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Exhibit 99.1

 

LOGO

Contact:

Alliance HealthCare Services

Howard Aihara

Executive Vice President

Chief Financial Officer

(949) 242-5300

ALLIANCE HEALTHCARE SERVICES REPORTS RESULTS

FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2011

AND REAFFIRMS FULL YEAR 2012 GUIDANCE

NEWPORT BEACH, CA—March 14, 2012—Alliance HealthCare Services, Inc. (NYSE:AIQ) (the “Company” or “Alliance”), a leading national provider of outpatient diagnostic imaging and radiation therapy services, announced results for the fourth quarter and year ended December 31, 2011.

Fourth Quarter and Full Year 2011 Financial Results

Revenue for the fourth quarter of 2011 was $120.7 million compared to $117.7 million in the fourth quarter of 2010. For full year 2011, revenue was $493.7 million, which was at the higher end of the Company’s guidance range of $475 million to $495 million. Full year 2010 revenue was $478.9 million.

Alliance’s Adjusted EBITDA (as defined below) was $35.4 million in the fourth quarter of 2011 compared to $35.0 million in the fourth quarter of 2010. For full year 2011, Adjusted EBITDA totaled $149.3 million, which was at the higher end of the Company’s guidance range of $140 million to $150 million. Full year 2010 Adjusted EBITDA was $158.1 million.

Alliance’s net loss, computed in accordance with generally accepted accounting principles (“GAAP”), totaled ($16.4) million in the fourth quarter of 2011 and ($29.6) million in the fourth quarter of 2010. Full year 2011 net loss totaled ($160.1) million compared to net loss of ($32.7) million for full year 2010.

Net loss per share on a diluted basis, computed in accordance with GAAP, was ($0.31) per share in the fourth quarter of 2011 and ($0.56) per share in the fourth quarter of 2010. In the fourth quarter of 2011, net loss per share on a diluted basis was impacted by ($0.19) in the aggregate due to non-cash impairment charges, restructuring charges, mergers and acquisitions transaction costs, fair value adjustments related to interest rate swaps and a lower GAAP income tax rate than our historical income tax rate. Alliance’s historical income tax rate has been approximately 42%, rather than the GAAP income tax rate of 33% for the fourth quarter of 2011. In the fourth quarter of 2010, net loss per share on a diluted basis was impacted by ($0.50) in the aggregate due to non-cash impairment charges, severance and related costs, mergers and acquisitions transaction costs and fair value adjustments related to interest rate swaps.

 

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Alliance HealthCare Services

Press Release

March 14, 2012

Page 2

 

Net loss per share on a diluted basis was ($3.01) per share for full year 2011 and ($0.62) per share for full year 2010. For full year 2011 net loss per share on a diluted basis was impacted by ($2.80) in the aggregate due to non-cash impairment charges, restructuring charges, severance and related costs, mergers and acquisitions transaction costs, fair value adjustments related to interest rate swaps and a lower GAAP income tax rate than our historical income tax rate. Alliance’s historical income tax rate has been approximately 42%, rather than the GAAP income tax rate of 19% for full year 2011. Full year 2010 net loss per share on a diluted basis was impacted by ($0.55) in the aggregate due to non-cash impairment charges, severance and related costs, mergers and acquisitions transaction costs and fair value adjustments related to interest rate swaps.

The fourth quarter of 2011 included non-cash impairment charges totaling $12.1 million, or $8.1 million net of tax, related to Alliance’s Imaging Division. Of the $12.1 million, $10.7 million of the charge related to an impairment of a certain class of imaging-related equipment. The remaining $1.4 million related to changes as a result of finalizing the valuation work for which we recorded a goodwill impairment charge in the third quarter of 2011. For the full year 2011, the Company recorded total non-cash impairment charges of $167.8 million, or $135.4 million net of tax, which consisted of a $154.4 million goodwill impairment charge, a $10.7 million charge related to an impairment of a certain class of imaging-related equipment and a $2.7 million charge related to impairment of certain intangible assets. Alliance believes that the reduction in fair value which prompted the impairment charges is a result of sustained high unemployment rates, a reported decline in physician office visits, and other conditions in the United States arising from global economic conditions. These factors have had a sustained negative impact on the Company’s stock price and on the fair value of its Imaging Division reporting unit. The fourth quarter and full year 2010 included non-cash impairment charges totaling $42.1 million, or $25.7 million net of tax. The 2011 and 2010 impairment charges are non-cash expenses and will not have any impact on the Company’s cash position, future cash flows or debt covenants.

Paul S. Viviano, Chairman of the Board and Chief Executive Officer, stated, “Alliance continues to focus on the three critical elements of our improvement plan, which are to stabilize and grow the Imaging Division, expand the Radiation Oncology Division, and increase organizational efficiency and cost savings, which Alliance has defined as the Journey to Excellence and Project Phoenix initiatives. Alliance is on target relative to the cost savings announced previously, for which we expect to realize $20 million to $25 million of annualized savings phased in over approximately a two-year period. As a result of these initiatives, the Company is better positioned to serve the needs of our more than 1,000 hospital customers, and we will continue to be the nation’s leading provider of advanced diagnostic imaging and radiation oncology services.”

Cash flows provided by operating activities were $22.5 million in the fourth quarter of 2011 compared to $19.8 million in the fourth quarter of 2010, and totaled $93.5 million and $104.9 million for full years 2011 and 2010, respectively. Capital expenditures in the fourth quarter of 2011 were $13.5 million compared to $20.7 million in the fourth quarter of 2010, and were $49.6 million and $64.5 million for full years 2011 and 2010, respectively. Alliance opened two new fixed-site imaging centers in the fourth quarter of 2011 and a total of 10 new fixed-site imaging centers in the full year 2011. Alliance opened one new stereotactic radiosurgery center in the fourth quarter of 2011 and three new stereotactic radiosurgery centers for the full year 2011. In addition, Alliance acquired eight stereotactic radiosurgery centers in connection with the US Radiosurgery acquisition in April 2011.

 

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Alliance HealthCare Services

Press Release

March 14, 2012

Page 3

 

Alliance’s net debt, defined as total long-term debt (including current maturities) less cash and cash equivalents, totaled $599.3 million at December 31, 2011 and $556.1 million at December 31, 2010. The Company invested $46.7 million in acquisitions for the full year 2011. Cash and cash equivalents were $44.2 million at December 31, 2011 and $97.2 million at December 31, 2010. The Company’s net debt, as defined above, divided by the last twelve months Adjusted EBITDA (pro forma for acquisitions during the period) was 4.01x for the twelve month period ended December 31, 2011.

The Company’s total long-term debt (including current maturities) decreased to $643.5 million at December 31, 2011 from $653.3 million at December 31, 2010. The Company’s total debt divided by last twelve months Adjusted EBITDA (pro forma for acquisitions during the period) was 4.30x for the twelve month period ended December 31, 2011. The Company’s total debt divided by the last twelve months Adjusted EBITDA, as defined in the credit agreement, was 4.45x for the twelve months December 31, 2011. Adjusted EBITDA as defined in the Company’s credit agreement includes an adjustment for noncontrolling interest in subsidiaries.

Full Year 2012 Guidance

Alliance reaffirms its full year 2012 guidance ranges:

 

     Guidance
Ranges
     (dollars in millions)

Revenue

   $470 - $500

Adjusted EBITDA

   $140 - $160

Cash capital expenditures

   $55 - $65

Decrease in long-term debt, net of the change in cash and cash equivalents (before investments in acquisitions)

   $15 - $25

Fixed-site imaging center openings

   10 - 15

Radiation therapy center openings

   3 - 5

Fourth Quarter and Full Year 2011 Earnings Conference Call

Investors and all others are invited to listen to a conference call discussing fourth quarter and full year 2011 results. The conference call is scheduled for Thursday, March 15, 2012 at 8:30 a.m. Eastern Time. The call will be broadcast live on the Internet and can be accessed by visiting the Company’s website at www.alliancehealthcareservices-us.com. Click on Audio Presentations in the Investors section of the website to access the link.

The conference call can be accessed at (877) 638-4550 (United States) or (973) 582-2737 (International). Interested parties should call at least five minutes prior to the call to register. A telephone replay will be available until April 15, 2012. The telephone replay can be accessed by calling (855) 859-2056 (United States) or (404) 537-3406 (International). The conference call identification number is 60219619.

 

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Alliance HealthCare Services

Press Release

March 14, 2012

Page 4

 

Definition of Adjusted EBITDA

Adjusted EBITDA, as defined by the Company’s management, represents net income (loss) before: interest expense, net of interest income; income taxes; depreciation expense; amortization expense; net income (loss) attributable to noncontrolling interests; non-cash share-based compensation; severance and related costs; restructuring charges; loss on extinguishment of debt; fees and expenses related to acquisitions; non-cash impairment charges; and other non-cash charges included in other (income) expense, net, which includes non-cash losses on sales of equipment. The components used to reconcile net income (loss) to Adjusted EBITDA are consistent with our historical presentation of Adjusted EBITDA. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States, or “GAAP.” For a more detailed discussion of Adjusted EBITDA and reconciliation to net income (loss), see the section entitled “Adjusted EBITDA” included in the tables following this release.

About Alliance HealthCare Services

Alliance HealthCare Services is a leading national provider of advanced outpatient diagnostic imaging and radiation therapy services based upon annual revenue and number of systems deployed. Alliance focuses on MRI, PET/CT and CT through its Imaging division and radiation therapy through its Oncology division. With more than 1,900 team members committed to providing exceptional patient care and exceeding customer expectations, Alliance provides quality clinical services for over 1,000 hospitals and other healthcare partners in 46 states. Alliance operates 573 diagnostic imaging and radiation therapy systems. The Company is the nation’s largest provider of advanced diagnostic mobile imaging services and one of the leading operators of fixed-site imaging centers, with 133 locations across the country. Alliance also operates 36 radiation therapy centers, including 17 dedicated stereotactic radiosurgery facilities, many of which are operated in conjunction with local community hospital partners, providing treatment and care for cancer patients. With 17 stereotactic radiosurgery facilities in operation, Alliance is among the leading providers of stereotactic radiosurgery nationwide.

 

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Alliance HealthCare Services

Press Release

March 14, 2012

Page 5

 

Forward-Looking Statements

This press release contains forward-looking statements relating to future events, including statements related to the Company’s improvement plan, including its efforts to stabilize and grow the Imaging Division, grow the Radiation Oncology Division, and increase organizational efficiency through the Journey to Excellence and Project Phoenix initiatives, as well as expected annualized savings; and to its Full Year 2012 Guidance, including its forecasts of revenue, Adjusted EBITDA, cash capital expenditures, decrease in long-term debt and the opening of new fixed-site imaging and radiation therapy centers; and estimates of revenues lost and revenues gained from new client contracts in the Company’s revenue gap disclosures on the last page of the tables following this release. In this context, forward-looking statements often address the Company’s expected future business and financial results and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” or “will.” Forward-looking statements by their nature address matters that are uncertain and subject to risks. Such uncertainties and risks include: changes in the preliminary financial results and estimates due to the restatement or review of the Company’s financial statements; the nature, timing and amount of any restatement or other adjustments; the Company’s ability to make timely filings of its required periodic reports under the Securities Exchange Act of 1934; issues relating to the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures; the Company’s high degree of leverage and its ability to service its debt; factors affecting the Company’s leverage, including interest rates; the risk that the counterparties to the Company’s interest rate swap agreements fail to satisfy their obligations under these agreements; the Company’s ability to obtain financing; the effect of operating and financial restrictions in the Company’s debt instruments; the accuracy of the Company’s estimates regarding its capital requirements; the effect of intense levels of competition in the Company’s industry; changes in the methods of third party reimbursements for diagnostic imaging and radiation oncology services; fluctuations or unpredictability of the Company’s revenues, including as a result of seasonality; changes in the healthcare regulatory environment; the Company’s ability to keep pace with technological developments within its industry; the growth or lack thereof in the market for imaging, radiation oncology and other services; the disruptive effect of hurricanes and other natural disasters; adverse changes in general domestic and worldwide economic conditions and instability and disruption of credit markets; difficulties the Company may face in connection with recent, pending or future acquisitions, including unexpected costs or liabilities resulting from the acquisitions, diversion of management’s attention from the operation of the Company’s business, and risks associated with integration of the acquisitions; and other risks and uncertainties identified in the Risk Factors section of the Company’s Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (the “SEC”), as may be modified or supplemented by our subsequent filings with the SEC. These uncertainties may cause actual future results or outcomes to differ materially from those expressed in the Company’s forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update its forward-looking statements except as required under the federal securities laws.

 

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ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except per share amounts)

 

     Quarter Ended
December 31,
    Year Ended
December 31,
 
     2010     2011     2010     2011  

Revenues

   $ 117,697      $ 120,652      $ 478,855      $ 493,651   

Costs and expenses:

        

Cost of revenues, excluding depreciation and amortization

     68,014        69,172        264,725        279,751   

Selling, general and administrative expenses

     17,564        20,433        67,110        77,140   

Transaction costs

     896        112        2,439        3,429   

Severance and related costs

     156        482        1,002        3,991   

Impairment charges

     42,095        12,089        42,095        167,792   

Depreciation expense

     22,541        22,015        92,321        89,974   

Amortization expense

     3,238        4,179        12,439        16,444   

Interest expense and other, net

     12,451        13,618        51,203        49,789   

Other (income) and expense, net

     37        1,540        (590     2,203   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     166,992        143,640        532,744        690,513   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes, earnings from unconsolidated investees, and noncontrolling interest

     (49,295     (22,988     (53,889     (196,862

Income tax benefit

     (19,314     (8,101     (20,799     (38,242

Earnings from unconsolidated investees

     (1,427     (780     (4,327     (3,516
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

     (28,554     (14,107     (28,763     (155,104

Less: Net income attributable to noncontrolling interest

     (1,036     (2,292     (3,890     (5,008
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Alliance HealthCare Services, Inc.

   $ (29,590   $ (16,399   $ (32,653   $ (160,112
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss, net of taxes

        

Net loss attributable to Alliance HealthCare Services, Inc.

   $ (29,590   $ (16,399   $ (32,653   $ (160,112

Unrealized gain (loss) on hedging transactions, net of taxes

     628        23        1,723        (281
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss, net of taxes:

   $ (28,962   $ (16,376   $ (30,930   $ (160,393
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per common share attributable to Alliance HealthCare Services, Inc.:

        

Basic

   $ (0.56   $ (0.31   $ (0.62   $ (3.01

Diluted

   $ (0.56   $ (0.31   $ (0.62   $ (3.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares of common stock and common stock equivalents:

        

Basic

     52,822        53,100        52,780        53,132   

Diluted

     52,822        53,100        52,780        53,132   

 

-6-


ALLIANCE HEALTHCARE SERVICES , INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

 

     December 31,
2010
    December 31,
2011
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 97,162      $ 44,190   

Accounts receivable, net of allowance for doubtful accounts

     62,956        70,701   

Deferred income taxes

     7,344        10,086   

Prepaid expenses and other current assets

     9,802        6,462   

Other receivables

     3,594        4,301   
  

 

 

   

 

 

 

Total current assets

     180,858        135,740   

Equipment, at cost

     902,829        954,337   

Less accumulated depreciation

     (591,145     (663,038
  

 

 

   

 

 

 

Equipment, net

     311,684        291,299   

Goodwill

     193,126        56,493   

Other intangible assets, net

     94,622        143,024   

Deferred financing costs, net

     14,883        17,268   

Other assets

     21,028        19,270   
  

 

 

   

 

 

 

Total assets

   $ 816,201      $ 663,094   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 15,541      $ 22,417   

Accrued compensation and related expenses

     17,061        18,204   

Accrued interest payable

     5,812        6,582   

Other accrued liabilities

     37,138        33,438   

Current portion of long-term debt

     9,709        24,923   
  

 

 

   

 

 

 

Total current liabilities

     85,261        105,564   

Long-term debt, net of current portion

     455,747        430,451   

Senior notes

     187,809        188,109   

Other liabilities

     1,229        879   

Deferred income taxes

     72,496        43,002   
  

 

 

   

 

 

 

Total liabilities

     802,542        768,005   

Stockholders’ equity (deficit):

    

Common stock

     525        527   

Treasury stock

     (2,551     (2,729

Additional paid-in capital

     16,062        20,269   

Accumulated comprehensive loss

     (669     (950

Accumulated deficit

     (11,176     (171,288
  

 

 

   

 

 

 

Total stockholders’ equity (deficit) attributable to Alliance HealthCare Services, Inc.

     2,191        (154,171

Noncontrolling interest

     11,468        49,260   
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     13,659        (104,911
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 816,201      $ 663,094   
  

 

 

   

 

 

 

 

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ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

     Year Ended
December 31,
 
     2010     2011  

Operating activities:

    

Net loss

   $ (28,763   $ (155,104

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Provision for doubtful accounts

     1,343        6,046   

Share-based payment

     5,580        4,695   

Depreciation and amortization

     104,760        106,418   

Impairment of assets

     42,095        167,792   

Amortization of deferred financing costs

     2,744        3,947   

Accretion of discount on long term debt

     1,528        1,611   

Adjustment of derivatives to fair value

     186        (113

Distributions (less than) greater than undistributed earnings from investees

     1,223        (450

Deferred income taxes

     (20,765     (38,189

Excess tax benefit from share-based payment arrangements

     (32     —     

(Gain) loss on sale of assets

     (589     2,167   

Changes in operating assets and liabilities, net of acquisitions:

    

Accounts receivable

     (538     (8,489

Prepaid expenses

     (312     3,698   

Other receivables

     603        (703

Other assets

     228        988   

Accounts payable

     (4,419     2,800   

Accrued compensation and related expenses

     (315     645   

Accrued interest payable

     2,023        696   

Income taxes payable

     (326     (294

Other accrued liabilities

     (1,326     (4,634
  

 

 

   

 

 

 

Net cash provided by operating activities

     104,928        93,527   
  

 

 

   

 

 

 

Investing activities:

    

Equipment purchases

     (64,522     (49,609

(Increase) decrease in deposits on equipment

     (2,163     5,878   

Acquisitions, net of cash received

     (34,298     (47,725

Decrease in cash in escrow

     485        1,063   

Investment in unconsolidated joint venture

     (250     —     

Proceeds from sale of assets

     3,349        573   
  

 

 

   

 

 

 

Net cash used in investing activities

     (97,399     (89,820
  

 

 

   

 

 

 

 

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ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

(in thousands)

 

     Year Ended
December 31,
 
     2010     2011  

Financing activities:

    

Principal payments on equipment debt

     (6,904     (12,207

Proceeds from equipment debt

     358        1,885   

Principal payments on term loan facility

     (4,600     (31,450

Principal payments on revolving loan facility

     —          (25,000

Proceeds from revolving loan facility

       25,000   

Principal payments on senior subordinated notes

     (5,582     —     

Payments of debt issuance costs

     (484     (6,332

Payments of contingent consideration

     (355     (1,626

Noncontrolling interest in subsidiaries

     (4,575     (6,826

Proceeds from shared-based payment arrangements

     78        56   

Purchase of treasury stock

     (219     (179

Excess tax benefit from share-based payment arrangements

     32        —     
  

 

 

   

 

 

 

Net cash used in financing activities

     (22,251     (56,679
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (14,722     (52,972

Cash and cash equivalents, beginning of period

     111,884        97,162   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 97,162      $ 44,190   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Interest paid

   $ 43,401      $ 44,396   

Income taxes paid, net of refunds

     425        (2,708

Supplemental disclosure of non-cash investing and financing activities:

    

Net book value of assets exchanged

   $ 1,602      $ 315   

Capital lease obligations related to the purchase of equipment

     575        6,587   

Capital lease obligations transferred

     —          (2,631

Comprehensive gain (loss) from hedging transactions, net of taxes

     1,723        (281

Equipment debt assumed in connection with acquisitions

       25,973   

Equipment purchases in accounts payable

     229        2,977   

Contingent consideration for acquisitions

     3,489        —     

Noncontrolling interest assumed in connection with acquisitions

     5,036        39,610   

 

-9-


ALLIANCE HEALTHCARE SERVICES, INC.

ADJUSTED EBITDA

(in thousands)

Adjusted EBITDA, as defined by the Company’s management, represents net income (loss) before: interest expense, net of interest income; income taxes; depreciation expense; amortization expense; net income (loss) attributable to noncontrolling interests; non-cash share-based compensation; severance and related costs; restructuring charges; loss on extinguishment of debt; fees and expenses related to acquisitions, costs related to debt financing, non-cash impairment charges, and other non-cash charges included in other (income) expense, net, which includes non-cash losses on sales of equipment. The components used to reconcile net income (loss) to Adjusted EBITDA are consistent with our historical presentation of Adjusted EBITDA. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles in the United States, or “GAAP.”

Management uses Adjusted EBITDA, and believes it is a useful measure for investors, for a variety of reasons. Management regularly communicates its Adjusted EBITDA results and management’s interpretation of such results to its board of directors. Management also compares the Company’s Adjusted EBITDA performance against internal targets as a key factor in determining cash incentive compensation for executives and other employees, largely because management feels that this measure is indicative of how our diagnostic imaging and radiation oncology businesses are performing and are being managed. The diagnostic imaging and radiation oncology industry continues to experience significant consolidation. These activities have led to significant charges to earnings, such as those resulting from acquisition costs, and to significant variations among companies with respect to capital structures and cost of capital (which affect interest expense) and differences in taxation and book depreciation of facilities and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. In addition, management believes that because of the variety of equity awards used by companies, the varying methodologies for determining non-cash share-based compensation expense among companies and from period to period, and the subjective assumptions involved in that determination, excluding non-cash share-based compensation from Adjusted EBITDA enhances company-to-company comparisons over multiple fiscal periods and enhances the Company’s ability to analyze the performance of its diagnostic imaging and radiation oncology businesses.

Adjusted EBITDA may not be directly comparable to similarly titled measures reported by other companies. In addition, Adjusted EBITDA has other limitations as an analytical financial measure. These limitations include the fact that Adjusted EBITDA is calculated before recurring cash charges including interest expense, income taxes and severance costs, and is not adjusted for capital expenditures, the replacement cost of assets or other recurring cash requirements of the Company’s business. Adjusted EBITDA also does not reflect any cost for equity awards to employees and does not exclude income attributable to noncontrolling interests. In the future, the Company expects that it may incur expenses similar to the excluded items discussed above. Accordingly, the exclusion of these and other similar items in the Company’s non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual. Management compensates for the limitations of using Adjusted EBITDA as an analytical measure by relying on the Company’s GAAP results to evaluate its operating performance and by considering independently the economic effects of the items that are or are not reflected in Adjusted EBITDA. Management also compensates for these limitations by providing GAAP-based disclosures concerning the excluded items in the Company’s financial disclosures. As a result of these limitations, however, Adjusted EBITDA should not be considered as an alternative to net income (loss), as calculated in accordance with GAAP, or as an alternative to any other GAAP measure of operating performance. Adjusted EBITDA, as defined by the Company’s management, is calculated differently from Consolidated Adjusted EBITDA, as defined in the Company’s credit agreement and reported in the Company’s SEC filings.

 

-10-


The calculation of Adjusted EBITDA is shown below:

 

    Fourth Quarter Ended December 31,     Year Ended December 31,  
    2010     2011     2010     2011  

Net loss attributable to

       

Alliance HealthCare Services, Inc.

  $ (29,590   $ (16,399   $ (32,653   $ (160,112

Income tax benefit

    (19,314     (8,101     (20,799     (38,242

Interest expense and other, net

    12,451        13,618        51,203        49,789   

Amortization expense

    3,238        4,179        12,439        16,444   

Depreciation expense

    22,541        22,015        92,321        89,974   

Share-based payment (included in selling, general and administrative expenses)

    1,357        962        5,516        4,619   

Severance and related costs

    156        —          1,002        750   

Noncontrolling interest in subsidiaries

    1,036        2,292        3,890        5,008   

Restructuring charges

    —          3,540        —          7,137   

Transaction costs

    896        (209     2,439        3,328   

Impairment charges

    42,095        12,089        42,095        167,792   

Other non-cash charges (included in other (income)and expenses, net)

    92        1,435        603        2,796   
 

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $ 34,958      $ 35,421      $ 158,056      $ 149,283   
 

 

 

   

 

 

   

 

 

   

 

 

 

The total leverage ratio calculation for the 12 months ended December 31, 2011 is shown below:

 

     Consolidated     Less:
Noncontrolling
interest in
Subsidiaries
    Credit
Agreement
 

Total debt

   $ 643,483      $ —        $ 643,483   

Less: Cash and cash equivalents

     (44,190     —          (44,190
  

 

 

   

 

 

   

 

 

 

Net debt

     599,293        —          599,293   

Last 12 months Adjusted EBITDA

     149,283        (5,008     144,275   

Pro forma acquisitions in last 12 month period (1)

     199        —          199   
  

 

 

   

 

 

   

 

 

 

Last 12 months Adjusted EBITDA, as adjusted

     149,482        (5,088     144,474   

Total leverage ratio

     4.30x          4.45x   

Net leverage ratio

     4.01x          4.15x   

 

(1) Gives pro-forma effect to acquisitions occurring during the last twelve months pursuant to the terms of the Credit Agreement.

 

 

-11-


The reconciliation from net loss to Adjusted EBITDA for the 2012 guidance range is shown below (in millions):

 

     2012 Full Year
Guidance Range
 

Net loss

   ($ 24   ($ 14

Income tax benefit

     (18     (10

Depreciation expense; amortization expense; interest expense and other, net; noncontrolling interest in subsidiaries; share-based payment and other expenses

     182        184   
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 140      $ 160   
  

 

 

   

 

 

 

 

-12-


ALLIANCE HEALTHCARE SERVICES, INC.

SELECTED STATISTICAL INFORMATION

 

     Fourth Quarter Ended
December 31,
 
     2010      2011  

MRI

     

Average number of total systems

     287.8         282.5   

Average number of scan-based systems

     240.6         236.2   

Scans per system per day (scan-based systems)

     8.15         8.16   

Total number of scan-based MRI scans

     124,906         123,497   

Price per scan

   $ 385.08       $ 359.40   

Scan-based MRI revenue (in millions)

   $ 48.1       $ 44.4   

Non-scan based MRI revenue (in millions)

     5.3         5.2   

Total MRI revenue (in millions)

   $ 53.4       $ 49.6   
  

 

 

    

 

 

 

PET and PET/CT

     

Average number of systems

     117.7         120.2   

Scans per system per day

     5.52         5.42   

Total number of PET and PET/CT scans

     41,977         40,218   

Price per scan

   $ 1,026       $ 998   

Total PET and PET/CT revenue (in millions)

   $ 43.6       $ 40.6   
  

 

 

    

 

 

 

Radiation oncology

     

Linear accelerator treatments

     20,742         22,820   

Cyberknife patients

     148         604   

Total radiation oncology revenue (in millions)

   $ 11.6       $ 20.4   
  

 

 

    

 

 

 

Revenue breakdown (in millions)

     

Total MRI revenue

   $ 53.4       $ 49.6   

PET and PET/CT revenue

     43.6         40.6   

Radiation oncology revenue

     11.6         20.4   

Other modalities and other revenue

     9.1         10.1   

Total revenues

   $ 117.7       $ 120.7   
  

 

 

    

 

 

 
     2010      2011  

Total fixed-site revenue (in millions)

     

First quarter ended March 31

   $ 27.5       $ 30.7   

Second quarter ended June 30

     29.1         31.2   

Third quarter ended September 30

     30.3         31.1   

Fourth quarter ended December 31

     30.2         30.4   

Year ended December 31

   $ 117.1       $ 123.4   

 

-13-


ALLIANCE HEALTHCARE SERVICES, INC.

SELECTED STATISTICAL INFORMATION

IMAGING DIVISION REVENUE GAP

(in millions)

The Company utilizes the imaging division revenue gap as a statistical measure of its client losses and new client contracts. The imaging division revenue gap is calculated by measuring the difference between (a) the imaging division annualized revenue run rate lost as a result of clients choosing to terminate or not renew contracts with the Company, excluding clients for which Alliance provides professional radiology services, interim services and clients that the Company elects to terminate, and (b) projected new imaging division annualized revenue from new client contracts, excluding professional radiology services and interim services, commencing service in the quarter.

The annualized revenue run rate lost from customers choosing to terminate service may not be representative of the revenues such customers would have generated had they remained our customers.

The projected annualized revenue from new client contracts is calculated using contractual pricing where agreed upon, and assumptions with respect to pricing and reimbursement levels for all other new customer relationships. The projected annualized revenue from new client contracts is also calculated using assumptions with respect to customer ramp-up and scan volumes. Our assumptions are based on our experience in the industry and our expectations with respect to pricing and volume trends, and may not reflect actual revenue from new clients for a number of reasons, including greater than expected macroeconomic challenges impacting the imaging business, the variance in ramp-up time of customers adding new service lines, unexpected changes in business conditions and greater than expected competition for imaging services. See “Forward-Looking Statements” for a discussion of the other risks and uncertainties that may cause actual future results or outcomes to differ materially from those expressed above.

The imaging division revenue gap for the last four calendar quarters and the last twelve-month period ended December 31, 2011 is as follows:

 

     (a)
Revenue
Lost
    (b)
New
Revenue
     Imaging Division
Revenue Gap
 

2011

       

First Quarter

   $ (5.1   $ 12.9       $ 7.8   

Second Quarter

     (13.3     3.8         (9.5

Third Quarter

     (8.3     2.3         (6.0

Fourth Quarter

     (10.5     4.7         (5.8

Last Twelve Months Ended December 31, 2011

   ($ 37.2   $ 23.7       ($ 13.5

 

-14-