UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED : SEPTEMBER 30, 1996
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COMMISSION FILE NUMBER: 0-16334
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ALLIANCE IMAGING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0239910
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3111 NORTH TUSTIN AVENUE
SUITE 150
ORANGE, CA 92865
(Address of principal executive office)
(714) 921-5656
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934,
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1996:
Common Stock, $.01 par value, 10,867,388.
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ALLIANCE IMAGING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
FINANCING ACTIVITIES:
Principal payments on long-term debt (9,567,000) (10,048,000)
Proceeds from long-term debt 15,618,000 8,935,000
Payment of preferred stock dividend (930,000) --
Proceeds from exercise of employee stock options 21,000 95,000
Increase in deferred financing charges (76,000) --
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Net cash provided by (used in) financing activities 5,066,000 (1,018,000)
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NET INCREASE IN CASH AND SHORT-TERM
INVESTMENTS 549,000 8,200,000
CASH AND SHORT-TERM INVESTMENTS,
BEGINNING OF PERIOD 11,128,000 2,478,000
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CASH AND SHORT-TERM INVESTMENTS, END
OF PERIOD $11,677,000 $10,678,000
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ 4,176,000 $ 4,193,000
Income taxes paid 307,000 341,000
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
During the 1996 second quarter, the Company purchased all of the common stock
of Royal Medical Health Services, Inc. for cash consideration of
approximately $1,914,000. In conjunction with the acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 8,601,000
Cash paid for common stock (1,914,000)
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Liabilities assumed $ 6,687,000
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As additional consideration for the above purchase, the Company issued
convertible preferred stock in the amount of $388,000 and common stock warrants
valued at $212,000. As a result of this transaction, the Company recorded
goodwill of approximately $3,945,000.
During the 1996 third quarter, the Company purchased all of the common stock of
Sun MRI Services, Inc. for cash consideration of approximately $391,000. In
connection with the acquisition, liabilities were assumed as follows:
Fair value of assets acquired $ 1,602,000
Cash paid for common stock (391,000)
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Liabilities assumed $ 1,211,000
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See Note to Condensed Consolidated Financial Statements
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. Note Description
----------- ---- -----------
3.1 (1) Restated Certificate of Incorporation of Alliance
Imaging.
3.1.1 (1) Certificate of Amendment of Restated Certificate of
Incorporation of Alliance Imaging, Inc.
3.1.2 (1) Certificate of Correction of Certificate of Amendment
of Restated Certificate of Incorporation of Alliance
Imaging, Inc.
3.1.3 (8) Certificate of Amendment of Restated Certificate of
Incorporation of Alliance Imaging, Inc.
3.2 (1) By-Laws of Alliance Imaging, Inc., as amended.
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4.1 (1) Specimen of Common Stock Certificate.
4.2 (11) Amended and Restated Purchase Agreement dated as of
December 31, 1994 among the Registrant and the holders
of the Registrant's Senior Subordinated Debentures
due 2005.
4.2.1 (9) Amendment No. 1 to Amended and Restated Purchase
Agreement dated as of December 31, 1994 among the
Registrant and the holders of the Registrant's Senior
Subordinated Debentures due 2005.
4.2.2 (20) Amendment No. 2 to Amended and Restated Purchase
Agreement dated as of April 15, 1996 among the
Registrant and the holders of the Registrant's
Senior Subordinated Debentures due 2005.
4.3 (1) Note Purchase Agreement dated as of April 14, 1989
governing sale of Senior Notes by Alliance
Imaging, Inc.
4.4 (1) First Amendment to Note Purchase Agreement dated as of
September 20, 1990 among Alliance Imaging, Inc., CIGNA
Property and Casualty Insurance Company, Connecticut
General Life Insurance Company, Insurance Company of
America and Life Insurance Company of North America.
4.4.1 (1) Amendment No. 2 to Note Purchase Agreement dated as of
September 3, 1991.
4.4.2 (2) Amendment No. 3 to Note Purchase Agreement dated as of
December 1, 1991.
4.4.3 (3) Amendment No. 4 to Note Purchase Agreement dated as of
December 31, 1992.
4.4.4 (4) Amendment No. 5 to Note Purchase Agreement dated as of
September 30, 1993.
4.4.5 (6) Amendment No. 6 to Note Purchase Agreement dated as of
January 1, 1994.
4.4.9 (12) Amendment No. 7 to Note Purchase Agreement dated as of
December 31, 1994.
4.4.10 (9) Amendment No. 8 to Note Purchase Agreement dated as of
December 31, 1994.
4.4.11 (20) Amendment No. 9 to Note Purchase Agreement dated as of
April 15, 1996.
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4.4.12 (21) Amendment No. 10 to Note Purchase Agreement dated as of
November 6, 1996.
4.5 (1) Amended and Restated Shareholders Agreement dated as of
April 17, 1989.
4.6 (13) Security Agreement dated as of December 31, 1994 among
the Registrant, the holders of the Senior Notes and the
Collateral Agent for the Senior Noteholders.
4.7 (14) Guaranty dated as of December 31, 1994 of the
Registrant's obligations to the Senior Noteholders
and the Senior Subordinated Debentureholders executed
by the subsidiaries of the Registrant identified
therein.
4.8 (15) Registration Rights Agreement dated as of December 31,
1994 among the Registrant, the Senior Noteholders and
the Senior Subordinated Debentureholders.
4.9 (16) Certificate of Designation concerning the Registrant's
Series A 6.0% Cumulative Preferred Stock.
4.10 (17) Certificate of Designation concerning the Registrant's
Series B Convertible Preferred Stock.
4.11 (20) Certificate of Designation concerning the Registrant's
Series C 5% Cumulative Convertible Redeemable Preferred
Stock.
9.1 (1) Amended and Restated Voting Trust Agreement between
Donaldson, Lufkin & Jenrette Capital Corporation and
Meridian Trust Company dated December 29, 1988.
10.4 (3) 1991 Stock Option Plan of Alliance Imaging, Inc.
adopted on May 10, 1991, amended on May 23, 1991,
amended on March 17, 1992, and amended on February 23,
1993.
10.5 (1) Form of Incentive Stock Option Agreement pursuant to
1991 Stock Option Plan of Alliance Imaging, Inc.
10.5.1 (1) Form of Non-Qualified Stock Option Agreement pursuant
to 1991 Stock Option Plan of Alliance Imaging, Inc.
10.5.2 (7) Form of Incentive Stock Option Agreement pursuant to
1991 Stock Option Plan of Alliance Imaging, Inc.,
utilized for certain option grants beginning in 1994.
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10.5.3 (9) Form of letter to optionees dated February 21, 1995
amending terms of stock options granted March 10, 1994.
10.11 (1) Association Agreement by and between Alliance Imaging,
Inc. and Alliance Medical, Ltd., dated September 30,
1989.
10.16 (1) Form of Indemnification Agreement between Alliance
Imaging, Inc. and its directors and/or officers.
10.18 (2) Lease Agreement dated September 13, 1991, by and
between Alliance Imaging, Inc. and Crestview Partners.
10.20 (5) Georgia Magnetic Imaging Center, Ltd. Limited
Partnership Agreement dated as of March 22, 1985.
10.20.1 (5) Amendment to Georgia Magnetic Imaging Center, Ltd.
Limited Partnership Agreement dated as of July 1, 1993.
10.24 (8) Employment Agreement dated as of September 9, 1993,
between Alliance Imaging, Inc. and Richard N. Zehner.
10.25 (8) Employment Agreement dated as of September 9, 1993,
between Alliance Imaging, Inc. and Vincent S. Pino.
10.26 (8) Employment Agreement dated as of September 9, 1993,
between Alliance Imaging, Inc. and Terry A. Andrues.
10.27 (8) Employment Agreement dated as of September 9, 1993,
between Alliance Imaging, Inc. and Jay A. Mericle.
10.28 (8) Employment Agreement dated as of September 9, 1993,
between Alliance Imaging, Inc. and Terrence M. White.
10.29 (8) Employment Agreement dated as of September 6, 1994,
between Alliance Imaging, Inc. and Neil M. Cullinan.
10.30 (8) Employment Agreement dated as of September 6, 1994,
between Alliance Imaging, Inc. and Cheryl A. Ford.
10.31 (10) Standstill Agreement dated as of December 31, 1994
between the Registrant and Connecticut General Life
Insurance Company, CIGNA Property and Casualty
Insurance Company, Insurance Company of North
America and Life Insurance Company of North America.
10.32 (10) Standstill Agreement dated as of December 31, 1994
between the Registrant and Northwestern Mutual Life
Insurance Company.
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10.33 (10) Standstill Agreement dated as of December 31, 1994
between the Registrant and The Travelers Indemnity
Company, The Travelers Insurance Company and The
Travelers Life and Annuity Company.
10.34 (10) Standstill Agreement dated as of December 31, 1994
between the Registrant and The Lincoln National Life
Insurance Company.
10.35 (10) Standstill Agreement dated as of December 31, 1994
between the Registrant and The Equitable Life Assurance
Society of the United States.
10.36 (18) Employment Agreement dated July 7, 1995 between
Alliance Imaging, Inc. and Michael W. Grismer.
10.37 (19) Long-Term Executive Incentive Plan dated as of March
28, 1995, adopted in final form November 28, 1995.
10.38 (19) Loan and Security Agreement with Comerica Bank-
California, dated as of December 21, 1995.
10.39 (20) Royal Medical Health Services, Inc. Merger Agreement
dated as of April 16, 1996.
10.40 (20) A & M Trucking, Inc. Acquisition Agreement dated as of
April 16, 1996.
10.41 (20) Form of Warrant Agreement concerning 100,000 common
shares with an exercise price of $3.9375 per share
dated as of April 15, 1996.
10.42 (20) Form of Warrant Agreement concerning 100,000 common
shares with an exercise price of $5.00 per share dated
as of April 15, 1996.
10.43 (21) Form of Warrant Agreement concerning 125,000 common
shares with an exercise price of $5.00 per share dated
as of November 6, 1996.
______________________________
(1) Incorporated by reference herein to the indicated exhibits 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 exhibits filed in
response to Item 21, "Exhibits" of the Company's Registration Statement
on Form S-4, No. 33-46052, initially filed on February 28, 1992.
(3) Incorporated by reference herein to the indicated exhibits 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, 1992.
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(4) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
(5) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
(6) Incorporated by reference herein to the indicated exhibits 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, 1993.
(7) 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, 1994.
(8) 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 September 30, 1994.
(9) 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, 1994.
(10) Incorporated by reference herein to Exhibit 10 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(11) Incorporated by reference herein to Exhibit 4.4 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(12) Incorporated by reference herein to Exhibit 4.1 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(13) Incorporated by reference herein to Exhibit 4.2 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(14) Incorporated by reference herein to Exhibit 4.3 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(15) Incorporated by reference herein to Exhibit 4.5 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(16) Incorporated by reference herein to Exhibit 4.6 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
(17) Incorporated by reference herein to Exhibit 4.7 filed in response to
Item 7, "Exhibits" of the Company's Form 8-K Current Report dated
January 25, 1995.
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(18) 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 September 30, 1995.
(19) Incorporated by reference herein to the indicated Exhibit in response to
Item 14(a)(3), "Exhibits" of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
(20) 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, 1996.
(21) Filed herewith.
(b) REPORTS ON FORM 8-K IN THE THIRD QUARTER OF 1996:
None filed for the quarter ended September 30, 1996.
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.
ALLIANCE IMAGING, INC.
November 8, 1996 By: /s/ Richard N. Zehner
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Richard N. Zehner
Chairman, President and
Chief Executive Officer
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 November 8, 1996.
Signature Title
--------- -----
/s/ Richard N. Zehner Chairman of the Board of Directors,
--------------------- President and Chief Executive Officer
Richard N. Zehner (Principal Executive Officer)
/s/ Terrence M. White Senior Vice President, Chief
--------------------- Financial Officer and Secretary
Terrence M. White (Principal Financial Officer)
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