-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q2Q6H3qe8ST7+HRSvkY/9UkOW9DDKdKsyVyjxeOBoa7xxz8hk7ILqvAw+Wgdy3nP Ep9B4302+PABQfBeJBOuvw== 0000936392-95-000023.txt : 19950518 0000936392-95-000023.hdr.sgml : 19950518 ACCESSION NUMBER: 0000936392-95-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950511 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL IMAGING CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000746712 STANDARD INDUSTRIAL CLASSIFICATION: 8093 IRS NUMBER: 953643045 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12787 FILM NUMBER: 95536969 BUSINESS ADDRESS: STREET 1: 9444 FARNHAM ST STE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6195600110 MAIL ADDRESS: STREET 2: 9444 FARNHAM STREET SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 10-Q 1 FORM 10-Q FOR THE PERIOD ENDING 3-31-95 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) /X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995, or / / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------- ------- Commission File Number 0-12787 MEDICAL IMAGING CENTERS OF AMERICA, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-3643045 - - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 9444 Farnham St., Suite 100 San Diego, California 92123 - - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (619) 560-0110 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 12,136,560 shares of Common Stock as of May 5, 1995 PAGE 1 OF 8 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements MEDICAL IMAGING CENTERS OF AMERICA, INC. CONSOLIDATED BALANCE SHEETS
March 31, 1995 December 31, (in thousands except share information) (Unaudited) 1994 - - --------------------------------------- -------------- ------------ ASSETS: Current assets: Cash and cash equivalents (includes restricted cash of $643 in 1995 and $832 in 1994) $ 8,161 $ 8,524 Trade and notes receivable, net of allowance for doubtful accounts of $5,486 in 1995 and $5,554 in 1994 9,154 9,524 Prepaid expenses and other current assets 1,467 1,611 -------- -------- Total current assets 18,782 19,659 Equipment and leasehold improvements, net of accumulated depreciation and amortization of $32,979 in 1995 and $33,674 in 1994 24,576 28,813 Equipment held for sale, net of accumulated depreciation of $2,461 in 1995 and $1,137 in 1994 600 400 Investment in and advances to unconsolidated entities, net of allowance for doubtful accounts of $1,788 in 1995 and 1994 1,752 2,069 Intangible assets, net of accumulated amortization of $1,755 in 1995 and $1,606 in 1994 1,129 1,269 Other assets 1,219 1,259 -------- -------- $ 48,058 $ 53,469 ======== ======== LIABILITIES AND NET CAPITAL DEFICIENCY: Current liabilities: Current portion long-term debt and capital lease obligations $ 11,044 $ 11,541 Current portion convertible subordinated debt 2,800 2,800 Accounts payable 1,957 2,062 Accrued payroll and related taxes 791 1,493 Other accrued liabilities 2,575 3,230 -------- -------- Total current liabilities 19,167 21,126 Long-term debt and capital lease obligations 21,311 25,406 Minority interest in consolidated partnerships 1,317 1,598 Convertible subordinated debt 8,200 8,200 Commitments Net Capital Deficiency: Preferred stock, no par value, 5,000,000 shares authorized; Series B preferred shares, no par value, 300,000 shares authorized, no shares issued or outstanding -- -- Common stock, no par value, 30,000,000 shares authorized; 12,136,560 and 12,133,227 shares issued and outstanding at March 31, 1995 and December 31, 1994, respectively 54,473 54,473 Accumulated deficit (56,410) (57,334) -------- -------- Total Net Capital Deficiency (1,937) (2,861) -------- -------- $ 48,058 $ 53,469 ======== ========
See accompanying notes. PAGE 2 OF 8 3 MEDICAL IMAGING CENTERS OF AMERICA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Three Months Ended March 31, (in thousands except per share information) 1995 1994 - - ------------------------------------------- -------- -------- REVENUES: Medical services $ 12,139 $ 14,157 Equipment and medical suite sales 2,036 235 -------- -------- Total revenues 14,175 14,392 COSTS AND EXPENSES: Costs of medical services 7,673 9,367 Costs of equipment and medical suite sales 1,542 213 Marketing, general and administrative 783 1,149 Depreciation and amortization of equipment and leasehold improvements 2,633 3,048 Amortization of intangibles and deferred costs 158 93 Equity in net income of unconsolidated entities (183) (127) Interest expense 919 1,375 Interest income (154) (85) -------- -------- Total costs and expenses 13,371 15,033 -------- -------- Income (loss) before minority interest 804 (641) Minority interest in net (income) loss of consolidated partnerships 120 (21) -------- -------- Net income (loss) $ 924 $ (662) ======== ======== NET INCOME (LOSS) PER SHARE $ .07 $ (.05) ======== ======== SHARES USED IN PER SHARE AMOUNTS 12,382 12,123 ======== ========
See accompanying notes. PAGE 3 OF 8 4 MEDICAL IMAGING CENTERS OF AMERICA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended March 31, ---------------------------- (in thousands) 1995 1994 - - -------------- ------- ------- OPERATING ACTIVITIES: Net income (loss) $ 924 ($ 662) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 2,791 3,141 Provision for bad debts 268 402 Equity in net income of unconsolidated entities (183) (127) Minority interest in net income (loss) of consolidated partnerships (120) 21 Net value of equipment dispositions 1,555 227 Change in assets and liabilities Decrease in trade receivables 27 59 Decrease in prepaid expenses and other current assets 133 278 (Decrease) increase in accounts payable and other accrued liabilities (702) 30 Decrease in accrued payroll and related taxes (701) (222) ------- ------- Net cash provided in operating activities 3,992 3,147 INVESTING ACTIVITIES: Capital expenditures (169) (461) Cost of acquisitions, net of cash acquired (50) -- Investment in and advances to unconsolidated entities, net 520 212 Other, net 3 (4) ------- ------- Net cash used in investing activities 304 (253) FINANCING ACTIVITIES: Principal payments on long-term debt and capital lease obligations (4,506) (2,885) Distribution to minority interests (151) (317) Other, net (2) (56) ------- ------- Net cash used in financing activities (4,659) (3,258) ------- ------- Net decrease in cash and cash equivalents (363) (364) Cash and cash equivalents at beginning of period 8,524 8,182 ------- ------- Cash and cash equivalents at end of period $ 8,161 $ 7,818 ======= ======= SUPPLEMENTAL CASH FLOW DATA: Interest paid $ 754 $ 1,210 ======= ======= Income taxes paid $ 6 $ 11 ======= ======= SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: Additions to capital lease and long-term debt obligations $ 280 $ 1,754 ======= ======= Retirement of debt and termination of capital lease obligations $ 389 $ --- ======= =======
See accompanying notes. PAGE 4 OF 8 5 MEDICAL IMAGING CENTERS OF AMERICA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. Further, the financial statements reflect, in the opinion of management, all adjustments necessary to state fairly the financial position and results of operations as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 1994, which are included in the Company's Form 10-K. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 1995. 2. Primary net income (loss) per share is computed on the basis of weighted average number of common shares outstanding and includes common stock equivalents when their effect is dilutive. For the quarter ended March 31, 1994, common stock equivalents were excluded from the net loss computation as their effect was antidilutive. 3. No income tax provisions have been recorded for the three months ended March 31, 1995 and 1994 due to net operating loss carryforwards available for income tax purposes. 4. Certain 1994 amounts have been reclassified to conform with the March 31, 1995 presentation. PAGE 5 OF 8 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations: BUSINESS Medical Imaging Centers of America, Inc. ("MICA" or the "Company") is a California corporation organized in July 1981 which provides outpatient services and medical equipment rentals to physicians, managed care providers and hospitals. These services include magnetic resonance imaging ("MRI"), computed tomography ("CT"), nuclear medicine and ultrasound. The Company's operations include diagnostic medical centers ("DMC's"), diagnostic equipment rentals, fee-for-service agreements (fixed and mobile), and management, marketing and related support services. RESULTS OF OPERATIONS REVENUES FROM MEDICAL SERVICES Revenues for the first quarter declined from $14.2 million in 1994 to $12.2 million in 1995, primarily due to the Company's sale of underperforming assets and termination of certain unprofitable leases and contracts used in its fee-for-service business. As noted above, a number of factors exist that could have an impact on the Company's future revenues, including declining prices and an oversupply in the diagnostic equipment market, declining trends in reimbursement and competition in the healthcare industry. REVENUES FROM EQUIPMENT AND MEDICAL SUITE SALES Revenues from equipment and medical suite sales for the first quarter increased from $.2 million in 1994 to $2 million in 1995. The increase in sales is due to the quantity and type of equipment and medical suites sold and will vary accordingly. The Company intends to sell equipment and its remaining inventory of medical suites in the future, but such sales are subject to market conditions and there can be no assurances that such sales will or will not occur. COSTS OF MEDICAL SERVICES Costs for the first quarter decreased from $9.4 million (66% of medical services revenues) in 1994 to $7.7 million (63% of medical services revenues) in 1995, primarily due to the Company's sales of underperforming assets and termination of certain unprofitable leases and contracts used in its fee-for-service business. COSTS OF EQUIPMENT AND MEDICAL SUITE SALES Costs of equipment and medical suite sales for the first quarter increased from $.2 million in 1994 to $1.5 million in 1995. The difference in costs is directly related to the quantity and type of equipment and medical suites sold and will vary accordingly. MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES Marketing, general and administrative expenses for the first quarter decreased from $1.1 million (8% of medical services revenues) in 1994 to $.8 million (6% of medical services revenues) in 1995. The decrease in costs resulted from reductions in the number of administrative employees and other spending reductions which took place throughout 1994. DEPRECIATION AND AMORTIZATION Depreciation and amortization of equipment and leasehold improvements for the first quarter decreased from $3.1 million in 1994 to $2.8 million in 1995. This decrease is primarily due to the sale of underperforming assets and termination of certain unprofitable leases used in the fee-for-service business. INTEREST EXPENSE Interest expense for the first quarter decreased from $1.4 million in 1994 to $.9 million in 1995. This decrease resulted from the sale of underperforming assets and termination of certain unprofitable leases used in the fee-for-service business. PAGE 6 OF 8 7 LIQUIDITY AND CAPITAL RESOURCES At March 31, 1995, the Company's cash and cash equivalents totalled $8.2 million; however, the Company had a working capital deficit of $.4 million. The working capital deficit reflects the short-term classification of a $2.8 million mandatory redemption payment made in April towards the Company's convertible subordinated debt. During the first quarter of 1995, cash flows from operations of $4 million were offset by payments against long-term debt of $4.5 million. The Company's ability to meet its current obligations is dependent on its ability to maintain revenues from existing contracts while reducing related costs. In addition, a number of factors exist that could have an impact on the Company's future revenues: (i) declining prices and an oversupply in the diagnostic equipment market; (ii) changes in healthcare legislation which has limited reimbursement and prohibited referrals from physician investors; (iii) healthcare initiatives which could reduce reimbursement to the Company; and (iv) competition in the healthcare industry. OPERATING TRENDS Declining reimbursement continues to adversely impact revenues earned by the Company, and MICA does not expect improvements in reimbursement trends in the future. The Company's strategy is to offset the declining trends in reimbursement by securing managed care contracts and developing strategic alliances with hospitals or other healthcare providers to increase the extent of its imaging services. By positioning itself to take advantage of managed care contracts, management believes that it can maintain its DMC revenues. The Company will continue to pursue opportunities in its fee-for-service business; however, the Company expects to sell equipment as contracts expire. The Company will continue to evaluate its operating costs and reduce spending as appropriate; however, there can be no assurances that such actions will be sufficient to provide adequate cash to sustain the operations of the Company. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: None (b) Reports: None PAGE 7 OF 8 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MEDICAL IMAGING CENTERS OF AMERICA, INC. Date : May 10, 1995 /s/ Robert S. Muehlberg ------------------------------------- Robert S. Muehlberg Chairman of the Board of Directors, President and Chief Executive Officer Date : May 10, 1995 /s/ Denise L. Sunseri ------------------------------------- Denise L. Sunseri Vice President and Chief Financial Officer PAGE 8 OF 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1 8,161 0 14,640 5,486 0 18,782 60,616 35,440 48,058 19,167 29,511 54,473 0 0 (56,410) 48,058 2,036 14,175 1,542 8,947 2,791 268 919 804 0 924 0 0 0 924 .07 0
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