<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Amendment June 13, 1997
MEDICAL RESOURCES, INC.
-----------------------
(Exact Name of Registrant as Specified in its Charter)
------------------------------------------------------
Delaware 0-20440 13-3584552
-------- ------- ----------
(State or Other (Commission (I.R.S. Employer
Jurisdiction) File Number) Identification No.)
155 State Street, Hackensack, N.J. 07601
- -------------------------------------- -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone numbers, including area code (201) 488-6230
----------------------------------------
AMENDMENT NO 1
The undersigned registrant hereby amends its
Current Report on Form 8-K, filed on July 19, 1996
to add Item 7 as set forth herein.
1
<PAGE>
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statement of businesses acquired
------------------------------------------
On January 12, 1996, the Company consummated the acquisition of the common stock
of NurseCare Plus, Inc. ("NurseCare Plus") which provides supplemental
healthcare staffing services for clients including hospitals, clinics and home
health agencies in Southern California. Pursuant to the acquisition, the
Company acquired all of the common stock of NurseCare Plus for $1,264,000 cash
and a prime plus one percent note payable for $1,250,000 due January 12, 1999.
The audited financial statements of NurseCare Plus and the reports thereon of
independent auditors, all appearing after the signature page to this Form 8-K/A,
are included herein.
NURSECARE PLUS, INC.
Report of Independent Auditors
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the Years Ended December 31, 1995
and 1994
Statements of Shareholder's Equity for the Years Ended December 31,
1995, 1994 and 1993
Statement of Cash Flows for the Years Ended December 31, 1995, 1994
and 1993
Notes to Financial Statements
On April 19, 1996, Medical Resources, Inc. (the "Company") entered into an asset
purchase agreement with Americare Imaging Centers Inc. and MRI Associates of
Tarpon Springs, Inc. ("Americare"). Pursuant to the acquisition, the Company
acquired certain of the assets and liabilities of Americare for $1,500,000 cash
and $1,275,000 of the Company's common stock. The audited financial statements
of Americare and the reports thereon of independent auditors, all appearing
after the signature page to this Form 8-K/A, are included herein.
AMERICARE IMAGING, INC.
Independent Auditors' Report
Consolidated Balance Sheet as of December 31, 1995
Consolidated Statement of Operations and Accumulated Deficit for the
Year Ended December 31, 1995
Consolidated Statement of Cash Flows for the Year Ended December 31,
1995
Notes to Consolidated Financial Statements
On April 30, 1996, the Company entered into an asset purchase agreement with
Access Imaging Center, Inc. ("Access"). Pursuant to the acquisition, the
Company acquired certain of the assets and liabilities of Access for $1,300,000
cash and $1,445,000 of the Company's common stock. The audited financial
statements of Access and the reports thereon of independent auditors, all
appearing after the signature page to this Form 8-K/A, are included herein.
Access Imaging Center, Inc.
Independent Auditors' Report
Balance Sheet as of December 31, 1995
Statement of Income and Retained Earnings For the Year Ended December
31, 1995
Statement of Cash Flows for the Year Ended December 31, 1995
2
<PAGE>
Notes to Financial Statements
(b) Pro Forma Financial Information
-------------------------------
The Pro Forma Consolidated Statements of Operations for the Year Ended
December 31, 1995 ("1995 Financial Statements") combines the individual
Financial Statements of the Company, Americare, Access and NurseCare Plus for
the year ended December 31, 1995 after giving effect to the pro forma
adjustments described in the Notes to Pro Forma Consolidated Financial
Statements.
The following 1995 pro forma consolidated data reflects the Acquisition of
Americare, Access and NurseCare Plus as if they had occurred on January 1, 1995.
The following unaudited pro forma information does not purport to be indicative
of the results which would actually have been obtained had the acquisitions been
completed during the periods presented or which may be obtained in the future.
The Pro Forma Consolidated Statements of Operations for the Three Months
Ended March 31, 1996 ("1996 Financial Statements") combines the individual
Financial Statements of the Company, Americare, Access and NurseCare Plus for
the three months ended March 31, 1996 after giving effect to the pro forma
adjustments described in the Notes to Pro Forma Consolidated Financial
Statements.
The following 1996 pro forma consolidated data reflects the Acquisition of
Americare, Access and NurseCare Plus as if they had occurred on January 1, 1996.
The following unaudited pro forma information does not purport to be indicative
of the results which would actually have been obtained had the acquisitions been
completed during the periods presented or which may be obtained in the future.
3
<PAGE>
MEDICAL RESOURCES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
As of March 31, 1996
--------------------------------------------------------------------
Medical Americare Access Imaging
ASSETS Resources, Inc. (9) Imaging Center, Inc. Center, Inc.
------ --------------------- --------------------- ---------------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 8,528,344 $ 1,841 $ 192
Accounts receivable, net 18,146,463 1,656,656 587,913
Other receivables 717,060 - -
Deferred tax asset 1,871,397 - -
Prepaid expenses 1,643,550 21,721 48,647
--------------------- --------------------- ---------------------
Total current assets 30,906,814 1,680,218 636,752
Medical diagnostic and office equipment, net 12,680,705 1,590,584 1,470,349
Goodwill 11,247,083 - -
Other assets 2,136,547
Deferred tax asset, net 326,999 - -
Value of venture contracts 237,031
--------------------- --------------------- ---------------------
Total assets $ 57,535,179 $ 3,270,802 $ 2,107,101
===================== ===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of notes payable $ 1,395,287 $ 836,666 $ 51,867
Current portion of obligations under
capital leases 3,723,068 260,014 408,000
Accounts payable and accrued expenses 6,823,345 262,883 91,026
Other current liabilities 1,283,684 - -
Income taxes payable 397,570 61,556 -
--------------------- --------------------- ---------------------
Total current liabilities 13,622,954 1,421,119 550,893
Notes payable 5,259,697 1,411,626 89,103
Obligations under capital leases 7,840,987 658,044 531,072
Convertible debentures 10,232,965 - -
Other long-term liabilities 889,951 - -
--------------------- --------------------- ---------------------
Total liabilities 37,846,554 3,490,789 1,171,068
--------------------- --------------------- ---------------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 20,000,000 shares
authorized, 7,697,500 pro forma number of
shares issued and outstanding at December 31, 1994 80,670 1,000 54
Common Stock to be issued 1,721,250 - -
Additional paid-in capital 22,306,363 41,879 209,976
Retained income (deficit) (3,000,900) (262,866) 726,003
Less 265,000 common shares in Treasury,
at cost (1,418,758) - -
--------------------- --------------------- ---------------------
Total stockholders' equity 19,688,625 (219,987) 936,033
--------------------- --------------------- ---------------------
Total liabilities and stockholders'
equity $ 57,535,179 $ 3,270,802 $ 2,107,101
===================== ===================== =====================
<CAPTION>
As of March 31, 1996
-------------------------------------------------
Pro Forma
-------------------------------------------------
ASSETS Adjustments Total
------ --------------------- ---------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ (2,033) (8) $ 5,728,344
(2,800,000) (6)
Accounts receivable, net (1,494,569) (8) 18,896,463
Other receivables - 717,060
Deferred tax asset - 1,871,397
Prepaid expenses (70,368) (8) 1,643,550
--------------------- ---------------------
Total current assets (4,366,970) 28,856,814
Medical diagnostic and office equipment, net (585,433) (8) 15,156,205
Goodwill 5,520,000 (6) 16,085,583
(716,046) (7)
30,474 (8)
Other assets 2,136,547
Deferred tax asset, net - 326,999
Value of venture contracts 237,031
--------------------- ---------------------
Total assets $ (117,975) $ 62,799,179
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current portion of notes payable $ (727,769) (8) $ 1,556,051
Current portion of obligations under capital leases 8,635 (8) 4,403,789
Accounts payable and accrued expenses (353,909) (8) 6,823,345
Other current liabilities - 1,283,684
Income taxes payable (61,556) (8) 397,570
--------------------- ---------------------
Total current liabilities (1,130,527) 14,464,439
Notes payable (1,454,357) (8) 5,306,069
Obligations under capital leases 467,027 (8) 9,497,130
Convertible debentures - 10,232,965
Other long-term liabilities - 889,951
--------------------- ---------------------
Total liabilities (2,117,857) 40,390,554
--------------------- ---------------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 20,000,000 shares
authorized, 7,697,500 pro forma number of
shares issued and outstanding at December 31, 1994 (1,054) (7) 83,390
2,720 (6)
-
Common Stock to be issued - 1,721,250
Additional paid-in capital 2,717,280 (6) 25,023,643
(251,855) (6)
Retained income (deficit) (463,137) (7) (3,000,900)
Less 265,000 common shares in Treasury, at cost - (1,418,758)
--------------------- ---------------------
Total stockholders' equity 2,003,954 22,408,625
--------------------- ---------------------
Total liabilities and stockholders' equity $ (117,975) $ 62,799,179
===================== =====================
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements.
4
<PAGE>
MEDICAL RESOURCES, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Month Period Ended March 31, 1996
------------------------------------------------------------------------------
Medical NurseCare Plus, Americare Imaging Access Imaging
Resources, Inc. Inc. Center, Inc. Center, Inc.
------------------------------------------------------------- -----------
<S> <C> <C> <C> <C>
Net service revenue $ 18,098,004 $176,276 $1,041,847 $ 795,680
------------------------------------------------------------- -----------
Operating expenses of services 12,036,999 96,119 754,159 311,893
Provisions for uncollectible accounts receivable 814,708 2,000 - -
Corporate general and administrative 1,601,205 5,000 114,042 135,265
Depreciation and amortization 1,316,909 1,000 236,795 67,114
------------ ----------- ----------- -----------
Operating income (loss) 2,328,183 72,157 (63,149) 281,408
Interest (income)/expense 548,894 - - -
------------ ----------- ----------- -----------
Income/ (loss) before minority interest and
income taxes 1,779,289 72,157 (63,149) 281,408
Minority interest in losses of joint ventures
and limited partnerships 43,691 - - -
------------ ----------- ----------- -----------
Income before income taxes 1,735,598 72,157 (63,149) 281,408
Provision for income taxes 437,820 - - -
------------ ----------- ----------- -----------
Income from continuing operations $ 1,297,778 $ 72,157 $ (63,149) $ 281,408
============ =========== =========== ===========
<CAPTION>
For the Three Month Period Ended March 31, 1996
------------------------------------------------------------------------------
ProForma With
Pro Forma Other Historical Historical
----------------------------------
Adjustments Total Acquisitions (13) Acquisitions
----------------- -------------------------------- -------------
<S> <C> <C> <C> <C>
Net service revenue $ - $ 20,111,807 $ 194,724 $ 20,306,531
----------------- -------------------------------- -------------
Operating expenses of services - 13,199,170 112,881 13,312,051
Provisions for uncollectible accounts receivable - 816,708 15,000 831,708
Corporate general and administrative 18,750 (12) 1,806,220 10,000 1,816,220
(68,042) (10) -
10,000 (13) -
Depreciation and amortization 60,430 (1) 1,682,248 20,000 1,702,248
------------ ------------------------------------------------------
Operating income (loss) (79,180) 2,539,419 36,843 2,576,262
Interest (income)/expense - 548,894 10,000 558,894
------------ ------------------------------------------------------
Income/ (loss) before minority interest and
income taxes (79,180) 1,990,525 26,843 2,017,368
Minority interest in losses of joint ventures
and limited partnerships - 43,691 43,691
------------ ------------------------------------------------------
Income before income taxes (79,180) 1,946,834 26,843 2,158,070
Provision for income taxes 88,160 (5) 525,980 8,737 534,717
------------ ------------------------------------------------------
Income from continuing operations $ (167,340) $ 1,420,854 $ 18,106 $ 1,543,930
============ ======================================================
</TABLE>
See Notes to Pro Forma Consolidated Financial Statements.
5
<PAGE>
MEDICAL RESOURCES, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMHER 31, 1995 AMERICARE IMAGING
MEDICAL NURSECARE PLUS, AMERICARE IMAGING ACCESS IMAGING
RESOURCES, INC. INC. CENTER, INC. CENTER, INC.
------------------------------------------------------------- -------------------
<C> <C> <C> <C>
Net service revenue $ 51,993,758 $ 4,423,367 $ 4,411,606 $ 2,604,318
------------------------------------------------------------- -------------------
Operating expenses of services 31,563,796 3,383,815 1,467,485 1,602,120
Provisions for uncollectible accounts
receivable 3,377,862 - - -
Corporate general and administrative 4,978,045 1,017,097 1,827,775 452,920
Depreciation and amortization 4,567,144 2,016 841,964 268,454
------------------- ------------------- ------------------- -------------------
Operating income (loss) 7,506,911 20,439 274,382 280,824
Interest (income)/expense 1,829,017 3,646 318,182 37,904
------------------- ------------------- ------------------- -------------------
Income (loss) before minority
interest and income taxes 5,677,894 16,793 (43,800) 242,920
Minority interest in losses of
joint ventures and limited
partnerships 124,085 - - -
------------------- ------------------- ------------------- -------------------
Income before income taxes 5,801,979 16,793 (43,800) 242,920
Provision for income taxes 1,659,111 - - -
------------------- ------------------- ------------------- -------------------
Income from continuing operations $ 4,142,868 $ 16,793 $ (43,800) $ 242,920
=================== =================== =================== ===================
<CAPTION>
-------------------------------------
PRO FORMA
ADJUSTMENTS TOTAL
--------------- ---------------
<S> <C> <C>
Net service revenue $ - $ 63,433,049
--------------- ---------------
Operating expenses of services - 38,017,216
Provisions for uncollectible accounts
receivable - 3,377,862
Corporate general and administrative (334,226) (2) 7,106,611
(360,000) (3)
(475,000) (4)
Depreciation and amortization 346,074 (1) 6,025,652
--------------- ---------------
Operating income (loss) 823,152 8,905,749
Interest (income)/expense - 2,188,749
--------------- ---------------
Income/(loss) before minority
interest and income taxes 823,152 6,716,959
Minority interest in losses of
joint ventures and limited
partnerships - 124,085
--------------- ---------------
Income before income taxes 823,152 6,841,044
Provision for income taxes 413,916 (5) 2,073,027
--------------- ---------------
Income from continuing operations $ 409,236 $ 4,768,017
=============== ===============
</TABLE>
See Notes to Pro Forma Financial Statements.
6
<PAGE>
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1) Adjustment reflects the additional amortization of goodwill due to the
acquisition of Americare, Access and NurseCare Plus, Inc. The goodwill
created from the acquisition of Americare, Access and NurseCare Plus were
$2,862,926, $1,971,502 and $2,087,049, respectively, and are being
amortized on a straight-line basis over 20 years. The adjustment only
reflects Pro Forma amortization for Americare and Access as NurseCare Plus
amortization has been reflected in Medical Resources, Inc. depreciation and
amortization for the quarter ended March 31, 1996.
(2) Adjustment reflects the reduction in the consulting and management service
fees paid to the former owners of Americare in the amount of $518,226. The
reduction is offset by $40,000 in fees to be incurred by the Company by
hiring a new center manager for the centers. In addition, the amount also
includes $144,000 in fees to be paid to the former owner over the next year
as consulting fees paid by the Company.
(3) Adjustment reflects the reduction in the management and marketing fees paid
to the former owner of Access in the amount of $400,000. Thereduction is
offset by $40,000 in fees to be incurred by the Company by hiring a new
center manager for the center.
(4) Adjustment reflects the reduction in the salaries paid to the former owner
of NurseCare Plus of $550,000 offset by consulting fees of $75,000 to be
paid to the former owner by the Company for nine months subsequent to the
acquisition.
(5) Adjustment reflects the tax effect of the operations of Americare and
Access and the adjustments to amortization and corporate general and
administrative expenses discussed above calculated at the Company's
statutory tax rate of 40%.
(6) Adjustment reflects the of the consideration given by the Company to
acquire the net business assets of both Americare and Access.
(7) Adjustment reflects the elimination of the common stock, retained earnings
and additional paid-in capital of both Americare and Access.
(8) Adjustment reflects the carrying value of the assets and liabilities of
Americare and Access as stated in their March 31, 1996 unaudited financial
statements adjusted to the agreed upon purchase price of such assets
acquired and liabilities assumed which were a part of the acquisitions.
(9) The March 31, 1996 consolidated balance sheet of Medical Resources, Inc.
included in the Company's Form 10-Q contains the assets and liabilities of
NurseCare Plus. Therefore, no pro forma adjustments are included herein for
the acquisition of NurseCare Plus.
7
<PAGE>
(10) Adjustment reflects the reduction in the consulting and management service
fees paid to the former owners of Americare in the amount of $114,042. The
reduction is offset by $10,000 in fees to be incurred by the Company by
hiring a new center manager for the center. In addition, the amount also
includes $36,000 in fees to be paid to the former owner over the next year
as consulting fees.
(11) Adjustment reflects the pro forma operating results for the Company's
acquisition of MRICT (four imaging centers in New York City) on January 9,
1996, as disclosed in the Company's Report on Form 8-K dated January 9,
1996, as if the acquisition had occurred on January 1, 1996.
(12) Adjustment reflects the consulting fees of $18,750 to be paid to the former
owner of NursCare Plus by the Company for the three months subsequent to
the acquisition.
(13) The amount also included $10,000 in fees to be incurred by the Company by
hiring a new center manager for the center for the three months ended March
31, 1996.
(14) Reflects the operations for the period January 1, 1996 through January 12,
1996 (date of acquisition).
8
<PAGE>
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 hereunto duly authorized.
MEDICAL RESOURCES, INC.
By: /S/ William D. Farrell
------------------------------------
William D. Farrell
President and Chief Operating Officer
Dated: June 13, 1997
9
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
ACCESS IMAGING CENTER, INC.:
Independent Auditors' Report 13
Balance Sheet as of December 31, 1995 14
Statement of Income and Retained Earnings for the Year Ended
December 31, 1995 15
Statement of Cash Flows for the Year Ended December 31, 1995 16
Notes to Financial Statements 17 - 20
AMERICARE IMAGING CENTER, INC.:
Independent Auditors' Report 23
Consolidated Balance Sheet as of December 31, 1995 24
Consolidated Statement of Income and Retained Earnings for the Year Ended
December 31, 1995 25
Consolidated Statement of Cash Flows for the Year Ended December 31, 1995 26
Notes to Consolidated Financial Statements 27 - 31
NURSECARE PLUS, INC.:
Report of Independent Auditors 34
Balance Sheets as of December 31, 1995 and 1994 35
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993 36
Statements of Shareholder's Equity for the Years Ended December 31, 1995, 1994 and 1993 37
Statement of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 38
Notes to Financial Statements 39 - 40
AMERICARE IMAGING CENTER, INC.:
Consolidated balance sheet as of March 31, 1996 (unaudited) 41
Consolidated statement of operations for the three months ended
March 31, 1996 (unaudited) 42
Notes to Unaudited Consolidated Financial Statements 43
ACCESS IMAGING CENTER, INC.:
Balance sheet as of March 31, 1996 (unaudited) 44 - 45
Statements of Income for the three months ended March 31, 1996 (unaudited) 46
Notes to Unaudited Financial Statements 47
</TABLE>
1
<PAGE>
ACCESS IMAGING CENTER, INC.
FINANCIAL STATEMENTS
December 31, 1995
11
<PAGE>
ACCESS IMAGING CENTER, INC.
TABLE OF CONTENTS
December 31, 1995
FINANCIAL STATEMENTS PAGE
Independent Auditors' Report 1
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Cash Flows 4
Notes to Financial Statements 5-8
12
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Access Imaging Center, Inc.
We have audited the accompanying balance sheet of Access Imaging Center, Inc. as
December 31, 1995 and the related statements of income and retained earnings and
cash flows for the year then ended. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Access Imaging Center, Inc. as
of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Weisberg, Polansky, Kulberg, Einhorn & Mole, LLP
Carle Place, New York
May 31, 1996
13
<PAGE>
ACCESS IMAGING CENTER, INC.
BALANCE SHEET
December 31, 1995
ASSETS
CURRENT ASSETS
Cash and cash equivalents - note 1b $ 192
Accounts receivable - note 2 597,066
Prepaid expenses 49,412
----------
Total Current Assets 646,670
Property and equipment - notes 1c and 3 355,689
Other assets 4,494
----------
Total Assets $1,006,853
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 100,526
Current portion of notes payable - note 4 51,867
Current portion of obligations under
capital leases - note 5 29,246
----------
Total Current Liabilities 181,639
Notes payable - note 4 102,078
Obligations under capital leases - note 5 68,511
----------
Total Liabilities 352,228
----------
COMMITMENTS AND CONTINGENCIES - note 5
STOCKHOLDERS' EQUITY
Capital stock (stated value - $1 per
share; 100 shares authorized,
54 shares issued and outstanding) 54
Paid in capital 209,976
Retained earnings 444,595
----------
Total Stockholders' Equity 654,625
----------
Total Liabilities and Stockholders' Equity $1,006,853
==========
See notes to financial statements. Page 2
14
<PAGE>
ACCESS IMAGING CENTER, INC.
STATEMENT OF INCOME AND RETAINED EARNINGS
For The Year Ended December 31, 1995
REVENUE $2,604,109
----------
EXPENSES
Medical supplies and other operating costs 582,738
Payroll and related costs 1,019,382
Other general and administrative expenses 438,340
Depreciation and amortization 268,454
Interest expense 37,904
----------
Total Expenses 2,346,818
----------
Net Income From Operations 257,291
OTHER INCOME (EXPENSE)
Loss on sale of property and equipment (14,580)
Interest income 209
----------
NET INCOME 242,920
Retained Earnings - beginning of year 291,048
Distributions to stockholders (89,373)
----------
Retained Earnings - end of year $ 444,595
==========
See notes to financial statements. Page 3
15
<PAGE>
ACCESS IMAGING CENTER, INC.
STATEMENT OF CASH FLOWS
For The Year Ended December 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 242,920
---------
Adjustments to reconcile net income to
net cash provided by
operating activities:
Depreciation and amortization 268,454
Loss on sale of property and equipment 14,580
Cash flow increase (decrease) from
changes in operating assets
and liabilities:
Accounts receivable (113,971)
Prepaid expenses (48,647)
Other assets (2,064)
Accounts payable and accrued expenses 63,197
---------
Total Adjustments 181,549
---------
Net cash provided by operating activities 424,469
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (365,911)
Proceeds from sale of property and equipment 37,856
---------
Net cash used in investing activities (328,055)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 133,679
Advances from lessor of equipment
under capital lease 97,757
Principal payments - notes payable (19,652)
Principal payments - capital lease obligations (313,160)
Distributions to stockholders (89,373)
---------
Net cash used in financing activities (190,749)
---------
Net decrease in cash and cash equivalents (94,335)
Cash and cash equivalents - beginning of year 94,527
---------
Cash and cash equivalents - end of year $ 192
=========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 37,904
=========
Income taxes paid $ -
=========
See notes to financial statements. Page 4
16
<PAGE>
ACCESS IMAGING CENTER, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Nature of Business
Access Imaging Center, Inc. was organized and began operations October 12,
1989. Income of the Corporation is derived mainly from MRI scans.
b) Cash and Cash Equivalents
Cash and cash equivalents for purposes of statement of cash flows includes
cash in banks and on hand.
c) Property and Equipment
Medical diagnostic equipment, office equipment, leasehold improvements and
vehicles are stated at cost. Depreciation and amortization are computed
upon the shorter of the estimated useful lives of the respective assets,
generally seven years, or the lease term, using the straight-line method
for financial reporting purposes and accelerated methods for income tax
purposes. Maintenance and repairs are charged to expense as incurred.
d) Leases
Leases which meet the criteria for capitalization are capitalized and the
related capital lease obligations are included in current and long-term
liabilities. Amortization and interest are charged to expense, with rent
payments being treated as payments of the capital lease obligations. All
other leases are accounted for as operating leases, with rent payments
being charged to expenses as incurred.
e) Revenue Recognition
Revenue is recorded as services are rendered to patients.
f) Income Taxes
Access Imaging Center, Inc. has elected to be treated as a Sub-chapter "S"
corporation for federal and state income tax purposes. Accordingly, no
provision has been made for income taxes as such taxes are the
responsibility of the individual stockholders.
g) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Page 5
17
<PAGE>
ACCESS IMAGING CENTER, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE 2 - ACCOUNTS RECEIVABLE
Accounts receivable is comprised of the following:
Accounts receivable $ 920,066
Less: allowance for doubtful accounts
and contractual adjustments (323,000)
---------
$ 597,066
=========
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following:
Medical diagnostic equipment $ 156,838
Office equipment, furniture and fixtures 166,647
Leasehold improvements 46,621
Transportation equipment 147,458
---------
517,564
Less: accumulated depreciation and
amortization (161,875)
---------
$ 355,689
=========
NOTE 4 - NOTES PAYABLE
Notes payable are comprised of the following:
a) Note payable - original amount of $22,000
payable in quarterly installments of $1,500
including interest at a rate of 8%, with a
balloon payment of $12,646 due October 1, 1996. $ 14,849
b) Note payable - original amount of $22,000
payable in quarterly installments of $1,500
including interest at a rate of 8%, with a
balloon payment of $12,646 due October 1, 1996. 14,849
c) Note payable - original amount of $70,132 payable
in monthly installments of $1,282 including
interest at a rate of 9.5% with a balloon payment
in the amount of $37,073 due April 21, 1998;
collateralized by vehicles. 61,814
Page 6
18
<PAGE>
ACCESS IMAGING CENTER, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE 4 - NOTES PAYABLE (Continued)
d) Note payable - original amount of $63,547
payable in monthly installments of $1,114
including interest at a rate of 2% through
November, 2000; collateralized by medical
equipment $ 62,433
-----------
153,945
Less: current portion (51,867)
-----------
$ 102,078
===========
Maturities of long-term debt are as follows:
Year Amount
---- ------
1996 $ 51,867
1997 23,403
1998 53,681
1999 12,986
2000 12,008
-----------
$ 153,945
===========
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Leases
The Company entered into a ten-year agreement to lease space for its facility.
The lease, as amended, expired in February 1996. In October 1995, the Company
entered into a five-year agreement to lease new space for its facility. Rent
expense under the leases was approximately $103,962 for the year ending December
31, 1995.
In January 1996, the Company entered into a non-cancellable lease for medical
equipment. Pursuant to this lease, in December 1995, the lessor advanced
approximately $98,000 to the Company for site preparation costs. Repayment of
these advances will become part of the scheduled lease payment for the
equipment.
Page 7
19
<PAGE>
ACCESS IMAGING CENTER, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)
Future minimum payments under leases at December 31, 1995, including the lease
entered into in January 1996, are as follows:
Capital Operating
Leases Leases
------ -------
1996 $ 271,378 $ 68,181
1997 272,629 69,506
1998 272,629 72,528
1999 234,504 75,550
2000 234,504 78,572
Thereafter 58,626 -
---------- --------
Total minimum lease payments 1,344,270 $364,337
========
Less: amount representing interest (295,676)
----------
Present value of minimum lease payments $1,048,594
==========
Litigation
Counsel advises that the Company has no material liability in any commercial
litigation.
NOTE 6 - SUBSEQUENT EVENTS
In May 1996, the Company sold all of its assets for $3,000,000 and ceased
operations. In connection with this sale, substantially all liabilities were
assumed by the purchaser.
Page 8
20
<PAGE>
AMERICARE IMAGING CENTER, INC.
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
21
<PAGE>
AMERICARE IMAGING CENTER, INC.
TABLE OF CONTENTS
December 31, 1995
PAGE
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report 1
Consolidated Balance Sheet 2
Consolidated Statement of
Operations and Accumulated Deficit 3
Consolidated Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5-9
22
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Americare Imaging Center, Inc.
We have audited the accompanying consolidated balance sheet of Americare Imaging
Center, Inc. as of December 31, 1995 and the related consolidated statements of
operations and accumulated deficit and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Americare Imaging Center, Inc. as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Weisberg, Polansky, Kulberg, Einhorn & Mole, LLP
Carle Place, New York
May 31, 1996
23
<PAGE>
AMERICARE IMAGING CENTER, INC.
CONSOLIDATED BALANCE SHEET
December 31, 1995
ASSETS
CURRENT ASSETS
Cash and cash equivalents - note 1c $ 1,089
Accounts receivable - note 2 1,499,858
Prepaid expenses and other current assets 34,182
----------
Total Current Assets 1,535,129
Property and Equipment - notes 1d and 3 1,826,380
----------
Total Assets $3,361,509
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 216,117
Current portion of notes payable - note 4 1,168,835
Current portion of obligations under 398,505
capital leases - note 5 ----------
Total Current Liabilities 1,783,457
Notes Payable - note 4 937,699
Obligations under capital leases - note 5 797,191
----------
Total Liabilities 3,518,347
----------
Commitments and Contingencies - note 5
STOCKHOLDERS' EQUITY
Capital stock - (stated value - $10
per share; 200 shares authorized,
100 shares issued and outstanding) 1,000
Paid in capital 41,879
Accumulated deficit (199,717)
----------
Total Stockholders' Equity (156,838)
----------
Total Liabilities and Stockholders' Equity $3,361,509
==========
See notes to consolidated financial statements. Page 2
24
<PAGE>
AMERICARE IMAGING CENTER, INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Year Ended December 31, 1995
REVENUE $4,411,606
----------
EXPENSES
Outside payroll services 806,056
Medical supplies and other costs 661,429
General and administrative expenses 1,468,597
Management fees 359,178
Depreciation and amortization 841,964
Interest expense 318,182
----------
Total Expenses 4,455,406
----------
NET LOSS (43,800)
Accumulated Deficit - beginning of year (155,917)
----------
Accumulated Deficit - end of year $ (199,717)
==========
See notes to consolidated financial statements. Page 3
25
<PAGE>
AMERICARE IMAGING CENTER, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (43,800)
-----------
Adjustments to reconcile net income to
net cash provided by
operating activities:
Depreciation and amortization 841,964
Cash flow increase (decrease) from
changes in operating assets
and liabilities
Accounts receivable 713,180
Prepaid expenses and other current assets (746)
Accounts payable and accrued expenses (324,155)
-----------
Total Adjustments 1,230,243
-----------
Net cash provided by operating activities 1,186,443
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (375,634)
Acquisition of PSA Associates, net of
cash received (305,831)
-----------
Net cash used in investing activities (681,465)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 1,089,492
Principle payments - notes payable (1,292,602)
Principle payments - capital lease obligations (313,734)
-----------
Net cash used in financing activities (516,844)
-----------
Net decrease in cash and cash equivalents (11,866)
Cash and cash equivalents - beginning of year 12,955
-----------
Cash and cash equivalents - end of year $ 1,089
===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 318,182
===========
Income taxes paid $ -
===========
See notes to consolidated financial statements. Page 4
26
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Nature of Business
Americare Imaging Center, Inc. ("AIC") was founded in July, 1994 to
operate and manage outpatient diagnostic imaging centers in central
Florida. In January 1995, AIC acquired all of the common stock of MRI of
Tarpon Springs ("MRI") and the assets of Physicians Scanning Associates
("PSA") for $2,617,651. The purchase was funded by the assumption of the
liabilities of PSA in the amount of $2,312,651 and the delivery of a
promissory note to the seller in the amount of $305,000 (see note 4).
The fair value of assets acquired exceeded the purchase price by
approximately $185,000. This excess was recorded as a reduction to the
carrying value of the medical equipment acquired.
b) Principles of Consolidation
The consolidated financial statements include the accounts of AIC and
MRI (collectively referred to as the Company). All significant
intercompany transactions have been eliminated in consolidation.
c) Cash and Cash Equivalents
Cash and cash equivalents for purposes of statement of cash flows
includes cash in banks and on hand.
d) Property and Equipment
Property and equipment are stated at cost. Repairs and maintenance which
do not prolong normal asset life are charged to expense. Depreciation is
computed by the straight line method over estimated useful life of the
related assets.
e) Leases
Leases which meet the criteria for capitalization are capitalized and
the related capital lease obligations are included in current and long-
term liabilities. Amortization and interest are charged to expense, with
rent payments being treated as payments of the capital lease obligation.
All other leases are accounted for as operating leases, with rent
payments being charged to expense as incurred.
f) Revenue Recognition
Revenue is recognized as services are rendered to patients.
Page 5
27
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g) Income Taxes
The Company applies the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109
requires a company to recognize deferred tax liabilities and assets for
the expected future tax consequences of events that have been recognized
in a company's financial statements or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between the financial statement carrying amounts and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse.
For the year ended December 31, 1995, AIC's net income was not significant
and MRI incurred a net operating loss. Additionally, differences between
taxable income and income for financial statement purposes were not
significant. Accordingly, no provision for current or deferred income
taxes has been recorded in the financial statements.
h) Use of Estimates
The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
NOTE 2 - ACCOUNTS RECEIVABLE
Accounts receivable is comprised of the following:
Accounts receivable $ 3,841,437
Less: Allowance for doubtful accounts
and contractual adjustments (2,341,579)
-----------
$ 1,499,858
===========
Approximately $2,500,000 of the accounts receivable balance relates to services
performed on patients, the collection of which is contingent upon the outcome of
pending litigation involving the patient and outside third parties. Included in
the allowance for doubtful accounts and contractual adjustments is approximately
$1,500,000 for these receivables. Approximately 65 percent of the gross
revenues during the year were derived from patients in this category.
Page 6
28
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 3 - PROPERTY AND EQUIPMENT
Property and Equipment is comprised
of the following:
Medical diagnostic equipment $ 2,430,080
Leasehold improvements 335,557
Office equipment 53,767
Furniture and fixtures 33,839
-----------
2,853,243
Less: accumulated depreciation and
amortization (1,026,863)
-----------
$ 1,826,380
===========
NOTE 4 - NOTES PAYABLE
Notes payable are comprised of the following:
a) Note payable - original amount of
$305,000 payable in quarterly
installments of $18,540 including
interest at a rate of 7.75% through
January 2000; collateralized by the
assets of the Company. $ 266,369
b) Note payable - original amount of
$200,000 payable over 60 months
including interest at a rate of 7%
through July 1999, collaterlized by
medical equipment. The Company is
currently in arrears on this
obligation; accordingly, the entire
obligation has been recorded as
current. 203,500
c) Note payable - original amount of
$1,729,000 payable in monthly
installments of $55,687 including
interest at a rate of 7% through
November 1997. 1,194,603
d) Note payable - original amount of
$250,000 payable in monthly
installments of $5,250 including
interest at a rate of 9.5% through May
1999. 183,206
e) Note payable - original amount of
$414,100 payable in monthly
installments of $36,986 including
interest at a rate of 13% through June
1996. 213,740
f) Note payable - original amount of
$204,512 payable in monthly
installments of $9,189 including
interest at a rate of 7.35% through
May 1996. 45,116
-----------
2,106,534
Less: current portion (1,168,835)
-----------
$ 937,699
===========
Page 7
29
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 4 - NOTES PAYABLE (Continued)
Maturities of long-term debt are as follows:
Year Amount
---- ------
1996 $1,168,835
1997 702,714
1998 121,799
1999 94,998
2000 18,188
----------
$2,106,534
==========
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Leases
The Company has entered into various leases for medical equipment and has
capitalized the assets relating to these leases. The leases are collateralized
by the related equipment.
The following is a summary of assets under capital leases:
Medical equipment $1,323,897
Less: accumulated amortization (420,018)
----------
$ 903,879
==========
Future minimum lease payments under the capital leases as of December 31, 1995
are as follows:
1996 $ 404,090
1997 411,837
1998 362,051
1999 186,079
2000 52,182
----------
1,416,239
Less: amount representing interest (220,543)
----------
Present value of net minimum capital
lease payments (including
$398,505 classified as current
portion of obligations under
capital leases) $1,195,696
==========
Page 8
30
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)
The Company leases three operating facilities under operating leases which
expire in varying periods through 1999. Future minimum lease payments as of
December 31, 1995 are as follows:
1996 $109,760
1997 82,620
1998 57,840
1999 27,600
--------
$277,820
========
Litigation
Counsel advises that the Company has no material liability in any commercial
litigation.
NOTE 6 - SUBSEQUENT EVENTS
In May 1996, the Company sold all of its assets for $4,500,000 and ceased
operations. In connection with this sale, substantially all liabilities were
assumed by the purchaser.
Page 9
31
<PAGE>
AMERICARE IMAGING CENTER, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
The unaudited consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete consolidated financial
statements. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation have been
included. Operating results for the interim period is not necessarily
indicative of the results that may be expected for an entire year. These
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto for the year
ended December 31, 1995.
AMERICARE IMAGING CENTER INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
March 31, 1996
------------------------------------
Net service revenue $1,041,847
Operating expenses of services 754,159
Provisions for uncollectible accounts receivable
Corporate general and administrative 114,042
Depreciation and amortization 236,795
----------
Net loss $ (63,149)
==========
See Notes to Unaudited Consolidated Financial Statements.
32
<PAGE>
ACCESS IMAGING CENTER, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 1996
The unaudited consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation have been included.
Operating results for the interim period is not necessarily indicative of the
results that may be expected for an entire year. These unaudited financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto for the year ended December 31, 1995.
ACCESS IMAGING CENTER INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31, 1996
--------------------------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 192
Accounts receivable, net 587,913
Prepaid expenses 48,647
----------
Total current assets 636,752
Medical diagnostic and office equipment, net 1,470,349
----------
Total assets $2,107,101
==========
LIABILITIES AND STOCKHOLDERS' EOUITY
- ------------------------------------
Current liabilities:
Current portion of notes payable $ 51,867
Current portion of obligations under capital leases 408,000
Accounts payable and aecrued expenses 91,026
----------
Total current liabilities 550,893
Notes payable 89,103
Obligations under capital leases 531,072
----------
Total liabilities 1,171,068
Stockholders' equity:
Common stock 54
Additional paid-in capital 209,976
Retained income 726,003
----------
Total Stockholders' equity 936,033
----------
Total liabilities and stockholders' equity $2,107,101
==========
See Notes to Unaudited Financial Statements.
33
<PAGE>
ACCESS IMAGING CENTER, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
For the Three Months Ended
March 31, 1996
--------------------------
Net service revenue $795,680
Operating expenses of services 311,893
Corporate general and administrative 135,265
Depreciation and amortization 67,114
--------
Net income $281,408
========
See Notes to Unaudited Financial Statements.
34
