| American Physician Partners, Inc. | |||
| Ticker: | APPM | 2301 Nationsbank Plaza 901 Main Street | |
| Exchange: | NASDAQ-National Market | Dallas, TX 75202 | |
| Industry: | Service (SIC Code 8099) | (214) 761-3100 | |
| Type of Shares: | Common Shares | Filing Date: | 6/27/97 | |
| U.S. Shares: | 3,000,000 | Offer Date: | 11/21/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $14.00 - $16.00 | |
| Primary Shares: | 3,000,000 | Offer Price: | $12.00 | |
| Secondary Shares: | 0 | Gross Spread: | ||
| Offering Amount: | $45,000,000 | Selling: | ||
| Expenses: | - | Reallowance: | ||
| Shares Out After: | 18,151,625 |
| Manager | Tier | Phone |
| Smith Barney Inc. | Lead Manager | (212) 723-7300 |
| Cowen & Company | Co-manager | (212) 495-6000 |
| Piper Jaffray Incorporated | Co-manager | (612) 342-6220 |
| Robertson, Stephens & Company | Co-manager | (415) 989-8500 |
| Issuer's Law Firm: | Brobeck, Phleger & Harrison |
| Bank's Law Firm: | Dewey Ballantine |
| Auditor: | Arthur Andersen |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 3/31/97 | 3/31/97 | |||
| Revenue: | $0.00 | $0.00 | Assets: | $1.66 | |
| Net Income: | $1.65 | $0.88 | Curr Assets: | ||
| EPS: | $0.45 | -$0.24 | Liabilities: | $3.94 | |
| Prior EPS: | -$0.74 | Curr Liabilities: | |||
| Cash Flow/Oper: | -$1.20 | Equity: | -$2.28 | ||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company is a radiology practice management company focused on the development, consolidation and management of integrated radiology and imaging center networks. Upon completion of this offering, the ocmpany will provide practice management services to seven radiology practices consisting of 218 physicians practicing at 42 hospitals and 65 diagnostic imaging centers in California, Kansas, Maryland, New York and Texas. The company will derive its revenue from the provision of management, administrative, technical and other non-medical services to physicians of Affiliated Practices. Radiology services in the United States are delivered through a fragmented system of local providers, including small to medium-sized groups of diagnostic and interventional radiologists and radiation oncologists. According to a 1995 report prepared by SMG Marketing Group, total spending on diagnostic imaging services is estimated at $56 to $70 billion annually. |
| Competition |
| The company is under competitive pressures for the acquisition of retention of the assets of, and the provision of management and administrative services to, additional radiology practices, MSOs and Ics. There are a number of publicly-traded companies focused on owning or managing Ics. The company is aware of at least two privately-held physician practice management companies focused on professional and technical radiology services. Several companies, both publicly and privately held, that have established operating histories and, in some instances, greater resources than the ocmpany are pursuing the acquisition of general and specialty physician practices and the management of such practices. Additionally, some hospitals, clinics, health care companies, HMOs and insurance companies engage in activities similar to those of the company. There can be no assurance that the company will be able to compete effectively for the acquisition of, or affiliation with, radiology practices, that additional competitors will not enter the market, that such competition will not make it more difficult or expensive to acquire the assets of, and provide management and administrative services to, radiology practices on terms beneficial to the ocmpany or that competitive pressures will not otherwise adversely affect the company. |
| Business Plan |
| The Company's objective is to develop integrated networks of radiology groups and ICs that can provide wide geographic coverage and subspecialty expertise. The Company intends to provide the networks with sophisticated management, state-of-the-art information systems and appropriate capital for expansion. The Company's strategy is to (i) emphasize quality service, (ii) expand within its selected markets, (iii) improve operating efficiencies within the Affiliated Practices and (iv) expand into new regional markets through acquisitions of or affiliations with additional radiology practices and ICs. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for acquisition of the Founding Affiliated Practices and to repay certain indebtedness. |
| Name of Shareholder | % Owned Before | % Owned After |
| John Pappajohn | 51.10% | 5.70% |
| Derace L. Schaffer, M.D. | 50.60% | 5.60% |
| Edgewater Private Equity Fund, II, L.P. | 11.10% | 1.40% |
| Gregory L. Solomon | 6.30% | |
| Lawrence R. Muroff, M.D. | 5.70% |
| Officer Name | Title | Age |
| Lawrence R. Muroff, M.D. | Chairman of the Board of Directors and Senior Vice President of Medical Affairs | 54 |
| Robert J. Healy | Chief Development Officer | 41 |
| John W. Colloton | Director | 66 |
| John Pappajohn | Director | 68 |
| Derace L. Schaffer, M.D. | Director | 49 |
| Michael L. Sherman, M.D. | Director nominee | 55 |
| Less T. Chafen, M.D. | Director nominee | 55 |
| Gregory L. Solomon | President, Chief Executive Officer and Director | 52 |
| Sami S. Abbasi | Senior Vice President and Chief Financial Officer | 32 |
| Mark S. Martin | Senior Vice President and Chief Operating Officer | 37 |
| Paul M. Jolas | Senior Vice President, General Counsel and Secretary | 33 |