UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----------SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16946
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SEAFIELD CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Missouri 43-1039532
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(State or other jurisdiction (IRS Employer Incorporation
of organization) or Identification Number)
P. O. Box 410949
2600 Grand Blvd., Suite 500
Kansas City, Missouri 64141
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (816) 842-7000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1 per share and
common stock rights coupled therewith.
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required 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
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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.
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Approximate aggregate market value of voting stock held by non-affiliates
of Registrant: $264,430,947 (based on closing price as of February 28,
1997)
Number of shares outstanding of only class of Registrant's common stock as
of February 28, 1997: $1 par value common - 6,489,103
Documents incorporated by reference:
Portions of Registrant's Proxy Statement for use in connection with the
1997 Annual Meeting of Shareholders is incorporated by reference into Part
III of this report, to the extent set forth therein, if such Proxy
Statement is filed with the Securities and Exchange Commission on or before
April 30, 1997. If such Proxy Statement is not filed by such date, the
information required to be presented in Part III will be filed as an
amendment to this report. The exhibits for this Form 10-K are listed in
Item 14.
PART I.
ITEM 1. BUSINESS.
Seafield Capital Corporation (Seafield or Registrant), was organized in
Missouri as BMA Properties, Inc. in 1974 as a 100% owned subsidiary of
Business Men's Assurance Company of America (which was incorporated in
1909). In 1988, BMA Properties, Inc. was renamed BMA Corporation, and on
June 1, 1988, became the parent company. Registrant changed its name in
1991 from BMA Corporation to Seafield Capital Corporation. Registrant is a
holding company whose subsidiaries operate primarily in the healthcare and
insurance services areas. Registrant implemented this new strategic
business focus after the insurance operations were sold during 1990.
Various operating subsidiaries of Registrant provide risk-appraisal
laboratory testing services to the insurance industry, clinical testing
services to the healthcare industry, and comprehensive cancer treatment
management. In addition, Seafield had investments in early-stage
healthcare technology companies and either directly or through
subsidiaries, also held interests in energy investments, marketable
securities and real estate.
On March 3, 1997, Seafield distributed to its shareholders all of the
outstanding shares of common stock of its wholly-owned subsidiary, SLH
Corporation (SLH). In connection with this distribution and pursuant to a
Distribution Agreement between Seafield and SLH, Seafield transferred its
real estate and energy businesses and miscellaneous assets and liabilities
to SLH. As a result of the distribution, Seafield's principal assets
consist of its stock holdings in LabOne, Inc. (LabOne) and Response
Oncology, Inc. (Response). See Item 7 and Notes 5 and 6 to the
Consolidated Financial Statements for additional information.
Seafield had 17 employees as of December 31, 1996. None of the employees
is represented by a labor union and Seafield believes its relations with
employees are good.
* * *
The following list shows the Registrant and each subsidiary corporation of
which Registrant owned a majority interest at December 31, 1996, together
with the ownership percentage and state or country of incorporation. See
Item 7 and Notes to Consolidated Financial Statements for additional
information.
SEAFIELD CAPITAL CORPORATION (Missouri)
LabOne, Inc. (Delaware) 82%
Lab One Canada Inc. (Canada) 100%
Response Oncology, Inc. (Tennessee) 56%
SLH Corporation (Kansas) 100%
BMA Resources, Inc. (Missouri) 100%
Scout Development Corporation (Missouri) 100%
Scout Development Corporation of New Mexico (Missouri) 100%
Carousel Apartment Homes, Inc. (Georgia) (inactive) 100%
Pyramid Diagnostic Services, Inc. (Delaware) (inactive) 74%
The following list shows the Registrant and each subsidiary corporation of
which Registrant owns a majority interest after the March 3, 1997
distribution of the real estate and energy businesses and miscellaneous
assets and liabilities to Seafield shareholders through the dividend of SLH
Corporation and the conversion of a loan into additional Response stock.
SEAFIELD CAPITAL CORPORATION (Missouri)
LabOne, Inc. (Delaware) 82%
Lab One Canada Inc. (Canada) 100%
Response Oncology, Inc. (Tennessee) 67%
Pyramid Diagnostic Services, Inc. (Delaware) (inactive) 74%
* * *
HEALTHCARE SERVICES
The following businesses are considered to be in the healthcare services
segment: Response Oncology, Inc., LabOne, Inc. (the healthcare segment) and
Pyramid Diagnostic Services, Inc.
RESPONSE ONCOLOGY, INC.
As of December 31, 1996, the Registrant owned approximately 56% of Response
Oncology, Inc. (Response); effective February 1997, the Registrant now owns
approximately 67% of Response. The increase in ownership was achieved by
converting a loan to Response to equity. On November 2, 1995, Response
changed its name from Response Technologies, Inc. Response's common stock
trades on the NASDAQ National Market System under the symbol ROIX.
Response is a comprehensive cancer management company. Response provides
advanced cancer treatment services through outpatient facilities known as
IMPACT (registered trademark) Centers under the direction of approximately
350 independent oncologists, manages the practices of oncologists with whom
Response has affiliated and conducts clinical cancer research on behalf of
pharmaceutical manufacturers.
RESPONSE - IMPACT SERVICES
Response presently operates 47 IMPACT Centers in 23 states which provide
high-dose chemotherapy with stem cell support to cancer patients on an
outpatient basis. Through its IMPACT Centers, Response has developed
extensive medical information systems and databases containing clinical and
patient information, analysis of treatment results and side effects and
clinical care pathways. These systems and databases support Response's
clinical trials program, which involves carefully planned, uniform
treatment regimens administered to a significant group of patients together
with the monitoring of outcomes and side effects of these treatments. The
clinical trials program allows Response to develop a rational means of
improving future treatment regimens by predicting which patients are most
likely to benefit from different treatments.
Each IMPACT Center is staffed by, and makes extensive use of, experienced
oncology nurses, pharmacists, laboratory technologists, and other support
personnel to deliver outpatient services under the direction of independent
medical oncologists. IMPACT Center services include preparation and
collection of stem cells, administration of high-dose chemotherapy,
reinfusion of stem cells and delivery of broad-based supportive care.
IMPACT Center personnel extend the support mechanism into the patient's
home, further reducing the dependence on hospitalization. The advantages
of this system to the physician and patient include (i) convenience of the
local treatment facility; (ii) specialized on-site laboratory and pharmacy
services, including home pharmacy support; (iii) access to Response's
clinical trials program to provide ongoing evaluation of current cancer
treatment; (iv) specially trained medical and technical staff; (v) patient
education and support materials through computer, video and staff
consultation; and (vi) reimbursement assistance.
High-dose chemotherapy is most appropriate for patients with lymphoma,
acute leukemia, multiple myeloma and breast and ovarian cancer. Patients
referred to Response by the treating oncologist are placed on a treatment
protocol developed from the cumulative analysis of Response's approximately
3,000 high-dose cases. Protocols conducted at the IMPACT Center begin with
a drug regimen which allows for the collection and cryopreservation of stem
cells. A stem cell is a cell which originates in the bone marrow and is a
precursor to white blood cells. At the appropriate time, stem cells
capable of restoring immune system and bone marrow function are harvested
over a two to three day period. The harvested stem cells are then frozen
and stored at the IMPACT Center, and following confirmation of response to
treatment and a satisfactory stem cell harvest, patients receive high-dose
chemotherapy followed by reinfusion of stem cells. Most patients are then
admitted to an affiliated hospital for 10-14 days. After discharge, the
patient is monitored in the oncologist's office. Response believes that
the proprietary databases and the information gathering techniques
developed from the foregoing programs enable practicing oncologists to
manage cancer cases cost effectively. Clinical research conducted by
Response focuses on (i) improving cancer survival rates; (ii) enhancing the
cancer patient's quality of life; (iii) reducing the costs of cancer care;
and (iv) developing new approaches to cancer diagnosis, treatment and post-
treatment monitoring.
Since 1989, Response has conducted a clinical trials program pursuant to
which carefully planned, uniform treatments administered to a substantial
number of patients have been monitored and studied, with the results being
collected in a database and utilized to predict outcomes and determine
utilization of high-dose chemotherapy as a treatment. In addition,
Response has recorded outcomes from over 3,000 cases in which high-dose
chemotherapy was utilized as a treatment and has developed and continues to
refine treatment pathways, which forecast the best outcome with the lowest
possible cost. Pursuant to agreements between Response and the oncologists
who supervise their patients' treatment in IMPACT Centers, such oncologists
are obligated to record and monitor outcomes, collect information and
report such information to Response, for which the oncologists are paid a
fixed fee.
Response - Oncology Practice Management Services
During 1996 Response executed a strategy of physician practice management
diversification consummating the acquisitions of 10 medical oncology
practices including 38 medical oncologists in Florida and Tennessee.
Through these acquisitions, Response believes that it has successfully
achieved deep geographic penetration in those markets believing that
significant market share is crucial to achieving efficiencies, revenue
enhancements, and marketing of complete cancer services to diverse payors
including managed care. Pursuant to management service agreements (Service
Agreements), Response provides management services that extend to all
nonmedical aspects of the operations of the affiliated practices.
Pursuant to the Service Agreements, Response is the sole and exclusive
manager and administrator of all day-to-day business functions connected
with the medical practice of an affiliated physician group. Response is
responsible for providing facilities, equipment, supplies, support
personnel, and management and financial advisory services. Under the terms
of the Service Agreements in general, Response (i) prepares annual capital
and operating budgets; (ii) prepares financial statements; (iii) orders and
purchases medical and office inventory and supplies; (iv) bills patients
and third party payors; (v) maintains accounting, billing, medical, and
collection records; (vi) negotiates and administers managed care contracts;
(vii) arranges for legal and accounting services related to practice
operations; (viii) recruits, hires and appoints an executive director to
manage and administer all of the day-to-day business functions of each
practice; and (ix) manages all non-physician professional support and
administrative personnel, clerical, secretarial, bookkeeping and collection
personnel. Response seeks to combine the purchasing power of numerous
physicians to obtain favorable pricing and terms for equipment,
pharmaceuticals and supplies and to obtain favorable contracts with
suppliers.
In addition, Response provides its outcomes database, treatment protocols
and pathways to affiliated oncologists, permitting these physicians to more
effectively manage cancer cases. Response utilizes its management
expertise to conduct utilization review and quality assurance programs and
establish well-defined medical policies for its affiliated physicians.
In return for its management services and expertise, Response receives a
service fee based on net revenue or net operating income of the practice.
Pursuant to each Service Agreement, the physicians and the practice agree
not to compete with Response and the practice. Each Service Agreement has
an initial term of 40 years and, after the initial term, will be
automatically extended for additional five year terms unless either party
delivers written notice to the other party, 180 days prior to the
expiration of the preceding term. The Service Agreement may only be
terminated for cause. If Response terminates the Service Agreement for
cause, the practice is typically obligated to purchase assets (which
typically include intangible assets) and pay liquidated damages, which are
guaranteed by individual physicians for a period of time. Each Service
Agreement provides for the creation of an oversight committee, a majority
of whom are designated by the practice. The oversight committee is
responsible for developing management and administrative policies for the
overall operation of each clinic.
Response - Cancer Research Services
Response also utilizes its database to provide various types of data to
pharmaceutical companies regarding the use of their products. The IMPACT
Center network and Response's medical information systems make Response
ideally suited to this process. Response is currently participating in
several projects with leading pharmaceutical manufacturers to furnish data
in connection with FDA applications and post-FDA approval marketing
studies. Revenue from these contracts helps to underwrite Response's
clinical trials expenses. Such relationships with pharmaceutical companies
allow patients and physicians earlier access to drugs and therapies and
ensure access to clinical trials under managed care, which guarantee
Response's role as a leader in oncological developments.
Response - Competition
As a result of growing interest among oncologists and the more widely
recognized efficacy of high-dose chemotherapy treatments, the competitive
environment in the field is starting to heighten. Most community hospitals
with a commitment to cancer treatment are evaluating their need to provide
high-dose treatments, and other entities are competing with Response in
providing high-dose services similar to those offered by Response.
Such competition has long been contemplated by Response, and is indicative
of the evolution of this field. While Response believes that the demand
for high-dose chemotherapy services is sufficiently large to support
several significant providers of these services, it is subject to
increasing competitive risks from these entities.
In addition, Response is aware of at least two competitors specializing in
the management of oncology practices and two other physician management
companies that manage at least one oncology practice. Several healthcare
companies with established operating histories and significantly greater
resources than Response are also providing at least some management
services to oncologists. There are certain other companies, including
hospitals, large group practices, and outpatient care centers, that are
expanding their presence in the oncology market and may have access to
greater resources than Response. Furthermore, organizations specializing
in home and ambulatory infusion care, radiation therapy, and group practice
management compete in the oncology market.
Response's revenue depends on the continued success of its affiliated
physician groups. These physician groups face competition from several
sources, including sole practitioners, single and multi-specialty groups,
hospitals and managed care organizations.
Response - Government Regulation
The delivery of healthcare items and services has become one of the most
highly regulated of professional and business endeavors in the United
States. Both the federal government and the individual state governments
are responsible for overseeing the activities of individuals and businesses
engaged in the delivery of healthcare services. Federal law and
regulations are based primarily upon the Medicare program and the Medicaid
program, each of which is financed, at least in part, with federal money.
State jurisdiction is based upon the state's authority to license certain
categories of healthcare professionals and providers, and the state's
interest in regulating the quality of healthcare in the state, regardless
of the source of payment.
Response believes it is in material compliance with applicable laws.
However, the laws applicable to Response are subject to evolving
interpretations and therefore, there can be no assurance that a review of
Response's or the affiliated physicians' practices by a court or law
enforcement or regulatory authority will not result in a determination that
could adversely affect the operations of Response or the affiliated
physicians. Furthermore, there can be no assurance that the laws
applicable to Response will not be amended in a manner that could adversely
affect Response.
Response - Federal Law
The federal healthcare laws apply in any case in which Response is
providing an item or service that is reimbursable under Medicare or
Medicaid or is claiming reimbursement from Medicare or Medicaid on behalf
of physicians with whom Response has a Service Agreement. The principal
federal laws include those that prohibit the filing of false or improper
claims with the Medicare or Medicaid program, those that prohibit unlawful
inducements for the referral of business reimbursable under Medicare or
Medicaid and those that prohibit the provision of certain services by a
provider to a patient if the patient was referred by a physician with which
the provider has certain types of financial relationships.
Response - False and Other Improper Claims
The federal government is authorized to impose criminal, civil and
administrative penalties on any healthcare provider that files a false
claim for reimbursement from Medicare or Medicaid. Criminal penalties are
also available in the case of claims filed with private insurers if the
government can show that the claims constitute mail fraud or wire fraud.
While the criminal statutes are generally reserved for instances evidencing
an obviously fraudulent intent, the civil and administrative penalty
statutes are being applied by the government in an increasingly broader
range of circumstances. For example, the government takes the position
that a pattern of claiming reimbursement for unnecessary services violates
these statutes if the claimant should have known that the services were
unnecessary. The government also takes the position that claiming
reimbursement for services that are substandard is a violation of these
statutes if the claimant should have known that the care was substandard.
Response - Anti-Kickback Law
Federal law commonly known as the "Anti-kickback Amendments" prohibits the
offer, solicitation, payment or receipt of anything of value (direct or
indirect, overt or covert, in cash or in kind) which is intended to induce
the referral of Medicare or Medicaid patients, or the ordering of items or
services reimbursable under those programs. The law also prohibits
remuneration that is intended to induce the recommendation of, or the
arranging for, the provision of items or services reimbursable under
Medicare and Medicaid. The law has been broadly interpreted by a number of
courts to prohibit remuneration which is offered or paid for otherwise
legitimate purposes if the circumstances show that one purpose of the
arrangement is to induce referrals. Even bona fide investment interests in
a healthcare provider may be questioned under the Anti-kickback Amendment
if the government concludes that the opportunity to invest was offered as
an inducement for referrals. The penalties for violations of this law
include criminal sanctions and exclusion from the federal healthcare
program.
In part to address concerns regarding the implementation of the Anti-
kickback Amendments, the federal government in 1991 published regulations
that provide exceptions, or "safe harbors," for certain transactions that
will not be deemed to violate the Anti-kickback Amendments. Among the safe
harbors included in the regulations were provisions relating to the sale of
physician practices, management and personal services agreements and
employee relationships. Subsequently, regulations were published offering
safe harbor protection to additional activities, including referrals within
group practices consisting of active investors. Proposed amendments to the
Anti-kickback Regulations were published in 1994 which, if ultimately
adopted, would result in substantive changes to existing regulations. The
failure to qualify under a safe harbor provision, while potentially
subjecting the activity to greater regulatory scrutiny, does not render the
activity illegal per se.
There are several aspects of Response's relationships with physicians to
which the Anti-kickback Law may be relevant. In some instances, Response
itself may become a provider of services for which it will claim
reimbursement from Medicare or Medicaid, and physicians who are investors
in Response may refer patients to Response for those services.
Furthermore, the government may construe some of the marketing and managed
care contracting activities of Response as arranging for the referral of
patients to the physicians with whom Response has a management contract.
Finally, at the request of a physician or medical practice with which
Response has a contract, Response will manage in the physician's office the
provision of ancillary services which the physician desires to make
available to his patients. At the present time, the services provided by
Response in its IMPACT Centers are generally not reimbursable by Medicare
or Medicaid.
Although neither the investments in Response by physicians nor the
management contracts between Response and physicians qualify for protection
under the safe harbor regulations, Response does not believe that these
activities fall within the type of activities the Anti-kickback Amendments
were intended to prohibit. A determination that Response had violated the
Anti-kickback Amendments would have a material adverse effect on Response's
business.
Response - The Stark Self-Referral Law
The Stark Self-Referral Law (Stark Law) prohibits a physician from
referring a patient to a healthcare provider for certain designated health
services reimbursable by Medicare or Medicaid if the physician has a
financial relationship with that provider, including an investment
interest, a loan or debt relationship or a compensation relationship. The
designated services covered by the law include radiology services, infusion
therapy, radiation therapy, outpatient prescription drugs and hospital
services, among others. In addition to the conduct directly prohibited by
the law, the statute also prohibits "circumvention schemes," that are
designed to obtain referrals indirectly that cannot be made directly. The
penalties for violating the law include (i) a refund of any Medicare or
Medicaid payments for services that resulted from an unlawful referral;
(ii) civil fines; and (iii) exclusion from the Medicare and Medicaid
programs. The Stark Law contains a number of exceptions potentially
applicable to Response's operations. These include exceptions for a
physician's ownership of publicly traded securities in a corporation with
stockholders' equity exceeding $75 million as of the end of its most recent
fiscal year, for certain in-office ancillary services and for certain
personal services arrangements.
Response is not currently a provider of any designated health service under
the Stark Law for which Response claims reimbursement from Medicare or
Medicaid. Response intends to assure that any designated health services
provided by physicians with whom Response has a management contract will
qualify under the applicable exception in the Stark Law for in-office
services. However, because Response will provide management services
related to those designated health services, there can be no certainty that
Response will not be considered as the provider for those services. In
that event, the referrals from the physicians will be permissible only if
(i) Response qualifies for the exception for publicly-traded corporations
and (ii) the management contract meets the exception in the Stark Law for
payments by physicians to a health care entity. To qualify for such
exception, such payments must be set at a fair market value. Response
intends to structure its arrangements so as to qualify for applicable
exceptions under the Stark Law, however, there can be no assurance that a
review by courts or regulatory authorities would not result in a contrary
determination.
Response - State Anti-Kickback Laws
Many states have laws that prohibit the payment of kickbacks in return for
the referral of patients. Some of these laws apply only to services
reimbursable under the state Medicaid program. However, a number of these
laws apply to all healthcare services in the state, regardless of the
source of payment for the service. Response believes, based on the advice
of counsel, that these laws prohibit payments to referral sources only
where a principal purpose for the payment is for the referral. Response
pays oncologists, who supervise their patients' treatment at the IMPACT
Centers, fees for collecting and monitoring treatment and outcomes data and
reporting such data to Response. Response believes such fees reflect the
fair market value of the services rendered by such physicians to Response.
However, the laws in most states regarding kickbacks have been subjected to
limited judicial and regulatory interpretation and therefore, no assurances
can be given that Response's activities will be found to be in compliance.
Noncompliance with such laws could have an adverse effect upon Response and
subject it and such physicians to penalties and sanctions.
Response - State Self-Referral Laws
A number of states have enacted self-referral laws that are similar in
purpose to the Stark Self-Referral Law. However, each state law is unique.
For example, some states only prohibit referrals where the physician's
financial relationship with a healthcare provider is based upon an
investment interest. Other state laws apply only to a limited number of
designated health services. Finally, some states do not prohibit
referrals, but merely require that a patient be informed of the financial
relationship before the referral is made. Response believes that it is in
compliance with the self-referral law of any state in which Response has a
financial relationship with a physician.
Response - Fee-Splitting Laws
Many states prohibit a physician from splitting with a referral source the
fees generated from physician services. Other states have a broader
prohibition against any splitting of a physician's fees, regardless of
whether the other party is a referral source. In most cases, it is not
considered to be fee-splitting when the payment made by the physician is
reasonable reimbursement for services rendered on the physician's behalf.
Response will be reimbursed by physicians on whose behalf Response provides
management services. Response intends to structure the reimbursement
provisions of its management contracts with physicians in order to comply
with applicable state laws relating to fee-splitting. However, there can
be no certainty that, if challenged, Response and its affiliated physicians
will be found to be in compliance with each state's fee-splitting laws.
Response - Corporate Practice of Medicine
Most states prohibit corporations from engaging in the practice of
medicine. Many of these state doctrines prohibit a business corporation
from employing a physician. However, states differ with respect to the
extent to which a licensed physician can affiliate with corporate entities
for the delivery of medical services. Some states interpret the "practice
of medicine" broadly to include decisions that have an impact on the
practice of medicine, even where the physician is not an employee of the
corporation and the corporation exercises no discretion with respect to the
diagnosis or treatment of a particular patient.
Response's standard practice under its management contracts is to avoid the
exercise of any responsibility on behalf of its physicians that could be
construed as affecting the practice of medicine. Accordingly, Response
believes that it is not in violation of applicable state laws relating to
the corporate practice of medicine. However, because such laws and legal
doctrines have been subjected to only limited judicial and regulatory
interpretation, there can be no assurance that, if challenged, Response
will be adjudicated to be in compliance with all such laws and doctrines.
Response - Insurance Laws
Laws in all states regulate the business of insurance and the operation of
HMOs. Many states also regulate the establishment and operation of
networks of health care providers. While these laws do not generally apply
to companies that provide management services to networks of physicians,
there can be no assurance that regulatory authorities of the states in
which Response operates would not apply these laws to require licensure of
Response's operations as an insurer, as an HMO or as a provider network.
Response believes that it is in compliance with these laws in the states in
which it does business, but there can be no assurance that future
interpretations of insurance and health care network laws by regulatory
authorities in these states or in the states into which Response may expand
will not require licensure or a restructuring of some or all of Response's
operations.
Response - State Licensing
Response's laboratories operated in conjunction with certain IMPACT Centers
are registered with the U.S. Food & Drug Administration and are certified
pursuant to the Clinical Laboratory Improvement Amendments of 1988. In
addition, Response maintains pharmacy licenses for all IMPACT Centers
having self-contained pharmacies, and state health care facility licenses,
where required.
Response - Reimbursement and Cost Containment
Approximately 50% of the net revenue of Response's practice management
division and less than five percent of the revenue of Response's IMPACT
division is derived from payments made by government sponsored health care
programs (principally, Medicare and Medicaid). As a result, any change in
reimbursement regulations, policies, practices, interpretations or statutes
could adversely affect the operations of Response. In recent years, the
federal government has sought to constrain the growth of spending in the
Medicare and Medicaid programs. Through the Medicare program, the federal
government has implemented a resource-based relative value scale (RBRVS)
payment methodology for physician services. RBRVS is a fee schedule that,
except for certain geographical and other adjustments, pays similarly
situated physicians the same amount for the same services. The RBRVS is
adjusted each year and is subject to increases or decreases at the
discretion of Congress. The implementation of RBRVS may result in
reductions in payment rates for procedures provided by physicians under
current contract with Response. RBRVS-type payment systems have also been
adopted by certain private third party payors and may become a predominant
payment methodology. A broader implementation of such programs would
reduce payments by private third party payors and could indirectly reduce
Response's operating margins to the extent that the cost of providing
management services related to such procedures could not be proportionately
reduced. To the extent Response's costs increase, Response may not be able
to recover such cost increases from government reimbursement programs. In
addition, because of cost containment measures and market changes in non-
governmental insurance plans, Response may not be able to shift cost
increases to non-governmental payors. Response expects a reduction from
historical levels in per patient Medicare revenue received by certain of
the physician groups with which Response contracts; however, Response does
not believe such reductions would, if implemented, result in a material
adverse effect on Response.
In addition to current governmental regulation, the Clinton Administration
and several members of Congress have proposed legislation for comprehensive
reforms affecting the payment for and availability of health care services.
Aspects of certain of such health care proposals, such as reductions in
Medicare and Medicaid payments, if adopted, could adversely affect
Response. Other aspects of such proposals, such as universal health
insurance coverage and coverage of certain previously uncovered services,
could have a positive impact on Response's business. It is not possible at
this time to predict what, if any, reforms will be adopted by Congress or
state legislatures, or when such reforms would be adopted and implemented.
As health care reform progresses and the regulatory environment
accommodates reform, it is likely that changes in state and federal
regulations will necessitate modifications to Response's agreements and
operations. While Response believes it will be able to restructure in
accordance with applicable laws and regulations, Response cannot assure
that such restructuring in all cases will be possible or profitable.
Rates paid by private third party payors, including those that provide
Medicare supplemental insurance, are based on established physician, clinic
and hospital charges and are generally higher than Medicare payment rates.
Changes in the mix of Response's patients among the non-governmental payors
and government sponsored health care programs, and among different types of
non-government payor sources, could have a material adverse effect on
Response.
Response - Employees
As of March 1, 1997, Response employed approximately 500 persons,
approximately 400 of whom were full-time employees. Under the terms of the
Service Agreements with the affiliated physician groups, Response is
responsible for the practice compensation and benefits of the groups' non-
physician medical personnel. No employee of Response or of any affiliated
physician group is a member of a labor union or subject to a collective
bargaining agreement. Response believes that its labor relations are good.
LABONE, INC.
LabOne provides clinical testing services to the healthcare industry to aid
in the diagnosis and treatment of patients. LabOne operates only one
highly automated and centralized laboratory, which LabOne believes has
significant economic advantages over other conventional laboratory
competitors. LabOne markets its clinical testing services to the payers of
healthcare-insurance companies and self-insured groups. LabOne does this
through Lab Card(trademark), a Laboratory Benefits Management (LBM)
program.
The Lab Card Program provides laboratory testing at reduced rates as
compared to traditional laboratories. It uses a unique benefit design that
shares the cost savings with the patient, creating an incentive for the
patient to help direct laboratory work to LabOne. Under the Program, the
patient incurs no out-of-pocket expense when the Lab Card is used, and the
insurance company or self-insured group receives substantial savings on its
laboratory charges.
LabOne is certified by the Substance Abuse and Mental Health Services
Administration (SAMHSA) to perform substance abuse testing services for
federally regulated employers and is currently marketing these services
throughout the country to both regulated and nonregulated employers.
LabOne's rapid turnaround times and multiple testing options help clients
reduce downtime for affected employees and meet mandated drug screening
guidelines.
LabOne's Clinical Patient Testing
LabOne began offering laboratory testing services to the healthcare
industry in 1994. Clinical laboratory tests are generally requested by
physicians and other healthcare providers to diagnose and monitor diseases
and other medical conditions through the detection of substances in blood
and other specimens. Laboratory testing is generally categorized as either
clinical testing, which is performed on bodily fluids including blood and
urine, or anatomical pathology testing, which is performed on tissue.
Clinical and anatomical pathology tests are frequently performed as part of
regular physical examinations and hospital admissions in connection with
the diagnosis and treatment of illnesses. The most frequently requested
tests include blood chemistry analyses, blood cholesterol level tests,
urinalysis, blood cell counts, PAP smears and AIDS-related tests.
Clinical specimens are collected at the physician's office or other
specified sites. LabOne's couriers pick up the specimens and deliver them
to local airports for express transport to the Kansas laboratory.
Specimens are coded for identification and processed. LabOne's testing
menu includes the majority of tests requested by its clients. Tests not
performed in-house are sent to reference laboratories for testing, and
results are entered into LabOne's computer system along with all other
completed results.
LabOne has established the Lab Card (trademark) Program, as well as
alliances with major healthcare providers, as vehicles for delivering out-
patient laboratory services. The Lab Card Program is marketed to
healthcare payers (self-insured groups and insurance companies), allowing
them to avoid price mark-ups and cost shifting. With the Program,
companies save substantially on their outpatient laboratory testing, and
patients pay no out-of-pocket fees when they use their Lab Card.
LabOne's Substance Abuse Testing Services
LabOne markets substance abuse testing to Fortune 1000 companies, third
party administrators and occupational health providers. Certification by
SAMHSA enables LabOne to offer substance abuse testing services to
federally regulated industries. There are presently 70 laboratories that
are SAMHSA certified.
Specimens for substance abuse testing are typically collected by
independent agencies who use LabOne's forms and collection supplies.
Specimens are sealed with bar-coded, tamper-evident seals and shipped
overnight to LabOne. Automated systems monitor the specimens throughout
the screening and confirmation process. Negative results are available
immediately after testing is completed. Initial positive specimens are
verified by the gas chromatography/mass spectrometry method, and results
are generally available within 24 hours. Results can be transmitted
electronically to the client's secured computer, printer or fax machine, or
the client can use LabOne's LabLink Dial-In software to retrieve, store,
search and print its drug testing results.
PYRAMID DIAGNOSTIC SERVICES, INC.
The Registrant acquired a 52% ownership position in Pyramid Diagnostic
Services, Inc. (Pyramid) in 1992. The original $4 million purchase price
included newly-issued shares, thereby providing expansion financing to
Pyramid. Pyramid ultimately expanded to nine pharmacies which distributed
radiopharmaceuticals and related services to nuclear medicine departments,
clinics and hospitals. During 1993, Registrant acquired an additional 18%
ownership position for $332,000. In 1994, Registrant's ownership increased
by 5% (ownership totaled 74%) with a $l million investment.
Pyramid entered bankruptcy proceedings in early October 1995 as a result of
an adverse $6 million judgment entered in a lawsuit against Pyramid.
Pyramid's bankruptcy proceedings are expected to be finalized in 1997. The
impact on Registrant's results of operations was the September 1995 write-
off of Registrant's investment in Pyramid by recording a pre-tax expense of
approximately $3.3 million and a corresponding tax benefit of $2.1 million
resulting in an after-tax $1.2 million charge to earnings. See Item 7 and
Note 1 of Notes to Consolidated Financial Statements for additional
information.
INSURANCE SERVICES
The following businesses are considered to be in the insurance services
segment: LabOne, Inc. (the insurance segment), Agency Premium Resource,
Inc. (APR), and International Underwriting Services, Inc. (IUS). APR and
IUS were sold during 1995.
LABONE, INC.
The Registrant's laboratory testing activities are conducted through
LabOne, Inc. (LabOne), a subsidiary which was 82% owned by the Registrant
and 18% publicly held at December 31, 1996. LabOne is a publicly-traded
stock (NASDAQ-LABS). LabOne, together with its wholly-owned subsidiary,
Lab One Canada Inc., hereinafter collectively referred to as LabOne, is the
largest provider of laboratory services to the insurance industry in the
United States and Canada. In 1994, LabOne expanded its testing offerings
to include the healthcare market. LabOne provides high-quality laboratory
services to self-insured groups, insurance companies and physicians
nationwide.
LabOne provides risk-appraisal laboratory services to the insurance
industry. The tests performed by LabOne are specifically designed to
assist an insurance company in objectively evaluating the mortality and
morbidity risks posed by policy applicants. The majority of the testing is
performed on specimens of individual life insurance policy applicants.
LabOne also provides testing services on specimens of individuals applying
for individual and group medical and disability policies.
LabOne also provides clinical testing services to the healthcare industry
to aid in the diagnosis and treatment of patients. Additionally, LabOne is
certified by the Substance Abuse and Mental Health Services Administration
(SAMHSA) to perform substance abuse testing services for federally
regulated employers and is currently marketing these services throughout
the country to both regulated and nonregulated employers. See the
Healthcare Segment for additional information regarding LabOne's clinical
and substance abuse testing services.
LabOne's Insurance Applicant Testing
In order to establish the appropriate level of premium payments or to
determine whether to issue a policy, an insurance company requires
objective means of evaluating the insurance risk posed by policy
applicants. Because decisions of this type are based on statistical
probabilities of mortality and morbidity, an insurance company generally
requires quantitative data reflecting the applicant's general health.
Standardized laboratory testing, tailored to the needs of the insurance
industry and reported in a uniform format, provides an insurance company
with an efficient means of evaluating the mortality and morbidity risks
posed by policy applicants. The use of standardized blood, urine and oral
fluid testing has proven a cost-effective alternative to individualized
physician examinations, which utilize varying testing procedures and
reports.
LabOne's insurance testing services consist of certain specimen profiles
that provide insurance companies with specific information that may
indicate liver or kidney disorders, diabetes, the risk of cardiovascular
disease, bacterial or viral infections and other health risks. LabOne also
offers tests to detect the presence of antibodies to human immunodeficiency
virus (HIV). Standardized laboratory testing can also be used to verify
responses on a policy application to such questions as whether the
applicant is a user of tobacco products, certain controlled substances or
certain prescription drugs. Insurance companies generally offer a premium
discount for nonsmokers and often rely on testing to determine whether an
applicant is a user of tobacco products. Cocaine use has been associated
with increased risk of accidental death and cardiovascular disorders, and
as a result of the increasing abuse in the United States and Canada,
insurance companies are testing a greater number of policy applicants to
detect its presence. Therapeutic drug testing also detects the presence of
certain prescription drugs that are being used by an applicant to treat a
life-threatening medical condition that may not be revealed by a physical
examination.
Insurance specimens are normally collected from individual insurance
applicants by independent paramedical personnel using LabOne's custom-
designed collection kits and containers. These kits and containers are
delivered to LabOne's laboratory via overnight delivery services or mail,
coded for identification and processed according to each client's
specifications. Results are generally transmitted to the insurance
company's underwriting department that same evening.
Starting in 1996, LabOne introduced a one-day service guarantee on oral
fluid and urine HIV specimen results. LabOne also offers LabOne Net, a
combination network/software product that provides a connection for
insurance underwriters for ordering, delivery and management of risk
assessment information such as laboratory results, motor vehicle reports
and other applicant information.
The following table summarizes LabOne's revenues from services provided to
the insurance and healthcare (clinical and substance abuse testing)
markets:
Year ended December 31,
1996 1995 1994
------------ ------------ ------------
(Dollars in thousands)
Insurance $ 50,801 85% $ 52,544 92% $ 60,260 99%
Healthcare 8,631 15% 4,485 8% 466 1%
------ ------ ------
Total $ 59,432 $ 57,029 $ 60,726
====== ====== ======
LabOne - Operations
LabOne's operations are designed to facilitate the testing of a large
number of specimens and to report the results to its clients, generally
within 24 hours of receipt of specimens. LabOne has internally developed,
custom-designed laboratory and business processing systems. These systems
enable each client company to customize its own testing and reflex
requirements by several parameters to satisfy its particular needs. It is
a centralized network system that provides an automated link between
LabOne's testing equipment, data processing equipment and the client's
computer systems. This system offers LabOne's clients the ability to
customize their testing activities to best meet their needs.
As a result of the number of tests it has performed over the past several
years, LabOne has compiled and maintains a large statistical database of
test results. These summary statistics are useful to the actuarial and
underwriting departments of an insurance client in comparing that client's
test results to the results obtained by LabOne's entire client base.
Company-specific and industry-wide reports are frequently distributed to
clients on subjects such as coronary risk analysis, cholesterol and drugs
of abuse.
LabOne considers the confidentiality of its test results to be of primary
importance and has established procedures to ensure that results of tests
remain confidential as they are communicated to the client that requested
the tests.
Substantially all of the reagents and materials used by LabOne in
conducting its testing are commercially purchased and are readily available
from multiple sources.
LabOne - Regulatory Affairs/Quality Improvement
The objective of the Regulatory Affairs/Quality Improvement department is
to ensure that accurate and reliable test results are released to clients.
This is accomplished by incorporating both internal and external quality
assurance programs in each area of the laboratory. In addition, quality
assurance specialists share the responsibility with all LabOne employees of
an ongoing commitment to quality and safety in all laboratory operations.
Internal quality and education programs are designed to identify
opportunities for improvement in laboratory services and to meet all
required safety training and education issues. These programs help ensure
the reliability and confidentiality of test results.
Procedure manuals in all areas of the laboratory help maintain uniformity
and accuracy and meet regulatory guidelines. Tests on control samples with
known results are performed frequently to maintain and verify accuracy in
the testing process. Complete documentation provides record keeping for
employee reference and meets regulatory requirements. All employees are
thoroughly trained to meet standards mandated by OSHA in order to maintain
a safe work environment. Superblind(trademark) controls are used to
challenge every aspect of service at LabOne from specimen arrival through
final billing. Approximately 2,000 samples are prepared and submitted
anonymously each month. These samples are especially designed to challenge
testing, handling and reporting procedures. Specimens requiring special
handling are evaluated and verified by control analysis personnel. A
computer edit program is used to review and verify clinically abnormal
results, and all positive HIV antibody and drugs-of-abuse records. As an
external quality assurance program, LabOne participates in a number of
proficiency programs established by the College of American Pathologists
(CAP), the American Association of Bioanalysts and the Centers for Disease
Control. Only three to five percent of accredited laboratories receive no
deficiencies for any one on-site inspection performed by CAP. LabOne
received no deficiencies on the last two CAP inspections.
LabOne is licensed under the Clinical Laboratory Improvement Amendments
(CLIA) of 1988. LabOne has additional licenses for HIV and substance abuse
testing from the State of Kansas and all other states where such licenses
are required. LabOne is certified by SAMHSA to perform testing to detect
drugs of abuse in federal employees and in workers governed by federal
regulations.
LabOne - Technology Development
The technology development department evaluates new commercially available
tests and technologies or develops new assays and compares them to
competing products in order to select the most accurate laboratory
procedures. Additionally, LabOne's scientists present findings to LabOne's
clients to aid them in choosing the best tests available to meet their
requirements. Total technology development expenditures are not considered
significant to LabOne as a whole.
LabOne - Sales and Marketing
LabOne's client base currently consists primarily of insurance companies in
the United States and Canada. LabOne believes that its ability to provide
prompt and accurate results on a cost-effective basis and its
responsiveness to customer needs have been important factors in servicing
existing business.
All of LabOne's sales representatives for the insurance market have
significant business experience in the insurance industry or clinical
laboratory-related fields. These representatives call on major clients
several times each year, usually meeting with a medical director or vice
president of underwriting. An important part of LabOne's marketing effort
is directed toward providing its existing clients and prospects with
information pertaining to the actuarial benefits of, and trends in,
laboratory testing. LabOne's sales representatives and its senior
management also attend underwriters' and medical directors' meetings
sponsored by the insurance industry.
The sales representatives for the clinical industry are experienced in the
healthcare benefit market or clinical laboratory-related fields and
currently work in the geographic areas which they represent. Marketing
efforts are directed at insurance carriers, self-insured employers and
trusts, and other organizations nationwide.
Substance abuse marketing efforts are primarily directed at Fortune 1000
companies, occupational health clinics and third party administrators.
LabOne's strategy is to offer quality service at competitive prices. The
sales force focuses on the ability of LabOne to offer multiple reporting
methods, next flight out options, dedicated client service representatives
and reporting of negative results before 8:00 A.M.
LabOne - Competition
LabOne believes that the insurance laboratory testing market is
approximately a $100 million industry. LabOne currently controls over half
the market. LabOne has maintained its market leadership through the client
relationships that it has developed over its 25-year history, its
reputation for providing quality products and services at competitive
prices, and its battery of tests which are tailored specifically to an
insurance company's needs. LabOne has three other main competitors, Osborn
Laboratories, Inc., Clinical Reference Laboratory and GIB Laboratories,
Inc. Effective January 30, 1997, LabOne acquired certain assets, including
customer lists, of GIB Laboratories, Inc., a subsidiary of Prudential
Insurance Company of America. Concurrently, Prudential's Individual
Insurance Group agreed to use LabOne as its exclusive provider of risk
assessment testing services. At the time of the purchase, GIB served
approximately 5% of the insurance laboratory testing market.
The insurance testing industry continues to be highly competitive. The
primary focus of the competition has been on pricing. This continued
competition has resulted in a decrease in LabOne's average price per test.
It is anticipated that prices may continue to decline in 1997.
The clinical laboratory testing market is a $40 billion industry which is
highly fragmented and very competitive. LabOne faces competition from
numerous independent clinical laboratories and hospital- or physician-owned
laboratories. Many of LabOne's competitors are significantly larger and
have substantially greater financial resources than LabOne. Through the
use of Lab Card, LabOne is working to establish a solid client base in this
environment.
LabOne's business plan is to be the premier low-cost provider of high-
quality laboratory services to self-insured employers and insurance
companies in the healthcare market. LabOne feels that its superior quality
and centralized, low-cost operating structure enable it to compete
effectively in this market.
LabOne competes in the substance abuse testing market nationwide. LabOne's
major competitors are the three major clinical chains, Laboratory
Corporation of America, Quest Diagnostics and Smith Kline Beecham
Laboratories, who collectively constitute approximately two-thirds of the
substance abuse testing market.
LabOne - Foreign Markets
Lab One Canada Inc. markets insurance testing services to Canadian clients,
with laboratory testing performed in the United States. The following
table summarizes the revenue, profit and assets applicable to LabOne's
domestic operations and its subsidiary, Lab One Canada, Inc.
Year ended December 31,
1996 1995 1994 *
---- ---- ----
(In millions)
Sales:
United States $53.0 $50.8 $53.0
Canada 6.4 6.2 7.7
Operating Profit:
United States 2.5 2.1 5.8
Canada 0.7 0.3 1.1
Identifiable Assets:
United States 62.0 64.3 71.3
Canada 2.7 5.7 5.5
* 1994 data includes restructuring charges of $1.6 million.
LabOne - Employees
As of March 1, 1997, LabOne had 566 full-time employees, representing an
increase of 57 employees from the same time in 1996. None of LabOne's
employees are represented by a labor union. LabOne believes its relations
with employees are good.
AGENCY PREMIUM RESOURCE, INC.
Agency Premium Resource, Inc. (APR) was an insurance premium finance
company serving independent insurance agents. APR provided premium
financing for the commercial customers of these independent insurance
agents. On May 31, 1995, Seafield sold APR. See Item 7 and Note 1 to
Consolidated Financial Statements for additional information.
INTERNATIONAL UNDERWRITING SERVICES, INC.
International Underwriting Services, Inc. (IUS) offered turnkey
policyholder and underwriting services. This subsidiary operated only
within the life and health insurance industry and provided some or all of
the following services to its customers: product design, underwriting of
applicants, policy issuance, policy service, premium collection and payment
of commissions. On July 17, 1995, Seafield sold IUS. See Item 7 and Note 1
to Consolidated Financial Statements for additional information.
OTHER BUSINESSES
BMA RESOURCES, INC.
BMA Resources, Inc. (Resources) held the Registrant's energy investments at
December 31, 1996. No new energy investments are being made, and it has
been the Registrant's intent to maximize cash flow from Resources to be
deployed in healthcare and insurance services. The investments include oil
and gas working interests (all of which had been sold by June 1996), oil
and gas partnerships and a stock investment in an unconsolidated affiliate.
The oil and gas primarily consisted of partnership interests in Texas gulf
coast oil and gas wells and leasehold interests. Resources has an
approximate 32.5% equity interest in Syntroleum Corporation (Syntroleum).
Syntroleum is the developer and owner of a patented process and several
related proprietary technologies (Syntroleum(registered trademark) Process)
for the conversion of natural gas into synthetic liquid hydrocarbons which
can be further processed into fuels such as diesel, kerosene (used by jet
aircraft) and naphtha and related non-fuel chemical feedstocks and
lubricants. Syntroleum is currently engaged in negotiations for the
licensing of the Syntroleum(registered trademark) Process with major oil
companies. Because Syntroleum continues to be in the developmental phase
of its operations, no assurances can be given that it will be able to
successfully conclude any license or agreement on a favorable basis or that
a commercially viable Syntroleum(registered trademark) Process plant will
be constructed and successfully operated.
TENENBAUM & ASSOCIATES, INC.
Tenenbaum & Associates, Inc. (TAI) was a full service real estate, personal
property and sales and use tax consulting firm providing tax consulting
services on a contingency basis. TAI's core business was commercial real
estate.
On May 31, 1995, TAI sold certain assets to Ernst & Young U.S. LP. TAI
retained its accounts receivable as of May 31, 1995. The agreement
provides for Ernst & Young to continue the work-in-process on current
accounts (where formal or informal tax valuation protests have been filed
but not yet resolved). Ernst & Young will earn a fee for collecting the
current accounts and will participate in net cash collected on certain
accounts after third party costs and Ernst & Young's fees. During June
1995, TAI distributed its remaining assets to shareholders and filed for
dissolution.
REAL ESTATE
At December 31, 1996, the Registrant held real estate through a wholly-
owned subsidiary, Scout Development Corporation. Real estate holdings as
of December 31, 1996 consisted of approximately 1,160 acres of partially
developed and undeveloped land in six locations, three residential
development projects, a multi-story parking garage and a community shopping
center. Real estate assets are located in the following states: Florida,
Kansas, Nevada, New Mexico, Texas, and Wyoming, all of which are listed for
sale.
In 1992, the Registrant's board of directors approved a plan to discontinue
real estate operations. As a result of this decision, a $6 million after-
tax loss provision for estimated write-downs and costs through final
disposition was included in the discontinued real estate's 1992 loss.
Additional after-tax losses of $2.9 million, $6.6 million, and $1.5 million
were recorded in 1994, 1995, and 1996, respectively. These losses resulted
from changes in estimated net realizable value based upon management's
analysis of recent sales transactions and other current market conditions.
See Item 7 and Note 13 of Notes to Consolidated Financial Statements for
additional information concerning discontinued real estate operations.
The location and use of each majority owned property is as follows:
Houston, TX - 370 acres and 37 lots; Ft. Worth, TX - 761 acres; Olathe, KS
- - 16 acres; Juno Beach, FL - 6 units; and Santa Fe, NM - 25 units. In
addition, the Registrant has a 49.9% investment in a joint venture that
owns a shopping center and 14 acres of undeveloped land in Gillette,
Wyoming.
Only two properties, one of which is 100% owned and the 49.9% joint venture
referenced above, are categorized as commercial properties. Registrant's
net asset value of these two projects at December 31, 1996 was $2.8
million.
The 100% owned commercial property consists of an 850-space parking garage
located in downtown Reno, Nevada. The building contains a total of 144,500
square feet of leasable parking space. Parking revenue totaled
approximately $595,000 or $700 per space or $4.12 per square foot in 1996.
In addition, 8,258 square feet located on the ground floor of the garage is
leased to a retail tenant under a 15-year lease. Revenue from the retail
lease during 1996 was $133,800 or $16.20 per square foot. In addition to
basic rent, the retail tenant is responsible for its prorata share of real
estate taxes and insurance. During 1996, $5,400 was collected from the
retail tenant for taxes and insurance.
The joint venture commercial property consists of a retail shopping center
containing approximately 163,000 square feet of net leaseable area. At the
end of 1996, the center was 88% occupied. Rental revenue totaled $733,000
for 1996. The average annual gross rental per occupied square foot was
$5.62. In addition to rental revenue, tenants are responsible for their
share of common area maintenance (CAM). During 1996, CAM collections from
tenants totaled $83,000.
Information regarding real estate debt is summarized in Note 13 of the
Notes to Consolidated Financial Statements. The detailed information is as
follows:
Balance at
Property Description Rate Maturity 12-31-96
- --------------------------------------------------------------------------
(In thousands)
Gillette, WY shopping center IRB 2.9%-4.55% 2016 $ 6,170
Olathe, KS vacant land Mortgage 8.625% 1997 1,194
------
Total $ 7,364
======
In management's opinion, the real estate properties are adequately covered
by insurance with coverages for real and personal property, commercial
general liability, commercial crime, garagekeepers legal liability,
earthquake, flood, windstorm and hail.
On March 3, 1997, Seafield distributed to its shareholders all of the
outstanding shares of common stock of its wholly-owned subsidiary, SLH
Corporation (SLH). In connection with this distribution and pursuant to a
Distribution Agreement between Seafield and SLH, Seafield transferred its
real estate and energy businesses and miscellaneous assets and liabilities,
including two wholly-owned subsidiaries, Scout Development Corporation
(Scout) and BMA Resources, Inc. (Resources), to SLH. Additionally, SLH
assumed liabilities relating to the transfer assets as well as certain
contingent Seafield liabilities, including Seafield's liability for
disputed income taxes which the Internal Revenue Service claims to be owed
by Seafield for its 1986-1990 tax years and which the State of California
claims to be owed for the 1987-1989 years. See Item 3 and Note 3 to
Consolidated Financial Statements for additional information.
As a result of the distribution, Seafield`s principal assets consist of its
stock holdings in LabOne and Response. See Note 5 to Consolidated
Financial Statements for additional information.
ITEM 2. PROPERTIES.
Properties of Registrant
Registrant had a long-term lease for approximately 13,674 square feet of
office space at 2600 Grand Boulevard in the Crown Center complex in Kansas
City, Missouri. This lease, which began April 1, 1992, is for a ten year
term with a right to cancel after seven years. Registrant's previously
owned real estate subsidiary held diversified types of properties for sale
or investment purposes in various geographical locations. In certain
cases, projects were developed on a joint venture basis with one or more
joint venture partners. Title to property in such cases may be held
jointly with such partners or in the name of the venture. Rights and
obligations with respect to such properties are governed by the terms of
the joint venture agreement. Registrant's real estate is described in
greater detail in Items 1 and 7 and Schedule III. The Registrant and
subsidiaries lease office space, equipment, land and buildings under
various noncancelable leases that expire over the next several years. See
Note 8 of the Notes to Consolidated Financial Statements for additional
lease information.
On March 3, 1997, Registrant distributed to its shareholders the stock of
SLH Corporation (SLH). In connection with this distribution, Registrant
transferred the office lease and the real estate subsidiary and other
assets and liabilities to SLH, subject to SLH agreeing to make necessary
office space available to the Registrant in the 2600 Grand Blvd. location
to the extent necessary to permit the Registrant to conduct its operations.
See Items 1 and 7 and Note 5 to Consolidated Financial Statements for
additional information regarding the SLH distribution.
ITEM 3. LEGAL PROCEEDINGS.
In 1986, a lawsuit was initiated in the Circuit Court of Jackson County,
Missouri by Seafield's former insurance subsidiary (i.e., Business Men's
Assurance Company of America) against Skidmore, Owings & Merrill ("SOM")
which is an architectural and engineering firm, and a construction firm to
recover costs incurred to remove and replace the facade on the former home
office building. Because the removal and replacement costs had been
incurred prior to the sale of the insurance subsidiary, Seafield negotiated
with the buyer for an assignment of the cause of action from the insurance
subsidiary. In September 1993, the Missouri Court of Appeals reversed a
$5.7 million judgment granted in 1992 in favor of Seafield; the Court of
Appeals remanded the case to the trial court for a jury trial limited to
the question of whether or not the applicable statute of limitations barred
the claim. The Appeals Court also set aside $1.7 million of the judgment
originally granted in 1992. In July 1996, this case was retried to a
judge. On January 21, 1997, the judge entered a judgment in favor of
Seafield. The amount of that judgment, together with interest is
approximately $5.8 million. Although the judgment has been appealed,
counsel for the Company expects that it will be difficult for the
defendants to cause the judgment to be reversed. The final outcome is not
expected for at least another year. Settlement arrangements with other
defendants have resulted in payments to plaintiff which have offset legal
fees and costs to date of approximately $478,000. Future legal fees and
costs can not reliably be estimated. Pursuant to the Distribution
Agreement, this matter was assigned to SLH Corporation.
In 1988, a lawsuit was initiated in the United States District Court for
the District of New Mexico against Seafield's former insurance subsidiary
by Lyon Development Company and Jeanne Lyon, d/b/a Lyon and Associates
Realty, its former partners in the Quail Run real estate project in Santa
Fe, New Mexico. The plaintiffs alleged that the project partnership
agreement was improperly terminated, thus denying them an ongoing interest
in the project, and the loss of their exclusive real estate brokerage
arrangement. The plaintiffs were seeking approximately $11 million in
actual damages and unspecified punitive damages based upon alleged breaches
of contract and fiduciary duty and economic compulsion. After a trial in
July 1994, the jury returned a verdict absolving Seafield of any liability.
Subsequent to the trial, the judge awarded Seafield approximately $250,000
in connection with marketing expenses which the plaintiffs were to have
repaid, and approximately $64,000 in legal costs, with interest until paid.
Total legal fees and costs incurred by Seafield and its former insurance
subsidiary have aggregated approximately $3.6 million. In February 1996,
the United States Court of Appeals for the Tenth Circuit affirmed the
jury's verdict in Seafield's favor, reversed the trial judge's award for
marketing expenses, and affirmed the trial judge's award of legal costs.
The plaintiffs did not seek a rehearing or review of the Appeals Court
affirmation of the verdict. In April 1996, plaintiffs paid the legal costs
awarded by the trial judge and affirmed by the Court of Appeals
(approximately $68,000, including interest). Because the Quail Run project
was retained by Seafield in connection with the sale of its former
insurance subsidiary, Seafield defended the lawsuit under an
indemnification arrangement with the purchaser of the former insurance
subsidiary; all costs incurred and any judgments rendered in favor of the
plaintiff have been for the account of Seafield.
In the opinion of management, after consultation with legal counsel and
based upon current available information, none of these lawsuits is
expected to have a material adverse impact on the consolidated financial
position or results of operations of Seafield.
Seafield has received notices of proposed adjustments (Revenue Agent's
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990
federal income taxes. These notices claim total federal income taxes due
for the entire five year period in the approximate net amount of
$13,867,000, exclusive of interest thereon.
The substantive issues raised in these notices for the years 1986-1990 are
primarily composed of the former television subsidiaries' amortization of
film rights, the sale of the stock of a former television station, certain
insurance company tax issues and a $27 million loss on the sale of a real
estate partnership interest.
The IRS' denial of film right amortization equates to approximately $10.5
million of the $13.9 million in additional taxes; provided that if the IRS
were to prevail on the amortization issues, the tax basis in the television
stations would be increased. This would have the effect of reducing income
taxes in connection with the stations' sales; all have been sold.
With respect to the loss on the sale of the real estate partnership
interest, the IRS has claimed that the sale did not occur during 1990, but
rather occurred after 1991. If the sale did not occur in 1990, then 1990
losses could not be carried back to 1987, to reduce Seafield's significant
taxable income in 1987.
Seafield has filed protests regarding the 1986-1990 notices of proposed
adjustments. Seafield is currently pursuing a compromise with the Appeals
Division of the IRS for the 1986-1989 years. The 1990 issues have not yet
been formally addressed at the Appeals Division but Seafield is advised by
IRS representatives that tax issues in all years under audit will be
addressed together. Resolution of these tax disputes may reasonably be
expected, but is not certain, during 1997.
In December 1996, the California state auditor sent Seafield an audit
report covering the 1987-1989 taxable years. The State of California has
determined to include, as a "unitary taxpayer," all majority owned non-life
insurance subsidiaries and joint ventures of Seafield. The auditor's
report has been forwarded to the California Franchise Tax Board for action.
The total amount of California state income taxes due for the 1987-1989
years is expected to be approximately $750,000. An accrual for the tax and
approximately $1 million of interest is included in Seafield's financial
statements at December 31, 1996. Pursuant to the Distribution Agreement,
SLH Corporation assumed all potential tax liabilities and interest thereon
regarding the California audit for the 1987-1989 tax years.
Pursuant to the Distribution Agreement, SLH Corporation assumed from
Seafield all of the contingent tax liabilities described above and acquired
all rights to refunds, plus any interest related to these tax years. SLH
Corporation also assumed all contingent liabilities and refunds related to
any issues raised by the IRS for the years 1986-1990 whose resolution may
extend to tax years beyond the 1990 tax year. Seafield believes that
adequate accruals for these income tax liabilities have been made in the
accompanying consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
None.
EXECUTIVE OFFICERS OF REGISTRANT.
Following is a list of all executive officers of Registrant as of March 1,
1997, together with certain related information. There are no arrangements
or understandings among any such persons and any other persons pursuant to
which any was selected as an officer. All such persons serve at the
discretion of the board of directors.
Served as Executive
Officer with
Name Age Position with Registrant Registrant Since
- ---------------------------------------------------------------------------
S.K. Fitzwater 50 Vice President, Chief Accounting 1990
Officer and Secretary (see note 1 below)
W.T. Grant II 46 Chairman and Chief Executive Officer 1980
(see note 2 below)
P.A. Jacobs 55 President and Chief Operating Officer 1980
(see note 3 below)
J.R. Seward 44 Executive Vice President and 1989
Chief Financial Officer (see note 4 below)
J.T. Clark 41 President and Chief Executive Officer 1996
of Response Oncology, Inc.
(see note 5 below)
Except as noted below, each executive officer of Registrant has held the
executive position noted with Registrant or similar positions with its
former insurance subsidiary as his principal occupation for the last five
years.
1. Steven K. Fitzwater has been Vice President and Chief Accounting
Officer since August 1990. On April 1, 1993, he assumed
the additional duties of Secretary of the Registrant.
2. William T. Grant II became Chairman of the Board and Chief
Executive Officer in May 1993. He had been President and Chief
Executive Officer since 1986. In October 1995, he also became the
Chairman, President and Chief Executive Officer of LabOne, Inc.
He is the son of W.D. Grant and the brother-in-law of John C.
Gamble, both of whom are Directors of Registrant.
3. P. Anthony Jacobs became President and Chief Operating Officer in
May 1993. He had been Executive Vice President and Chief
Operating Officer since 1990.
4. James R. Seward became Executive Vice President and Chief
Financial Officer in May 1993. He had been Senior Vice President
and Chief Financial Officer since August 1990.
5. Response Oncology, Inc. (Response) is 67% owned by the
Registrant. Effective February 1996, Registrant's board of
directors designated Joseph T. Clark as an Executive Officer of
Registrant because Response was determined to constitute a
principal business unit of Registrant and Mr. Clark became Chief
Executive Officer of Response in January 1996. Mr. Clark is not a
corporate officer of Registrant. Mr. Clark is President and Chief
Executive Officer of Response. Prior to 1996, Mr. Clark served as
Response's President since February 1993. Mr. Clark was formerly
the Executive Vice President and Chief Operating Officer of
Response from May 1989 to February 1993 and Secretary of Response
from September 1988 to February 1993.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Registrant's common stock is traded in the national over-the-counter market
and is listed in the NASDAQ National Market System maintained by the
National Association of Securities Dealers. As of March 7, 1997, the
outstanding shares were held by 1,929 stockholders of record. High and low
sales prices for each quarter of 1996 and 1995 are included in the table of
quarterly financial data in Note 14 of the Notes to Consolidated Financial
Statements. Also set forth in the table are quarterly dividends paid per
share. Registrant's payment of future dividends will be at the discretion
of its board of directors and can be expected to be dependent upon a number
of factors, including future earnings, financial condition, cash needs and
general business conditions. The dividend-paying capabilities of
subsidiaries may be restricted as to their transfer to the parent company.
ITEM 6. SELECTED FINANCIAL DATA
December 31, 1996 1995 1994 1993 1992
- --------------------------------------------------------------------------
(In thousands except share and per share amounts)
REVENUES $ 129,232 119,544 124,278 129,867 111,332
===============================================
OPERATING EARNINGS
Earnings (loss) from
continuing operations $ (3,544) (748) (1,872) 5,618 4,168
Loss from discontinued
real estate operations (1,452) (6,600) (2,904) -- (7,214)
Gain on disposal of
discontinued insurance
operations -- -- -- -- 4,265
Cumulative effect to
January 1, 1992 of
change in method of
accounting for
income taxes -- -- -- -- 3,352
-----------------------------------------------
Net earnings (loss) $ (4,996) (7,348) (4,776) 5,618 4,571
===============================================
PER SHARE OF COMMON STOCK
Earnings (loss) from
continuing operations $ (.55) (.12) (.29) .82 .55
Loss from discontinued
real estate operations (.22) (1.02) (.46) -- (.95)
Gain on disposal of
discontinued insurance
operations -- -- -- -- .56
Cumulative effect of
accounting change -- -- -- -- .44
-----------------------------------------------
Net earnings (loss) $ (.77) (1.14) (.75) .82 .60
===============================================
Cash dividends $ 1.20 1.20 1.20 1.20 1.20
Book value $ 26.84 28.96 31.50 33.52 34.00
Average shares
outstanding 6,481,943 6,374,952 7,589,043
during the year 6,454,068 6,847,559
Shares outstanding 6,483,934 6,378,261 6,706,165
end of year 6,461,061 6,733,245
Total assets $ 288,676 211,516 245,387 273,570 280,514
Long-term debt $ 39,611 -- 8 18 1,013
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Introductory remarks about results of operations
Seafield Capital Corporation's (Seafield or Registrant) principal assets
consist of majority ownership of LabOne, Inc. (LabOne) and Response
Oncology, Inc. (Response). Additionally Seafield had investments in real
estate, energy businesses and miscellaneous assets. On March 3, 1997,
Seafield distributed to its shareholders all of the outstanding shares of
common stock of its wholly-owned subsidiary, SLH Corporation (SLH). In
connection with this distribution and pursuant to a Distribution Agreement
between Seafield and SLH, Seafield transferred its real estate and energy
businesses and miscellaneous assets and liabilities to SLH. The spinoff
was accounted for as a 1997 dividend with no gain or loss recognition. As
a result of the distribution, Seafield's principal assets consist of its
stock holdings in LabOne and Response. See Item 1 and Note 5 to
Consolidated Financial Statements for additional information.
1996 Compared to 1995
Healthcare Services Segment:
The following businesses are included in 1996's healthcare services
segment: an comprehensive cancer management company and the clinical and
substance abuse laboratory testing services. During 1995's first nine
months, the radiopharmaceuticals and related nuclear medicine services were
also included in the healthcare services segment.
Response Oncology, Inc. (Response), a 56%-owned subsidiary of Seafield at
December 31, 1996, is a publicly-traded company (NASDAQ-ROIX). On February
26, 1997, Seafield converted its Response note receivable and accrued
interest into Response common stock. The conversion increased Seafield's
ownership to approximately 67% of Response shares outstanding.
Response is a comprehensive cancer management company. Response provides
advanced cancer treatment services through outpatient facilities known as
IMPACT Centers under the direction of practicing oncologists; owns the
assets of and manages the business aspects of oncology practices; and
conducts clinical cancer research on behalf of pharmaceutical
manufacturers. Approximately 350 medical oncologists are associated with
Response through these programs.
In 1990, Response began development of a network of specialized IMPACT
Centers to provide complex outpatient chemotherapy services under the
direction of practicing oncologists. The majority of the therapies
provided at the IMPACT Centers entail the administration of high-dose
chemotherapy coupled with peripheral blood stem cell support of the
patient's immune system. At December 31, 1996, Response's network
consisted of 47 IMPACT Centers, including 24 wholly-owned, 12 managed
programs, and 11 owned and operated in joint venture with a host hospital.
Prior to January 1996, Response derived substantially all of its revenues
from outpatient cancer treatment services through reimbursements from third
party payors on a fee-for-service or discounted fee-for-service basis.
During 1996, Response executed a strategy of practice management
diversification which included the affiliation of 38 physicians in 10
medical oncology practices in Florida and Tennessee. Response has
successfully achieved deep geographic penetration in those markets
believing that significant market share is crucial to achieving
efficiencies, revenue enhancements, and marketing of complete cancer
services to diverse payors including managed care. Pursuant to Service
Agreements, Response provides management services that extend to all
nonmedical aspects of the operations of the affiliated practices. Response
is responsible for providing facilities, equipment, supplies, support
personnel, and management and financial advisory services.
In its practice management relationships, Response has predominantly used
two models of Service Agreements: (i) an "adjusted net revenue" model; and
(ii) a "net operating income" model. Service Agreements utilizing the
adjusted net revenue concept provide for the payment by the physician group
out of practice net revenue, in the following order of payment (A)
physician retainage (i.e. physician compensation, benefits, and
prerequisites, including malpractice insurance) of between 24% and 50% of
net revenue (Physician Expense); (B) a clinic expense portion of the
management fee (the Clinic Expense Portion) equal to the aggregate actual
practice operating expenses exclusive of Physician Expense; and (C) a base
service fee portion (the Base Fee) of between 8.7% and 29.5% of net
revenue. In the event that net revenue is insufficient to pay all of the
foregoing in full, then the Base Fee is first reduced, followed by the
Clinic Expense Portion of the management fee, and finally, physician
retainage, therefore effectively shifting all operating risk to Response.
In each Service Agreement utilizing the adjusted net revenue model,
Response is entitled to a Performance Fee generally equal to 50% of Annual
Surplus, defined as the excess of practice revenue over the sum of
Physician Retainage, the Clinic Expense Portion, and the Base Fee.
Service Agreements utilizing the net operating income model provide for a
management fee equal to the sum of Clinic Expense Portion (see preceding
paragraph) plus a percentage (the Percentage Portion), ranging from 20% to
40%, of the net operating income of the practice (defined as net revenue
minus practice operating expenses). In those practice management
relationships utilizing the net operating income model Service Agreement,
Response and the physician group share the risk of expense increases and
revenue declines, but likewise share the benefits of expense savings,
economies of scale and practice enhancements.
Each Service Agreement contains a liquidated damages provision binding the
physician practice and the principals thereof in the event the Service
Agreement is terminated "for cause" by Response. The liquidated damages
are a declining amount, equal in the first year to the purchase price paid
by Response for practice assets and declining over a period of between 5
and 17.5 years. Principals are relieved of their individual obligations
for liquidated damages only in the event of death, disability, or
retirement at a predetermined age.
Response recorded net earnings of $900,000 for the year ended December 31,
1996, compared to net earnings of $2.3 million for the year ended December
31, 1995. Response's net revenue increased 52% to $67.3 million compared
to $44.3 million for the year ended December 31, 1995. Net revenue from
patient services decreased $400,000 from $33.8 million in 1995 to $33.4
million in 1996. Several jointly-owned IMPACT Centers became operational
during 1996 that minimized the effect of the closure of three wholly-owned
IMPACT Centers. These sites were closed due to affiliations by referring
physicians with another physician practice management company prior to
Response establishing its own practice management alternative for
oncologists. Practice management service fees from affiliations
consummated beginning in January 1996 were $19.3 million or 84% of the
overall increase in net revenue. Additionally, pharmaceutical sales to
physicians increased $3.7 million from $9.8 million in 1995 to $13.5
million in 1996. Practice management service fees and pharmaceutical sales
to physicians both carry a lower operating margin than Response's
traditional patient service revenue.
Response's EBITDA (earnings before interest, taxes, depreciation and
amortization) increased $3.3 million or 80% to $7.4 million for the year
ended December 31, 1996, in comparison to $4.1 million for the year ended
December 31, 1995. The increase is primarily due to the increase in
revenues related to the management service agreements with affiliated
physicians. EBITDA is a measure of cash flow used by management in the
day-to-day operations of the business. It is not intended to serve as a
substitute for operating income. Response's net earnings, however, reflect
significant non-cash expenses related to the amortization of the costs of
the Service Agreements.
Response's operating expenses increased $18.9 million, or 57%, from $32.9
million in 1995 to $51.8 million in 1996. Operating expenses consist
primarily of payroll costs, pharmaceutical and laboratory expenses, medical
director fees, rent expense, and other operational costs. Operating
expenses as a percentage of net revenue were 77% and 74% for the years
ended 1996 and 1995, respectively. The increase is primarily due to clinic
expenses incurred at the affiliated physician practices under Service
Agreements. The increase as a percentage of net revenue is due to the
lower margins realized on increased practice management service fees and
pharmaceutical sales to physicians. Response's lab and pharmacy expense,
which represents the largest component of operating expenses, increased
$11.6 million, or 62%, from 1995 to 1996. Payroll costs increased $2.8
million, or 42%, from 1995 to 1996. The increases are primarily related to
lab and pharmacy expenses and payroll costs at the affiliated physician
practices that were not included in Response's operating results in 1995.
Response's general and administrative costs increased $700,000, or 13%,
from $5.5 million in 1995 to $6.2 million in 1996. Salaries and benefits,
which represent the largest component of general and administrative
expenses, were $4.2 million in 1996 and $3.3 million in 1995. The increase
is primarily due to the addition of operational management personnel for
the practice management division and general increases in salaries and
benefits. General and administrative costs as a percentage of net revenue
were 9% and 12% in 1996 and 1995, respectively. The decrease as a
percentage of net revenue is due to the significant increase in the revenue
base from practice management service fees without a significant increase
in general and administrative costs.
Response's depreciation and amortization increased $1.8 million from $1.7
million in 1995 to $3.5 million in 1996. The increase is primarily
attributable to the amortization of the Service Agreements purchased in
practice management affiliations consummated during 1996.
Response's provision for doubtful accounts decreased $500,000 from $2.1
million in 1995 to $1.6 million in 1996. The provision as a percentage of
net revenue from patient services was 5% and 6% for 1996 and 1995,
respectively. The decrease is attributable to a higher proportion of
contracted patient accounts. Response's collection experience in 1996 and
1995 may not be indicative of future periods.
Response's other costs of $608,000 were primarily non-recurring costs
associated with Response's financing efforts in 1996.
LabOne, Inc. (LabOne), an 82% owned subsidiary of Seafield, is a publicly-
traded company (NASDAQ-LABS). LabOne changed its name from Home Office
Reference Laboratory, Inc. in February 1994. LabOne expanded into the
clinical laboratory testing market in May 1994. LabOne's clinical testing
services are provided to the healthcare industry to aid in the diagnosis
and treatment of patients. LabOne markets substance abuse testing to
Fortune 1000 companies, third party administrators and occupational health
providers.
LabOne's total revenue for the year ended December 31, 1996, was $59.4
million as compared to $57 million in 1995. The increase of $2.4 million
or 4% can be attributed to an increase in healthcare (clinical and
substance abuse testing) segment revenue of $4.1 million. Healthcare
revenue increased from $4.5 million in 1995 to $8.6 million in 1996 due to
continued expansion efforts.
LabOne's cost of sales increased $2.8 million (9%) for the year as compared
to the prior year. This increase is due primarily to increases in inbound
freight expense, kit expense and outside laboratory services. These were
partially offset by a decrease in rent expense due to the closing of
certain LabOne Service Center (LSC) locations in 1995. Healthcare cost of
sales expenditures for the year were $10.2 million as compared to $8.6
million in 1995.
As a result of the above factors, LabOne's gross profit for the year
decreased 1% from $27.1 million in 1995 to $26.7 million in 1996.
Healthcare results improved from a loss of $4.1 million in 1995 to a loss
of $1.6 million in 1996.
LabOne selling, general and administrative expenses decreased $1.2 million
(5%) in 1996 as compared to the prior year due primarily to decreases in
depreciation, travel, insurance and legal expenses. Healthcare overhead
expenditures increased from $5.8 million in 1995 to $7.6 million in 1996,
primarily due to an increase in allocated overhead and growth in healthcare
segment payroll.
LabOne operating income increased from $2.4 million in 1995 to $3.2 million
in 1996. The increase is partially attributable to a $700,000 decrease in
the healthcare segment operating loss.
LabOne non-operating income decreased $700,000 primarily due to a decrease
in investment income.
Another healthcare subsidiary, Pyramid Diagnostic Services, Inc. (Pyramid),
incurred a loss of $768,000 for the first nine months of 1995. Pyramid
entered bankruptcy proceedings in early October 1995 as a result of an
adverse $6 million judgment entered in a lawsuit against Pyramid.
Pyramid's bankruptcy proceedings are expected to be finalized in 1997. The
impact on Seafield's results of operations was the September 1995 write-off
of Seafield's investment in Pyramid by recording a pre-tax expense of
approximately $3.3 million and a corresponding tax benefit of $2.1 million
resulting in an after-tax $1.2 million charge to earnings. Included with
the Pyramid write-off was $2.3 million of goodwill. Seafield consolidated
Pyramid's nine months 1995 revenues of $7.6 million while expenses
consolidated in 1995 were $7.7 million. See Note 1 of Notes to
Consolidated Financial Statements for additional information.
Insurance Services Segment:
The following business is considered to be in the insurance services
segment in 1996: LabOne's risk-appraisal laboratory testing for the life
and health insurance industries. Additionally, during 1995's first six
months, the underwriting and policy administration services and insurance
premium finance services businesses were also included in the insurance
services segment.
LabOne provides risk-appraisal laboratory services to the insurance
industry. The tests performed by LabOne are specifically designed to
assist an insurance company in objectively evaluating the mortality and
morbidity risks posed by policy applicants. The majority of the testing is
performed on specimens of individual life insurance policy applicants.
Testing services are also provided on specimens of individuals applying for
individual and group medical and disability policies.
LabOne insurance segment revenue decreased in 1996 to $50.8 million from
$52.5 million in 1995, primarily due to a 6% reduction in revenue per
applicant, partially offset by an increase in insurance kit revenue. The
total number of applicants tested for the year was relatively the same as
in 1995.
LabOne operating income increased from $2.4 million in 1995 to $3.2 million
in 1996. The increase is partially attributable to a $200,000 increase in
the insurance segment operating income.
Other Segment:
Seafield's oil and gas subsidiary contributed revenues of $2.4 million in
1996 as compared to $2 million in 1995. Variances in the oil and gas
prices nationally impact operating results.
The other segment's revenues and expenses in 1995 included the operating
results of a real estate, personal property, sales and use taxes consulting
subsidiary--Tenenbaum and Associates, Inc. (TAI). On May 31, 1995, TAI
sold certain assets to Ernst & Young U.S. LP. TAI retained its accounts
receivable as of May 31, 1995. The agreement provides for Ernst & Young to
continue the work-in-process on current accounts (where formal or informal
protests have been filed but not yet resolved). Ernst & Young will earn a
fee for collecting the current accounts and will participate in net cash
collected on certain accounts after third party costs and Ernst & Young's
fees. During June 1995, TAI distributed its remaining assets to
shareholders and filed for dissolution.
Consolidated revenues in 1995 for TAI were $5.3 million while TAI expenses
consolidated in 1995 were $4.1 million. See Note 1 of Notes to
Consolidated Financial Statements for additional information.
Investment Income - Net:
Other investments contributing earnings include venture capital and
liquidity investments. The return on short-term investments is included in
the investment income line in the consolidated statements of operations.
Investment income totaled $5 million in 1996 and $4.4 million in 1995.
Investment income was higher in 1996 reflecting both realized and
unrealized holding gains/losses recorded on trading securities and improved
venture capital operating results. See Notes 1 and 9 of Notes to
Consolidated Financial Statements for additional investment information.
Interest Expense:
Interest expense increased in 1996 to $2.9 million from $124,000 in 1995.
Response's $1.8 million of interest expense was related to borrowings under
its Credit Facility and debt assumed and/or issued by Response in
connection with practice management affiliations. During 1996, Seafield
incurred $1 million of interest expense associated with a preliminary state
tax audit.
Other Income/(Loss):
The major components of other income/(loss) in 1995 included $1.1 million
of losses on subsidiary dispositions and a $3.4 million provision for
Pyramid's bankruptcy. This compares with $411,000 of other losses in 1996.
Taxes:
The consolidated effective tax rate in 1996 was impacted primarily by the
accrual of state income taxes, net of federal income tax benefit, resulting
from an ongoing California franchise tax audit for the 1987-1989 years.
Other items affecting the tax rate were non-deductible goodwill, a net
increase in deferred income tax valuation allowances, and the utilization
of tax net operating losses at Response. See Note 10 of Notes to
Consolidated Financial Statements for additional tax information.
Consolidated Results:
The combined effect of the above factors resulted in a 1996 net loss from
continuing operations of $3.5 million compared with a $748,000 net loss
from continuing operations in 1995.
1995 Compared to 1994
Healthcare Services Segment:
Response recorded net earnings of $2.3 million for the year ended December
31, 1995 compared to a loss of $2.3 million in 1994. The significant
improvement in operations in 1995 compared to 1994 is attributable to
increased revenues from the increased referrals of high-dose chemotherapy
patients, including the establishment of additional IMPACT Centers,
principally in joint venture with hospitals, and the further development of
physician investigator studies for the pharmaceutical industry. Net
revenue increased $6 million, or 16%, from 1994 to 1995. In addition to an
approximate $2 million increase in net revenues from services to patients
to $33.8 million in 1995, sales of pharmaceuticals to physicians increased
by $3.3 million to $9.8 million, and revenues from physician investigator
studies in 1995, the first year of significant revenues generated from this
source, amounted to $665,000.
Response's operating expenses increased $1.1 million, or 4%, from 1994 to
1995. Operating expenses consist primarily of payroll costs,
pharmaceutical and laboratory expenses, medical director fees, rent expense
and other operational costs. These expenses are expected to display a high
degree of variability in proportion to Center revenues. Operating expenses
as a percentage of net revenue were 74% and 83% for the years ended 1995
and 1994, respectively. This decrease is primarily attributable to
operating efficiencies at higher levels of Center activity and certain
fixed operating expenses being spread over a larger revenue base.
Response's lab and pharmacy expense, which represents the largest component
of operating expenses, increased $1.7 million, or 10%, from 1994 to 1995.
The increase is primarily due to an increase in patient referrals and
pharmaceutical supply expense related to sales to physicians. A reduction
in medical director fees and other operating expenses of $528,000 was
realized during 1995.
Response's general and administrative costs increased $1.2, million or 29%,
from 1994 to 1995. Salaries and benefits, which represent the largest
component of general and administrative expenses, were $3.3 million in 1995
and $2.2 million in 1994. The increase is primarily due to management
incentive compensation relative to significant improvement in operations
and general increases in salaries and benefits. General and administrative
costs as a percentage of net revenue were 12% and 11% in 1995 and 1994,
respectively.
Response's depreciation expense decreased $140,000 from 1994 to 1995. The
decrease is primarily attributable to many prior capital expenditures
becoming fully depreciated. Amortization expense decreased $249,000 from
1994 to 1995 due to the startup costs of many Centers being fully amortized
after a two-year operational period. The provision for doubtful accounts
decreased $422,000 from 1994 to 1995. The provision as a percentage of net
revenue was 5% and 7% for 1995 and 1994, respectively. The decrease is
attributable to a higher proportion of contracted patient accounts,
improved collections performance and an increase in revenues from physician
sales, hospital management fees, and contract research for which collection
is more certain. Collection experience in 1995 and 1994 may not be
indicative of future periods.
LabOne's clinical and substance abuse laboratory testing revenues were $4.5
million during 1995, as compared to $500,000 in 1994. LabOne's total cost
of sales for all services increased $900,000 (3%) in 1995 as compared to
1994. This increase is due to increases in payroll, outside lab services
related to clinical and substance abuse testing and LSC expenses. LSC
expenses increased due to the LSC expansion as well as a write-off for
closing non-performing locations. Healthcare cost of sales expenses were
$8.6 million during 1995, as compared to $4.0 million in 1994. Healthcare
overhead expenses were $5.8 million during 1995, as compared to $3.1
million in 1994. LabOne's 1995 healthcare segment operating loss increased
by $3.3 million to $9.9 million.
Another healthcare subsidiary, Pyramid incurred a loss of $768,000 for the
first nine months of 1995 compared to a loss of $572,000 for the twelve
months of 1994. Pyramid entered bankruptcy proceedings in early October
1995. The impact on Seafield's results of operations was the September
1995 write-off of Seafield's investment in Pyramid by recording a pre-tax
expense of approximately $3.3 million and a corresponding tax benefit of
$2.1 million resulting in an after-tax $1.2 million charge to earnings.
Included with the Pyramid write-off was $2.3 million of goodwill. Seafield
consolidated Pyramid's nine months 1995 revenues of $7.6 million compared
to $6.4 million of revenues in 1994. Expenses consolidated in 1995 were
$7.7 million compared to $6.2 million in 1994. See Note 1 of Notes to
Consolidated Financial Statements for additional information.
Insurance Services Segment:
LabOne's total revenues decreased approximately 6% in 1995 to $57.0 million
from $60.7 million in 1994 due to decreases in insurance laboratory and kit
revenue, partially offset by increases in healthcare laboratory revenues.
Insurance laboratory revenues declined due to decreases in the volume and
price of tests performed. The total number of insurance applicants tested
by LabOne during 1995 decreased 10% as compared to 1994. This decline was
due to market competition, a reduction in the total number of life
insurance applications written in the industry, and regulations restricting
the use of laboratory testing for underwriting of medical insurance.
Average revenue per applicant declined 5%, primarily due to a decrease in
prices as a result of continued competitive pressures. During the fourth
quarter 1994, LabOne initiated a price stabilization plan. The purpose of
the plan was to increase prices by promoting service. The initial result
of this action was a slight increase in the average revenue per applicant.
However, prices subsequently declined during 1995.
LabOne's total cost of sales increased $900,000 (3%) in 1995 as compared to
the prior year. This increase is due to increases in payroll and outside
lab services related to clinical and substance abuse testing and LSC
expenses. LSC expenses increased due to the LSC expansion as well as a
write-off for closing non-performing locations. These were partially offset
by decreases in Lab One Canada expenses due to closing the laboratory in
1994. Lab One Canada continues to market testing services with laboratory
testing performed in the United States.
In September 1995, LabOne reduced staff by 7% resulting in additional
expenses of $500,000. The work force reduction was considered necessary to
improve the cost structure of its insurance testing operations.
LabOne's selling, general and administrative expenses decreased $100,000 in
1995 as compared to the prior year, primarily due to expenses related to
the one-time restructuring charge of $1.6 million incurred in 1994.
Depreciation and maintenance expenses also declined in 1995. These
declines were partially offset by increases in commission, bad debt and
third party billing expenses. The above factors reduced LabOne's 1995
insurance segment operating income by $1.3 million to $12.4 million.
Agency Premium Resource, Inc. (APR) is an insurance premium finance company
serving independent insurance agents in 21 states. APR provides premium
financing for the commercial customers of these independent insurance
agents. On May 31, 1995 Seafield sold APR receiving approximately $800,000
in cash and $9.2 million in US Treasury Bills that matured in June 1995.
In 1995, APR's revenues consolidated by Seafield decreased to $1.6 million
from $3.7 million in 1994, reflecting the May 1995 sale of this subsidiary.
Correspondingly, consolidated costs and expenses decreased to approximately
$500,000 from $1.3 million in 1994. Prior to the sale, APR had increased
its securitized receivables by $1.5 million in 1995 compared with $4
million in 1994. See Notes 1 and 5 of Consolidated Financial Statements
for additional information.
International Underwriting Services, Inc. (IUS), offers turnkey
policyholder and underwriting services. This subsidiary operated only
within the life and health insurance industry and provided some or all of
the following services to its customers: product design, underwriting of
applicants, policy issuance, policy service, premium collection and payment
of commissions. On July 17, 1995, Seafield sold IUS receiving approximately
$2.1 million in cash. In 1995, IUS's revenues consolidated by Seafield
decreased to $1.8 million from $3.3 million in 1994, reflecting the July
1995 sale of this subsidiary. Correspondingly, consolidated costs and
expenses decreased to approximately $1.6 million from $3.2 million in 1994.
See Note 1 to Consolidated Financial Statements for additional information.
Other Segment:
Seafield's oil and gas subsidiary contributed revenues of $2 million in
1995 as compared to $3.1 million in 1994. Variances in the oil and gas
prices nationally impact operating results. Additionally, various oil and
gas partnerships production decreased in 1995.
The other segment's revenues and expenses in 1995 and 1994 included the
operating results of a real estate, personal property, sales and use taxes
consulting subsidiary--Tenenbaum and Associates, Inc. (TAI). On May 31,
1995, TAI sold certain assets to Ernst & Young U.S. LP. Consolidated
revenues in 1995 for TAI were $5.3 million compared to $8.9 million in 1994
while TAI expenses consolidated in 1995 were $4.1 million compared to $9.2
million in 1994. The decreases primarily reflect five months of operation
in 1995 compared with twelve months in 1994. See Note 1 of Notes to
Consolidated Financial Statements for additional information.
Investment Income - Net:
Other investments contributing earnings include venture capital and
liquidity investments. The return on short-term investments is included in
the investment income line in the consolidated statements of operations.
Investment income totaled $4.4 million in 1995 and $2.9 million in 1994.
Investment income was lower in 1994 primarily resulting from approximately
$2.2 million of unrealized holding losses recorded on trading securities
that were impacted by interest rate changes. See Notes 1 and 9 of Notes to
Consolidated Financial Statements for additional investment information.
Taxes:
The consolidated effective tax rates were primarily impacted by tax
benefits on subsidiary dispositions and non-deductibility of goodwill
amortization. See Note 10 of Notes to Consolidated Financial Statements for
additional tax information.
Other Income/(Loss):
The major components of other income/(loss) in 1995 included $1.1 million
of losses on subsidiary dispositions and a $3.4 million provision for
Pyramid's bankruptcy compared to $67,000 of other income in 1994.
Consolidated Results:
The combined effect of the above factors resulted in a 1995 net loss from
continuing operations of $748,000 compared with a $1.9 million net loss
from continuing operations in 1994.
Real Estate - discontinued operations
In 1992, Seafield's board of directors approved a plan to discontinue real
estate operations. As a result of this decision, a $6 million after-tax
loss provision for estimated write-downs and costs through final
disposition was included in the discontinued real estate's 1992 loss.
Additional after-tax losses of $2.9 million, $6.6 million, and $1.5 million
were recorded in 1994, 1995, and 1996, respectively. These losses resulted
from changes in estimated net realizable value based upon management's
analysis of recent sales transactions and other current market conditions.
See Item 1 and Note 13 of Notes to Consolidated Financial Statements for
additional information concerning discontinued real estate operations.
Real estate revenues were $16.3 million in 1996 compared with $11.5 million
in 1995 and $12 million in 1994. The real estate sales revenues in 1996
include the sale of 40 residential units in Florida and New Mexico ($14.8
million); 20 acres of land in Oklahoma ($275,000) and 1.5 acres of land in
Kansas ($580,000). The real estate sales revenues in 1995 include the sale
of 29 residential units or lots in Florida, Missouri, New Mexico and Texas
($7.9 million) and 302 acres of land in Kansas and Texas ($2.6 million).
The 1994 real estate sales revenue included the sale of 47 residential
units or lots in Florida, New Mexico and Texas ($10.4 million) and land in
California ($500,000).
At December 31, 1996, real estate holdings include residential land,
undeveloped land, single-family housing and commercial structures located
in the following states: Florida, Kansas, Nevada, New Mexico, Texas and
Wyoming, all of which are listed for sale. The total acreage consisted of
approximately 1,160 acres and approximately 68 lots or units for sale.
Real estate operations are influenced from period to period by several
factors including seasonal sales cycles for projects in Florida and New
Mexico.
Cost of the real estate sales in 1996 totaled $15.3 million, compared with
a cost of approximately $10.9 million in both 1995 and 1994, reflecting the
mix of real estate sold during each period as discussed above in the
revenue analysis. Real estate operating expenses totaled $2.7 million in
1996, compared with $3.2 million in 1995 and $4 million in 1994. The
decrease is attributable to a reduction in expenses associated with the
substantial completion of the residential projects.
Listed below is the status of the discontinued real estate operations as of
December 31, 1996:
Land:
North Ft. Worth, TX 297 acres sold, 547 acres listed for sale
Ft. Worth, TX 214 acres listed for sale
Houston, TX 1 acre sold, 30 lots sold, 370 acres and 37
lots listed for sale
Olathe, KS 5.5 acres sold, 16 acres listed for sale
Tulsa, OK 12 acres sold
Land Lease:
Honolulu, HI sold
San Diego, CA sold
Nashville, TN sold
Commercial:
Reno, NV listed for sale
Denver, CO sold
Gillette, WY listed for sale
Residential:
Juno Beach, FL last 2 units listed for sale
Juno Beach, FL last unit and 3 marina slips listed for sale
Santa Fe, NM last 25 units listed for sale with 6 of the
25 units under contract
Mazatlan, Mexico final sales remittance received in 1995
The net real estate asset amounts are influenced from period to period by
several factors including seasonal sales cycles for projects in Florida and
New Mexico, a decision at the end of 1993 to accelerate the build-out of
the New Mexico project and construction on the final three houses in
Florida.
Publicly-Traded Subsidiaries
Seafield has investments in two majority-owned entities that are publicly-
traded, LabOne and Response. At December 31, 1996, based on the market
prices of publicly-traded shares of these two subsidiaries, pretax
unrealized gains of approximately $163 million on these investments were
not reflected in either Seafield's book value or stockholders' equity.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1996 at the holding company level, Seafield had available
for operations approximately $26.3 million in cash and short-term
investments. Primarily as a result of investments in and loans to
Response, Seafield's working capital decreased $22 million during 1995 to
$24 million at December 31, 1996.
On a consolidated basis, Seafield and its subsidiaries (primarily LabOne
with $31.4 million) had $60.6 million in cash and short-term investments at
December 31, 1996. Current assets totaled approximately $109.1 million
while current liabilities totaled $27.9 million. Increases in other
current assets are related to receivables Response acquired through
practice management affiliations and amounts due from affiliated physicians
for practice management service fees. Current liabilities increased for
Response's amounts payable for operating expenses of practices under
management and liabilities assumed as consideration in the practice
management affiliations.
Net cash provided by continuing operations totaled $25.9 million in 1996
compared with $911,000 used in 1995. The increase reflects a $12.9 million
net decrease during 1996 (funds provided) in trading portfolios while
1995's increase in these trading portfolios used $11.8 million in funds.
Net cash used by investing activities totaled $40.4 million in 1996
primarily representing Response's use of funds to acquire the nonmedical
assets of the physician practices. Net cash provided by investing
activities totaled $9.5 million in 1995 related primarily to proceeds from
sale of subsidiaries by Seafield.
Net cash provided by financing activities totaled $12.3 million in 1996
compared with $9.6 million used in 1995. The change reflects proceeds from
long-term debt by Response net of payments on long-term debt.
In August 1990, Seafield's board of directors rescinded a previous
authorization and passed a new authorization of up to $70 million for the
acquisition of Seafield and LabOne common stock. Up to $20 million of this
authorization could be utilized to purchase LabOne stock.
In January 1994, Seafield's board of directors approved an additional $8.4
million authorization necessary to complete an acquisition of 382,350
Seafield shares for $13 million. During 1996, treasury stock issued for
exercised options totaled 22,873 shares.
In 1994, Seafield expended $722,000 to acquire 44,200 shares of LabOne
stock resulting in a total of 1,462,200 shares of LabOne's stock acquired
under the board authorizations at a cost of $17.3 million. No acquisitions
of LabOne stock were made during 1995 or 1996. At December 31, 1996, the
remaining aggregate authorization totals $7.7 million.
Seafield is primarily a holding company. Sources of cash are investment
income and sales, borrowings and dividends from subsidiaries. The dividend
paying capabilities of subsidiaries may be restricted as to their transfer
to the parent company. The primary uses of cash for Seafield are
investments, subsidiary stock purchases and dividends to shareholders.
Seafield has received notices of proposed adjustments (Revenue Agent's
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990
federal income taxes. These notices claim total federal income taxes due
for the entire five year period in the approximate net amount of
$13,867,000, exclusive of interest thereon.
The substantive issues raised in these notices for the years 1986-1990 are
primarily composed of the former television subsidiaries' amortization of
film rights, the sale of the stock of a former television station, certain
insurance company tax issues and a $27 million loss on the sale of a real
estate partnership interest. The IRS' denial of film right amortization
equates to approximately $10.5 million of the $13.9 million in additional
taxes; provided that if the IRS were to prevail on the amortization issues,
the tax basis in the television stations would be increased. This would
have the effect of reducing income taxes in connection with the stations'
sales; all have been sold.
With respect to the loss on the sale of the real estate partnership
interest, the IRS has claimed that the sale did not occur during 1990, but
rather occurred after 1991. If the sale did not occur in 1990, then 1990
losses could not be carried back to 1987, to reduce Seafield's significant
taxable income in 1987.
Seafield has filed protests regarding the 1986-1990 notices of proposed
adjustments. Seafield is currently pursuing a compromise with the Appeals
Division of the IRS for the 1986-1989 years. The 1990 issues have not yet
been formally addressed at the Appeals Division but Seafield is advised by
IRS representatives that tax issues in all years under audit will be
addressed together. Resolution of these tax disputes may reasonably be
expected, but is not certain, during 1997. Seafield believes that it has
meritorious defenses to many of the substantive issues raised by the IRS,
and adequate accruals for income tax liabilities.
In December 1996, the California state auditor sent Seafield an audit
report covering the 1987-1989 taxable years. The State of California has
determined to include, as a "unitary taxpayer," all majority owned non-life
insurance subsidiaries and joint ventures of Seafield. The auditor's
report has been forwarded to the California Franchise Tax Board for action.
The total amount of California state income taxes due for the 1987-1989
years is expected to be approximately $750,000. An accrual for the tax and
approximately $1 million of interest in included in Seafield's financial
statements at December 31, 1996. Pursuant to the Distribution Agreement,
SLH assumed all potential tax liabilities and interest thereon regarding
the California audit for the 1987-1989 tax years.
Pursuant to the Distribution Agreement, SLH assumed from Seafield all of
the contingent tax liabilities described above and acquired all rights to
refunds, plus any interest related to these tax years. SLH Corporation
also assumed all contingent liabilities and refunds related to any issues
raised by the IRS for the years 1986-1990 whose resolution may extend to
tax years beyond the 1990 tax year.
LabOne paid quarterly dividends during 1996, 1995 and 1994. As an 82%
owner, Seafield received $7.7 million of cash as dividends from LabOne in
1996. LabOne's working capital position declined from $44.2 million at
December 31, 1995, to $38.8 million at December 31, 1996. This decrease is
the result of dividends paid and capital additions exceeding net cash
provided by operations. LabOne's cash and investments totaled $31.9
million at December 31, 1996, and LabOne expects to fund operations,
capital asset additions, treasury stock purchases, if any, and future
dividend payments from a combination of cash flow and cash reserves.
LabOne had no short-term borrowings during 1996.
Response's working capital at December 31, 1996, was $14.6 million with
current assets of $31.7 million and current liabilities of $17.1 million.
Cash and cash equivalents and short-term investments represented $400,000
of Response's current assets.
In April 1996, Response obtained an unsecured $10 million loan from
Seafield bearing interest at the rate of prime plus 1%, which after August
1, 1996, became convertible at the election of Seafield into shares of
Response's common stock. Proceeds of the loan were used to finance a
practice management affiliation. The loan was exchanged for 909,090 shares
of common stock during August 1996.
In May 1996, Response entered into a $27.5 million Bank Credit Facility to
fund Response's acquisition and working capital needs and to repay an
existing facility. The Credit Facility, comprised of a $22 million
Acquisition Facility and a $5.5 million Working Capital Facility, is
collateralized by the common stock of Response's subsidiaries. The
Acquisition Facility matures May 31, 1998, and bears interest at a variable
rate equal to LIBOR plus a spread between 1.5% and 2.625%, depending upon
borrowing levels. The Working Capital Facility matures May 30, 1997,
subject to a one-year extension, and bears interest at a variable rate
equal to LIBOR plus a spread between 1.875% and 2.375%. At December 31,
1996, $20.9 million aggregate principal was outstanding under the Credit
Facility with a current interest rate of approximately 7.7%. Response's
available credit under the Credit Facility at December 31, 1996 was
$200,000. The Credit Facility contains affirmative and negative covenants
which, among other things, require Response to maintain certain financial
ratios, including minimum fixed charges coverage, funded debt to EBITDA,
net worth and current ratio. As of December 31, 1996, Response was in
compliance with the covenants included in the Credit Facility.
Response has received a commitment to increase the Credit Facility to $45
million. Response anticipates that working capital generated from
operations and anticipated availability under the Credit Facility will be
adequate to expand the IMPACT Center network, manage the practices with
which Response has affiliated, and to make certain strategic acquisitions
for the next 12 months. Response's acquisition strategy is dependent upon
capital resources in excess of working capital generated from operations
and currently available credit facilities.
Response issued long-term unsecured amortizing promissory notes bearing
interest at rates from 4% to 9% as partial consideration for the practice
management affiliations. Principal and interest under the long-term notes
may, at the election of the holders, be paid in shares of common stock of
Response based upon conversion rates ranging from $13.75 to $17.50. The
unpaid principal amount of the long-term notes was $26.5 million at
December 31, 1996.
In October 1996, Response procured a $23.5 million credit facility from
Seafield (the Seafield Facility) to finance acquisitions and for working
capital. At December 31, 1996, $22.5 million was outstanding under the
Seafield Facility at an interest rate of 8%. On February 26, 1997, the
$23.5 million loan and accrued interest of $664,000 was converted into
3,020,536 shares of Response's common stock at a rate of $8 per share.
On July 17, 1996, Response filed a registration statement with the
Securities and Exchange Commission with respect to the public offering of
5.3 million shares of its common stock, $.01 par value per share. Because
of market conditions subsequent to filing, Response chose not to pursue the
public offering and sought acquisition financing from the aforementioned
sources.
Response's capital expenditures of $1.4 million for the year ended December
31, 1996, were primarily associated with the expansion of Response's
network of IMPACT Centers. No material commitments for capital
expenditures currently exist.
Response is committed to future minimum lease payments under operating
leases of $18.7 million for administrative and operational facilities.
TRENDS
The following is LabOne's analysis of certain existing trends that have
been identified as potentially affecting the future financial results of
LabOne. Due to the potential for a rapid rate of change in any number of
factors associated with the insurance and healthcare laboratory testing
industries, it is difficult to quantify with any degree of certainty
LabOne's future volumes, sales or net earnings.
In the last several years there has been a decline in the number of life
insurance applications written in the industry. In addition, the insurance
laboratory testing industry continues to be highly competitive. The primary
focus of the competition has been on pricing. LabOne continues to maintain
its market leadership by providing quality products and services at
competitive prices. Management expects that prices will continue to
decline during 1997 due to competitive pressures. This trend may have a
continuing material impact on earnings from operations.
During June 1996, the FDA approved an oral fluid Western blot test as a
confirmation for the oral fluid HIV-1 antibody test. This allows for the
initial screen and the Western blot confirmation test to be performed on
the same specimen. Due to the lower collection expense associated with
oral fluid collection devices, the potential exists for an expansion of the
testing market. Currently, there are approximately 13.5 million individual
life insurance policies sold in the United States annually. However,
laboratory services are provided on only approximately 4.5 million of these
policy applicants. The non-invasive nature of oral specimen collection
allows for low cost collection, making testing much more affordable on
smaller face value insurance policies. Conversely, the device also has the
potential to cannibalize part of the existing blood and urine testing
market. The net impact of oral fluid testing cannot be determined at this
time.
During 1996, the FDA approved two home-based collection kits for HIV-1
testing. These products allow individuals to confidentially determine
their HIV status prior to applying for insurance. To avoid insuring these
high-risk applicants, the insurance companies may elect to lower the
threshold at which laboratory tests are requested to prevent writing
policies on HIV-positive applicants. Most insurance laboratory testing is
performed on policies of $100,000 or greater, representing about one-third
of all policy applicants. The $25,000 to $99,999 range represents
approximately one-quarter of current insurance policy applicants. The
potential exists for a significant expansion of laboratory testing for
lower policy amounts. Several clients have indicated that they plan to
test a higher percentage of their applicants in 1997 because of these new
HIV testing products. The net impact of these potential changes cannot be
determined at this time.
Effective January 30, 1997, LabOne acquired certain assets, including
customer lists, of GIB Laboratories, Inc., a subsidiary of Prudential
Insurance Company of America. Concurrently, Prudential's Individual
Insurance Group agreed to use LabOne as its exclusive provider of risk
assessment testing services. At the time of the purchase, GIB served
approximately 5% of the insurance laboratory testing market.
LabOne entered the clinical and SAMHSA-certified substance abuse testing
markets during 1994. LabOne continues to add new customers in both fields.
LabOne's Lab Card Program covered approximately 1.1 million lives as of
January 1, 1997, including The Guardian Life Insurance Company of America
(The Guardian) and Principal Healthcare of Kansas City (Principal).
Additionally, LabOne had a signed backlog of more than 300,000 additional
lives to be covered by the Program.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 128 "Earnings per Share" is
required to be implemented for both interim and annual periods ending after
December 15, 1997. The adoption of this standard is not expected to have
any significant impact on Seafield's financial position or results of
operations.
Statement of Financial Accounting Standards No. 129 "Disclosure of
Information about Capital Structure" is required to be implemented for
periods ending after December 15, 1997. The adoption of this standard is
not expected to have any significant impact on Seafield's financial
position or results of operations.
No other recently issued accounting standards presently exist which will
require adoption in future periods.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Part III
ITEM 10. DIRECTORS OF THE REGISTRANT.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 11. EXECUTIVE COMPENSATION.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See Cross Reference Sheet, "Documents Incorporated by Reference."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Cross Reference Sheet, "Documents Incorporated by Reference."
Cross Reference Sheet To Documents Incorporated By Reference PART III
Item 10. Directors and Executive Proxy Statement relating to Annual
Officers of the Company Meeting of Shareholders to be held
May 14, 1997, under the caption
"Election of Directors - Nominees
and Directors whose terms expire in
1998 and 1999."
Item 11. Executive Compensation Proxy Statement relating to Annual
Meeting of Shareholders to be held
May 14, 1997, under the captions
"Election of Directors -
Compensation of Executive
Officers."
Item 12. Security Ownership of Proxy Statement relating to Annual
Certain Beneficial Meeting of Shareholders to be held
Owners and Management May 14, 1997, under the captions
"Election of Directors - Security
Ownership of Management and
Security Ownership of Certain
Beneficial Owners."
Item 13. Certain Relationships Proxy Statement relating to Annual
and Related Meeting of Shareholders to be held
Transactions May 14, 1997, under the caption
"Election of Directors - Certain
Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1996 and 1995
Consolidated Statements of Operations -
Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity -
Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -
Years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
II. Valuation and Qualifying Accounts and Reserves -
Years ended December 31, 1996, 1995 and 1994
III. Real Estate and Accumulated Depreciation - December 31, 1996
All other schedules are omitted because they are not applicable or the
information is given in the financial statements or notes thereto.
Portions of Registrant's Proxy Statement for use in connection with the
1997 Annual Meeting of Shareholders are incorporated by reference into
Part III of this report, if such Proxy Statement is filed with the
Securities and Exchange Commission on or before April 30, 1997. If such
Proxy Statement is not filed by such date, the information required to
be presented in Part III will be filed as an amendment to this report.
(3) Exhibits required by Item 601 of Regulation S-K (see Index to
Exhibits in paragraph (c) infra.)
(b) Reports on Form 8-K.
A Form 8-K current report dated December 5, 1996 was filed with the
Commission reporting under Other Events the agreement by the
Registrant's 82% owned subsidiary, LabOne, Inc., to acquire selected
assets, including customer lists, of Gib Laboratories, Inc., a
subsidiary of Prudential Insurance Company of America. Concurrently,
Prudential's Individual Insurance Group agreed to use LabOne as its
exclusive provider of risk assessment testing services.
The following reports all related to practice acquisitions by the
Registrant's subsidiary, Response Oncology, Inc., and were filed on the
dates indicated:
(a) Form 8-K/A (Amendment No. 2) filed October 17, 1996 (Rymer,
Zaravinos & Faig, M.D., P.A.)
(b) Form 8-K filed October 21, 1996 and Form 8-K/A (Amendment No. 1)
filed November 7, 1996 (The Center for Hematology-Oncology,
P.A.)
(c) Form 8-K filed November 5, 1996 and Form 8-K/A (Amendment No. 1)
filed November 7, 1996 (Hematology Oncology Associates of the
Treasure Coast, P.A.)
(d) Form 8-K/A (Amendment No. 1) filed November 13, 1996 (Rosenberg
& Kalman, M.D., P.A.)
(c) Index to Exhibits (Exhibits follow the Schedules);
2.1 Distribution Agreement, dated December 20, 1996, between the
Registrant and SLH Corporation (filed as Exhibit 2(a) to SLH
Corporation's Form 10/A (Amendment No. 1) filed February 4,
1997 (File No. 0-21911) and incorporated herein by reference).
2.2 Blanket Assignment, Bill of Sale, Deed and Assumption
Agreement, dated as of February 28, 1997, between the
Registrant and SLH Corporation (filed as Exhibit 2(b) to SLH
Corporation's Form 10/A (Amendment No. 1) filed February 4,
1997 (File No. 0-21911) and incorporated herein by reference).
3.1 Registrant's Articles of Incorporation, as amended (filed as
Exhibit 3.1 to Amendment No. 1 to Registrant's Registration
Statement on Form S-4, filed April 8, 1988 (File No. 33-20298)
and incorporated herein by reference).
3.2 Amendment to Registrant's Articles of Incorporation, effective
May 15, 1991, (filed as Exhibit 3(b) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 (File
No. 0-16946) and incorporated herein by reference).
3.3 Registrant's Bylaws, as amended (filed as Exhibit 3(c) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).
4.1 Form of Rights Agreement dated April 5, 1988, between
Registrant and Morgan Shareholder Services Trust Company, as
Rights Agent (filed as Exhibit 4.1 to Amendment No. 1 to
Registrant's Registration Statement on Form S-4, filed April 8,
1988 (File No. 33-20298) and incorporated herein by reference).
4.2 Form of Certificate of Serial Designation of Series A Preferred
Stock (filed as Exhibit 4.2 to Amendment No. 1 to Registrant's
Registration Statement on Form S-4, filed April 8, 1988, (File
No. 33-20298) and incorporated herein by reference).
4.3 Amendment No. 1 to the Rights Agreement, dated November 14,
1988, between Registrant and Morgan Shareholder Services Trust
Company, as Rights Agent (filed as Exhibit 1 to the
Registrant's current report on Form 8-K filed November 18, 1988
(File No. 0-16946) and incorporated herein by reference).
4.4 Amendment No. 2 to the Rights Agreement, dated May 15, 1991,
between Registrant and First Chicago Trust Company of New York,
as Rights Agent (filed as Exhibit 4(d) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 (File
No. 0-16946) and incorporated herein by reference).
4.5 Notice and Agreement Respecting Removal of Rights Agent and
Appointment of Successor Rights Agent (filed as Exhibit 4(e) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 0-16946) and incorporated herein by
reference).
10.1 Registrant's 1984 Stock Option Incentive Plan, as amended
(filed as Exhibit 10(b) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1990 (File No. 0-16946)
and incorporated herein by reference).**
10.2 Amendment to Registrant's 1984 Stock Option Incentive Plan,
effective August 17, 1992 (filed as Exhibit 10(b) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).**
10.3 Amendment to Registrant's 1984 Stock Option Incentive Plan,
effective August 2, 1995 (filed as Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 0-16946) and incorporated herein by reference).**
10.4 Registrant's 1989 Stock Option and Incentive Plan (filed as
Exhibit 28 to Registrant's Registration Statement on Form S-8
filed April 17, 1989 (File No. 33-28150) and incorporated
herein by reference).**
10.5 Amendment to Registrant's 1989 Stock Option and Incentive Plan,
effective February 20, 1991 (filed as Exhibit 10(d) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990 (File No. 0-16946) and incorporated herein by
reference).**
10.6 Amendment to Registrant's 1989 Stock Option and Incentive Plan,
effective January 20, 1995 (filed as Exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-16946) and incorporated herein by
reference).**
10.7 Amendment to Registrant's 1989 Stock Option and Incentive Plan,
effective August 2, 1995 (filed as Exhibit 10.7 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 0-16946) and incorporated herein by reference).**
10.8 Registrant's 1991 Non-Employee Directors' Stock Option Plan and
form of Stock Option Agreement, effective May 15, 1991 (filed
as Exhibit 10(e) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1991 (File No. 0-16946) and
incorporated herein by reference).***
10.9 Amendment No. 1 to Registrant's 1991 Non-Employee Directors'
Stock Option Plan, dated November 10, 1993 (filed as Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 0-16946) and incorporated
herein by reference).***
10.10 Amendment to Registrant's 1991 Non-Employee Directors'
Stock Option Plan, effective August 2, 1995 (filed as Exhibit
10.10 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-16946) and incorporated
herein by reference).***
10.11 Registrant's Stock Purchase Plan, as amended (filed as Exhibit
10(e) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990 (File No. 0-16946) and incorporated
herein by reference).***
10.12 Amendment to Registrant's Stock Purchase Plan, effective May
15, 1991 (filed as Exhibit 10(g) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991 (File No.
0-16946) and incorporated herein by reference).***
10.13 Amendment to Registrant's Stock Purchase Plan effective August
17, 1992 (filed as Exhibit 10(h) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 (File No.
0-16946) and incorporated herein by reference).***
10.14 Amendment to Registrant's Stock Purchase Plan effective August
2, 1995 (filed as Exhibit 10.14 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995 (File No.
0-16946) and incorporated herein by reference).***
10.15 Supplemental Retirement Agreement between the Registrant and P.
Anthony Jacobs, President of Registrant (filed as Exhibit 10(i)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).**
10.16 * Amendment to Supplemental Retirement Agreement between the
Registrant and P. Anthony Jacobs, President of Registrant,
dated January 2, 1997.**
10.17 Consulting Agreement, dated as of August 1, 1990, First
Amendment to Consulting Agreement, dated as of January 1, 1992,
and Second Amendment to Consulting Agreement, dated as of
January 1, 1993, each between the Registrant and W.D. Grant,
director of the Registrant (filed as Exhibit 10(j) to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 0-16946) and incorporated herein by
reference).***
10.18 Form of Supplemental Retirement Agreement between the
Registrant and certain corporate/executive officers (filed as
Exhibit 10(k) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992 (File No. 0-16946) and
incorporated herein by reference).**
10.19 * Prepayment, Release and Discharge Agreement between Registrant
and W. D. Grant, a director of Registrant, dated January 2,
1997.***
10.20 Form of Termination Compensation Agreement between the
Registrant and corporate/executive officers (filed as Exhibit
10(g) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990 (File No. 0-16946) and incorporated
herein by reference).**
10.21 Form of Amendment No. 1 to Termination Compensation Agreement,
dated January 20, 1995, between the Registrant and corporate/
executive officers (filed as Exhibit 10.16 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994
(File No. 0-16946) and incorporated herein by reference).**
10.22 Form of Amendment No. 2 to Termination Compensation Agreement,
dated February 14, 1996, between the Registrant and corporate/
executive officers (filed as Exhibit 10.21 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 0-16946) and incorporated herein by reference).**
10.23 Form of Indemnification Agreement between Registrant and its
directors and corporate/executive officers (filed as Exhibit
10(i) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989 (File No. 0-16946) and incorporated
herein by reference).
10.24 Form of Severance Agreement, dated February 14, 1996, between
the Registrant and corporate/executive officers (filed as
Exhibit 10.23 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 0-16946) and
incorporated herein by reference).**
10.25 Services Agreement, dated January 1, 1993, among Registrant and
LabOne, Inc., relating to services and other matters among the
parties (filed as Exhibit 10.17 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 (File No.
0-16946) and incorporated herein by reference).
10.26 1985 Stock Option Plan of Response Oncology, Inc., as
amended (filed as Exhibit 10(q) to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 (File No.
0-16946) and incorporated herein by reference).**
10.27 1990 Non-Qualified Stock Option Plan of Response Oncology,
Inc., as amended through December 31, 1992 (filed as Exhibit
10(r) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 (File No. 0-16946) and incorporated
herein by reference).**
10.28 Amendment No. 2 to 1990 Non-Qualified Stock Option Plan of
Response Oncology, Inc., effective April 1995 (filed as Exhibit
10.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-16946) and incorporated
herein by reference).**
10.29 * Amendment No. 3 to 1990 Non-qualified Stock Option Plan of
Response Oncology, Inc. adopted December 16, 1995 (filed as
part of the Response Oncology, Inc. Registration Statement on
Form S-8 (File No. 333-14371) effective October 11, 1996 and
incorporated herein by reference).**
10.30 Employment Agreement effective July 1, 1995 between Response
Oncology, Inc. and Joseph T. Clark, an executive officer of
Registrant (filed as Exhibit 10.29 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 (File
No. 0-16946) and incorporated herein by reference).**
10.31 Long-Term Incentive Plan of LabOne, Inc., approved May 16, 1991
with amendments adopted May 21, 1993 and November 9, 1993
(filed as Exhibit 10.21 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 0-16946)
and incorporated herein by reference).**
10.32 Amendment to LabOne's Long Term Incentive Plan, effective
February 10, 1995 (filed as Exhibit 10.31 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 0-16946) and incorporated herein by reference).**
10.33 LabOne's Stock Plan for non-employee directors (filed as
Exhibit 10.23 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 (File No. 0-16946)
and incorporated herein by reference).**/***
10.34 LabOne's Annual Incentive Plan (filed as Exhibit 10.6 to
LabOne, Inc. Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 0-15975) and incorporated herein by
reference).**
10.35 Facilities Sharing and Interim Services Agreement, dated as of
February 28, 1997, between the Registrant and SLH Corporation
(filed as Exhibit 10(a) to SLH Corporation's Registration
Statement on Form 10/A (Amendment No. 1) filed February 4,1997
(File No. 0-21911) and incorporated herein by reference).
10.36 Tax Sharing Agreement, dated as of February 28, 1997, between
the Registrant and SLH Corporation (filed as Exhibit 10(b) to
SLH Corporation's Registration Statement on Form 10/A
(Amendment No. 1) filed February 4, 1997 (File No. 0-21911) and
incorporated herein by reference).
10.37 Form of the Stock Purchase Agreement by and among Response
Oncology, Inc., Stockholders of Oncology Hematology Group of
South Florida, P.A. and South Florida Oncology Hematology
Associates, P.A. dated December 28, 1995 (filed as Exhibit 1 to
Registrant's Current Report on Form 8-K dated January 17, 1996
(File No. 0-16946) and incorporated herein by reference).
10.38 Form of the Service Agreement between Response Oncology, Inc.
and Oncology Hematology Group of South Florida, P.A. dated
January 2, 1996 (filed as Exhibit 2 to Registrant's Current
Report on Form 8-K dated January 17, 1996 (File No. 0-16946)
and incorporated herein by reference).
10.39 Form of the Purchase and Sale Agreement by and among Response
Oncology, Inc., Knoxville Hematology Oncology Associates and
Partners of Knoxville Hematology Oncology Associates dated
April 12, 1996 (filed as Exhibit 99.1 to Registrant's Current
Report on Form 8-K dated May 1, 1996 (File No. 0-16946) and
incorporated herein by reference).
10.40 Form of the Service Agreement between Response Oncology, Inc.,
Knoxville Hematology Oncology Associates, P.L.L.C. and Members
of Knoxville Hematology Oncology Associates, P.L.L.C. dated
April 12, 1996 (filed as Exhibit 99.2 to Registrant's Current
Report on Form 8-K dated May 1, 1996 (File No. 0-16946) and
incorporated herein by reference).
10.41 Form of the Stock Purchase Agreement by and among Response
Oncology, Inc., Jeffrey L. Paonessa, M.D. and J. Paonessa,
M.D., P.A. dated as of June 19, 1996 (filed as Exhibit 99.1 to
Registrant's Current Report on Form 8-K dated June 20, 1996
(File No. 0-16946) and incorporated herein by reference).
10.42 Form of the Service Agreement by and among Response Oncology,
Inc., Jeffrey L. Paonessa, M.D. and J. Paonessa, M.D., P.A.
dated as of June 19, 1996 (filed as Exhibit 99.1 to
Registrant's Current Report on Form 8-K/A (Amendment No. 1)
dated June 20, 1996 (File No. 0-16946) and incorporated herein
by reference).
10.43 Form of the Stock Purchase Agreement by and among Response
Oncology, Inc. and Stockholders of Rymer, Zaravinos & Faig,
M.D., P.A. dated July 1, 1996 (filed as Exhibit 99.1 to
Registrant's Current Report on Form 8-K dated July 8, 1996
(File No. 0-16946) and incorporated herein by reference).
10.44 Form of the Service Agreement between Response Oncology of
Fort. Lauderdale, Inc., Southeast Florida Hematology Oncology
Group, P.A. and Stockholders of Southeast Florida Hematology
Oncology Group, P.A. dated July 1, 1996 (filed as Exhibit 99.2
to Registrant's Current Report on Form 8-K dated July 8, 1996
(File No. 0-16946) and incorporated herein by reference).
10.45 Form of the Stock Purchase Agreement among Response Oncology,
Inc., Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. dated
as of September 1, 1996 (filed as Exhibit 10(a) to Registrant's
Current Report on Form 8-K dated September 3, 1996 (File No.
0-16946) and incorporated herein by reference).
10.46 Form of the Service Agreement among Response Oncology, Inc.,
Rosenberg & Kalman, M.D., P.A. and Stockholders of R & K, M.D.,
P.A. dated as of September 1, 1996 (filed as Exhibit 10(b) to
Registrant's Current Report on Form 8-K dated September 3, 1996
(File No. 0-16946) and incorporated herein by reference).
10.47 Form of the Asset Purchase Agreement by and among Response
Oncology, Inc., Stockholders of The Center for Hematology-
Oncology, P.A. and The Center for Hematology-Oncology, P.A.
dated as of October 1, 1996 (filed as Exhibit 10(a) to
Registrant's Current Report on Form 8-K dated October 4, 1996
(File No. 0-16946) and incorporated herein by reference).
10.48 Form of the Stock Purchase Agreement by and among Response
Oncology, Inc., Stockholders of Hematology Oncology Associates
of the Treasure Coast, P.A. and Hematology Oncology Associates
of the Treasure Coast, P.A. dated as of October 1, 1996 (filed
as Exhibit 10(a) to Registrant's Current Report on Form 8-K
dated October 22, 1996 (File No. 0-16946) and incorporated
herein by reference).
10.49 * Loan Agreement dated May 31, 1996 between Response Oncology,
Inc., NationsBank of Tennessee, N.A. and Union Planters
National Bank.
10.50 * Subordination Agreement dated June 18, 1996 by and among
Registrant, Response Oncology, Inc., NationsBank of Tennessee,
N.A. and Union Planters National Bank (filed as Exhibit 99.3 to
Registrant's Schedule 13D/A (Amendment No. 7) dated June 2,
1996 and incorporated herein by reference).
10.51 * Adjustable Rate Convertible Note made by Response Oncology,
Inc. payable to Registrant dated April 12, 1996 (filed as
Exhibit 99.1 to Registrant's Schedule 13D/A (Amendment No. 7)
dated June 2, 1996 and incorporated herein by reference).
10.52 * Loan Agreement dated as of October 4, 1996 between Registrant
and Response Oncology, Inc. (filed as Exhibit 99.1 to
Registrant's Schedule 13D/A (Amendment No. 9) dated October 4,
1996 and incorporated herein by reference).
10.53 * Adjustable Rate Convertible Note of Response Oncology, Inc.
dated October 4, 1996 (filed as Exhibit 99.2 to Registrant's
Schedule 13D/A (Amendment No. 9) dated October 4, 1996 and
incorporated herein by reference).
10.54 * Subordination Agreement dated October 4, 1996 by and among
Registrant, Response Oncology, Inc., and NationsBank of
Tennessee, N.A. (filed as Exhibit 99.3 to Registrant's
Schedule 13D/A (Amendment No. 9) dated October 4, 1996 and
incorporated herein by reference).
10.55 * Agreement of Payment and Satisfaction dated as of February 26,
1997 between Registrant and Response Oncology, Inc (filed as
Exhibit 99.1 to Registrant's Schedule 13D/A (Amendment No. 10)
dated February 26, 1997 and incorporated herein by reference).
10.56 Securities Purchase Agreement between Registrant and Response
Oncology, Inc. (filed as Exhibit (a) to Registrant's Schedule
13D/A (Amendment No. 6) dated February 8, 1995 and incorporated
herein by reference).
10.57 Second Amendment to Securities Purchase Agreement dated August
29, 1996 between Registrant and Response Oncology, Inc. (filed
as Exhibit 99.1 to Registrant's Schedule 13D/A (Amendment No.
8) dated August 29, 1996 and incorporated herein by reference).
11 Statement regarding computation of per share earnings - see
Note l of Notes to Consolidated Financial Statements, "Earnings
Per Share."
13 Annual Report to Shareholders for the year ended December 31,
1996 - To be furnished.
21 Subsidiaries of Registrant (reference is made to Item 1
hereof).
23 * Consents of KPMG Peat Marwick LLP with respect to Forms S-8.
27 Financial Data Schedule - as filed electronically by the
Registrant in conjunction with this 1996 Form 10-K.
99.1 Proxy Statement for 1997 Annual Shareholders meeting - To be
furnished.
99.2 SLH Corporation Registration Statement on Form 10 (filed as SLH
Corporation's Registration Statement on Form 10/A (Amendment
No. 2) on February 12, 1997 (file No. 0-21911) and incorporated
herein by reference).
* These documents may be obtained by stockholders of Registrant upon
written request to: Seafield Capital Corporation, P.0. Box 410949,
Kansas City, Missouri 64141.
** Management Compensatory Plan
*** Non-Management Director Compensatory Plan
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SEAFIELD CAPITAL CORPORATION
By: /s/ W. Thomas Grant II
-----------------------------
W. Thomas Grant II
Title: Chairman, Chief Executive
Officer and Director
Date: March 17, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons who serve Registrant
in the capacities and on the dates indicated.
By: /s/ P. Anthony Jacobs By: /s/ James R. Seward
----------------------------- -----------------------------
P. Anthony Jacobs James R. Seward
Title: President, Chief Title: Executive Vice President,
Operating Officer Chief Financial Officer
and Director and Director
Date: March 17, 1997 Date: March 17, 1997
By: /s/ Steven K. Fitzwater By: /s/ W. D. Grant
----------------------------- -----------------------------
Steven K. Fitzwater W. D. Grant
Title: Vice President, Chief Title: Director
Accounting Officer and
Secretary
Date: March 17, 1997 Date: March 17, 1997
By: /s/ Lan C. Bentsen By: /s/ John C. Gamble
----------------------------- -----------------------------
Lan C. Bentsen John C. Gamble
Title: Director Title: Director
Date: March 17, 1997 Date: March 17, 1997
By: /s/ Michael E. Herman By: /s/ David W. Kemper
----------------------------- -----------------------------
Michael E. Herman David W. Kemper
Title: Director Title: Director
Date: March 17, 1997 Date: March 17, 1997
By: /s/ John H. Robinson, Jr. By: /s/ Dennis R. Stephen
----------------------------- -----------------------------
John H. Robinson, Jr. Dennis R. Stephen
Title: Director Title: Director
Date: March 17, 1997 Date: March 17, 1997
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seafield Capital Corporation:
We have audited the consolidated financial statements of Seafield Capital
Corporation and subsidiaries as listed in Item 14(a)(1). In connection with
our audits of the consolidated financial statements, we also have audited
the financial statement schedules as listed in Item 14(a)(2). These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 and
the report of other auditors 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
Seafield Capital Corporation and subsidiaries at December 31, 1996 and
1995, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1996, in conformity
with generally accepted accounting principles. Also in our opinion, the
related financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Kansas City, Missouri
March 14, 1997
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
- --------------------------------------------------------------------------
December 31, 1996 1995
- --------------------------------------------------------------------------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 5,372 7,581
Short-term investments 55,208 75,632
Accounts and notes receivable 24,882 23,565
Deferred income taxes 3,058 1,540
Other current assets 20,604 8,850
---------------------
Total current assets 109,124 117,168
Property, plant and equipment 22,777 21,604
Investments:
Securities 4,019 4,026
Oil and gas 1,543 4,247
Intangible assets 118,917 19,477
Other assets 1,830 2,779
Net assets of discontinued real estate operations 30,466 42,215
---------------------
$ 288,676 211,516
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,599 6,370
Notes payable 7,847 --
Income taxes payable 724 (4,457)
Other current liabilities 10,768 5,859
---------------------
Total current liabilities 27,938 7,772
Notes payable 39,611 --
Deferred income taxes 17,237 (6,999)
Other liabilities 1,528 2,653
---------------------
Total liabilities 86,314 3,426
---------------------
Minority interests 28,338 21,006
---------------------
Stockholders' equity:
Preferred stock of $1 par value.
Authorized 3,000,000 shares; none issued -- --
Common stock of $1 par value.
Authorized 24,000,000 shares;
issued 7,500,000 shares 7,500 7,500
Paid-in capital 1,748 1,747
Equity adjustment from foreign currency translation (439) (447)
Retained earnings 195,329 208,098
---------------------
204,138 216,898
Less cost of 1,016,066 shares of treasury stock
(1995-1,038,939 shares) 30,114 29,814
---------------------
Total stockholders' equity 174,024 187,084
---------------------
Commitments and contingencies
---------------------
$ 288,676 211,516
=====================
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
- --------------------------------------------------------------------------
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands except
per share amounts)
REVENUES
Healthcare services $ 75,985 56,410 45,134
Insurance services 50,801 55,862 67,199
Other 2,446 7,272 11,945
----------------------------------
Total revenues 129,232 119,544 124,278
COSTS AND EXPENSES
Healthcare services 67,014 52,838 45,073
Insurance services 22,625 23,598 30,951
Other 2,771 6,357 11,780
Selling, general and administrative 36,680 42,300 40,767
----------------------------------
Earnings (loss) from operations 142 (5,549) (4,293)
Investment income - net 5,004 4,401 2,889
Interest expense (2,900) (124) (299)
Other income (expense) (411) (4,564) 366
----------------------------------
Earnings (loss) before income taxes 1,835 (5,836) (1,337)
----------------------------------
Taxes on income (benefits):
Current 3,380 (1,429) 2,486
Deferred 670 (5,134) (1,806)
----------------------------------
Total 4,050 (6,563) 680
----------------------------------
Earnings (loss) before minority interests (2,215) 727 (2,017)
Minority interests 1,329 1,475 (145)
----------------------------------
Loss from
continuing operations (3,544) (748) (1,872)
Loss from discontinued real
estate operations (1,452) (6,600) (2,904)
----------------------------------
NET LOSS $ (4,996) (7,348) (4,776)
==================================
Per share of common stock:
Loss from
continuing operations $ (.55) (.12) (.29)
Loss from discontinued real
estate operations (.22) (1.02) (.46)
----------------------------------
NET LOSS $ (.77) (1.14) (.75)
==================================
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
- --------------------------------------------------------------------------
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
Common stock:
Balance, beginning and end of year $ 7,500 7,500 7,500
----------------------------------
Paid-in capital:
Balance, beginning of year 1,747 1,002 1,007
Exercise of stock options 1 745 (5)
----------------------------------
Balance, end of year 1,748 1,747 1,002
----------------------------------
Foreign currency translation:
Balance, beginning of year (447) (561) (350)
Net change during year 8 114 (211)
----------------------------------
Balance, end of year (439) (447) (561)
----------------------------------
Retained earnings:
Balance, beginning of year 208,098 223,169 235,583
Net earnings (loss) (4,996) (7,348) (4,776)
Dividends declared* (7,773) (7,723) (7,638)
----------------------------------
Balance, end of year 195,329 208,098 223,169
----------------------------------
Less treasury stock:
Balance, beginning of year 29,814 30,177 18,070
Net issuance pursuant to stock
option plans (1996-22,873;
1995-82,800; 1994-27,366) 300 (363) (845)
Shares purchased (1994-382,350) -- -- 12,952
----------------------------------
Balance, end of year 30,114 29,814 30,177
----------------------------------
STOCKHOLDERS' EQUITY $ 174,024 187,084 200,933
==================================
*Dividends per share amounted to $1.20 in 1996, 1995 and 1994.
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
- ---------------------------------------------------------------------------
Year Ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------
(In thousands)
OPERATING ACTIVITIES
Loss from continuing operations $ (3,544) (748) (1,872)
Adjustments to reconcile loss from
continuing operations to net cash provided
(used) by continuing operations:
Depreciation and amortization 12,553 12,210 15,099
Earnings applicable to minority interests 1,329 1,475 (145)
Change in trading portfolio, net 12,876 (11,766) 2,019
Change in accounts receivable 1,095 2,902 1,856
Change in accounts payable 1,341 (10) 1,643
Net advances to physician practices (6,846) -- --
Income taxes and other, net 7,107 (4,974) (2,126)
-----------------------------
Net cash provided (used)
by operations 25,911 (911) 16,474
-----------------------------
INVESTING ACTIVITIES
Sales of investments available for sale 4 83 --
Purchases of investments held to maturity (15,753) (65,569) (79,502)
Maturities of investments held to maturity 23,395 69,459 90,602
Proceeds of securitization -- 1,500 4,000
Additions to property, plant
and equipment, net (4,286) (4,370) (5,445)
Oil and gas investments (351) (391) (914)
Net increase (decrease) in notes receivable 183 (2,507) (6,456)
Purchase of stock in consolidated subsidiaries -- -- (722)
Acquisition of physician practices (52,683) -- --
Proceeds from sale of subsidiaries, net -- 12,054 --
Net cash provided (used) by discontinued
real estate operations 9,107 1,196 (2,023)
Other, net (27) (1,995) (812)
-----------------------------
Net cash provided (used) by
investing activities (40,411) 9,460 (1,272)
-----------------------------
FINANCING ACTIVITIES
Payments under line of credit agreements, net 681 (2,831) (1,725)
Proceeds from long-term debt 26,631 -- 59
Payment of principal on long-term debt (6,895) -- (98)
Payment of capital lease (66) (169) (367)
Dividends paid (7,773) (7,723) (7,638)
Purchase of treasury stock -- -- (12,952)
Net issuance of treasury stock pursuant to
stock option plans (299) 1,108 840
-----------------------------
Net cash provided (used) by
financing activities 12,279 (9,615) (21,881)
-----------------------------
Effect of foreign currency translation 12 21 (186)
-----------------------------
Net decrease in cash and cash equivalents (2,209) (1,045) (6,865)
Cash and cash equivalents at beginning of year 7,581 8,626 15,491
-----------------------------
Cash and cash equivalents at end of year $ 5,372 7,581 8,626
=============================
Supplemental disclosures of cash flow information:
Cash paid (received) during the year for:
Interest $ 934 140 273
=============================
Income taxes, net $ (3,487) (1,693) 1,965
=============================
Effect of clinic acquisitions:
Intangible assets $ 103,308 -- --
Property and equipment 2,474 -- --
Accounts receivable 6,430 -- --
Other assets 4,643 -- --
-----------------------------
Total assets acquired, net of cash 116,855 -- --
Liabilities assumed (29,926) -- --
Issuance of notes payable (27,107) -- --
Change in minority interest (7,139) -- --
-----------------------------
Payments for clinic operating assets $ 52,683 -- --
=============================
See accompanying notes to consolidated financial statements.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996, 1995 and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Seafield Capital Corporation (Seafield or the Company) and all majority-
owned subsidiaries and joint ventures. Investments in affiliated companies
of 20% to 50% in which Seafield does not have a controlling interest are
accounted for by the equity method.
Two publicly-traded subsidiaries are included in the consolidated financial
statements of Seafield. LabOne, Inc. (LabOne) is 82% owned and Response
Oncology, Inc. (Response) is 56% owned at December 31, 1996. On February
26, 1997, Seafield converted its Response note receivable and accrued
interest into Response common stock. The conversion increased Seafield's
ownership to approximately 67% of Response shares outstanding.
During 1996, Response acquired certain assets and liabilities of ten
oncology and hematology medical practices. Simultaneous with the
consummation of the purchase transactions, Response entered into long-term
management services agreements with the sellers. These acquisitions are
accounted for using the purchase method of accounting. See Note 5 for
additional information.
On March 3, 1997, Seafield distributed to its shareholders all of the
outstanding shares of common stock of its wholly-owned subsidiary, SLH
Corporation (SLH). In connection with this distribution and pursuant to a
Distribution Agreement between Seafield and SLH, Seafield transferred its
real estate and energy businesses and miscellaneous assets and liabilities,
including two wholly-owned subsidiaries, Scout Development Corporation
(Scout) and BMA Resources, Inc. (Resources), to SLH. The spinoff was
accounted for as a 1997 dividend with no gain or loss recognition. As a
result of the distribution, Seafield's principal assets consist of its
stock holdings in LabOne and Response. See Note 5 for additional
information.
All significant intercompany transactions have been eliminated in
consolidation. Certain 1995 and 1994 amounts have been reclassified for
comparative purposes with no effect on net earnings.
In 1992, Seafield's board of directors approved a plan for the
discontinuance of real estate. The real estate operations are presented as
discontinued in the accompanying consolidated financial statements. See
Notes 5 and 13 for additional information.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include demand deposits in banks and overnight
investments that are stated at cost which approximates market value.
INVESTMENT SECURITIES
Investment securities consist of certificates of deposit, equity
securities, debt securities and debt obligations of the United States
government and state and political subdivisions. Short-term investments
are securities with maturities of less than one year.
The classification of debt and equity securities as trading, available for
sale or held to maturity is made at the time of purchase. Trading
securities are stated at fair value and unrealized holding gains and losses
are included in income. Marketable equity securities and all debt
securities which are classified as available for sale are stated at market
value, with unrealized gains and losses, if any, excluded from earnings and
reported in a separate component of stockholders' equity. Securities which
Seafield has the intent and ability to hold to maturity are stated at cost.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of all asset and liability financial instruments
(for which it is practical to estimate fair values) approximate their
carrying amounts at December 31, 1996. Fair value of a financial
instrument is defined as the amount at which the instrument could be
exchanged in a current transaction between willing parties. The company
calculates the fair value of financial instruments using appropriate market
information and valuation methodologies. See note 9 for additional
information regarding investments for which it is not practical to estimate
fair values.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost with depreciation
provided over the useful lives. Upon sale or retirement, the costs and
related accumulated depreciation are eliminated from the accounts. Any
resulting gains or losses are included in net earnings. See Note 4 for
additional information on depreciation.
OIL AND GAS INVESTMENTS
Seafield's oil and gas investments are accounted for using the full cost
method. All costs incurred in acquisition and development are capitalized.
Depletion is computed on the units of production method based on all proved
reserves. All general operating costs are expensed as incurred.
INTANGIBLE ASSETS
Management service agreements consist of the costs of purchasing management
service agreements with physician practices. These costs are amortized
over the initial noncancelable 40-year terms of the related management
service agreements. The agreements are noncancelable except for
performance defaults. In the event a physician practice breaches the
agreement, or if Response terminates with cause, the physician practice is
required to purchase all tangible assets at fair market value and pay
substantial liquidating damages. The carrying value of the management
service agreements is reviewed for impairment at the end of each reporting
period.
Goodwill is recorded at acquisition as the excess of cost over fair value
of net assets acquired and is being amortized on a straight-line basis over
appropriate periods up to twenty years. On a periodic basis, Seafield
estimates the fair value of the business to which goodwill relates in order
to ensure that the carrying value of goodwill has not been impaired.
IMPAIRMENT OF LONG-LIVED ASSETS
When facts and circumstances indicate potential impairment, Seafield
evaluates the recoverability of carrying values of long-lived assets using
estimates of undiscounted future cash flows over remaining asset lives.
When impairment is indicated, any impairment loss is measured by the excess
of carrying values over fair values.
DISPOSITIONS
On March 3, 1997, Seafield distributed to its shareholders all of the
outstanding shares of common stock of its wholly-owned subsidiary, SLH. In
connection with this distribution and pursuant to a Distribution Agreement
between Seafield and SLH, Seafield transferred its real estate and energy
businesses and miscellaneous assets and liabilities, including two wholly-
owned subsidiaries, Scout and Resources, to SLH. See Note 5 for additional
information.
Seafield sold its 80.1% owned insurance premium finance subsidiary, Agency
Premium Resource, Inc., during the second quarter of 1995. The sale
generated an after-tax gain of $1.5 million.
Seafield completed an asset sale by its 79% owned real estate, personal
property and sales and use tax consulting subsidiary, Tenenbaum and
Associates, Inc., during the second quarter of 1995. This subsidiary then
distributed its assets to shareholders and filed for dissolution. The
effect of the sale, distribution and dissolution was an after-tax gain of
$500,000.
Seafield sold its 80% owned underwriting and policy administration services
subsidiary, International Underwriting Services, Inc., during the third
quarter of 1995. The sale generated an after-tax gain of $1 million.
Seafield's 74% owned radiopharmaceuticals subsidiary, Pyramid Diagnostic
Services, Inc. (Pyramid), entered voluntary bankruptcy in the fourth
quarter of 1995 as a result of an adverse judgment in a lawsuit. Seafield
fully reserved its investment in this subsidiary and recorded an after-tax
loss of $1.2 million. Seafield expects the Pyramid bankruptcy to be
finalized in 1997 with no further financial consequences to Seafield.
FEDERAL INCOME TAXES
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. 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.
OTHER ASSETS - CURRENT
The components of "Other Assets" in the current assets section of the
Consolidated Balance Sheets are as follows:
December 31, 1996 1995
- --------------------------------------------------------------------------
(In thousands)
Inventories $ 3,775 2,653
Prepaid expense 2,751 3,071
Unbilled revenue, net 82 1,942
Subsidiary's receivable from affiliated physicians 12,422 --
Other current assets 1,574 1,184
---------------------
$ 20,604 8,850
=====================
OTHER LIABILITIES
The components of "Other Liabilities" on the Consolidated Balance Sheets
are as follows:
December 31, 1996 December 31, 1995
Current Noncurrent Current Noncurrent
-----------------------------------------
(In thousands)
Accrued payroll and benefits $ 4,039 236 2,230 1,514
Accrued commissions and
consulting fees 403 -- 1,135 41
Other accrued expenses 5,360 -- 1,982 --
Other liabilities 966 1,292 512 1,098
----------------------------------------
$ 10,768 1,528 5,859 2,653
========================================
OTHER INCOME/(EXPENSE)
The components of "Other income/(expense)" on the Consolidated Statements
of Operations are as follows:
Year ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------
(In thousands)
Loss on dispositions of subsidiaries $ -- (1,068) --
Provision for subsidiary bankruptcy -- (3,382) --
Other (411) (114) 366
---------------------------
$ (411) (4,564) 366
===========================
EARNINGS PER SHARE
Earnings per share of common stock are based on the weighted average number
of shares of common stock outstanding and the common share equivalents of
dilutive stock options, where applicable: 1996 - 6,481,943, 1995 -
6,454,068 and 1994 - 6,374,952.
NOTE 2 - BENEFIT PLANS
Effective January 1, 1991, Seafield and certain subsidiaries established a
savings plan qualifying under Section 401(k) of the Internal Revenue Code
and a money purchase pension plan. All salaried employees who have worked
500 hours within the first six months of employment are eligible to
participate in the plans. After the first 12-month period, eligibility is
measured on a plan-year basis. In 1995, Seafield sold three subsidiaries
which had been participating in the plans.
Participants in the 401(k) plan may contribute 2% to 10% of annual
compensation. Seafield and the participating subsidiaries contribute for
each participant an amount equal to 50% of the participant's contribution.
A participant is immediately fully vested with respect to the participant's
contributions. A participant is 100% vested with respect to the companies'
contributions after five years of service. Both the participants' and the
companies' contributions are invested by the trustees of the plan at the
direction of the participants in any one or more of six investment funds,
one of which is a Seafield Stock Fund. The matching contributions made by
Seafield and the participating subsidiaries amounted to $43,000 for 1996,
$109,000 for 1995 and $91,000 for 1994.
The money purchase pension plan is a defined contribution plan under which
Seafield and the participating subsidiaries contribute a percentage of a
participant's annual compensation. The companies contribute an amount
equal to 7% of base compensation up to the maximum social security wage
base ($62,700 in 1996, $61,200 in 1995 and $60,600 in 1994) and 12.7% of
earnings in excess of this amount up to an annual limit ($150,000 in 1996,
1995 and 1994). Participants become 100% vested after five years of
service, normal retirement at age 65, or in the event of disability or
death while employed by the companies. Contributions to this plan by
Seafield and the participating subsidiaries were $100,000 for 1996,
$143,000 for 1995 and $202,000 for 1994.
Seafield has a stock purchase plan which is open to all non-employee
directors of the Company and employees of the Company and participating
subsidiaries who are designated by the chairman of the board. The
directors may contribute an amount equal to all or part of their directors'
compensation. The designated employees may contribute the lesser of 10% of
their salary or $30,000. The Company matches each participant's
contribution at a rate of 50%. Seafield common stock is purchased on the
open market each month and each participant receives as many shares as the
participant's contribution, plus the Company's matching contribution, will
purchase. No employees are presently designated to participate. The
matching contributions made by Seafield amounted to $44,000, $39,000 and
$40,000 for the years ended December 31, 1996, 1995 and 1994, respectively.
LabOne and Response maintain profit sharing plans qualifying under Section
401(k) of the Internal Revenue Code. LabOne also has a defined
contribution plan. These subsidiaries contributed $1,882,000, $1,774,000
and $1,666,000 to the plans for the years ended December 31, 1996, 1995 and
1994, respectively.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
In 1986, a lawsuit was initiated in the Circuit Court of Jackson County,
Missouri by Seafield's former insurance subsidiary (i.e., Business Men's
Assurance Company of America) against Skidmore, Owings & Merrill ("SOM")
which is an architectural and engineering firm, and a construction firm to
recover costs incurred to remove and replace the facade on the former home
office building. Because the removal and replacement costs had been
incurred prior to the sale of the insurance subsidiary, Seafield negotiated
with the buyer for an assignment of the cause of action from the insurance
subsidiary. In September 1993, the Missouri Court of Appeals reversed a
$5.7 million judgment granted in 1992 in favor of Seafield; the Court of
Appeals remanded the case to the trial court for a jury trial limited to
the question of whether or not the applicable statute of limitations barred
the claim. The Appeals Court also set aside $1.7 million of the judgment
originally granted in 1992. In July 1996, this case was retried to a
judge. On January 21, 1997, the judge entered a judgment in favor of
Seafield. The amount of that judgment, together with interest is
approximately $5.8 million. Although the judgment has been appealed,
counsel for the Company expects that it will be difficult for the
defendants to cause the judgment to be reversed. The final outcome is not
expected for at least another year. Settlement arrangements with other
defendants have resulted in payments to plaintiff which have offset legal
fees and costs to date of approximately $478,000. Future legal fees and
costs can not reliably be estimated. Pursuant to the Distribution
Agreement, this matter was assigned to SLH Corporation.
In 1988, a lawsuit was initiated in the United States District Court for
the District of New Mexico against Seafield's former insurance subsidiary
by Lyon Development Company and Jeanne Lyon, d/b/a Lyon and Associates
Realty, its former partners in the Quail Run real estate project in Santa
Fe, New Mexico. The plaintiffs alleged that the project partnership
agreement was improperly terminated, thus denying them an ongoing interest
in the project, and the loss of their exclusive real estate brokerage
arrangement. The plaintiffs were seeking approximately $11 million in
actual damages and unspecified punitive damages based upon alleged breaches
of contract and fiduciary duty and economic compulsion. After a trial in
July 1994, the jury returned a verdict absolving Seafield of any liability.
Subsequent to the trial, the judge awarded Seafield approximately $250,000
in connection with marketing expenses which the plaintiffs were to have
repaid, and approximately $64,000 in legal costs, with interest until paid.
Total legal fees and costs incurred by Seafield and its former insurance
subsidiary have aggregated approximately $3.6 million. In February 1996,
the United States Court of Appeals for the Tenth Circuit affirmed the
jury's verdict in Seafield's favor, reversed the trial judge's award for
marketing expenses, and affirmed the trial judge's award of legal costs.
The plaintiffs did not seek a rehearing or review of the Appeals Court
affirmation of the verdict. In April 1996, plaintiffs paid the legal costs
awarded by the trial judge and affirmed by the Court of Appeals
(approximately $68,000, including interest). Because the Quail Run project
was retained by Seafield in connection with the sale of its former
insurance subsidiary, Seafield defended the lawsuit under an
indemnification arrangement with the purchaser of the former insurance
subsidiary; all costs incurred and any judgments rendered in favor of the
plaintiff have been for the account of Seafield.
In the opinion of management, after consultation with legal counsel and
based upon current available information, neither of these lawsuits is
expected to have a material adverse impact on the consolidated financial
position or results of operations of Seafield.
Seafield has received notices of proposed adjustments (Revenue Agent's
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990
federal income taxes. These notices claim total federal income taxes due
for the entire five year period in the approximate net amount of
$13,867,000, exclusive of interest thereon.
The substantive issues raised in these notices for the years 1986-1990 are
primarily composed of the former television subsidiaries' amortization of
film rights, the sale of the stock of a former television station, certain
insurance company tax issues and a $27 million loss on the sale of a real
estate partnership interest.
The IRS' denial of film right amortization equates to approximately $10.5
million of the $13.9 million in additional taxes; provided that if the IRS
were to prevail on the amortization issues, the tax basis in the television
stations would be increased. This would have the effect of reducing income
taxes in connection with the stations' sales; all have been sold.
With respect to the loss on the sale of the real estate partnership
interest, the IRS has claimed that the sale did not occur during 1990, but
rather occurred after 1991. If the sale did not occur in 1990, then 1990
losses could not be carried back to 1987, to reduce Seafield's significant
taxable income in 1987.
Seafield has filed protests regarding the 1986-1990 notices of proposed
adjustments. Seafield is currently pursuing a compromise with the Appeals
Division of the IRS for the 1986-1989 years. The 1990 issues have not yet
been formally addressed at the Appeals Division but Seafield is advised by
IRS representatives that tax issues in all years under audit will be
addressed together. Resolution of these tax disputes may reasonably be
expected, but is not certain, during 1997.
In December 1996, the California state auditor sent Seafield an audit
report covering the 1987-1989 taxable years. The State of California has
determined to include, as a "unitary taxpayer," all majority owned non-life
insurance subsidiaries and joint ventures of Seafield. The auditor's
report has been forwarded to the California Franchise Tax Board for action.
The total amount of California state income taxes due for the 1987-1989
years is expected to be approximately $750,000. An accrual for the tax and
approximately $1 million of interest is included in Seafield's financial
statements at December 31, 1996. Pursuant to the Distribution Agreement,
SLH Corporation assumed all potential tax liabilities and interest thereon
regarding the California audit for the 1987-1989 tax years.
Pursuant to the Distribution Agreement, SLH Corporation assumed from
Seafield all of the contingent tax liabilities described above and acquired
all rights to refunds plus any interest related to these tax years. SLH
Corporation also assumed all contingent liabilities and refunds related to
any issues raised by the IRS for the years 1986-1990 whose resolution may
extend to tax years beyond the 1990 tax year. Seafield believes that
adequate accruals for these income tax liabilities have been made in the
accompanying consolidated financial statements.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT AND ACCOUNTS AND NOTES RECEIVABLE
A summary of property, plant and equipment is as follows:
Rate of December 31,
Depreciation 1996 1995
------------------------------------
(In thousands)
Property, plant and equipment 5% - 33% $ 68,885 65,681
Less accumulated depreciation 46,108 44,077
-----------------
$ 22,777 21,604
=================
A summary of accounts and notes receivable is as follows:
December 31,
1996 1995
-----------------
(In thousands)
Accounts receivable $ 27,417 26,146
Notes receivable 261 733
Allowance for doubtful accounts (2,796) (3,314)
-----------------
$ 24,882 23,565
=================
Interest rates on notes receivable were 5% to 9% in 1996 and 1995.
NOTE 5 - ACQUISITIONS AND DISPOSITIONS
On March 3, 1997, Seafield distributed to its shareholders all of the
outstanding shares of common stock of its wholly-owned subsidiary, SLH
Corporation, on the basis of one share of common stock of SLH for each four
shares of Seafield common stock held. In connection with this distribution
and pursuant to a Distribution Agreement between Seafield and SLH, Seafield
transferred its real estate and energy businesses and miscellaneous assets
and liabilities, including two wholly-owned subsidiaries, Scout and
Resources, to SLH. The net assets distributed to SLH totaled approximately
$36 million at December 31, 1996. The spinoff was accounted for as a 1997
dividend with no gain or loss recognition. As a result of the
distribution, Seafield's principal assets consist of its stock holdings in
LabOne and Response.
During 1996, Seafield's subsidiary, Response, acquired stock in or certain
operating assets and assumed certain liabilities of ten oncology practices.
Response's consideration in exchange for the practice affiliations
consisted of $53 million in cash, $27 million in notes payable and 640,000
shares of Response common stock. The practice affiliations have been
accounted for as purchases and the accompanying consolidated financial
statements include the results of their operations from the respective
dates of acquisition.
In April 1996, Seafield loaned $10 million to Response which was converted
into 909,090 shares of Response common stock at the election of Seafield in
August 1996. In October 1996, Seafield provided to Response a $23.5
million credit facility to finance acquisitions and for working capital.
This credit facility was converted into Response common stock in February
1997, increasing Seafield's ownership to approximately 67%.
The following pro forma balance sheet as of December 31, 1996 and
statements of operations for the years ended December 31, 1996 and 1995
reflect the distribution of the assets and liabilities to SLH, the
acquisitions by Response of the medical practices and the conversion of the
Response notes to Response common stock. The pro forma balance sheet has
been prepared as if the Distribution had occurred on December 31, 1996.
The pro forma statements of operations reflect the pro forma results of
operations, as adjusted, as if the Response transactions had occurred on
January 1, 1995. The pro forma financial information is not necessarily
indicative of what actual results of operations would have been had these
transactions been completed on January 1, 1995 or results which may be
obtained in the future.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Pro Forma Balance Sheet (Unaudited)
December 31, 1996
- --------------------------------------------------------------------------
Add
Less Response
SLH Physician Pro Forma Pro Forma
Historical Operations Practice Adjustments Results
---------- ---------- -------- ----------- --------
(In thousands)
ASSETS
Current assets:
Cash and cash
equivalents $ 5,372 186 -- -- 5,186
Short-term investments 55,208 6,229 -- (10,000)(a) 38,979
Accounts and notes
receivable 24,882 723 -- -- 24,159
Income taxes receivable -- (178) -- -- 178
Deferred income taxes 3,058 1,185 -- -- 1,873
Other current assets 20,604 236 -- -- 20,368
-------- -------- -------- -------- --------
Total current assets 109,124 8,381 -- (10,000) 90,743
Property, plant and
equipment 22,777 480 -- -- 22,297
Investments:
Securities 4,019 3,515 -- -- 504
Oil and gas 1,543 1,543 -- -- --
Intangible assets 118,917 113 -- -- 118,804
Other assets 1,830 1,350 -- -- 480
Net assets of discontinued
real estate operations 30,466 30,466 -- -- --
-------- -------- -------- -------- --------
$288,676 45,848 -- (10,000) 232,828
======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,599 383 -- -- 8,216
Notes payable 7,847 -- -- -- 7,847
Income taxes payable 724 724 -- -- --
Other current
liabilities 10,768 1,825 -- -- 8,943
-------- -------- -------- -------- --------
Total current
liabilities 27,938 2,932 -- -- 25,006
Notes payable 39,611 -- -- -- 39,611
Deferred income taxes 17,237 6,140 -- -- 11,097
Other liabilities 1,528 817 -- -- 711
-------- -------- -------- -------- --------
Total liabilities 86,314 9,889 -- -- 76,425
-------- -------- -------- -------- --------
Minority interests 28,338 -- -- -- 28,338
-------- -------- -------- -------- --------
Stockholders' equity:
Preferred stock of
$1 par value. Authorized
3,000,000 shares;
none issued -- -- -- -- --
Common stock of
$1 par value. Authorized
24,000,000 shares;
issued 7,500,000
shares 7,500 -- -- -- 7,500
Paid-in capital 1,748 -- -- -- 1,748
Equity adj. from foreign
currency translation (439) -- -- -- (439)
Retained earnings 195,329 35,959 -- (10,000)(a) 149,370
-------- -------- -------- -------- --------
204,138 35,959 -- (10,000) 158,179
Less cost of 1,016,066
shares of treasury
stock 30,114 -- -- -- 30,114
------- -------- -------- -------- --------
Total stockholders'
equity 174,024 35,959 -- (10,000) 128,065
-------- -------- -------- -------- --------
$288,676 45,848 -- (10,000) 232,828
======== ======== ======== ======== ========
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Pro Forma Statement of Operations (Unaudited)
Year Ended December 31, 1996
- --------------------------------------------------------------------------
Add
Less Response
SLH Physician Pro Forma Pro Forma
Historical Operations Practice Adjustments Results
---------- ---------- -------- ----------- --------
(in thousands except per share amounts)
REVENUES
Healthcare services $ 75,985 -- 20,133 -- 96,118
Insurance services 50,801 -- -- -- 50,801
Other 2,446 2,446 -- -- --
-------- -------- -------- -------- --------
Total revenues 129,232 2,446 20,133 -- 146,919
COSTS AND EXPENSES
Healthcare services 67,014 -- 15,906 -- 82,920
Insurance services 22,625 -- -- -- 22,625
Other 2,771 2,771 -- -- --
Selling, general and
administrative 36,680 1,606 -- -- 35,074
-------- -------- -------- -------- --------
Earnings(loss) from
operations 142 (1,931) 4,227 -- 6,300
Investment income - net 5,004 1,375 -- -- 3,629
Interest expense (2,900) -- (1,512) -- (4,412)
Other income (expense) (411) (845) -- -- 434
-------- -------- -------- -------- --------
Earnings(loss) before
income taxes 1,835 (1,401) 2,715 -- 5,951
Income taxes (4,050) (249) -- -- (3,801)
-------- -------- -------- -------- --------
Earnings (loss) before
minority interests (2,215) (1,650) 2,715 -- 2,150
Minority interests (1,329) -- (792) -- (2,121)
-------- -------- -------- -------- --------
Earnings (loss) from
continuing operations $ (3,544) (1,650) 1,923 -- 29
======== ======== ======== ======== ========
Per share of common stock
based on 6,481,943 weighted
average shares outstanding:
Loss from
continuing
operations $ (.55) (.25) (.30) -- --
======== ======== ======== ======== ========
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Pro Forma Statement of Operations (Unaudited)
Year Ended December 31, 1995
- --------------------------------------------------------------------------
Add
Less Response
SLH Physician Pro Forma Pro Forma
Historical Operations Practice Adjustments Results
---------- ---------- -------- ----------- --------
(in thousands except per share amounts)
REVENUES
Healthcare services $ 56,410 -- 33,286 -- 89,696
Insurance services 55,862 -- -- -- 55,862
Other 7,272 1,963 -- -- 5,309
-------- -------- -------- -------- --------
Total revenues 119,544 1,963 33,286 -- 150,867
COSTS AND EXPENSES
Healthcare services 52,838 -- 30,610 -- 83,448
Insurance services 23,598 -- -- -- 23,598
Other 6,357 2,219 -- -- 4,138
Selling, general and
administrative 42,300 1,588 -- -- 40,712
-------- -------- -------- -------- --------
Earnings(loss) from
operations (5,549) (1,844) 2,676 -- (1,029)
Investment income - net 4,401 (200) -- -- 4,601
Interest expense . (124) -- (3,256) -- (3,380)
Other income (expense) (4,564) 22 -- -- (4,586)
-------- -------- -------- -------- --------
Earnings(loss) before
income taxes (5,836) (2,022) (580) -- (4,394)
Income taxes 6,563 388 -- -- 6,175
-------- -------- -------- -------- --------
Earnings (loss) before
minority interests 727 (1,634) (580) -- 1,781
Minority interests (1,475) -- 382 -- (1,093)
-------- -------- -------- -------- --------
Earnings (loss) from
continuing
operations $ (748) (1,634) (198) -- 688
======== ======== ======== ======== ========
Per share of common stock
based on 6,454,068 weighted
average shares outstanding:
Earnings (loss)
from continuing
operations $ (.12) (.25) (.02) -- .11
======== ======== ======== ======== ========
Notes to Pro Forma Financial Statements
(a) Represents the short-term investments transferred to SLH on the date
of distribution.
NOTE 6 - SEGMENT DATA
The following table shows segment information from continuing operations:
Year ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
REVENUES:
Healthcare services $ 75,985 56,410 45,134
Insurance services 50,801 55,862 67,199
Other 2,446 7,272 11,945
----------------------------------
Total revenues $ 129,232 119,544 124,278
==================================
OPERATING EARNINGS (LOSS):
Healthcare services $ (5,841) (3,989) (5,403)
Insurance services 11,138 4,912 7,364
Other (431) (3,858) (1,041)
Corporate investment and other income 4,593 4,091 3,327
Corporate expense (4,724) (6,868) (5,284)
Interest expense (2,900) (124) (300)
----------------------------------
Earnings (loss) before income taxes
and minority interests 1,835 (5,836) (1,337)
Income taxes (4,050) 6,563 (680)
Minority interests (1,329) (1,475) 145
----------------------------------
Loss from continuing operations $ (3,544) (748) (1,872)
==================================
IDENTIFIABLE ASSETS:
Healthcare services $ 154,581 39,035 35,683
Insurance services 34,543 36,396 55,761
Net assets of discontinued operations 30,466 42,215 50,011
Other 69,086 93,870 103,932
----------------------------------
Total identifiable assets $ 288,676 211,516 245,387
==================================
Operating earnings (loss) are revenues less expenses other than corporate
and interest expense, net of intersegment transactions. Depreciation and
amortization amounts for 1996, 1995 and 1994 were $10,468,000, $8,590,000
and $11,836,000, respectively. Goodwill amortization for 1996, 1995 and
1994 was $2,085,000, $3,620,000 and $3,263,000, respectively Capital
expenditures and depreciation and amortization expense for the significant
segments are as follows:
1996 1995 1994
----------------------------------
(In thousands)
Healthcare services:
Capital expenditures $ 1,702 3,032 3,194
==================================
Depreciation and amortization $ 4,995 3,381 2,761
==================================
Insurance services:
Capital expenditures $ 2,558 1,437 2,030
==================================
Depreciation and amortization $ 2,401 3,326 6,547
==================================
NOTE 7 - INCENTIVE STOCK OPTION PLAN
Seafield has three Stock Option Plans which provide for Qualified and
Nonqualified Stock Options, Stock Appreciation Rights (SAR's) and
restricted stock awards to key employees and directors. The plans entitle
the grantee to purchase shares at prices ranging from 75% to 110% of the
fair market value at date of grant during terms up to ten years. All
options have been awarded at 100% of fair market value. SAR's may be
issued in tandem with stock options and entitle the holder to elect to
receive the appreciated value in cash. Restricted stock awards were rights
to receive or retain shares in payment of compensation earned or to be
earned. During 1995, restricted stock awards of 60,604 shares became
vested and were issued. As of December 31, 1996, there were no restricted
stock awards outstanding. The following presents a summary of stock
options activity for the three years ended December 31, 1996:
Weighted Options
Number of Average Exercisable
Shares Exercise Price at Year-end
- --------------------------------------------------------------------------
Outstanding December 31, 1993 633,261 $ 23.528
Exercised 56,998 24.288
Terminated or forfeited 1,000 31.000
--------
Outstanding December 31, 1994 575,263 23.055 552,422
Exercised 392,263 23.509
--------
Outstanding December 31, 1995 183,000 28.368 173,665
Exercised 112,915 26.539
Terminated or forfeited 1,500 29.250
--------
Outstanding December 31, 1996 68,585 31.359 68,585
========
The following table summarizes information about stock options at December
31, 1996.
Options outstanding Options Exercisable
------------------------------------ ---------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (yrs) Price Exercisable Price
- -------- ------------------------------------ ---------------------
$ 28.000-28.000 1,000 1.11 $28.000 1,000 $28.000
28.250-28.250 1,000 .12 28.250 1,000 28.250
30.220-30.220 5,000 3.94 30.220 5,000 30.220
30.000-30.000 35,000 5.00 30.000 35,000 30.000
31.000-31.000 7,250 3.10 31.000 7,250 31.000
34.500-34.500 15,000 3.36 34.500 15,000 34.500
34.875-34.875 4,335 9.86 34.875 4,335 34.875
------- -------
$ 28.00-34.875 68,585 4.54 31.359 68,585 $31.359
======= =======
Options for 130,000 shares were available to be awarded at December 31,
1996. The difference between the per share exercise price and the cost per
share of the treasury stock issued for stock options exercised increased
paid-in capital by $1,000 in 1996 and $745,000 in 1995. Additionally,
Seafield maintains a Stock Purchase Plan under which each participant's
contribution is matched at a rate of 50%. Seafield common stock is
purchased on the open market each month. Of the 100,000 shares registered
under this plan, 62,904 shares were eligible for issuance at December 31,
1996.
Seafield accounts for stock options in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations (APB 25). As such, compensation
expense is recorded on the date of grant only if the current market price
of the underlying stock exceeds the exercise price. Effective December 31,
1995, Seafield adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation," (FAS 123) which permits entities
to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternately, FAS 123 allows
entities to continue to apply the provisions of APB 25 and provide pro
forma net earnings and pro forma earnings per share disclosures for
employee stock option grants made in 1995 and future years as if the fair-
value-based method defined in FAS 123 had been applied. Seafield has
elected to continue to apply the provisions of APB 25 and provide the pro
forma disclosure provisions of FAS 123.
Seafield had no stock options granted in 1995 or 1996. However, both
LabOne and Response granted stock options in these years. Both
subsidiaries have elected to continue to apply APB 25 in accounting for
their plans and therefore, no compensation cost has been recognized for
their stock options in the financial statements. Had these subsidiaries
recorded compensation cost based on the fair value at the grant date for
their stock options under FAS 123, Seafield's consolidated net loss and net
loss per share would have been increased by approximately $894,000 or $.14
per share in 1996 and approximately $1,452,000 or $.23 per share in 1995.
Pro forma net losses reflect only options granted by LabOne and Response in
1996 and 1995. Therefore, the full impact of calculating compensation cost
for stock options under FAS 123 is not reflected in the pro forma net loss
amounts presented above because compensation costs are reflected over the
options' vesting period of five years for the 1996 and 1995 options.
Compensation costs for options granted prior to January 1, 1995 are not
considered.
NOTE 8 - LEASE COMMITMENTS
Seafield and subsidiaries lease office space, equipment, land and buildings
under various, noncancelable leases that expire over the next several
years. Rental expense for these leases during 1996, 1995 and 1994 amounted
to $3,723,000, $3,302,000 and $3,868,000, respectively.
Future minimum lease payments under these agreements, after giving effect
to the spinoff of SLH, as of December 31, 1996 are as follows:
Year Amount
-------------------------
(In thousands)
1997 $ 2,679
1998 1,898
1999 1,439
2000 1,200
2001 1,113
Thereafter 11,214
NOTE 9 - INVESTMENT SECURITIES
A summary of investment securities information relating to quoted market
values and holding gains and losses at December 31, 1996 and 1995 is in the
following table.
Amount at
Which
Amortized Market Shown in
Cost Value Balance Holding Holding
Sheet Gains Losses
- ---------------------------------------------------------------------------
(In thousands)
December 31, 1996
- -----------------
Available for Sale
- ------------------
Preferred stock $ 3,515 3,515 3,515 -- --
========================================================
Held to Maturity
- ----------------
Obligations of states
and political
subdivisions $ 2,506 2,500 2,506 -- (6)
Canadian
government notes 746 746 746 -- --
--------------------------------------------------------
$ 3,252 3,246 3,252 -- (6)
========================================================
December 31, 1995
- -----------------
Available for Sale
- ------------------
Common stock $ 4 4 4 -- --
Preferred stock 3,515 3,515 3,515 -- --
--------------------------------------------------------
$ 3,519 3,519 3,519 -- --
========================================================
Held to Maturity
- ----------------
Obligations of states
and political
subdivisions $ 6,848 6,840 6,848 3 (11)
Canadian
government notes 3,955 3,955 3,955 -- --
Certificate of
deposit 362 362 362 -- --
Notes receivable 183 183 183 -- --
--------------------------------------------------------
$ 11,348 11,340 11,348 3 (11)
========================================================
At December 31, 1996, debt securities will mature as follows:
Within Between 1
1 Year and 5 Years
--------------------------
(In thousands)
Available for sale $ 2,500 1,015
==========================
Held to Maturity 2,748 504
$ ==========================
Information about proceeds from sales of available for sale securities and
the gross realized gains and losses on those sales is summarized in the
following table. Cost is determined by specific identification for
computing realized gains and losses.
Year ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------
(In thousands)
Proceeds $ 3 83 --
==================================
Gross realized gains $ -- 34 --
==================================
Gross realized losses (1) (3) --
$ ==================================
Trading securities primarily include United States treasury securities,
common stock, money market funds and obligations of states and political
subdivisions and totaled appoximately $52.5 million and $64.8 million at
December 31, 1996 and 1995, respectively. The changes in net unrealized
holding gains and losses on trading securities that have been included in
operations are losses of $7,000, $485,000 and $2.2 million for the years
ended December 31, 1996 1995 and 1994, respectively.
Included in the preferred stock available for sale is an investment in
Oclassen Pharmaceuticals, Inc. with a carrying value of $2.5 million at
December 31, 1996 and 1995. Oclassen was a privately owned pharmaceutical
manufacturer which entered into an agreement and plan of merger with a
wholly-owned subsidiary of Watson Pharmaceuticals, Inc. (Watson), a
publicly traded company. The merger was approved by stockholders on
February 26, 1997 and will result in Seafield owning approximatedly 184,000
shares of Watson. The market value per share of Watson on February 26,
1997 was 42.375. The other preferred stock investment is Norian
Corporation, a privately owned developer of proprietary bone substitute
technology with a carrying value of $1,015,000 at December 31, 1996 and
1995. There is no public market for this investment.
Seafield has investments in two majority-owned entities that are publicly-
traded. At December 31, 1996, based on the market prices of publicly
traded shares of these two subsidiaries, pretax unrealized gains of
approximately $163 million ($25.15 per share) on these investments were not
reflected in either Seafield's book value or stockholders' equity.
NOTE 10 - INCOME TAXES
Seafield and those subsidiaries that are eligible file a consolidated U.S.
federal income tax return. Prior to consolidation in Seafield's federal
income tax return, various subsidiaries generated taxable losses of
approximately $6.5 million. These net operating loss carryforwards are
usable only against future taxable income of the corporation that generated
the losses. Upon the disposition of the stock, in 1992, of the former
employee benefits consulting services subsidiary, $4.1 million of net
operating loss carryforwards were reattributed to Seafield. In 1994 and
prior years, Seafield utilized approximately $2.7 million of these
reattributed losses, thereby reducing income tax expense by $923,000. The
remainder of these net operating loss carryforwards will begin to expire in
the year 2006.
During 1996 and 1995, Seafield generated approximately $1 million and $6.6
million, respectively, in current capital losses that exceeded capital
gains. These losses expire in the year 2001 and 2000. Also, in 1995,
deferred capital losses of $5.7 million were generated on the write-off of
Seafield's radiopharmaceutical subsidiary. Deferred income tax assets have
been generated by these losses. Future realization of these tax assets or
any existing deductible temporary differences or carryforwards ultimately
depends on the existence of sufficient taxable income of the appropriate
character within the carryover period. When it becomes more likely than
not that a deferred tax asset will not be realized, a valuation allowance
is accrued against that deferred tax asset.
During 1996 and 1995, Response utilized approximately $830,000 and
$1,710,000 of available federal net operating loss carryforwards resulting
in tax benefits of $ 314,000 and $667,000, respectively. Response is not
included within Seafield's consolidated federal income tax return. Response
has remaining federal net operating loss carryforwards of approximately
$4.5 million that are limited by the Internal Revenue Code and are
available to offset only $475,000 of taxable income per year. These
limited federal net operating losses are available annually until 2005.
The use of net operating loss carryforwards, for income tax purposes, is
dependent upon the generation of future taxable income. A benefit for the
net operating loss carryforward has been provided for the reversal of
taxable temporary differences during the carryforward period.
Late in 1996, Seafield received a draft proposed adjustment from the state
of California for income taxes for the years 1987-1989. Seafield expects a
deficiency notice from California during early 1997. Accordingly, an
accrual for state income tax expense of $750,000 was made during the fourth
quarter to reflect this proposed adjustment. In addition, an interest
expense accrual of approximately $1 million for interest on the deficiency
was made during the fourth quarter. See further discussion under Item 3
"Legal Proceedings".
The components of the provision (benefit) for income taxes on income from
continuing operations are as follows:
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
Current:
Federal $ 1,971 (1,785) 1,244
State 1,150 186 473
Foreign 259 170 769
----------------------------------
3,380 (1,429) 2,486
----------------------------------
Deferred:
Federal 104 (4,203) (1,674)
State 434 (1,025) 73
Foreign 132 94 (205)
----------------------------------
670 (5,134) (1,806)
----------------------------------
$ 4,050 (6,563) 680
==================================
The reconciliation of income tax attributable to continuing operations
computed at the federal statutory tax rate (34%) to income tax expense
(benefit) is as follows:
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
Computed expected tax expense(benefit) $ 624 (1,984) (454)
State income taxes, net of federal
benefit and state valuation
allowance changes 1,045 (564) 348
Goodwill amortization 709 1,214 1,087
Tax exempt interest and dividends (45) (152) (302)
Tax benefits not available for
subsidiary losses 276 261 1,063
Losses on sale of subsidiaries -- (4,239) --
Deferred tax on unremitted earnings of
foreign subsidiaries -- 175 --
Foreign taxes on repatriation of
foreign source income 219 -- --
Other, net (69) (456) (799)
Increase in federal valuation
allowance, net 1,716 -- --
Utilization of federal net operating loss (539) (902) (389)
Foreign tax in excess of U.S. rate 114 84 126
----------------------------------
Actual income tax expense (benefit) $ 4,050 (6,563) 680
==================================
Effective rate 221% 112% (51%)
The significant components of deferred income tax assets and liabilities
are as follows:
December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
Current deferred income tax assets (liabilities):
Valuation allowance on stock
investments $ 14 269 661
Allowance on accounts receivable 1,076 703 1,008
Excess book expense accruals 559 718 877
State income tax deficiency 248 -- --
Interest accrual on state income tax 382 -- --
Other 516 (22) 35
Federal net operating loss carryforwards 151 151 43
State net operating loss carryforwards 1,045 923 8
----------------------------------
Gross current deferred income tax assets 3,991 2,742 2,632
Current valuation allowance (933) (1,202) (866)
----------------------------------
Net current deferred income tax assets 3,058 1,540 1,766
----------------------------------
Non-current deferred income tax assets (liabilities):
Valuation allowances on investments 2,114 2,151 19
Excess book (tax) expense accruals 408 392 321
Excess book (tax)partnership expenses 396 123 244
Excess book (tax) oil and gas expenses 519 842 449
Excess book (tax) depreciation and
amortization 903 1,048 900
Alternative minimum tax credit 293 233 188
Management service agreements (25,126) -- --
Other (8) (150) (90)
Capital loss carryforwards 2,953 2,888 --
Federal net operating loss carryforwards 2,312 2,360 4,102
State net operating loss carryforwards 491 602 1,304
----------------------------------
Gross non-current deferred
income tax assets (14,745) 10,489 7,437
Valuation allowance for non-current
deferred income tax assets (2,492) (3,490) (5,722)
----------------------------------
Net non-current deferred
income tax assets (liabilities) (17,237) 6,999 1,715
----------------------------------
Net deferred income tax
assets (liabilities) $ (14,179) 8,539 3,481
==================================
The above deferred income tax liability of $25,126,000, relating to
management service agreements, was generated during 1996 by the purchases
of physician practices by Response. These purchases resulted in
differences between the assigned value of identifiable net intangible
assets (management services agreements) and the tax basis of these assets.
The differences, multiplied by the expected tax rate of 38 percent, creates
the deferred income tax liability, reduced by the elimination of the
valuation allowance on Response deferred tax assets. The Company's
valuation allowance was $3,425,000, $3,692,000 and $6,588,000 at December
31, 1996, 1995 and 1994, respectively. Approximately $3,515,000 of the
decrease in 1996 was recorded as a reduction of acquired intangibles in
accordance with the purchase method of accounting for acquisitions.
The valuation allowance as of January 1, 1994 was approximately $5,860,000.
The valuation allowance decreased during 1996 by $1,267,000, decreased
during 1995 by approximately $1,896,000, and increased by $728,000 during
1994.
NOTE 11 - INTANGIBLE ASSETS
The cost and accumulated amortization of intangible assets are as follows:
December 31, 1996 1995
- ---------------------------------------------------------------------------
(In thousands)
Goodwill - excess of cost over fair value
of net assets acquired $ 29,585 29,804
Less accumulated amortization 13,860 11,774
--------------------
15,725 18,030
--------------------
Laboratory patent, antibodies, antigens,
and nicotine screens 8,000 8,000
Less accumulated amortization 7,261 6,739
--------------------
739 1,261
--------------------
Service agreements 103,308 --
Less accumulated amortization 1,345 --
--------------------
101,963 --
--------------------
Other intangible assets 722 252
Less accumulated amortization 232 66
--------------------
490 186
--------------------
Intangible assets, net of accumulated amortization $ 118,917 19,477
====================
Any excess of the cost over the fair value of the net assets purchased is
being amortized on a straight line basis over 5 to 20 years. The laboratory
patent process is being amortized over 184 months from date of acquisition
while antibodies, antigens, and nicotine screens are being amortized over
their estimated remaining useful lives. Service agreements consist of the
costs of purchasing management service agreements with physician practices.
These costs are amortized over the initial noncancelable 40-year term of
the related management service agreements.
NOTE 12 - NOTES PAYABLE
Notes payable are as follows:
December 31, 1996 1995
- ---------------------------------------------------------------------------
(In thousands)
Credit Facility $ 20,861 --
Various subordinated notes payable to affiliated
physicians and physicians practices, bearing
interest ranging from 4% to 9%, with maturities
beginning in 1997. 26,466 --
Other notes payable collateralized by furniture
and equipment with interest rates between 8%
and 10% payable in monthly installments of
principal and interest through 2001. 131 --
----------------------
Total notes payable 47,458 --
Less current installments 7,847 --
----------------------
$ 39,611 --
======================
In May 1996, Response entered into a $27.5 million Bank Credit Facility to
fund Response's acquisitions and working capital needs and to repay an
existing facility. The Credit Facility, comprised of a $22 million
Acquisition Facility and a $5.5 million Working Capital Facility is
collateralized by the common stock of Response's subsidiaries. The
Acquisition Facility matures May 31, 1998 and bears interest at a variable
rate equal to LIBOR plus a spread between 1.5% and 2.625%, depending upon
borrowing levels. The Working Capital Facility matures May 30, 1997,
subject to a one year extension, and bears interest at a variable rate
equal to LIBOR plus a spread between 1.875% and 2.375%. At December 31,
1996, $20.9 million aggregate principal was outstanding under the Credit
Facility with a current interest rate of approximately 7.7%. Response's
available credit under the Credit Facility at December 31, 1996 was
$200,000. The Credit Facility contains affirmative and negative covenants
which, among other things, require Response to maintain certain financial
ratios, including minimum fixed charges coverage, funded debt to EBITDA,
net worth and current ratio. As of December 31, 1996, Response was in
compliance with the covenants included in the Credit Facility.
The installment notes payable to affiliated physicians and physician
practices were issued as partial consideration for the practice management
affiliations. Principal and interest under the long-term notes may, at the
election of the holders, be paid in shares of common stock of Response
based on conversion prices ranging from $13.75 to $17.50.
NOTE 13 - DISCONTINUED OPERATIONS
Operations of Discontinued Real Estate Segment
In 1992, Seafield's board of directors approved a plan to discontinue real
estate operations. As a result of this decision, a $6 million after-tax
loss provision for estimated write-downs and costs through final
disposition was included in the discontinued real estate's 1992 loss.
Additional after-tax losses of $2.9 million, $6.6 million, and $1.5 million
were recorded in 1994, 1995, and 1996, respectively. These losses resulted
from changes in estimated net realizable value based upon management's
analysis of recent sales transactions and other current market conditions.
The remaining real estate assets will be sold as soon as practicable.
On March 3, 1997, Seafield transferred its real estate assets to its
wholly-owned subsidiary, SLH Corporation (SLH) in connection with the
distribution of all of the outstanding shares of SLH to Seafield
shareholders. See Note 5 for additional information.
A summary of discontinued real estate operations follows:
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------------
(In thousands)
Revenues $ 16,365 11,486 11,991
===================================
Loss $ (2,200) (10,000) (4,400)
Income tax benefits (748) (3,400) (1,496)
-----------------------------------
Net loss $ (1,452) (6,600) (2,904)
===================================
Net Assets of Discontinued Real Estate Segment
A summary of the net assets of the discontinued real estate operations
follows:
December 31, 1996 1995
- --------------------------------------------------------------------------
(In thousands)
Assets
Current assets $ 264 281
Real estate - current 1,223 3,868
Real estate - non-current 24,202 31,153
Other non-current assets 6,645 8,979
--------------------
Total assets 32,334 44,281
-------------------
Liabilities
Current liabilities 1,868 777
Non-current liabilities -- 1,289
--------------------
Total liabilities 1,868 2,066
--------------------
Net Assets $ 30,466 42,215
====================
At December 31, 1996, real estate debt totaled $7.4 million, of which $6.2
million was recourse debt.
NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized 1996 quarterly financial data is as follows:
Mar. 31, Jun. 30, Sep. 30, Dec. 31,
Quarter Ended 1996 1996 1996 1996
- ---------------------------------------------------------------------------
(In thousands except per share amounts)
Revenues $ 26,635 30,937 33,318 38,342
========================================
Earnings (loss) from
continuing operations $ (114) 186 696 (4,312)
Loss from discontinued real
estate operations -- -- -- (1,452)
----------------------------------------
Net earnings (loss) $ (114) 186 696 (5,764)
========================================
Per share:
Earnings (loss) from
continuing operations $ (.02) .03 .11 (.67)
Loss from discontinued real
estate operations -- -- -- (.22)
----------------------------------------
Net earnings (loss) $ (.02) .03 .11 (.89)
========================================
Dividends paid per share $ .30 .30 .30 .30
========================================
Stock prices:
High $ 38 39 1/2 37 3/4 39 1/2
Low $ 33 1/2 36 33 1/2 33 7/8
The 1996 fourth quarter loss includes a $750,000 accrual for estimated
state income tax and $1 million of estimated interest expense as a result
of an ongoing franchise tax audit of prior years. Also included in the
1996 fourth quarter loss is a net increase in deferred income tax valuation
allowances of $1.7 million.
Summarized 1995 quarterly financial data is as follows:
Mar. 31, Jun. 30, Sep. 30, Dec. 31,
Quarter Ended 1995 1995 1995 1995
- ---------------------------------------------------------------------------
(In thousands except per share amounts)
Revenues $ 33,428 32,764 28,226 25,126
========================================
Earnings (loss) from
continuing operations $ (567) 1,643 (1,591) (233)
Loss from discontinued real
estate operations -- -- -- (6,600)
----------------------------------------
Net earnings (loss) $ (567) 1,643 (1,591) (6,833)
========================================
Per share:
Earnings (loss) from
continuing operations $ (.09) .26 (.25) (.04)
Loss from discontinued real
estate operations -- -- -- (1.02)
----------------------------------------
Net earnings (loss) $ (.09) .26 (.25) (1.06)
========================================
Dividends paid per share $ .30 .30 .30 .30
========================================
Stock prices:
High $ 38 3/4 40 5/8 38 37 1/2
Low $ 32 1/8 34 33 33 1/4
See Note 5 regarding the distribution of SLH Corporation on March 3, 1997.
Stock prices shown above have not been adjusted to reflect effects of the
spinoff of SLH. See Note 13 for a description of discontinued operations
which affected the results of operations for the quarters shown above.
Quarterly earnings per share amounts may not add to the annual earnings per
share amounts due to the effect of common stock equivalents and the timing
of treasury stock purchases and net earnings.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts and Reserves
- ---------------------------------------------------------------------------
Additions
-----------------
Charged Charged
Balance at to Costs to Other Balance at
Beginning and Accounts- End of
Description of Year Expenses Describe Deductions* Year
- ---------------------------------------------------------------------------
(In thousands)
Year ended December 31, 1996
Accounts and notes receivable -
allowance for
doubtful accounts $ 3,314 2,311 -- 2,830 2,795
Year ended December 31, 1995
Accounts and notes receivable -
allowance for
doubtful accounts 4,637 2,935 -- 4,258 3,314
Year ended December 31, 1994
Accounts and notes receivable -
allowance for
doubtful accounts 4,589 2,671 -- 2,623 4,637
* Uncollectible accounts written-off
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
December 31, 1996
(Page 1 of 2)
Costs Capitalized Gross Amount
Initial Cost Subsequent At Which Carried
to Company to Acquisition at December 31, 1996
----------------- ----------------- ----------------------
Buildings & Buildings &
Improve- Improve- Carrying Improve-
Description Land ments ments Costs Land ments Total
- ------------------------------- ----------------- ----------------------
(In thousands)
Land Investments/
Developments:
Houston, TX $ 6,158 49 977 1,553 4,283 -- 4,283
Ft Worth, TX 11,501 -- 91 -- 7,720 -- 7,720
Ft Worth, TX 11,289 -- -- 42 11,331 -- 11,331
Ft Worth, TX 1,000 -- -- -- 665 -- 665
Olathe, KS 3,292 -- 49 -- 2,659 -- 2,659
Parking:
Reno, NV -- 5,277 19 -- -- 5,296 5,296
Residential:
Juno Beach, FL 13,740 -- 33,233 2,723 1,313 6,601 7,914
Santa Fe, NM 4,576 -- 66,236 17,423 627 17,658 18,285
--------------------------------------------------------------
$ 51,556 5,326 100,605 21,741 28,598 29,555 58,153
==================================================
Reserves (31,435)
-------
Net real estate before depreciation 26,718
Accumulated depreciation (1,293)
-------
Net real estate 25,425
Less current portion (1,223)
-------
Real estate, net of current portion $ 24,202
=======
(1) Reserves have been established to reflect lower net realizable values
based on periodic evaluation of changes in market conditions, recent
sales prices, and appraisals.
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
December 31, 1996
(Page 2 of 2)
Date
Accum. Tax Constr. Date Depr.
Description Reserves Depr. Basis Began Acquired Life
- ---------------------------------------------------------------------------
(In thousands)
Land Investments/
Developments
Houston, TX $ 2,065 -- 4,580 -- 1974 --
Ft Worth, TX 5,569 -- 7,495 -- 1986 --
Ft Worth, TX 10,559 -- 8,021 -- 1986 --
Ft Worth, TX 632 -- 665 -- 1986 --
Olathe, KS -- -- 2,438 -- 1991 --
Parking:
Reno, NV 947 1,293 4,385 -- 1989 20 yrs
Residential:
Juno Beach, FL 2,393 -- 5,557 1985 1983 --
Santa Fe, NM 9,270 -- 12,078 1987 1985 --
-------------------------
$ 31,435 1,293 45,219
=========================
SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Schedule III
Real Estate and Accumulated Depreciation
Reconciliation Between Years
A) Reconciliations of total real estate carrying value for the three years
ended December 31, 1996 are as follows:
1996 1995 1994
- ---------------------------------------------------------------------------
(In thousands)
Balance at beginning of year $ 36,314 39,665 38,921
Additions during year:
Improvements 5,377 13,975 11,689
Consolidate joint venture -- -- 3,292
----------------------------------
41,691 53,640 53,902
Deductions during year:
Value of real estate sold 12,773 9,891 9,837
Provision for loss on sale of
real estate 2,200 7,435 4,400
----------------------------------
14,973 17,326 14,237
----------------------------------
Balance at end of year $ 26,718 36,314 39,665
==================================
B) Reconciliations of accumulated depreciation for the three years ended
December 31, 1996 are as follows:
1996 1995 1994
- ---------------------------------------------------------------------------
(In thousands)
Balance at beginning of year $ 1,293 1,081 868
Additions during year - depreciation -- 212 213
----------------------------------
1,293 1,293 1,081
Deductions during year - accumulated
depreciation of real estate sold -- -- --
----------------------------------
Balance at end of year $ 1,293 1,293 1,081
==================================