MEDCATH INC
8-K, 1996-11-26
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549





                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 14, 1996




                              MEDCATH INCORPORATED
                            (Exact name of registrant
                          as specified in its charter)

       North Carolina                  33-85458              56-1635096
(State or other jurisdiction        (Commission            (IRS Employer
      of incorporation)              File Number)       Identification No.)




         7621 Little Avenue, Suite 106, Charlotte, North Carolina 28226
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (704) 541-3228





                                                                     Page 1 of 8

<PAGE>

Item 5. Other Events

On November 14, 1996 MedCath  Incorporated  announced  financial results for the
quarter and year ended September 30, 1996.

Revenues for the fourth  quarter ended  September 30, 1996,  increased  99.6% to
$19,322,166 compared with $9,682,193 for the same period in 1995. Net income for
the fourth quarter of 1996 increased 43.0% to $1,501,510, or $0.13 per share, on
11.3 million shares compared with $1,049,685, or $0.12 per share, on 8.9 million
shares for the same period in 1995.  Cash flows from operating  activities  were
$4.9 million for the fourth quarter ended September 30, 1996.

Revenues for the year ended  September 30, 1996,  increased 65.0% to $66,190,538
compared with  $40,105,772  for the same period in 1995. Net income for the year
ended September 30, 1996, increased 22.4% to $5,202,425,  or $0.51 per share, on
10.2 million shares compared with $4,251,063,  or $.51 per share, on 8.4 million
shares before the extraordinary loss for the same period in 1995. Net income for
the year ended September 30, 1995, after the extraordinary  loss was $4,023,112,
or $0.48 per share, on 8.4 million shares. Cash flows from operating  activities
were $6.4 million for the year ended September 30, 1996.

On November 20, 1996 MedCath  Incorporated  announced  the opening of a new cath
lab  pursuant to a  joint-venture  agreement  with the 442-bed  Gaston  Memorial
Hospital in Gastonia,  North Carolina.  The new lab provides in-house cardiology
and cardiovascular services to the hospital.

Exhibits:

            99.1 - Press Release dated November 14, 1996
            99.2 - Press Release dated November 20, 1996















                                                                     Page 2 of 8

<PAGE>
                                    SIGNATURE


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                              MEDCATH INCORPORATED



Date: November 26, 1996         By:       /s/     Richard J. Post
                                          Richard J. Post
                                          Chief Financial Officer


                                          /s/     Daniel L. Belongia
                                          Daniel L. Belongia
                                          Chief Accounting Officer


























                                                                     Page 3 of 8


Exhibit 99.1

                      MEDCATH INCORPORATED ANNOUNCES FOURTH
                          QUARTER AND YEAR-END RESULTS

                Fourth Quarter EPS of $0.13, Yearly EPS of $0.51

Fourth Quarter Highlights:

     McAllen Heart Hospital trends positive
     Bakersfield  Heart  Hospital  announced;  Four new heart  hospitals on
      track  
     Physician  Practice  Management  Division  obtains  contract to
      manage Heart Clinic, P.A.,located in McAllen, Texas
     Diagnostics Division expands with opening of Cape Cod and Raleigh labs

Charlotte,   North  Carolina   (November  14,  1996)  --  MedCath   Incorporated
(Nasdaq/NM:MCTH)  today  announced  financial  results  for the quarter and year
ended September 30, 1996.

         Stephen R. Puckett,  president of MedCath  Incorporated,  said, "Fiscal
1996 has been a landmark  year for the  Company as we  continue  to execute  our
heart hospital  strategy which is an integral part of our focus on comprehensive
cardiac care  services.  We are  particularly  pleased  with the fourth  quarter
performance  of our heart  hospital in McAllen,  Texas.  We believe that we have
acquired  a dominant  market  share in  McAllen,  which has  contributed  to the
hospital's  improving  financial  performance.   In  the  fourth  quarter  ended
September 30, 1996, which is the peak of the summer, the heart hospital operated
at virtually break even. The hospital has progressed from losing $0.10 per share
in the third  quarter  to a loss of less  than a $0.01  per share in the  fourth
quarter; net profits were earned in August and September."

         "In addition,  despite the seasonality of the McAllen market during the
summer  months of June  through  September,  we met our original  projection  of
profitable  operations in the heart hospital within nine months of opening.  Our
labor cost as a percentage of revenue  continues to decrease at the hospital and
by year end was slightly  over 30%. As the  hospital  continues to mature and we
become  more  efficient,  our target  labor  percentage  of less than 30% of net
revenue is certainly  within reach. As we complete the initial six to nine month
phase-in  period  of the  hospital,  we are  excited  about  the  future  profit
potential at McAllen as well as our four other heart hospitals at various stages
of development."

                                                                     Page 4 of 8

<PAGE>
Financial Results:

         Revenues for the fourth  quarter ended  September  30, 1996,  increased
99.6% to $19,322,166  compared with  $9,682,193 for the same period in 1995. Net
income for the fourth  quarter of 1996 increased  43.0% to $1,501,510,  or $0.13
per share, on 11.3 million shares compared with $1,049,685,  or $0.12 per share,
on 8.9  million  shares for the same period in 1995.  Cash flows from  operating
activities were $4.9 million for the fourth quarter ended September 30, 1996.

         Revenues  for the year ended  September  30, 1996,  increased  65.0% to
$66,190,538  compared with  $40,105,772  for the same period in 1995. Net income
for the year ended September 30, 1996,  increased 22.4% to $5,202,425,  or $0.51
per share, on 10.2 million shares compared with  $4,251,063,  or $.51 per share,
on 8.4 million shares before the extraordinary loss for the same period in 1995.
Net income for the year ended September 30, 1995, after the  extraordinary  loss
was $4,023,112, or $0.48 per share, on 8.4 million shares.
Cash  flows  from  operating  activities  were $6.4  million  for the year ended
September 30, 1996.

Heart Hospital Division:

         McAllen Heart Hospital,  McAllen,  Texas.  The Company opened its first
heart  hospital,  the McAllen  Heart  Hospital,  on January 18, 1996.  Since its
opening,  revenues have steadily  increased due to the upward trend of procedure
volumes and average daily census.  As a comparison,  net revenue at the hospital
increased  35%,  from $5.6  million in the third  quarter to $7.6 million in the
fourth quarter.  Average daily census in the fourth quarter was 29 compared with
25 in the third quarter.

         Bakersfield Heart Hospital,  Bakersfield,  California.  In August,  the
Company formed a venture to construct a new hospital in Bakersfield, California.
The Bakersfield Heart Hospital,  which is expected to open in Fall 1998, will be
owned and  operated  by a limited  liability  company  in which  MedCath  owns a
majority  interest and serves as manager.  Other investors  include 19 of the 22
Bakersfield  area  cardiologists,  five of the six vascular  and  cardiovascular
surgeons, and 19 other physicians,  all of whom will be actively involved in the
design and development of the hospital.

         Heart  Hospitals Under  Development.  We are still on track to open the
84-bed Arkansas Heart Hospital, located in Little Rock, Arkansas, in March 1997;
the 60-bed Tucson Heart Hospital,  located in Tucson,  Arizona, in October 1997;
and the 60-bed Heart  Hospital of Austin,  located in Austin,  Texas,  in Spring
1998.

                                                                     Page 5 of 8
<PAGE>

Physician Practice Management and Diagnostics Divisions:

         Continuing  Strong  Results of  Operations.  The Company  continues  to
experience  superior profit  contribution from its Physician Practice Management
and its  Diagnostics  Divisions.  During  fiscal year ended  September 30, 1996,
these two divisions achieved record profitability with net income increasing 32%
and net income per share increasing 8% over fiscal 1995. For the fourth quarter,
these two divisions' net income increased 35% and net income per share increased
6% over the same period in 1995.

         Heart Clinic,  P.A., McAllen,  Texas. The Physician Practice Management
Division  continued  its  expansion  by  entering  into a  long-term  management
contract with Heart Clinic, P. A. in McAllen,Texas, under which the physicians 
in the clinic entered into a long-term  exclusive  employment and noncompete 
contract.  The  Heart  Clinic  is  composed  of seven  cardiologists,  six of 
whom are also investors in the Company's heart hospital.  Management of the 
practice commenced in October 1996.

         Diagnostics Division Opens New Cath Labs. In September,  MedCath opened
a new cath lab  pursuant to a joint  venture  agreement  with  258-bed  Cape Cod
Hospital,  in Hyannis,  Massachusetts.  The new lab provides in-house cardiology
and  cardiovascular  services to the  hospital.  Cape Cod  Hospital and the nine
cardiologists  residing  in the Cape Cod area serve  Barnstable  County,  with a
year-round  population  of 189,000  which  triples  during  the  summer  months.
MedCath's cath lab is the only cath lab in Barnstable County.

         Subsequent  to the close of the fiscal year,  the Company  opened a new
outpatient cath lab pursuant to a long-term management agreement with Wake Heart
Associates  based in  Raleigh,  North  Carolina.  Founded  in 1985,  Wake  Heart
Associates  continues to be the premier  cardiology  practice in Raleigh and the
greater Wake County  market.  Wake County's  population is greater than 500,000,
and it is the second fastest growing county in North Carolina.

         Mr. Puckett commented in closing, "The success we have achieved to date
throughout  the Company is due to the strong  relationships  we have forged with
our  physician   partners  and  the   dedication  of  the  MedCath  health  care
professionals.  We are grateful to the more than 400 physicians  associated with
our company for their support and guidance and to our employees  whose  efforts,
once again, in fiscal 1996, have exceeded our expectations."

         MedCath  Incorporated  is a provider of cardiology  and  cardiovascular
services  through the operation of specialized  facilities and the management of
physician  practices.  The Company operates one specialty heart hospital and has
four  additional  heart  hospitals  under  development,  manages  three  medical
practices  comprised of a total of 76  physicians,  manages  fixed-site  cardiac
diagnostic  and  therapeutic  centers,  and owns  and  operates  mobile  cardiac
catheterization laboratories serving networks of hospitals.

                                                                     Page 6 of 8

<PAGE>

<TABLE>
<CAPTION>
                              MEDCATH INCORPORATED
                              Financial Highlights

                                                      Three Months Ended                     Year Ended
                                                         September 30,                      September 30,
- --------------------------------------------------------------------------------  --------------------------------
                                                    1996              1995             1996              1995
- --------------------------------------------------------------  ----------------  ---------------  ---------------
<S>                                           <C>              <C>               <C>              <C> 

Revenue                                        $   19,322,166   $     9,682,193  $    66,190,538  $     40,105,772
Operating expenses                                (16,708,892)       (7,784,404)     (56,293,328)      (31,656,585)
                                               ---------------   ---------------   --------------  ---------------

Income from operations                              2,613,274         1,897,789        9,897,210         8,449,187
Income before income taxes
   and extraordinary item                           2,330,703         1,739,685        8,498,894         7,028,025
Provision for income taxes                           (829,193)         (690,000)      (3,296,469)       (2,776,962)
                                               ---------------   ---------------   --------------  ----------------
Income before extraordinary item                    1,501,510         1,049,685        5,202,425         4,251,063
Extraordinary loss                                         -                 -                -           (227,951)
                                               ---------------  ----------------  ---------------  ----------------

Net income                                     $    1,501,510  $      1,049,685  $     5,202,425  $      4,023,112
                                               ===============  ================  ===============  ================

Net income per common and common equivalent share:
      Income before extraordinary item         $          0.13  $          0.12  $          0.51  $           0.51

      Extraordinary loss                       $           -    $            -   $            -   $          (0.03)
                                               ---------------  ----------------  ---------------  ----------------

Net income per common and
   common equivalent share                     $         0.13   $          0.12  $          0.51  $           0.48
                                               ===============  ================  ===============  ================

Weighted average number
   of common shares outstanding                    11,319,236         8,894,421       10,192,941         8,381,241
                                               ===============  ================  ===============  ================

</TABLE>



                                                                    Page 7 of 8


Exhibit 99.2


               MEDCATH OPENS CATH LAB IN GASTONIA, NORTH CAROLINA


Charlotte,   North  Carolina   (November  20,  1996)  --  MedCath   Incorporated
(Nasdaq/NM:  MCTH) today  announced  the opening of a new cath lab pursuant to a
joint venture  agreement with the 442-bed Gaston Memorial  Hospital in Gastonia,
North  Carolina.  The new lab provides  in-house  cardiology and  cardiovascular
services to the hospital.

         Gaston  Memorial  Hospital and its four  resident  cardiologists  serve
Gaston County and its population of over 175,000.  The  fixed-site  cath lab has
evolved from the hospital's successful mobile cath program and is a continuation
of its efforts to provide a full range of in-house cardiology and cardiovascular
services in Gaston County.  Over the past six years,  more than 3,600 diagnostic
cardiac catheterizations have been performed at Gaston Memorial Hospital.

         Stephen  R.  Puckett,  president  of  MedCath  said,  "I am  pleased to
announce this latest  milestone in our  long-standing  relationship  with Gaston
Memorial  Hospital.  Over the past six years,  MedCath and Gaston  Memorial have
successfully  worked  together to develop and expand the delivery of  cardiology
and cardiovascular  care. The resulting increased demand for services has led to
the recruitment of full-time invasive cardiologists to the area and the creation
of a fixed-site  lab. This facility is another  example of MedCath's  ability to
create partnerships in order to deliver high quality,  cost-effective cardiology
services."

         MedCath  Incorporated  is a provider of cardiology  and  cardiovascular
services  through the operation of specialized  facilities and the management of
physician  practices.  The Company operates one specialty heart hospital and has
four  additional  heart  hospitals  under  development,  manages  three  medical
practices  comprised of a total of 76  physicians,  manages  fixed-site  cardiac
diagnostic  and  therapeutic  centers,  and owns  and  operates  mobile  cardiac
catheterization laboratories serving networks of hospitals.




                                                                     Page 8 of 8



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