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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED: JUNE 30, 1998
COMMISSION FILE NUMBER: 0-16334
------------------------
ALLIANCE IMAGING, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 33-0239910
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
</TABLE>
1065 NORTH PACIFICENTER DRIVE
SUITE 200
ANAHEIM, CALIFORNIA 92806
(Address of principal executive office)
(714) 688-7100
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 / / No /X/
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 1998:
Common Stock, $.01 par value, 4,072,611
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ALLIANCE IMAGING, INC.
FORM 10-Q
JUNE 30, 1998
INDEX
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<CAPTION>
PAGE
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PART I--FINANCIAL INFORMATION
Item 1--Condensed Financial Statements:
Condensed Consolidated Balance Sheets--
June 30, 1998 and December 31, 1997.................................................................... 3
Condensed Consolidated Statements of Operations
Three and six months ended June 30, 1998 and 1997...................................................... 4
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 1998 and 1997................................................................ 5
Notes to Condensed Consolidated Financial Statements..................................................... 6
Item 2--Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 9
PART II--OTHER INFORMATION................................................................................. 16
SIGNATURES................................................................................................. 19
</TABLE>
2
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ALLIANCE IMAGING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997*
--------------- --------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and short-term investments............................................... $ 4,677,000 $ 10,798,000
Accounts receivable, net of allowance for doubtful accounts................... 30,947,000 12,628,000
Deferred income taxes......................................................... 2,935,000 2,478,000
Prepaid expenses.............................................................. 2,183,000 1,285,000
Other receivables and other current assets.................................... 759,000 472,000
--------------- --------------
Total current assets............................................................ 41,501,000 27,661,000
Equipment, at cost.............................................................. 274,487,000 169,468,000
Less-Accumulated depreciation................................................. (109,291,000) (57,255,000)
--------------- --------------
165,196,000 112,213,000
Goodwill........................................................................ 137,418,000 36,149,000
Deferred financing costs........................................................ 14,073,000 13,641,000
Deposits and other assets....................................................... 13,625,000 3,991,000
--------------- --------------
Total assets.................................................................... $ 371,813,000 $ 193,655,000
--------------- --------------
--------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................................. $ 3,945,000 $ 6,677,000
Accrued compensation and related expenses..................................... 6,826,000 5,982,000
Other accrued liabilities..................................................... 20,293,000 8,021,000
Current portion of long-term debt............................................. 12,748,000 6,351,000
--------------- --------------
Total current liabilities....................................................... 43,812,000 27,031,000
Long-term debt, net of current portion.......................................... 384,004,000 227,874,000
Other liabilities............................................................... 1,545,000 86,000
Deferred income taxes........................................................... 9,931,000 6,865,000
Redeemable preferred stock...................................................... 15,537,000 14,487,000
Common stock.................................................................... 41,000 41,000
Additional paid-in deficit...................................................... (59,672,000) (59,738,000)
Accumulated deficit............................................................. (23,385,000) (22,991,000)
--------------- --------------
Total liabilities and stockholders' equity...................................... $ 371,813,000 $ 193,655,000
--------------- --------------
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</TABLE>
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* Derived from audited financial statements
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
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ALLIANCE IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ----------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues............................................ $ 51,243,000 $ 20,805,000 $ 82,484,000 $ 39,911,000
Costs and expenses:
Operating expenses, excluding depreciation........ 24,493,000 9,134,000 39,728,000 17,815,000
Depreciation expense.............................. 6,716,000 3,659,000 11,687,000 7,144,000
Selling, general and administrative expenses...... 4,760,000 2,093,000 7,796,000 3,990,000
Transaction related costs......................... 44,000 -- 859,000 --
Amortization expense, primarily goodwill.......... 1,848,000 594,000 2,658,000 1,165,000
Interest expense, net of interest income.......... 8,955,000 1,624,000 15,662,000 3,557,000
------------- ------------- ------------- -------------
Total costs and expenses............................ 46,816,000 17,104,000 78,390,000 33,671,000
------------- ------------- ------------- -------------
Income before income taxes and extraordinary gain
(loss)............................................ 4,427,000 3,701,000 4,094,000 6,240,000
Provision for income taxes.......................... 2,127,000 1,290,000 2,127,000 2,125,000
------------- ------------- ------------- -------------
Income before extraordinary gain (loss)............. 2,300,000 2,411,000 1,967,000 4,115,000
Extraordinary gain (loss), net of taxes............. -- -- (1,312,000) 1,332,000
------------- ------------- ------------- -------------
Net income.......................................... 2,300,000 2,411,000 655,000 5,447,000
Less: Preferred stock dividends and financing fee
accretion......................................... (541,000) -- (1,051,000) --
Add: Excess of carrying amount of preferred stock
repurchased over consideration paid............... -- -- -- 1,906,000
------------- ------------- ------------- -------------
Income (loss) applicable to common stock............ $ 1,759,000 $ 2,411,000 $ (396,000) $ 7,353,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per common share:
Income before extraordinary gain (loss)........... $ 0.43 $ 0.20 $ 0.22 $ 0.53
Extraordinary gain (loss), net of taxes............. -- -- (0.32) 0.12
------------- ------------- ------------- -------------
Net income (loss) per common share................ $ 0.43 $ 0.20 $ (0.10) $ 0.65
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per common share--assuming dilution:
Income before extraordinary gain (loss)........... $ 0.41 $ 0.16 $ 0.22 $ 0.45
Extraordinary gain (loss), net of taxes........... -- -- (0.31) 0.10
------------- ------------- ------------- -------------
Net income (loss) per common share-- assuming
dilution.......................................... $ 0.41 $ 0.16 $ (0.09) $ 0.55
------------- ------------- ------------- -------------
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</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
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ALLIANCE IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------
1998 1997
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income........................................................................ $ 655,000 $ 5,447,000
Adjustments to reconcile net income to net cash provided by operating activities:
Extraordinary (gain) loss....................................................... 1,312,000 (1,332,000)
Depreciation and amortization................................................... 14,345,000 8,309,000
Amortization of deferred financing costs........................................ 1,070,000 28,000
Distributions in excess of (undistributed) equity in income of investee......... (375,000) 91,000
Changes in operating assets and liabilities:
Accounts receivable, net........................................................ (3,364,000) (240,000)
Prepaid expenses................................................................ 768,000 (304,000)
Other receivables............................................................... 728,000 306,000
Other assets.................................................................... (540,000) (451,000)
Accounts payable, accrued compensation and other accrued liabilities............ 18,000 1,661,000
Other liabilities............................................................... (3,580,000) 178,000
-------------- --------------
Net cash provided by operating activities......................................... 11,037,000 13,693,000
INVESTING ACTIVITIES:
Equipment purchases............................................................... (27,976,000) (19,036,000)
(Increase) decrease in deposits on equipment...................................... (7,232,000) 247,000
Purchase of MRI contracts and related assets of Pacific Medical Imaging, Inc...... -- (756,000)
Purchase of common stock of Mobile Technology Inc., net of cash acquired.......... (94,147,000) --
Purchase of common stock of Medical Diagnostics, Inc., net of cash acquired....... (30,896,000) --
-------------- --------------
Net cash used in investing activities............................................. (160,251,000) (19,545,000)
FINANCING ACTIVITIES:
Payment of preferred stock dividends.............................................. -- (471,000)
Repurchase of senior subordinated debentures...................................... -- (2,286,000)
Repurchase of Series A preferred stock............................................ -- (2,523,000)
Principal payments on long-term debt.............................................. (6,367,000) (9,190,000)
Proceeds from long-term debt...................................................... -- 18,123,000
Proceeds from term loan facility.................................................. 90,000,000 --
Proceeds from revolving loan facility............................................. 59,394,000 --
Proceeds from senior bridge loan.................................................. -- 5,128,000
Proceeds from exercise of employee stock options.................................. 66,000 21,000
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Net cash provided by financing activities......................................... 143,093,000 8,802,000
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Net (decrease) increase in cash and short-term investments........................ (6,121,000) 2,950,000
Cash and short-term investments, beginning of period.............................. 10,798,000 10,867,000
-------------- --------------
Cash and short-term investments, end of period.................................... $ 4,677,000 $ 13,817,000
-------------- --------------
-------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid................................................................... $ 14,170,000 $ 3,727,000
Income taxes paid............................................................... 81,000 283,000
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Preferred stock dividend accrued and financing fee accretion.................... $ 1,051,000 $ --
Conversion of senior bridge loan into Series D 4% convertible preferred stock... -- 18,000,000
</TABLE>
5
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ALLIANCE IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
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ALLIANCE IMAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
1. BASIS OF PREPARATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by Alliance Imaging, Inc. ("the Company") in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X of the
Securities and Exchange Commission. 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 the Company, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six month period
ended June 30, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1997.
The provision for income taxes for the six month period ended June 30, 1998
is higher than the statutory federal rate primarily as a result of permanently
non-deductible goodwill amortization expense. The provision for income taxes for
the six month period ended June 30, 1997 is less than the statutory federal rate
due to the utilization of certain net operating loss carryforwards during the
period.
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," ("SFAS 130")
which establishes standards for reporting and displaying comprehensive income
and its components in the financial statements. For the six months ended June
30, 1998 and 1997, the Company did not have any components of comprehensive
income as defined in SFAS 130.
6
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ALLIANCE IMAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
(UNAUDITED)
1. BASIS OF PREPARATION (CONTINUED)
The following table sets forth the computation of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1998 1997
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<S> <C> <C>
Numerator:
Income before extraordinary gain (loss)............................................. $ 1,967,000 $ 4,115,000
Preferred stock dividends........................................................... (1,021,000) (185,000)
Financing fee accretion............................................................. (30,000) --
Excess of carrying amount of preferred stock repurchased over consideration paid.... -- 1,906,000
------------- -------------
Numerator for basic earnings per share--income available to common stockholders
before extraordinary gain (loss).................................................. 916,000 5,836,000
Effect of dilutive securities:
Preferred stock dividends......................................................... -- 185,000
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Numerator for diluted earnings per share--income available to common stockholders
after assumed conversions......................................................... $ 916,000 $ 6,021,000
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Denominator:
Denominator for basic earnings per share--weighted average shares................... 4,061,000 10,928,000
Effect of dilutive securities:
Convertible preferred stock......................................................... -- 1,648,000
Employee stock options and common stock warrants.................................... 129,000 933,000
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Denominator for diluted earnings per share --adjusted weighted-average shares....... 4,190,000 13,509,000
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Basic earnings per share before extraordinary gain (loss)........................... $ 0.22 $ 0.53
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Diluted earnings per share before extraordinary gain (loss)......................... $ 0.22 $ 0.45
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</TABLE>
2. ACQUISITIONS
On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"). The
purchase price consisted of $58,300,000 for all of the equity interests in MTI,
plus direct acquisition costs of approximately $2,000,000. In connection with
the acquisition, the Company also refinanced $37,400,00 of MTI's outstanding
debt and paid MTI direct transaction costs of $3,500,000. To finance these
expenditures, the Company increased its existing term loan facility by
$20,000,000 to provide total availability of $70,000,000, established a new
$50,000,000 term loan facility and borrowed an aggregate of $90,000,000
thereunder, for which the Company incurred debt issuance costs of approximately
$2,800,000. The Company also borrowed $5,400,000 under its revolving loan
facility and used $8,500,000 of cash on hand at MTI to complete the financing
requirements. The acquisition has been accounted for as a purchase and,
accordingly, the results of operations of MTI have been included in the
Company's consolidated financial statements from the date of acquisition. The
goodwill recorded as a result of this acquisition was approximately $79,000,000,
which is being amortized on a straight-line basis over 20 years. The allocation
of the MTI
7
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ALLIANCE IMAGING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
(UNAUDITED)
2. ACQUISITIONS (CONTINUED)
purchase price is tentative pending completion of fair value determinations for
the net assets acquired. The allocation may change with the completion of these
determinations.
Also on March 12, 1998, the Company announced it had signed a definitive
agreement to acquire all of the equity interests in two operating subsidiaries
of American Shared Hospital Services ("American Shared"), which provide
diagnostic imaging services, for approximately $13,600,000 in cash and
assumption of approximately $26,100,000 of debt in a transaction that is
expected to be consummated during the third quarter of 1998. The proposed
transaction is subject to certain conditions including receipt of regulatory
approvals and approval by the shareholders of American Shared. On May 29, 1998,
the Company and American Shared received a request from the U.S. Federal Trade
Commission ("FTC") for additional information in connection with this proposed
acquisition. The Company and American Shared are currently in the process of
responding to the FTC's request. Recognizing that the closing of the proposed
acquisition may be delayed because of the FTC's request for information, the
parties amended the American Shared Securities Purchase Agreement to provide for
a termination date of October 31, 1998.
On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The purchase price consisted of
approximately $31,000,000 plus the assumption of approximately $5,900,000 in
financing arrangements. The Company borrowed $30,000,000 under its revolving
loan facility to finance the transaction. The acquisition has been accounted for
as a purchase and, accordingly, the results of operations of MDI have been
included in the Company's consolidated financial statements from the date of
acquisition. The goodwill recorded as a result of this acquisition was
approximately $25,400,000 and is being amortized on a straight-line basis over
20 years. The allocation of the MDI purchase price is tentative pending
completion of fair value determinations for the net assets acquired. The
allocation may change with the completion of these determinations.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
The Company is a leading nationwide provider of diagnostic imaging services
and the largest operator of state-of-the-art mobile diagnostic imaging systems
and related outsourced radiology services in the United States. The Company
primarily provides magnetic resonance imaging ("MRI") systems and services to
hospitals and other health care providers on a mobile, shared user basis. The
Company also provides dedicated, full-time MRI systems and services as well as
full-service management of imaging operations for selected hospitals. The
Company's services enable small to mid-size hospitals to gain access to advanced
diagnostic imaging technology and related value-added services without making a
substantial investment in equipment and personnel. The Company operates a fleet
of 216 MRI systems and services 823 customers in 43 states as of June 30, 1998.
The Company's revenues are principally a function of the number of systems
in service, scan volumes and fees per scan. The Company generates substantially
all of its revenues under exclusive one to eight-year contracts with hospitals
and health care providers. The Company's contracts typically offer tiered
pricing with lower fees per scan on incremental scans, allowing customers to
benefit from increased scan volumes and the Company to benefit from the
operating leverage associated with increased scan volumes. The Company expects
modest continuing downward pressure on pricing levels as a result of cost
containment measures in the health care industry. However, in many cases higher
scan volumes justify lower prices on incremental scans.
The principal components of the Company's operating costs include salaries
paid to technologists and drivers, annual system maintenance costs, insurance
and transportation costs. Because a majority of these expenses are fixed,
increased revenues as a result of higher scan volumes significantly improve the
Company's profitability while lower scan volumes result in lower profitability.
Since the beginning of 1995, the Company has substantially increased
revenues by adding new customers and increasing scan volumes at existing
customer sites. During the same period, the growth rate of the Company's EBITDA
(income before income taxes, plus depreciation, amortization and net interest
expense), excluding expenses associated with the Recapitalization Merger (as
hereinafter defined), has exceeded the growth rate of revenues as a result of
spreading costs (which are primarily fixed) over a larger revenue base and
implementing cost reduction and containment measures.
The Company has historically focused on maximizing cash flow and return on
invested capital nationwide, deploying new and upgraded systems in high volume
markets and redeploying older, less advanced systems with lower carrying values
in lower volume markets. The Company's ongoing equipment trade-in and upgrade
program has substantially improved the marketability and productivity of its MRI
systems. Because the Company owns substantially all of its MRI systems, it
periodically evaluates its older, less marketable MRI systems to determine if it
is more beneficial to continue to use such systems in lower volume markets which
are profitable but produce less revenue, or to trade in such equipment in
connection with new system purchases. The Company currently maintains one of the
most advanced fleets in the industry.
The Company also provides computed tomography ("CT") services and other
imaging services. Revenues from CT services and other imaging services accounted
for approximately 7% of the Company's revenues for the six months ended June 30,
1998.
On November 21, 1997, the Company acquired Medical Consultants Imaging Co.
("MCIC"), a Cleveland, Ohio based provider of mobile MRI services, CT services
and other outsourced health care services. The acquisition also included MCIC's
one-half interest in a limited liability company in Michigan. The purchase price
consisted of $12,323,000 cash plus the assumption of approximately $5,517,000 in
9
<PAGE>
financing arrangements. MCIC operated 14 mobile MRI systems and several other
diagnostic imaging systems, primarily in Ohio, Michigan, Indiana and
Pennsylvania.
On December 18, 1997, after obtaining the approval of stockholders, the
Company completed a series of transactions contemplated by an Agreement and Plan
of Merger between Newport Investment LLC (the "Investor") and the Company (the
"Recapitalization Merger") whereby the Company: obtained proceeds from debt
financing aggregating $215,000,000; issued 150,000 shares of non-voting
redeemable Series F preferred stock to the Investor for proceeds of $15,000,000;
issued 3,632,222 shares of its common stock in exchange for all of the
outstanding stock of Newport Acquisition Corporation, a subsidiary of the
Investor, and received net proceeds of $39,954,000 from cash placed into Newport
Acquisition Corporation by the Investor; and converted all shares of its common
stock held by existing stockholders in excess of 411,358 shares that were
retained by electing existing stockholders into the right to receive $11 in
cash.
As a result of these transactions, the Company experienced an approximate
90% ownership change. The Investor, which was formed and is wholly owned by
certain affiliates of Apollo Management, L.P., ("Apollo") obtained ownership of
approximately 83.6% of the Company's outstanding common stock, and the Company
became highly leveraged.
On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"),
which management believes was the second largest provider of mobile MRI services
in the United States, in a transaction accounted for as a purchase. The Company
has included the operations of MTI in its consolidated financial statements from
the date of acquisition. This acquisition added 68 MRI systems operating in 31
states, 3 CT systems, 9 lithotripsy systems, and 3 brachytherapy systems to the
Company's equipment fleet. The purchase price consisted of $58,300,000 for all
of the equity interests in MTI plus direct acquisition costs of approximately
$2,000,000. In connection with the acquisition, the Company also refinanced
$37,400,000 of MTI's outstanding debt and paid MTI direct transaction costs of
$3,500,000. To finance these expenditures, the Company increased its existing
term loan facility by $20,000,000 to provide total availability of $70,000,000,
established a new $50,000,000 term loan facility and borrowed an aggregate of
$90,000,000 thereunder, for which the Company incurred debt issuance costs of
approximately $2,800,000. The Company also borrowed $5,400,000 under its
revolving loan facility and used $8,500,000 of cash on hand at MTI to complete
the financing requirements. The goodwill recorded as a result of this
acquisition was approximately $79,000,000, which is being amortized on a
straight-line basis over 20 years. The allocation of the MTI purchase price is
tentative pending completion of fair value determinations for the net assets
acquired. The allocation may change with the completion of these determinations.
On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The purchase price consisted of
approximately $31,000,000 plus the assumption of approximately $7,400,000 in
financing arrangements. The Company borrowed $30,000,000 under its revolving
loan facility to finance the transaction. The acquisition has been accounted for
as a purchase and, accordingly, the results of operations of MDI have been
included in the Company's consolidated financial statements from the date of
acquisition. The goodwill recorded as a result of this acquisition was
approximately $25,400,000 and is being amortized on a straight-line basis over
20 years. The allocation of the MDI purchase price is tentative pending
completion of fair value determinations for the net assets acquired. The
allocation may change with the completion of these determinations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30,
1997--Revenues for the first six months of 1998 were $82,484,000, an increase of
$42,573,000, or 106.7%, over 1997, primarily due to the MTI and MDI
acquisitions. These acquisitions accounted for approximately $25,680,000 of the
increase. The remaining increase reflects higher scan-based MRI revenue, MRI
revenue under fixed fee contracts and other revenue items (including revenue for
other modalities). Overall, MRI revenue increased
10
<PAGE>
$34,801,000, as a result of a 73.5% increase in total scan volume partially
offset by a 5.2% decrease in the average revenue realized per MRI scan. The
average daily scan volume per MRI system increased 17.1% to 8.2 from 7.0 in
1997. Management attributes the non-acquisition volume increase to the Company's
continuing MRI systems upgrade program, which has enabled the Company to obtain
new, long-term contracts from both existing and new customers, and to the
continuing positive effect of marketing programs implemented in early 1997.
Management believes the decrease in average revenue realized per scan is the
result of many customers achieving discount price levels in incremental scan
volume; obtaining contracts with customers that have high scan volumes which
justify lower scan prices; and continuing competitive pressure in the MRI
service industry and cost containment efforts by health care payors. Other
revenue increased $7,772,000, or 268.1% partly due to a $2,579,000 increase in
contract management service revenue as a result of the Company commencing these
service arrangements primarily in connection with the MCIC acquisition. The
remainder of the increase in other revenue was primarily due to an increase in
CT, nuclear medicine, and lithotripsy revenue.
The Company operated 216 MRI systems at June 30, 1998 compared to 90 MRI
systems at June 30, 1997. The increase was primarily a result of the MTI
acquisition and to a lesser degree the MCIC and MDI acquisitions.
Operating expenses, excluding depreciation, totaled $39,728,000 in the first
six months of 1998, an increase of $21,913,000, or 123.0% from the first six
months of 1997. Payroll and related employee expenses increased $8,769,000, or
120.5%, primarily as a result of acquisitions, an increase in operating staffing
levels necessary to support new units in operation and increased scans per unit.
Preventative maintenance and cryogen expense increased $2,816,000, or 61.1%, due
to an increase in the number of systems in service and the expiration of
warranties on an increased number of MRI systems. Equipment rental expense
increased $3,634,000, or 264.7%, resulting from a higher number of leased MRI
systems in operation and the Company's leasing of 25 new tractors after the
first six months of 1997. Expenses associated with contract management services
increased $1,764,000 as a result of the Company commencing these service
arrangements primarily in connection with the MCIC acquisition.
Depreciation expense during the first six months of 1998 totaled
$11,687,000, an increase of $4,543,000, or 63.6% from the 1997 level principally
due to a higher amount of depreciable assets associated with equipment additions
and upgrades and equipment acquired through acquisitions. Amortization expense
during the first six months of 1998 increased $1,493,000, or 128.1%, over the
1997 period as a result of the acquisitions made after the first six months of
1997.
Selling, general and administrative expenses totaled $7,796,000 in the first
six months of 1998, an increase of $3,806,000 or 95.4%, from the same period in
1997. Payroll and related expenses increased $2,137,000, or 90.4%, primarily as
a result of increased employee compensation related to increased staffing levels
necessary to support the Company's increased level of operations. Bad debt
expense increased $1,000,000 primarily as a result of applying Alliance's more
conservative bad debt reserve policy to the acquired MTI and MDI operations.
The transaction related costs primarily represent a special non-recurring
bonus paid in connection with the MTI acquisition.
Interest expense of $15,662,000 in the first six months of 1998 was
$12,105,000, or 340.3%, higher than 1997, as a result of higher average
outstanding debt balances during 1998 as compared to 1997. This increase was
primarily related to debt incurred in connection with the Recapitalization
Merger and the MTI and MDI acquisitions.
An income tax provision of $2,127,000 was recorded in the first six months
of 1998. The effective tax rate increased to 52.0% in 1998 from 34.0% in 1997
primarily as a result of an increase in permanently non-deductible goodwill
amortization expense.
11
<PAGE>
The Company's income before extraordinary loss was $1,967,000 in the first
six months of 1998 compared to income before extraordinary gain of $4,115,000 in
the first six months of 1997, a decrease of $2,148,000, primarily attributable
to increased interest, depreciation, and amortization costs and the one-time
bonus payment made in connection with the MTI acquisition. The Company reported
an extraordinary loss of $1,312,000 on early extinguishment of debt in the first
six months of 1998. The Company reported an extraordinary gain, net of income
taxes, in the first six months of 1997 of $1,332,000, on early extinguishment of
debt. The earnings per common share calculations reflect preferred dividend
requirements and financing fee accretion of $1,051,000 in the first six months
of 1998 and none in the first six months of 1997.
QUARTER ENDED JUNE 30, 1998 COMPARED TO QUARTER ENDED JUNE 30,
1997--Revenues for the second quarter of 1998 were $51,243,000, an increase of
$30,438,000, or 146.3%, over 1997, primarily due to the MTI and MDI
acquisitions. These acquisitions accounted for $21,711,000 of the increase. The
remaining increase reflects higher scan-based MRI revenue, MRI revenue under
fixed fee contracts and other revenue items (including revenue for other
modalities). Overall, MRI revenue increased $25,517,000, as a result of a 142.7%
increase in total scan volume partially offset by a 4.5% decrease in the average
revenue realized per MRI scan. The average daily scan volume per MRI system
increased 18.1% to 8.5 from 7.2 in the second quarter of 1997. Management
attributes the non-acquisition volume increase to the Company's continuing MRI
systems upgrade program, which has enabled the Company to obtain new, long-term
contracts from both existing and new customers, and to the continuing positive
effect of marketing programs implemented in early 1997. Management believes the
decrease in average revenue realized per scan is the result of many customers
achieving discount price levels in incremental scan volume; obtaining contracts
with customers that have high scan volumes which justify lower scan prices; and
continuing competitive pressure in the MRI service industry and cost containment
efforts by health care payors. Other revenue increased $4,921,000, or 337.5%
partly related to a $1,276,000 increase in contract management service revenue
as a result of the Company commencing these service arrangements primarily in
connection with the MCIC acquisition. The remainder of the increase in other
revenue was primarily due to an increase in CT, nuclear medicine, and
lithotripsy revenue.
Operating expenses, excluding depreciation, totaled $24,493,000 in the
second quarter of 1998, an increase of $15,359,000, or 168.2%, from the second
quarter of 1997. Payroll and related employee expenses increased $6,205,000, or
164.2%, primarily as a result of acquisitions, an increase in operating staffing
levels necessary to support new units in operation and increased scans per unit.
Preventative maintenance and cryogen expense increased $2,109,000, or 94.6%, due
to an increase in the number of systems in service and the expiration of
warranties on an increased number of MRI systems. Equipment rental expense
increased $2,225,000, or 324.3%, resulting from a higher number of leased MRI
systems in operation and the Company's leasing of 25 new tractors after the
second quarter of 1997. Expenses associated with contract management services
increased $770,000 as a result of the Company commencing these service
arrangements primarily in connection with the MCIC acquisition.
Depreciation expense during the second quarter of 1998 totaled $6,716,000,
an increase of $3,057,000, or 83.5% from the 1997 level principally due to a
higher amount of depreciable assets associated with equipment additions and
upgrades and equipment acquired through acquisitions. Amortization expense
during the first six months of 1998 increased $1,254,000, or 211.1%, over the
1997 period as a result of the acquisitions made after the second quarter of
1997.
Selling, general and administrative expenses totaled $4,760,000 in the
second quarter of 1998, an increase of $2,667,000 or 127.4%, from the same
period in 1997. Payroll and related expenses increased $1,434,000, or 126.6%,
primarily as a result of increased employee compensation related to increased
staffing levels necessary to support the Company's increased level of
operations. Bad debt expense increased $861,000 primarily as a result of
applying Alliance's more conservative bad debt reserve policy to the acquired
MTI and MDI operations.
12
<PAGE>
Interest expense of $8,955,000 in the second quarter of 1998 was $7,331,000,
or 451.4%, higher than 1997, as a result of higher average outstanding debt
balances during 1998 as compared to 1997. This increase was primarily related to
debt incurred in connection with the Recapitalization Merger and the MTI and MDI
acquisitions.
An income tax provision of $2,127,000 was recorded in the second quarter of
1998. The effective tax rate increased to 48.0% in 1998 from 34.8% in 1997
primarily as a result of an increase in permanently non-deductible goodwill
amortization expense.
The Company's income before extraordinary loss was $2,300,000 in the second
quarter of 1998 compared to income before extraordinary gain of $2,411,000 in
the second quarter of 1997, a decrease of $111,000, primarily attributable to
increased interest, depreciation, and amortization costs. The earnings per
common share calculations reflect preferred dividend requirements and financing
fee accretion of $541,000 in the second quarter of 1998 and none in the second
quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $11,037,000 and $13,693,000 from operating activities
during the first six months of 1998 and 1997, respectively. Capital
expenditures, consisting primarily of new equipment purchases, totaled
$27,976,000 and $19,036,000 during the six months ended June 30, 1998 and 1997,
respectively. Since January 1, 1998, the Company has purchased 18 new MRI
systems, including replacement systems. The Company expects to purchase
additional equipment under binding commitments in 1998 and finance such
purchases with the Company's revolving loan facility.
The Company's primary cash needs consist of capital expenditures and debt
service. The Company incurs capital expenditures for the purposes of (i)
providing routine upgrades of its MRI systems; (ii) replacing or making major
upgrades to older, less advanced systems with new state-of-the-art systems; and
(iii) purchasing new systems. The Company expects capital expenditures to be
approximately $65,000,000 in 1998, which primarily reflects the anticipated
purchase of 38 new MRI systems, including replacement systems. The Company's
decision to purchase a new system is typically predicated on obtaining new or
extending existing customer contracts, which serve as the basis of demand for
the new system.
As a result of the Recapitalization Merger, the Company issued $185,000,000
of Notes (consisting of $140,000,000 Senior Subordinated Notes due 2005, bearing
interest at the rate of 9 5/8% per annum; and $45,000,000 Floating Interest Rate
Subordinated Term Securities due 2005, bearing interest at a rate per annum
equal to LIBOR plus 4.19%) which are payable semiannually, and require no
principal repayments until maturity. The Company also entered into a
$125,000,000 Credit Agreement consisting of a $50,000,000 Term Loan Facility
($50,000,000 of which was funded at June 30, 1998) and a $75,000,000 Revolving
Loan Facility ($59,400,000 of which was funded at June 30, 1998), and carried
over approximately $12,700,000 of other obligations. The Term Loan matures on
the sixth anniversary of the initial borrowing and requires annual principal
repayments of one percent per year during the first five years and the
outstanding principal amount in the sixth year. The Revolving Loan Facility
matures on the fifth anniversary of the initial borrowing and has mandatory
commitment reductions of $37,500,000 on the fourth and fifth anniversaries of
the initial borrowing. The Credit Agreement contains restrictive covenants,
which, among other things, limit the incurrence of additional indebtedness,
dividends, transactions with affiliates, asset sales, acquisitions, mergers and
consolidations, liens and encumbrances, and prepayments of other indebtedness.
In addition, the Credit Agreement requires loans to be prepaid with 100% of the
net proceeds of non-ordinary-course asset sales or other dispositions of
property, issuances of debt obligations and certain preferred stock and certain
insurance proceeds, 75% of annual excess cash flow and 50% of the net proceeds
from common equity and certain preferred stock issuances, in each case subject
to limited exceptions. Voluntary prepayments are permitted in whole or in part.
13
<PAGE>
Also as part of the Recapitalization Merger, the Company issued $15,000,000
of Series F Preferred Stock. The Series F Preferred Stock pays dividends at the
rate of 13.5% per annum, payable quarterly in arrears, with such dividends
payable in kind for the first five years from the issue date and thereafter in
cash. The Series F Preferred Stock is mandatorily redeemable for its liquidation
preference plus accrued and unpaid dividends on the 10th anniversary of the
issue date. The Series F Preferred Stock is redeemable at the option of the
Company prior to the 10th anniversary at premiums (expressed as a percentage of
the accreted face value) declining over ten years from 13.5% to 0%. The Company
does not currently intend to redeem the Series F Preferred Stock prior to the
mandatory redemption date.
On November 21, 1997, the Company acquired Medical Consultants Imaging Co.
("MCIC"), a Cleveland, Ohio based provider of mobile MRI services, CT services
and other outsourced health care services. The acquisition also included MCIC's
one-half interest in a limited liability company in Michigan. The purchase price
consisted of $12,323,000 cash plus the assumption of approximately $5,517,000 in
financing arrangements. MCIC operated 14 mobile MRI systems and several other
diagnostic imaging systems, primarily in Ohio, Michigan, Indiana and
Pennsylvania.
On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"),
another nationwide provider of diagnostic imaging services. The Company funded
the MTI acquisition with $20,000,000 of existing Term Loan availability under
tranche A, $5,400,000 of revolver borrowings, a $20,000,000 increase to the Term
Loan Facility under tranche A, and a new $50,000,000 Term Loan Facility under
tranche B. The Credit Agreement was amended to provide for the increased Term
Facilities.
Also on March 12, 1998, the Company announced it had signed a definitive
agreement to acquire all of the equity interests in two operating subsidiaries
of American Shared Hospital Services ("American Shared"), which provide
diagnostic imaging services, for approximately $13,600,000 in cash and
assumption of approximately $26,100,000 of debt in a transaction that is
expected to be consummated during the third quarter of 1998. The proposed
transaction is subject to certain conditions including receipt of regulatory
approvals and approval by the shareholders of American Shared. On May 29, 1998,
the Company and American Shared received a request from the U.S. Federal Trade
Commission ("FTC") for additional information in connection with this proposed
acquisition. The Company and American Shared are currently in the process of
responding to the FTC's request. Recognizing that the closing of the proposed
acquisition may be delayed because of the FTC's request for information, the
parties amended the American Shared Securities Purchase Agreement to provide for
a termination date of October 31, 1998.
On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The Company borrowed $30,000,000 under its
revolving loan facility to finance the transaction.
The Company believes that subsequent to the Recapitalization Merger and
acquisitions previously mentioned and the incurrence of indebtedness related
thereto, based on current levels of operations and anticipated growth, its cash
from operations, together with other available sources of liquidity, including
borrowings available under the Revolving Loan Facility, will be sufficient over
the next several years to fund necessary capital expenditures and make required
payments of principal and interest on its debt, including payments due on the
Notes and obligations under the Credit Agreement. The Company is presently
considering options to provide additional funds for acquisitions and anticipated
additional capital expenditures.
The Company's expansion and acquisition strategy may require substantial
capital, and no assurance can be given that the Company will be able to raise
any necessary additional funds through bank financing or the issuance of equity
or debt securities on terms acceptable to the Company, if at all.
Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, particularly in the preceding
section entitled "Liquidity and Capital Resources" and
14
<PAGE>
elsewhere in this quarterly report on Form 10-Q, are forward-looking statements.
Statements in this quarterly report on Form 10-Q which address activities,
events or developments that the Company expects or anticipates will or may occur
in the future, including such things as results of operations and financial
condition, the consummation of acquisitions and financing transactions and the
effect of such transactions on the Company's business and the Company's plans
and objectives for future operations and expansion are examples of
forward-looking statements. These forward-looking statements are subject to
risks and uncertainties, including those identified as "Risk Factors" in the
Company's Registration Statements on Forms S-2 (No. 333-33817) and S-4 (No.
333-33787). The foregoing should not be construed as an exhaustive list of all
factors which could cause actual results to differ materially from those
expressed in forward-looking statements made by the Company. Actual results may
materially differ from anticipated results described in these statements.
YEAR 2000
The Company has assessed and continues to assess the impact of the Year 2000
Issue on its financial reporting systems and operations. The Year 2000 Issue is
the result of computer programs being written using two digits (rather than
four) to define the applicable year. Any of the Company's programs or equipment
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000 or not recognize the date at all, which could
result in system and/or equipment failures or system and/or equipment
miscalculations. During the six months ended June 30, 1998, the Company
purchased new Year 2000 compatible financial reporting software which has now
been successfully implemented. The cost of this software was approximately
$455,000, including installation. As a result, the Company does not believe that
its financial reporting capabilities will be adversely affected by the Year 2000
Issue. The Company is also developing a plan to modify other systems and
equipment applications. Based on preliminary information, costs of addressing
these items are currently not expected to have a material adverse impact on the
Company's financial position, results of operations or cash flows in future
periods. However, if the Company, its customers or vendors are unable to resolve
such processing issues in a timely manner, it could result in a material
financial risk. Accordingly, the Company plans to devote the necessary resources
to resolve all significant Year 2000 Issues in a timely manner.
15
<PAGE>
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. NOTE DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
2.1 (6) Agreement and Plan of Merger dated as of July 23, 1997 between the
Company and Newport Investment, LLC (the "Recapitalization Merger
Agreement").
2.2 (7) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization
Merger Agreement.
2.3 (7) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization
Merger Agreement.
2.4 (7) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization
Merger Agreement.
2.5 (7) Guaranty Letter dated July 22, 1997 from AIF III to the Company.
3.1 (9) Form of Amended and Restated Certificate of Incorporation of the
Company.
3.2 (9) By Laws of the Company, as amended.
4.1 (9) Form of Indenture for the 9 5/8% Senior Subordinated Notes due 2005
and the Senior Subordinated Floating Rate Notes due 2005 (including
the Forms of Notes as Exhibits A and B thereto) between the Company
and IBJ Schroeder Bank & Trust Company, as trustee.
4.2 (9) Form of Guarantee of the Notes.
10.1 (6) Stockholder Agreement dated as of July 23, 1997 among Newport
Investment, LLC and the stockholders of the Company party thereto.
10.2 (4) Amended and Restated 1991 Stock Option Plan of the Company, including
forms of agreement used thereunder.
10.3 (12) Alliance Imaging, Inc. 1997 Stock Option Plan including form of option
agreement used thereunder.
10.4 (1) Form of Indemnification Agreement between the Company and its
directors and/or officers.
10.5 (2) Employment Agreement dated as of September 9, 1993 between the Company
and Terry A. Andrues.
10.6 (2) Employment Agreement dated as of September 9, 1993 between the Company
and Jay A. Mericle.
10.7 (5) Amended and Restated Employment Agreement dated as of May 15, 1997
between the Company and Terrence M. White.
10.8 (2) Employment Agreement dated as of June 6, 1994 between the Company and
Neil M. Cullinan.
10.9 (2) Employment Agreement dated as of June 6, 1994 between the Company and
Cheryl A. Ford.
10.10 (3) Employment Agreement dated as of July 7, 1995 between the Company and
Michael W. Grismer.
10.11 (9) Employment Agreement dated as of July 23, 1997 between the Company and
Richard N. Zehner.
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. NOTE DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <C> <S>
10.12 (9) Employment Agreement dated as of July 23, 1997 between the Company and
Vincent S. Pino.
10.13 (9) Agreement Not to Compete dated as of July 23, 1997 among Newport
Investment, LLC, the Company, Richard N. Zehner and Vincent S. Pino.
10.14 (12) Employment Agreement dated as of January 19, 1998 between the Company
and Kenneth S. Ord.
10.15 (12) Agreement Not to Compete dated as of January 19, 1998 between the
Company and Kenneth S. Ord.
10.16 (5) Amended and Restated Long-Term Executive Incentive Plan dated as of
July 22, 1997.
10.17 (11) Form of Amended and Restated Credit Agreement dated March 12, 1998.
10.18 (8) Acquisition Agreement dated as of October 17, 1997 among Medical
Consultants Imaging Corp., Bondcat Corp., Chip-Cat Corp., Medical
Consultants' Scanning Systems, Inc., Alliance Imaging of Ohio, Inc.,
Alliance Imaging of Michigan, Inc., and Alliance Imaging, Inc.
10.19 (10) Agreement and Plan of Merger dated as of January 13, 1998 relating to
the acquisition of Mobile Technology Inc.
10.20 (12) Securities Purchase Agreement dated as of March 12, 1998 relating to
the acquisition of American Shared Hospital Services and CuraCare,
Inc.
10.21 (12) Stock Purchase Agreement dated as of March 30, 1998 among the Company,
US Diagnostic, Inc., and Medical Diagnostics, Inc.
10.22 (11) Amendment to Employment Agreement dated as of July 23, 1997 between
the Company and Richard N. Zehner.
10.23 (11) Amendment to Employment Agreement dated as of July 23, 1997 between
the Company and Vincent S. Pino.
27.1 (13) Financial Data Schedule.
</TABLE>
- ------------------------
(1) Incorporated by reference herein to the indicated exhibit filed in response
to Item 16, "Exhibits" of the Company's Registration Statement on Form S-1,
No. 33-40805, initially filed on May 24, 1991.
(2) Incorporated by reference herein to the indicated exhibit filed in response
to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994.
(3) Incorporated by reference herein to exhibit 10.36 filed in response to Item
6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(4) Incorporated by reference herein to exhibits filed with the Company's
Registration Statement on Form S-1, No. 33-40805, initially filed on May
24, 1991 and the Company's definitive Proxy Statement with respect to its
Annual Meeting of Stockholders held May 16, 1996.
(5) Incorporated by reference herein to the indicated exhibit filed in response
to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
(6) Incorporated by reference herein to the indicated exhibit filed in response
to Item 5, "Exhibits" of the Company's Form 8-K Current Report dated August
1, 1997.
(7) Incorporated by reference to the indicated exhibit filed in response to
Item 21, "Exhibits" of the Company's Registration Statement on Form S-4,
No. 333-33787, initially filed on August 15, 1997.
17
<PAGE>
(8) Incorporated by reference to the indicated exhibit filed in response to
Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997.
(9) Incorporated by reference to exhibits filed with the Company Registration
Statement on Form S-2, No. 333-33817.
(10) Incorporated by reference to exhibits filed with the Company's Current
Report on Form 8-K dated January 13, 1998.
(11) Incorporated by reference herein to the indicated exhibit filed in
response to Item 14(a)(3), "Exhibits" of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
(12) Incorporated by reference herein to the indicated exhibit filed in
response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998.
(13) Filed herewith.
(b)Reports on Form 8-K in the second quarter of 1998:
On May 26, 1998, the Registrant filed a report on Form 8-K/A, which amended
the Registrant's Current Report on Form 8-K filed on March 27, 1998. The
Form 8-K/A included the historical financial statements of Mobile Technology
Inc. ("MTI") and the related pro forma financial information associated with
the Registrant's acquisition of MTI.
On June 16, 1998, the Registrant filed a report on Form 8-K disclosing a
second request from the FTC related to the American Shared acquisition.
18
<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 thereunto duly authorized.
<TABLE>
<S> <C> <C>
ALLIANCE IMAGING, INC.
August 13, 1998 By: /s/ RICHARD N. ZEHNER
-----------------------------------------
Richard N. Zehner
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on August 13, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ -----------------------------------
<C> <S>
/s/ RICHARD N. ZEHNER Chairman of the Board of Directors,
- ------------------------------ Chief Executive Officer
Richard N. Zehner (Principal Executive Officer)
/s/ KENNETH S. ORD Senior Vice President and Chief
- ------------------------------ Financial Officer (Principal
Kenneth S. Ord Financial Officer)
</TABLE>
19
<TABLE> <S> <C>
<PAGE>
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