EX-99.3 5 dex993.htm CERTAIN SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA Certain selected historical consolidated financial and other data

EXHIBIT 99.3

 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

 

The following table sets forth the selected historical consolidated financial and operating data of Primedex. Primedex, our parent company, is a guarantor of the notes and has no material assets or operations of its own other than its ownership of 100% of the capital stock of RadNet. As a result, with the exception of Primedex’s obligation under its 11.5% Series A Convertible Subordinated Debentures due June 30, 2008 ($16.2 million outstanding as of January 31, 2004 and the liability with respect to which is solely Primedex’s) and any cash held by Primedex, the consolidated financial position and results of operations of Primedex are substantially the same as those of RadNet and its subsidiaries. The selected consolidated statement of operations data set forth below for each of the years in the three-year period ended October 31, 2003 and the consolidated balance sheet data set forth below as of October 31, 2002 and 2003 are derived from Primedex’s audited consolidated financial statements and notes thereto included in Primedex’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003. The selected historical consolidated statement of operations data set forth below for the years ended October 31, 1999 and 2000 and the consolidated balance sheet data set forth below as of October 31, 1999, 2000 and 2001 are derived from Primedex’s audited consolidated financial statements included in Primedex’s Annual Reports on Form 10-K for the fiscal years ended October 31, 2000 and 2001. The selected consolidated statement of operations data set forth below for the three-month periods ended January 31, 2003 and 2004 and the consolidated balance sheet data set forth below as of January 31, 2004 are derived from our unaudited financial statements included in Primedex’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2004, which, in our opinion, include all adjustments, consisting of normally recurring adjustments, necessary for a fair presentation of the information. The results for the three months ended January 31, 2004 are not necessarily indicative of results for the entire fiscal year. The selected historical consolidated financial data set forth below should be read in conjunction with and is qualified in its entirety by reference to the audited and unaudited consolidated financial statements and the related notes referenced above and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Primedex’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003 and Primedex’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2004.

 

The financial data set forth below is derived from the consolidated financial statements of Primedex, its subsidiaries and certain affiliates. As a result of the contractual and operational relationship among BRMG, Dr. Berger and us, we are considered to have a controlling financial interest in BRMG pursuant to guidance issued by the Emerging Issues Task Force, or EITF, of the Financial Accounting Standards Board, or FASB, in EITF’s release 97-2. Due to the deemed controlling financial interest, we are required to include BRMG as a consolidated entity in our consolidated financial statements. This means, for example, that revenue generated by BRMG from the provision of professional medical services to our patients, as well as BRMG’s costs of providing those services, are included in our consolidated statement of operations, whereas the management fee that BRMG pays to us under our management agreement with BRMG is eliminated as a result of the consolidation of our results with those of BRMG. Also, because BRMG is a consolidated entity in our financial statements, any transactions between BRMG and us, including advances we have received from or made to BRMG, are not reflected in our consolidated financial statements or in the data below. If BRMG were not treated as a consolidated entity in our consolidated financial statements, the presentation of certain items in our income statement, such as net revenue and costs and expenses, would change but our net income would not, because in operation and historically, the annual revenue of BRMG from all sources closely approximates its expenses, including Dr. Berger’s compensation, fees payable to us and amounts payable to third parties.

 

     Year Ended October 31,

    Three Months
Ended
January 31,


 
     1999

    2000

   2001

   2002

    2003

    2003

    2004

 
           (unaudited)  

Statement of Operations Data:

     (dollars in thousands)  

Net revenue

   $ 68,901     $ 84,483    $ 107,567    $ 134,078     $ 140,259     $ 34,381     $ 34,047  

Operating expenses:

                                                      

Operating expenses

     56,382       60,121      75,457      102,286       106,078       25,913       25,463  

Depreciation and amortization

     7,341       8,210      10,315      15,010       16,874       4,215       4,365  

Provision for bad debts

     2,961       2,476      3,851      6,892       4,944       1,871       1,258  

Income (loss) from continuing operations

     (9,208 )     2,090      13,813      (6,435 )     (5,464 )     (2,138 )     (1,305 )

Income from discontinued operation

     137       524      688      884       3,197       142        

Net income (loss)

     (9,071 )     2,614      14,501      (5,551 )     (2,267 )     (1,996 )     (1,305 )

 

1


     Year Ended October 31,

    Three Months
Ended
January 31,


 
     1999

    2000

    2001

    2002

    2003

    2003

    2004

 
           (unaudited)  

Other Financial Data:

     (dollars in thousands)  

Cash flows provided by (used in):

                                                        

Operating activities

   $ 1,143     $ 8,106     $ 15,357     $ 14,505     $ 20,271     $ 4,475     $ 2,425  

Investing activities

     (5,866 )     (3,294 )     (2,580 )     (6,115 )     (1,702 )     (1,684 )     (710 )

Financing activities

     4,667       (4,779 )     (12,773 )     (8,394 )     (18,575 )     (2,777 )     (1,744 )

Interest expense

     10,514       13,016       13,521       16,627       17,948       4,609       4,237  

Capital expenditures(1)

     19,395       14,927       30,992       40,787       11,431       8,227       6,681  

Ratio of earnings to fixed charges(2)

       (3)     1.16 x     1.64 x       (3)       (3)       (3)       (3)

 

     Year Ended October 31,

 
     1999

    2000

    2001

    2002

   2003

 

Operating Data:

                             

Total facilities owned or managed (at beginning of year)

   31     37     42     46    58  

Facilities added by:

                             

Acquisition

   1     5     3     1     

Internal development

   10     1     4     11    3  

Facilities closed or sold

   (5 )   (1 )   (3 )      (6 )
    

 

 

 
  

Total facilities owned (at end of year)

   37     42     46     58    55  
    

 

 

 
  

Total number of MRI, CT and PET systems (at end of year)

   38     45     52     60    63  

Total number of scans performed

   490,135     600,667     690,484     877,574    947,032  

 

     As of October 31,

    As of
January 31,


 
     1999

    2000

    2001

    2002

    2003

    2004

 
           (unaudited)  

Balance Sheet Data:

     (dollars in thousands)  

Total current assets

   $ 18,973     $ 23,598     $ 35,594     $ 34,558     $ 27,774     $ 26,808  

Property, plant and equipment

     37,667       44,358       65,368       87,875       81,887       84,259  

Total assets

     72,247       90,625       128,429       151,639       142,035       143,447  

Total current liabilities

     56,981       68,186       62,580       79,226       72,389       76,235  

Senior debt

     96,938       115,940       131,350       158,587       149,534       154,723  

Total debt

     116,975       133,470       147,653       174,878       165,749       171,938  

Total liabilities(4)

     136,604       151,538       174,071       202,560       195,122       197,732  

Stockholders’ deficit

     (64,357 )     (60,913 )     (45,642 )     (50,921 )     (53,087 )     (54,285 )

Working capital deficit

     (38,007 )     (44,588 )     (26,987 )     (44,668 )     (44,615 )     (49,427 )

(1) Includes cash capital expenditures and non-cash capital expenditures comprised of capital lease and notes payable obligations incurred to finance the acquisition of equipment.
(2) For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes and extraordinary items, plus fixed charges. Fixed charges are the sum of interest on all indebtedness and amortization of debt issuance costs.
(3) The amount by which fixed charges exceeded earnings for fiscal 1999, 2002 and 2003, and the three months ended January 31, 2003 and 2004 was $9.2 million, $6.4 million, $5.5 million, $2.1 million and $1.3 million, respectively.
(4) Includes minority interest in consolidated subsidiaries.

 

2