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Surgical Care Affiliates Inc – ‘10-Q’ for 3/31/95

As of: Thursday, 5/11/95 · For: 3/31/95 · Accession #: 950144-95-1269 · File #: 0-13364

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/11/95  Surgical Care Affiliates Inc      10-Q        3/31/95    3:270K                                   Bowne of Atlanta Inc/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Surgical Care Form 10-Q                               11     44K 
 2: EX-10.1     Credit Agreement                                     114    408K 
 3: EX-27       Financial Data Schedule                                1      7K

10-Q — Surgical Care Form 10-Q
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities. - None Defaults Upon Senior Securities. - None Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings. - None Management's Discussion and Analysis of Its Financial Condition and Results of Operations: Other Information. - None Submission of Matters to a Vote of Security Holders. - None
1	1st Page - Filing Submission
2	Item 1. Financial Statements
7	Item 2. Management's Discussion and Analysis of Its Financial Condition and Results of Operations:
9	Item 1. Legal Proceedings. - None
"	Item 2. Changes in Securities. - None
"	Item 3. Defaults Upon Senior Securities. - None
"	Item 4. Submission of Matters to a Vote of Security Holders. - None
"	Item 5. Other Information. - None
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 

SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, D. C. 20549   

FORM 10-Q   

QUARTERLY REPORT UNDER SECTION 13 OR 15(D)  

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 1995, commission file number      0-13364       
                   --------------                         ----------------

SURGICAL CARE AFFILIATES, INC.  
-----------------------------------------------------------------------------   
(Exact name of registrant as specified in its charter)

DELAWARE  
-----------------------------------------------------------------------------   
(State or other jurisdiction of incorporation or organization)

62-1149229  
-----------------------------------------------------------------------------   
(I. R. S. Employer Identification No.)

Registrant's telephone number, including area code        (615) 385-3541        
                                                --------------------------

102 Woodmont Blvd, Suite 610, Nashville, TN 37205 
------------------------------------------------- 

Former name, former address and former fiscal year, if changed since last       
report.                                                                         

 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                         
                          ---      ---
       The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the     
Securities and Exchange Commission.  All adjustments necessary to a fair        
statement of the results of this period reported have been included.  Certain   
information and footnote disclosures normally included in financial statements  
prepared in accordance with generally accepted accounting principles have been  
condensed or omitted pursuant to such rules and regulations, although the       
Company believes that the disclosures are adequate to make the information      
presented not misleading.  It is suggested that these condensed financial       
statements be read in conjunction with the financial statements and the notes   
thereto included in the Company's latest annual report on Form 10-K.            

   Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this report.  
Common stock, par value $.25 per share, shares outstanding 38,955,085 at March  
31, 1995.                                                                       

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PART I -- FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS                                                    

SURGICAL CARE AFFILIATES, INC. AND SUBSIDIARIES                                 
CONSOLIDATED BALANCE SHEETS                                     

                                                                [Download Table]

                                                       MARCH 31,     DECEMBER 31,
                                                         1995           1994     
                                                     ------------   -------------
   ASSETS                                                                        
   ------                                                                        
                                                                                 
Current assets:                                                                  
   Cash                                              $ 39,060,301   $ 31,222,963 
   Marketable securities                                  294,639        294,639 
   Accounts receivable, less allowance for doubtful                              
     accounts of $4,452,372 in 1995 and $4,160,260                               
     in 1994                                           31,929,368     34,801,079 
   Other receivables                                      772,224        701,965 
   Supplies                                             4,681,043      4,562,518 
   Prepaid expenses and other current assets            1,701,826        742,911 
   Deferred income taxes                                9,260,259      9,260,259 
                                                     ------------   ------------ 
            Total current assets                       87,699,660     81,586,334 
                                                     ------------   ------------ 

 Property & equipment, including leased properties:                              
    Land & improvements                                32,244,504     31,972,686 
    Building                                           67,177,472     66,289,162 
    Equipment, furniture and fixtures                 108,915,721    106,690,800 
    Construction in progress                            2,188,462      1,998,495 

                                                     ------------   ------------ 
                                                      210,526,159    206,951,143 
    Less: accumulated depreciation and amortization   (61,550,158)   (57,969,075)
                                                     ------------   ------------ 
                Net property & equipment              148,976,001    148,982,068 

Other assets:                                                                    
    Excess of cost over fair value of net assets                                 
      acquired                                        114,300,992    109,149,364 
    Other assets                                          592,733        625,828 
                                                     ------------   ------------ 

                                                     $351,569,386   $340,343,594 
                                                     ============   ============ 

The notes to consolidated financial statements are an integral part of these    
statements.                                                                     

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SURGICAL CARE AFFILIATES, INC. AND SUBSIDIARIES                                 
CONSOLIDATED BALANCE SHEETS                                   

                                                                [Download Table]

                                                        MARCH 31,    DECEMBER 31, 
                                                          1995          1994      
                                                      ------------   ------------ 
   LIABILITIES & SHAREHOLDERS' EQUITY                                             
   ----------------------------------                                             
                                                                                  
Current liabilities:                                                              
  Accounts payable - trade                            $  5,577,805   $  5,889,642 
  Accrued liabilities                                   12,578,044     15,658,612 
  Accrued loss on disposal of surgery centers            1,703,208      5,629,000 
  Current portion of long-term obligations and notes                              
  payable                                               10,119,162     10,119,162 
  Income taxes payable                                  18,380,290     14,737,873 
  Distributable to minority interests                    4,500,000      4,500,000 

                                                      ------------   ------------ 
                         Total current liabilities      52,858,509     56,534,289 
                                                      ------------   ------------ 

Long-term obligations:                                                            
  Notes payable & other long-term debt                  47,442,913     42,269,224 
  Capital lease obligations - related parties            4,067,635      7,447,761 
                                                      ------------   ------------ 

                         Total long-term obligations    51,510,548     49,716,985 
                                                      ------------   ------------ 

Deferred income taxes                                    3,845,939      3,845,939 
                                                      ------------   ------------ 

Minority interests                                      32,965,595     33,623,872 
                                                      ------------   ------------ 

Shareholders' equity:                                                             
  Common stock, par value $.25, 100,000,000                                       
   shares authorized, 39,427,485 and                                              
   39,110,622 shares issued, and 38,955,085                                       
   and 38,638,222 shares outstanding in 1995 and                                  
   1994, respectively                                    9,856,872      9,777,656 
  Treasury stock at cost,472,400 shares in 1995                                   
   and 1994, respectively                               (6,094,078)    (6,114,778)
  Additional paid in capital                            95,996,839     91,159,880 
  Retained earnings                                    110,629,162    101,799,751 
                                                      ------------   ------------ 

                         Total shareholders' equity    210,388,795    196,622,509 
                                                      ------------   ------------ 
                                                      $351,569,386   $340,343,594 
                                                      ============   ============ 

The notes to consolidated financial statements are an integral part of these    
statements.                                                                     

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SURGICAL CARE AFFILIATES, INC. AND SUBSIDIARIES                                 
CONSOLIDATED STATEMENTS OF INCOME                                   

                                                                [Download Table]

                                                   THREE MONTHS   THREE MONTHS 
                                                      ENDED           ENDED    
                                                     MARCH 31,      MARCH 31,  
                                                       1995           1994     
                                                   ------------   ------------ 
                                                                               
Net revenue                                         $65,106,351    $52,148,320 

Operating costs:                                                               
 Costs of providing healthcare services             (34,168,337)   (28,142,003)
 Depreciation and amortization                       (4,338,978)    (3,900,668)
 Provision for doubtful accounts                       (921,983)      (980,017)
                                                    -----------    ----------- 

 Operating income                                    25,677,053     19,125,632 

General, administrative and development expenses     (1,561,131)    (1,153,772)
Interest and other expenses                          (1,162,284)    (2,057,544)
Interest and other income                               477,582        847,909 
Gain on sale of MCA stock                                     0      3,419,612 
                                                    -----------    ----------- 

Income before minority interests and income taxes    23,431,220     20,181,837 

Minority interests in (earnings) of partnerships     (6,100,441)    (4,416,546)
                                                    -----------    ----------- 

Income before income taxes and cumulative effect                               
 of change in accounting principle                   17,330,779     15,765,291 

Income tax provision                                 (6,932,312)    (7,686,116)
                                                    -----------    ----------- 

Income before cumulative effect of change in                                   
 accounting principle                                10,398,467      8,079,175 

Cumulative effect of change in accounting                                      
 principle, net of income tax benefit of                                       
 $1,403,437                                                   0     (2,105,155)
                                                    -----------    ----------- 

Net income                                          $10,398,467    $ 5,974,020 
                                                    ===========    =========== 

Net Income Per Common & Common Equivalent Share                                

 Before cumulative effect of change in                                         
  accounting principle                              $      0.27    $      0.21 
 Cumulative effect of change in accounting                                     
  principle                                                0.00          (0.05)
                                                    -----------    ----------- 

                                                    $      0.27    $      0.16 
                                                    ===========    =========== 

Weighted average number of common and common                                   
  equivalent shares outstanding                      39,091,979     38,876,222 
                                                    ===========    =========== 


The notes to consolidated financial statements are an integral part of these    
statements.                                                                     

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SURGICAL CARE AFFILIATES, INC. AND SUBSIDIARIES                               

CONSOLIDATED STATEMENTS OF CASH FLOWS                                 

                                                        [Enlarge/Download Table]

                                                                           Three Months Ended      
                                                                      ---------------------------- 
                                                                        MARCH 31,        MARCH 31, 
                                                                          1995             1994    
                                                                      -----------      ----------- 
                                                                                                   
Cash Flows From Operating Activities:                                                              
 Net Income                                                           $10,398,467      $ 5,974,020 
 Adjustments to Reconcile Net Income to Net                                                        
  Cash Provided by Operating Activities:                                                           

   Cumulative Effect of Change in Accounting Principle                          0        2,105,155 
   Depreciation and Amortization                                        4,338,978        3,900,668 
   Provisions for Losses on Accounts Receivable                           921,983          980,017 
   Minority Interests in Earnings of Partnerships                       6,100,441        4,416,546 
   Deferred Income Taxes                                                        0          858,127 

 Changes in Assets and Liabilities                                                                 
  Net of Effect of Acquisitions:                                                                   
   Decrease in Accounts Receivable                                      1,949,728        1,688,367 
   (Increase) Decrease in Other Receivables                               (70,259)       3,309,552 
   (Increase) Decrease in Supplies                                       (118,525)         113,936 
   Increase in Prepaid Expenses and Other Current Assets                 (958,915)      (1,125,118)
   Decrease (Increase) in Other Assets                                     33,095         (464,182)
   Increase in Excess of Cost over Fair Value of Net Assets Acquired   (1,815,995)      (2,722,175)
   Decrease in Accounts Payable - Trade                                  (311,837)      (1,157,750)
   Decrease in Accrued Liabilities                                     (3,080,568)        (512,763)
   Decrease in Accrued Loss on Disposal of Surgery Centers             (3,925,792)               0 
   Increase in Income Taxes Payable                                     3,642,417        6,777,359 
                                                                      -----------      ----------- 

       Net Cash Provided by Operating Activities                       17,103,218       24,141,759 
                                                                      -----------      ----------- 

Cash Flows From Investing Activities:                                                              

   Decrease in Temporary Investments                                            0           31,108 
   Decrease in Marketable securities                                            0        7,010,219 
   Capital Expenditures                                                (3,575,016)      (9,820,427)
   Acquisitions less Cash Acquired of $0 in 1995, $ 75,000 in 1994              0       (4,363,371)
                                                                      -----------      ----------- 

       Net Cash Used in Investing Activities                           (3,575,016)      (7,142,471)
                                                                      -----------      ----------- 

Cash Flows From Financing Activities:                                                              
   Net Borrowings Under Line-of-Credit Agreement                       31,076,792                0 
   Payments on Long-Term Obligations                                  (29,283,229)      (9,613,361)
   Proceeds From Long-Term Obligations                                          0        1,334,290 
   Proceeds From Issuance of Common Stock                                 822,647          830,481 
   Dividends on Common Stock for the Treasury                              20,700                0 
   Dividends Paid                                                      (1,569,056)      (1,551,167)
   Distributions to Minority Interests                                 (6,110,734)      (5,131,341)
   Decrease in Distributable to Minority Interests                              0         (261,219)
   (Decrease) Increase in Minority Interests                             (647,984)         594,720 
                                                                      -----------      ----------- 

       Net Cash Used in Financing Activities                           (5,690,864)     (13,797,597)
                                                                      -----------      ----------- 

Net Increase in Cash & Cash Equivalents                                 7,837,338        3,201,691 
Cash & Cash Equivalents at Beginning of Period                         31,222,963       23,877,186 
                                                                      -----------      ----------- 

Cash & Cash Equivalents at End of Period                              $39,060,301      $27,078,877 
                                                                      ===========      =========== 

For purposes of the statements of cash flows, the Company                                          
considers all certificates of deposits and highly liquid                                           
marketable securities with a maturity of three months or                                           
less to be cash equivalents.                                                                       

Cash & Cash Equivalents at End of Period                              $39,060,301      $27,078,877 
Temporary Investments                                                           0        5,254,675 
                                                                      -----------      ----------- 

Cash and Temporary Investments                                        $39,060,301      $32,333,552 
                                                                      ===========      =========== 

The notes to consolidated financial statements are an integral part of these    
statements.                                                                     

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SURGICAL CARE AFFILIATES, INC.  
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  

NOTE 1 - BASIS OF FINANCIAL STATEMENTS                                          

        The accompanying unaudited consolidated financial statements have been
prepared in accordance with Rule 10-01 of Regulation S-X, "Interim Financial    
Statements," and do not include all the information and footnotes required by   
generally accepted accounting principles for complete financial statements.     
The financial statements have been prepared in conformity with accounting       
principles and practices (including consolidation practices) reflected in the   
Company's Annual Report on Form 10-K for the year ended December 31, 1994, and  
in the opinion of management, include all adjustments (consisting only of       
normal recurring adjustments), necessary for a fair presentation of the         
Company's financial position as of March 31, 1995, and results of its           
operations and cash flows for the three months ended March 31, 1995 and 1994.   
The results of operations for the three months ended March 31, 1995 are not     
necessarily indicative of the results that can be expected for the year ending  
December 31, 1995.  All significant intercompany balances and transactions have 
been eliminated in the consolidated financial statements.  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, 1994.                                                              

NOTE 2 - RECLASSIFICATIONS                                                      

Reclassifications of certain amounts in the 1994 consolidated 
financial statements have been made to conform to the 1995 presentation of      
accounts.                                                                       

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF ITS FINANCIAL                  
CONDITION AND RESULTS OF OPERATIONS:                          

        Surgical Care Affiliates, Inc. operates 63 outpatient surgery centers,
nine of which were acquired or built in 1994.  The Company began the quarter    
with 65 centers but closed two of them in the first quarter.                    

RESULTS OF OPERATIONS - FIRST QUARTER                                           

Revenue for the first quarter increased 25% to $65.1 million. 
Earnings per share before cumulative effect of change in accounting principle   
increased 29% to $.27 compared to $.21 in 1994.                                 

       The increase in revenue of 25% is due primarily to a 16% rise in same
center revenue.  The remaining growth in revenue came from new centers.  The    
same center revenue increase is comprised of a 12% growth in volume and 4%      
increase in pricing and the intensity of surgical procedures performed.  The    
16% increase is the largest quarterly increase experienced in same center       
revenue in several years.  The increase is partially the result of an increase  
in activity at centers joint ventured with hospitals.  The case volume in the   
first quarter of 1994 was also reduced by bad weather.  Management expects      
total same center revenue to increase by 6 - 10% for the remainder of 1995.     

The costs of providing healthcare services increased 21%.  The
increase is due to the addition of 5 new centers and the increase of 16% in     
same center revenues since the first quarter of 1994.                           

    Interest and other expenses decreased from $2.1 million in 1994 to
$1.2 million in 1995.  In the first quarter of 1994, the Company recorded an    
expense of $950,000 to relocate two surgery centers.                            

        Interest and other income decreased because the Company did not record
any development fee revenue during the first quarter of 1995 that is earned     
when new centers are developed.                                                 

     General and administrative expenses increased due to an increase in
corporate staffing and other activities to manage the growth in surgery         
centers.                                                                        

       During the first quarter of 1994, the Company sold shares of stock in
Medical Care America at a pre-tax gain of $3.4 million.  All of the stock was   
sold in 1994.                                                                   

      Effective January 1, 1994, the Company changed its accounting policy
for deferred development and pre-opening costs.  As a result of the change, the 
Company recorded a cumulative effect of change in accounting principle of $2.1  
million for the first quarter of 1994.  The Company now expenses deferred       
development and pre-opening costs as incurred.  The change in accounting for    
deferred development and pre-opening costs did not have a material impact on    
the Company's net income for the first quarter of 1995.                         

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       The Company's effective tax rate was 49% in the first quarter of 1994
compared to 40% in 1995.  The decrease occurred because of a $1 million charge  
to provide for certain income tax contingencies in 1994.                        

BALANCE SHEET AMOUNTS                                                           

    The Company's cash position increased by $8 million from year end.
The increase is due to net income earned in the first quarter.  The Company did 
not make any acquisitions in the first quarter which historically has been the  
largest use of cash.                                                            

        Accounts receivable decreased since December 31, 1994, due to seasonal
fluctuations.  The Company's receivables typically rise before year end due to  
the high volume of surgery in the fourth quarter.                               

  Excess of cost over fair value of net assets acquired (goodwill)
increased due to the payment of deferred purchase price consideration incurred  
from past acquisitions.                                                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

       The Company expects to open four to five surgery centers in 1995 that
currently are or will be under construction.  The Company also expects to       
acquire four centers that should close before the end of the second quarter.    
The Company expects to pay cash to purchase these centers.  Funding will be     
provided from operations or from draws on the Company's lines of credit.        

       As in previous periods, the principal source of the Company's cash is
generated from its operations.  The Company believes that it has ready access   
to third party resources (primarily banks) to finance its growth to the extent  
that the growth requirements exceed cash generated from operations.             

   In April 1995, the Company entered into an agreement to refinance
substantially all of its short and long term debt.  Under the terms of the new  
five year agreement, the Company will pay interest at LIBOR plus 50 basis       
points, compared to the old rate of LIBOR plus 130-200 basis points.  The new   
loan is unsecured except for a negative pledge on assets and contains certain   
financial covenants.                                                            

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SURGICAL CARE AFFILIATES, INC. AND SUBSIDIARIES 

FOR THE THREE MONTHS ENDED MARCH 31, 1995 

Part II.    Other Information                                                   

Item 1.          Legal Proceedings.  -  None.                                   

Item 2.          Changes in Securities.  -  None.                               

Item 3.          Defaults Upon Senior Securities.  -  None.                     

Item 4.          Submission of Matters to a Vote of Security Holders.  -  None  

Item 5.          Other Information. - None.                                     

Item 6.          Exhibits and Reports on Form 8-K.                              

(A)     Exhibits                              

        (1)   Credit Agreement dated April 12,
             1995 by and among Surgical Care Affiliates,
              Inc., SCA-Management Company, SCA Investment
               Company, the Lenders Listed therein and Third
     National bank in Nashville as Agent

                (2) Financial Data Schedule (for SEC use only)

(B)     Reports on Form 8-k.  -  None.        

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SIGNATURE 

      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.                                          

                                    SURGICAL CARE AFFILIATES, INC.
                                    ------------------------------
                                  (Registrant)

                          /s/ Tarpley B. Jones
                                     -------------------------------
                      Tarpley B. Jones
                                     Senior Vice President and Chief
                       Financial Officer
                              (Principal Financial and
                              Duly Authorized Officer)
                             On behalf of Registrant

Date:  May 10, 1995                                                             

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EXHIBIT INDEX 

                                                                [Download Table]

Number                               Description                                    
------  ----------------------------------------------------------------------------
                                                                                    
10.1    Credit Agreement dated April 12, 1995 by and among Surgical Care Affiliates,
        Inc., SCA-Management Company, SCA Investment Company, the Lenders Listed    
        therein, and Third National Bank in Nashville as Agent                      

27      Financial Data Schedule (For SEC use only)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/31/95	6
Filed on:	5/11/95			DEF 14A
	5/10/95	10
	4/12/95	9	11
For Period End:	3/31/95	1	9
	12/31/94	6	8	10-K405, 11-K
	3/31/94	6
	1/1/94	7
				List all Filings

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Filing Submission 0000950144-95-001269 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Surgical Care Affiliates Inc – ‘10-Q’ for 3/31/95

As of: Thursday, 5/11/95 · For: 3/31/95 · Accession #: 950144-95-1269 · File #: 0-13364

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Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Surgical Care Form 10-QDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Surgical Care Form 10-Q
Document Table of Contents