
Investment in and advances to equity method
investees 14,374,000 14,015,000 15,054,000
Other 7,981,000 7,602,000 5,526,000
Discontinued Operations 736,000 72,000 7,988,000
------------ ---------- ---------
$29,426,000 $29,835,000 $35,496,000
============ =========== ==========
Capital expenditures:
Financial Services $23,000 $47,000 $55,000
Insurance Services 57,000 44,000 44,000
Consulting 3,000 -- --
Real Estate 12,000 129,000 58,000
Corporate 30,000 193,000 49,000
Discontinued Operations -- -- --
------------ ----------- ----------
$125,000 $413,000 $206,000
======== ======== ========
A-31
(14) Segment Information, continued
2000 1999 1998
---- ---- ----
Depreciation/amortization expenses:
Financial Services $267,000 $413,000 $279,000
Insurance Services 70,000 94,000 90,000
Consulting 79,000 31,000 --
Real Estate 84,000 103,000 107,000
Corporate 74,000 74,000 78,000
Discontinued Operations -- 18,000 64,000
-------- ------ ------
$574,000 $733,000 $618,000
======== ======== ========
Revenues attributable to customers generating greater than 10% of the
consolidated revenues of the Company:
Insurance services
Company A $2,103,000 $2,454,000 $3,370,000
At December 31, 2000 the Company had long-term contracts with company A
and was therefore not vulnerable to the risk of a near-term severe
impact from a reasonably possible loss of the revenue.
Operating profit (loss) is operating revenues less related expenses and
is all derived from domestic operations. Identifiable assets are those
assets that are used in the operations of each business segment (after
elimination of investments in other segments). Corporate assets consist
primarily of cash and cash investments, notes receivable and
investments in affiliates and preferred stock.
(15) Earnings Per Share
Basic earnings per share are based on the weighted average shares outstanding
without any dilutive effects considered. Diluted earnings per share reflects
dilution from all contingently issuable shares, including options and
convertible debt. A reconciliation of income and average shares outstanding used
in the calculation of basic and diluted earnings per share from continuing
operations follows:
A-32
(15) Earnings Per Share, continued
For the Year Ended December 31, 2000
---------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ ------------ ---------
Earnings (loss) from continuing operations
$(1,402,000)
Basic EPS
Earnings available to common stockholders
(1,402,000) 2,490,000 $(0.56)
=====
Effect of Dilutive Securities
Options -- --
Contingently issuable shares -- --
----------- ---------
Diluted EPS
Earnings available to common stockholders
and assumed conversions
(1,402,000) 2,490,000 $(0.56)
=========== ========= =====
For the Year Ended December 31, 1999
----------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ ------------ -----------
Earnings (loss) from continuing operations
$(153,000)
Basic EPS
Earnings (loss) available to common
stockholders (153,000) 3,064,000 $(.05)
=====
Effect of Dilutive Securities
Options -- --
Contingently issuable shares -- --
-------- ----------
Diluted EPS
Earnings (loss) available to common
stockholders and assumed conversions $(153,000) 3,064,000 $(.05)
======== ========= =====
A-33
(15) Earnings Per Share, continued
For the Year Ended December 31, 1998
-------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------ -------------- -----------
Earnings from continuing operations
$ 890,000
Basic EPS
Earnings available to common stockholders $ 890,000 4,163,000 $.21
====
Effect of Dilutive Securities
Options -- 74,000
Contingently issuable shares (76,000) 455,000
------- -------
Diluted EPS
Earnings available to common stockholders
and assumed conversions
$814,000 4,692,000 $.17
======= ========= ====
Unexercised employee stock options to purchase 1,151,000, 1,282,000 and
295,000 shares of the Company's common stock as of December 31, 2000,
1999 and 1998, respectively, and treasury shares of 386,000 and 78,000
as of December 31, 2000 and 1999, respectively, which were designated
for possible use in the Share Exchange Agreements described in Note 8,
were not included in the computations of diluted EPS. These were not
included because the options' exercise prices were greater than the
average market price of the Company's common stock during the
respective periods or because the effect of including the contingently
issuable options would decrease the loss per share per the respective
periods.
(16) Cash - Restricted
APS Financial Corporation acted as the placement agent for a private
offering of 500,000 shares of preferred stock for one of its customers
during 1999. The customer acted as its own underwriter and APS
Financial Corporation placed the securities on a best effort basis. The
private offering closed December 15, 1999. In association with this
transaction, APS Financial Corporation acted in a trustee capacity and
established an escrow fund that was used to account for funds received
from participating investors. These funds were subsequently disbursed
to the customer based on the satisfaction of certain criteria. As of
December 31, 1999, there was $3,494 maintained in the escrow fund
related to interest earnings on escrow fund balances that are payable
to the customer. In addition to establishing the escrow fund, the
customer was required to deposit a specified amount with APS Financial
Corporation as part of the private offering
A-34
agreement. As of December 31, 1999, APS Financial Corporation was
holding $372,922 as a deposit for the customer.
(17) Other Investments
Other investments consists of an investment in FemPartners, Inc.
totaling $5,290,000 and $3,824,000 at December 31, 2000 and 1999,
respectively.
Under the merger agreement with FemPartners, the Company may receive
additional FemPartners shares if certain earnings targets are met and
if there are no undisclosed liabilities. The Company does not believe
that it will receive the shares related to the earnings targets. In the
event that any contingent shares are received in the future, the
Company does not plan to increase its carrying basis of the FemPartners
stock due to the lack of reliable market information on this non-traded
private stock.
(18) Acquisition Through Foreclosure
Effective September 1, 1999 the Company began consolidating Eco-Systems
as a wholly-owned subsidiary. The Company's basis in its investment,
represents the remainder of the note due from Eco-Systems, which had
been adjusted to its net present value of approximately $630,000 as of
April, 1999 when it was acquired through foreclosure. The Company did
not consolidate Eco-Systems for the period April through August, 1999
because it believed that control would be temporary. The Company has
accounted for the transaction using the purchase method of accounting.
Goodwill is amortized using the straight line method of amortization
over a period of ten years. At December 31, 2000, the Company has
amortized a total of $68,000 related to the goodwill.
Unaudited proforma combined income data for the years ended December
31, 1999 and 1998 of the Company, assuming the purchase was effective
January 1, 1998 is as follows ($ in thousands, except per share data):
1999 1998
------ ----
Total revenues $20,434 $19,819
Total expenses 19,426 17,895
------ ------
Net income (loss) $(289) $1,358
====== ======
Diluted earnings (loss) per share $(.09) $.29
====== ====
A-35
(19) Stockholders' Equity
The following table presents changes in shares issued and outstanding
for the period from January 1, 1998 to December 31, 2000:
Shares
Outstanding
------------
Balance January 1, 1998 4,160,861
Shares issued (Note 11) 25,833
Shares repurchased & cancelled (26,611)
-----------
Balance December 31, 1998 4,160,083
Shares issued (Note 11) 32,950
Shares repurchased & cancelled (1,447,800)
Common stock of parent company held by subsidiary (78,000)
-----------
Balance December 31,1999 2,667,233
Treasury stock purchases (327,000)
Treasury stock sales 19,000
----------
Balance December 31, 2000 2,359,233
==========
(20) Quarterly Results (Unaudited)
Quarter to quarter comparisons of results of operations have been and may be
materially impacted by bond market conditions as well as whether or not there
are profits at the medical malpractice insurance company which the company
manages and whose profits the company shares. We believe that the historical
pattern of quarterly sales and income as a percentage of the annual total may
not be indicative of the pattern in future years,. The following tables set
forth selected quarterly consolidated statements of operations information for
the years ended December 31, 2000 and 1999:
A-36
(20) Quarterly Results (Unaudited), continued
(In thousands, except per share date)
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- --------
2000
Revenues $6,502 $4,148 $4,806 $4,446
Earnings (loss) from continuing operations 178 299 (85) (1,794)
Net earnings (loss) 178 299 (85) (1,794)
Basic earnings (loss) per share:
From continuing operations $0.07 $0.11 $(0.03) $(0.07)
Net earnings (loss) 0.07 0.11 (0.03) (0.07)
Diluted earnings (loss) per share:
From continuing operations $0.06 $0.11 $(0.03) $(0.07)
Net earnings (loss) 0.06 0.11 (0.03) (0.07)
1999
Revenues $4,297 $5,467 $4,001 $4,986
Earnings (loss) from continuing operations -- 281 (172) (262)
Net earnings (loss) 58 130 21 (264)
Basic earnings (loss) per share:
From continuing operations -- $0.10 $(0.06) $(0.10)
Net earnings (loss) 0.01 0.04 0.01 (0.08)
Diluted earnings (loss) per share:
From continuing operations -- $0.09 $(0.06) $(0.10)
Net earnings (loss) 0.01 0.04 0.01 (0.08)
A-37
Results for the fourth quarter of 2000 include a valuation adjustment of $1.6
million to the Company's investment in FemPartners, Inc. Also $560,000 was
charged to operations from certain working capital reserve requirements in the
Company's merger agreement with FemPartners, Inc. Results for the fourth quarter
of 1999 include a loss on the sale of land of $401,000 taken at Uncommon Care.
A-38