| AmeriPath, Inc. | |||
| Ticker: | PATH | 7289 Garden Road, Suite 200 | |
| Exchange: | NASDAQ-National Market | Riviera Beach, FL 33404 | |
| Industry: | Service (SIC Code 8099) | (561) 845-1850 | |
| # of Employees: | 688 | ||
| Type of Shares: | Common Shares | Filing Date: | 8/22/97 | |
| U.S. Shares: | 5,600,000 | Offer Date: | 10/21/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $13.00 - $15.00 | |
| Primary Shares: | 5,600,000 | Offer Price: | $16.00 | |
| Secondary Shares: | 0 | Gross Spread: | $1.12 | |
| Offering Amount: | $78,400,000 | Selling: | $0.67 | |
| Expenses: | $2,100,000 | Reallowance: | $0.10 | |
| Shares Out After: | 16,445,557 |
| Manager | Tier | Phone |
| Donaldson, Lufkin & Jenrette Securities Corp. | Lead Manager | (212) 371-0641 |
| Morgan Stanley Dean Witter Discover & Co. | Co-manager | (212) 761-5900 |
| Piper Jaffray Incorporated | Co-manager | (612) 342-6220 |
| Smith Barney Inc. | Co-manager | (212) 723-7300 |
| Issuer's Law Firm: | Greenberg Traurig Hoffman Lipoff Rosen & Quentel |
| Bank's Law Firm: | Alston & Bird |
| Auditor: | Deloitte & Touche |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $42.56 | $44.84 | $9.69 | Assets: | $161.33 |
| Net Income: | $2.03 | $2.30 | $0.21 | Curr Assets: | $18.62 |
| EPS: | $0.22 | $0.19 | Liabilities: | $127.09 | |
| Prior EPS: | $6.11 | $1.71 | Curr Liabilities: | $13.55 | |
| Cash Flow/Oper: | $0.55 | -$2.64 | $20.92 | Equity: | $34.24 |
| Cash Flow/Fin: | $75.72 | -$4.70 | -$21.69 | Cash: | $1.03 |
| Cash Flow/Inv: | -$74.07 | -$4.70 | Working Cap: | $5.07 | |
| Business Description |
| The company is the leading physician practice management company focused on anatomic pathology services. Ameripath provides practice management services to pathologists in both outpatient and hospital inpatient laboratories. Through its 12 Practices, the company had 80 pathologists and employed a total of 565 people. The pathologists provide services in 12 outpatient pathology laboratories, 46 hospital inpatient laboratories and 17 outpatient surgery centers in five states. The practice of pathology includes anatomic pathology, which involves the diagnosis of diseases through examination of tissues and cells, and clinical pathology, which involves the chemical testing and analysis of body fluids, such as blood and urine. Clinical pathology involves an interpretation of standardized laboratory test results, a process which is frequently automated, while anatomic pathology typically requires the involvement of a pathologist in making a specific diagnosis. |
| Competition |
| The markets for the services provided by the Company and the Practices consist of: (1) the provision of physician practice management services to anatomic pathology practices; and (2) the provision of anatomic pathology services. The Company competes with other physician practice management companies that are focused on the ownership or management of anatomic pathology practices. Through its Direct Subsidiaries and affiliations with the PA Contractors, the Company competes with anatomic pathology practices, national clinical laboratories, hospitals and clinics which provide anatomic pathology medical services. The Company estimates that there are over 3,300 pathology practices operating in outpatient laboratories in the United States. In addition, competition may result from companies in other healthcare industry segments, such as managers of other hospital-based specialties or large physician group practices, that may enter the Company's markets, some of which have financial and other resources greater than those of the Company. With respect to physician practice management services, the Company believes that the principal competitive factors are sales and marketing, billing, collections and financial reporting, management of physicians, laboratories and related medical services and human resources. To date, the Company has not experienced significant competition in the provision of physician practice management services to anatomic pathology practices. The Practices do, however, experience competition in local markets in which the Practices provide anatomic pathology services. The Company believes that the infrastructure it is building provides a competitive advantage in its markets.The principal competitive factors regarding the provision of anatomic pathology services are professional reputation and skill of the pathologist, the price charged for pathology services, the scope of services offered, the ability to operate laboratories on an efficient basis and geographic coverage. The Company competes with several other companies for the acquisition of or affiliation with anatomic pathology practices. In addition, companies in other healthcare segments, such as hospitals, HMOs and large physician practices, many of which have greater financial and other resources than the Company, may become competitors in acquiring, or providing physician practice management services to, anatomic pathology practices. The Company competes for acquisitions on the basis of the reputation of the Practices, its management experience and its focus on anatomic pathology. There can be no assurance that the Company will not experience more competition in its markets, that new competitors will not enter such markets, or that such competition will not make it more difficult for the Company to acquire or affiliate with practices on favorable terms. |
| Business Plan |
| The company's objective is to enhance its position as the leading provider of physician practice management services to anatomic pathology practices through the following strategies: (I) Focus on Anatomic Pathology, (ii) Acquire Leading Practices, (iii) Expand Sales and Marketing Efforts, (iv) Increase Contracts with Hospitals and (v) Achieve Operational Efficiencies. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay the outstanding principal amount of and accrued interest on the company's 10% Junior Subordinated Notes due December 31, 2001; to repay the outstanding principal amount of and accrued interest on the company's 8% Senior Subordinated Notes due December 31, 1998; to repay accrued and unpaid dividends on the Convertible Preferred Stock; and the balance to repay a portion of the outstanding indebtedness under the company's revolving credit facility. |
| Name of Shareholder | % Owned Before | % Owned After |
| Thomas S. Roberts | 46.70% | 32.50% |
| Simmit | 46.70% | 32.50% |
| E. Roe Stamps, IV | 46.70% | 32.50% |
| Officer Name | Title | Age |
| Thomas S. Roberts | Chairman of the Board | 34 |
| Alan Levin, M.D. | Chief Operating Officer and Director | 46 |
| Timothy Kilpatrick, M.D. | Director and Managing Director of Derrick | 41 |
| Robert P. Wynn | Executive Vice President and Chief Financial Officer | 50 |
| Leslie B. Rosen, M.D. | Executive Vice President and Medical Director | 43 |
| James C. New | President, Chief Executive Officer and Director | 52 |
| Stephen V. Fuller | Vice President of Human Resources | 41 |
| Annette L. Bell | Vice President of Sales | 39 |