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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 31, 1995
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Medical Imaging Centers of America, Inc.
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(Exact name of registrant as specified in its charter)
California 0-12787 95-3643045
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9444 Farnham Street, Suite 100, San Diego, California 92123
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 560-0110
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On July 31, 1995, Medical Imaging Centers of America, Inc.,
through its wholly-owned subsidiary MICA Imaging, Inc. ("MICA" or "the
Company"), sold the assets (exclusive of accounts receivable) of its ultrasound
and nuclear medicine division based in Chicago, Illinois (the "Division") to
Specialized Imaging Services, Inc. ("SIS"), an Illinois corporation and a
wholly-owned subsidiary of Diagnostic Health Services, Inc. ("DHS"), a Delaware
corporation primarily engaged in ultrasound and nuclear imaging services. The
assets of the Division were sold for cash of $3.7 million and the assumption of
certain liabilities totaling $5 million. The sale of assets consists primarily
of ultrasound and nuclear medicine equipment.
Management estimates that the sale of the assets will result
in a net gain of approximately $3.5 million to the Company after an accrual for
alternative minimum taxes due as a result of the sale.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
N/A
(b) Pro Forma Consolidated Financial Information.
Pro Forma Consolidated Financial Statements.
(c) Exhibits.
2.0 Agreement dated as of July 31, 1995 between MICA
Imaging, Inc. and Specialized Imaging Services, Inc.
and its partners.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDICAL IMAGING CENTERS OF AMERICA, INC.
By: /s/ Denise L. Sunseri
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Denise L. Sunseri
Chief Financial Officer
Date: August 11, 1995
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PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
GENERAL DISCUSSION
On July 31, 1995, Medical Imaging Centers of America, Inc., through
its wholly-owned subsidiary MICA Imaging, Inc. ("MICA"), sold the
assets (exlusive of accounts receivable) of its ultrasound and nuclear
medicine division based in Chicago, Illinois (the "Division") to
Specialized Imaging Services, Inc. ("SIS"), an Illinois corporation
and a wholly-owned subsidiary of Diagnostic Health Services, Inc.
("DHS"), a Delaware corporation primarily engaged in ultrasound and
nuclear imaging services. The assets of the Division were sold for
cash of $3.7 million and the assumption of certain liabilities
totaling $5 million. The sale of assets consists primarily of
ultrasound and nuclear medicine equipment.
PRO FORMA CONSOLIDATED BALANCE SHEETS
The following pro forma consolidated balance sheets reflect the sale
of the assets by MICA to SIS at July 31, 1995 as if the transaction
had taken place on June 30, 1995. The assets were sold for cash of
$3.7 million and the assumption of certain liabilities totaling $5
million. In the opinion of management, all adjustments necessary to
state fairly such pro forma data have been made.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31, 1994 and six months ended June 30, 1995:
The pro forma consolidated statements of operations reflect the sale
of assets by MICA to SIS as if the transaction had taken place on
January 1, 1994. In the opinion of management, all adjustments
necessary to state fairly such pro forma data have been made.
THE PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS ARE NOT INDICATIVE OF WHAT
THE ACTUAL RESULTS OF OPERATIONS WOULD HAVE BEEN FOR THE PERIODS HAD THE
TRANSACTIONS OCCURRED AT THE DATE INDICATED AND DO NOT PURPORT TO INDICATE THE
RESULTS OF FUTURE OPERATIONS.
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MEDICAL IMAGING CENTERS OF AMERICA, INC.
INDEX TO FINANCIAL STATEMENTS
Page
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Pro Forma Consolidated Financial Information
Pro Forma Consolidated Balance Sheets F-1
Pro Forma Consolidated Statements
of Operations F-2
Notes to Pro Forma Consolidated
Financial Statements F-4
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PRO FORMA CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
As Reported Pro forma Pro forma
June 30, 1995 Adjustments As Adjusted
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ASSETS:
Current assets:
Cash and cash equivalents (includes restricted cash of $654 in
1995 and $832 in 1994) $ 6,573 $3,746 (a) $10,319
Trade and notes receivable, net of allowance for doubtful accounts
of $5,164 in 1995 and $5,554 in 1994 8,962 8,962
Prepaid expenses and other current assets 963 963
Net assets sold (July 1995) 73 (73)(b) 0
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Total current assets 16,571 3,673 20,244
Equipment and leasehold improvements, net of accumulated
depreciation and amortization of $29,394 in 1995 and
$28,962 in 1994 21,293 21,293
Equipment held for sale, net of accumulated depreciation
of $1,326 in 1995 and $1,137 in 1994 300 300
Investment in and advances to unconsolidated entities, net of allowance
for doubtful accounts of $1,788 in 1995 and 1994 1,800 1,800
Intangible assets, net of accumulated amortization of
$1,889 in 1995 and $1,606 in 1994 985 985
Other assets 1,224 1,224
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$42,173 $3,673 $45,846
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LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY):
Current liabilities:
Current portion long-term debt and capital lease obligations $10,129 $10,129
Current portion convertible subordinated debt 2,800 2,800
Accounts payable 2,223 2,223
Accrued payroll and related taxes 973 973
Other accrued liabilities 2,272 100 (c) 2,372
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Total current liabilities 18,397 100 18,497
Long-term debt and capital lease obligations 18,469 18,469
Minority interest in consolidated partnerships 1,230 1,230
Convertible subordinated debt 5,400 5,400
Commitments
Shareholders' Equity (Net Capital Deficiency):
Preferred stock, no par value, 5,000,000 shares authorized;
Series B preferred shares, no par value, 300,000 shares
authorized, no shares issued or outstanding --- ---
Common stock, no par value, 30,000,000 shares authorized;
12,210,893 and 12,133,227 shares issued and outstanding at
June 30, 1995 and December 31, 1994, respectively 54,535 54,535
Accumulated deficit (55,858) 3,573 (d) (52,285)
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Total Liabilities and Shareholders' Equity (Net Capital Deficiency) (1,323) 3,573 2,250
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$42,173 $3,673 $45,846
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See accompanying notes to Pro Forma Consolidated Financial Statements.
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS(1)
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE INFORMATION)
Twelve Months ending December 31, 1994
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As Reported Proforma Proforma
December 31, 1994 Adjustments As Adjusted
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REVENUES:
Medical services $55,440 $(5,608)(e) $49,832
Equipment and medical suite sales 1,866 1,866
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Total revenues 57,306 (5,608) 51,698
COSTS AND EXPENSES:
Costs of medical services 34,825 (3,659)(f) 31,166
Costs of equipment and medical suite sales 1,749 1,749
Marketing, general and administrative 5,761 5,761
Depreciation and amortization of equipment
and leasehold improvements 12,221 (1,031)(f) 11,190
Amortization of intangibles and deferred costs 501 501
Equity in net income of unconsolidated entities (708) (708)
Interest expense 5,123 (198)(f) 4,925
Interest income (454) (454)
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Total costs and expenses 59,018 (4,888) 54,130
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Loss before minority interest (1,712) (2,432)
Minority interest in net income of
consolidated partnerships (98) (98)
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Loss before extraordinary gain (1,810) (2,530)
Extraordinary gain 1,316 1,316
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Net loss $ (494) $(1,214)
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NET INCOME (LOSS) PER COMMON SHARE:
Loss from continuing operations $ (.15) $ (.21)
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Extraordinary gain $ .11 $ .11
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Net loss $ (.04) $ (.10)
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Shares used in per share amounts 12,129 12,129
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(1) The above pro forma consolidated statement of operations does not include
the estimated $3.5 million gain from the sale of assets.
See accompanying Notes to Pro Forma Consolidated Financial Statements.
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS(1)
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE INFORMATION)
Six Months ending June 30, 1995
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As Reported Pro forma Pro forma
June 30, 1995 Adjustments As Adjusted
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REVENUES:
Medical services $23,773 $(2,718)(e) $21,055
Equipment and medical suite sales 2,272 2,272
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Total revenues 26,045 (2,718) 23,327
COSTS AND EXPENSES:
Costs of medical services 14,956 (1,813)(f) 13,143
Costs of equipment and medical suite sales 1,773 1,773
Marketing, general and administrative 1,493 1,493
Depreciation and amortization of equipment
and leasehold improvements 5,131 (455)(f) 4,676
Amortization of intangibles and deferred costs 307 307
Equity in net income of unconsolidated entities (355) (355)
Interest expense 1,732 (67)(f) 1,665
Interest income (260) (260)
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Total costs and expenses 24,777 $(2,335) 22,442
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Income before minority interest 1,268 885
Minority interest in net loss of
consolidated partnerships 207 207
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Net income $ 1,475 $ 1,092
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NET INCOME PER COMMON SHARE:
Net income $ .11 $ .08
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Shares used in per share amounts 12,705 12,705
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(1) The above pro forma consolidated statement of operations does not include
the estimated $3.5 million gain from the sale of assets.
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NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
1. HISTORICAL
The historical balances represent the financial position and
results of operations for MICA and were derived from the respective financial
statements for the indicated period.
2. PRO FORMA
On July 31, 1995, MICA sold the assets of its ultrasound and
nuclear medicine division for cash of $3.7 million and the assumption of
certain liabilities totaling $5 million.
The unaudited pro forma consolidated balance sheets have been
prepared to reflect the sale of the assets as if it had occurred on June 30,
1995. The unaudited pro forma consolidated statements of operations have been
prepared to reflect the sale of the assets as if it occurred on January 1,
1994. The following pro forma adjustments are reflected in the unaudited pro
forma consolidated financial statements.
PRO FORMA CONSOLIDATED BALANCE SHEETS
(a) Receipt of cash of $3,746 for the sale of assets.
(b) Elimination of net assets sold (net equipment of
$1,179 less liabilities assumed of $1,106).
(c) Accrual of $100 income tax provision based on
estimate of alternative minimum taxes due as a result
of the sale.
(d) Record of gain from the sale of assets of $3,573
(cash proceeds of $3,746 less net assets sold of $73
less income tax accrual of $100).
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(e) Elimination of Medical Services Revenues for the
Division for the six months ended June 30, 1995 and
the year ended December 31, 1994.
(f) Elimination of Costs and Expenses for the Division
for the six months ended June 30, 1995 and the year
ended December 31, 1994.
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