Every once in a while we happen upon a small-cap company that holds a market valuation that confuses us. Medical Imaging Corp., which trades under the symbol MEDD on the over-the-counter market, is one such company.
The Company is involved in the medical imaging diagnostic center business in the United States and is working toward consolidating what is still a fragmented business with only a few companies holding any significant degrees of market share. The business of owning and managing diagnostic centers has been difficult over the past ten years as medical reimbursements have shrunk, regulation and paperwork have increased and as uncertainties relative to the future of Obama Care and possible alternatives persist.
Through this tumultuous period the management team of Medical Imaging Corp. has been able to grow its business rather substantially. During 2009, the Company produced approximately $1.7 million in revenue. This has grown each year, reaching $7.1 million as of 2015. The Company went EBITDA positive in 2010 and has maintained since that time.
Management has been exceptionally thrifty in handing out common shares. On April 15, 2010, there were 18 million shares outstanding, which rose to 23 million shares outstanding as of May 2013. As of the most recent report with the SEC, which occurred on August 15 , 2016, there were only 25.6 million shares outstanding. This means revenues are up by more than 136% while the Company has issued only 7.6 million common shares. With the shares trading at approximately $0.06, all of the common shares are only worth $1.5 million. There are certainly some convertible and promissory notes outstanding on the balance sheet, but the terms of these seem to be reasonable and not particularly damaging to the common shareholder. It is also rather interesting that the CEO and CFO’s major component of compensation is in warrants, which have a strike price of $0.15.
Certainly these shares should be considered by risk adverse, small-cap investors looking for undiscovered stories within the small-cap space.
Perhaps investors are frightened by the difficulties the diagnostic imaging center businesses have had over the past ten years. In our opinion, however, the many upheavals in this industry have created some very strong rollup possibilities for companies such as Medical Imaging Corp.
Should the Company continued to exhibit relative strength of its balance sheet, accounts receivables that reverse the March quarter’s upward trend and/or continued revenue growth at decent margins, we would certainly consider being buyers of these common shares.
In our opinion, this Company deserves consideration by investors.
|MEDICAL IMAGING CORP. (OTC:MEDD)
Introduction to Medical Imaging Corp.
Medical imaging Corp., which is headquartered in Las Vegas, Nevada, is a company involved in the acquisition and operation of full-service imaging clinics in the United States. The Company also provides remote reading of medical diagnostic imaging scans for both its own and third party operated centers and medical facilities, via teleradiology.
Medical Imaging Corp. trades on the over-the-counter market under the symbol MEDD. While not currently listed on the more prestigious OTC Markets operated OTCQB, it certainly appears the Company meets eligibility requirements. We think the better trading venue would be a positive for the Company and its common shares.
The Company is fully of reporting with the Securities & Exchange Commission with the most recently completed quarter, June 2016, having been filed with the Commission on August 15, 2016. Investors in small companies should take note that it is becoming increasingly difficult for companies to maintain full reporting compliance with the SEC. Companies that are able to do so should be commended for the time, effort, and expense that are involved with this process.
While recent financial results are covered in greater detail later in this report, we outline here the financials are in quite good shape, with the recently reported total assets of approximately $5.6 million, current liabilities of $4.8 million, $1.9 million of revenue during the June 2016 quarter, and positive gross and operating margins.
There is also strong growth occurring at the Company. For example, during full year 2014, the Company produced $5.4 million of revenue, which grew to $7.1 million during full year 2015. This equals a healthy 31% growth rate. The March 2016 quarter produced approximately $1.9 million compared to approximately $1.6 million and $1.79 million during the two previous quarters, respectively – again; nice growth.
Every once in a while we run into a company that we believe is simply undiscovered by investors and is thus likely significantly undervalued.
We believe Medical Imaging Corp. is one such company.
Medical Imaging Corp. is in the business of acquiring, owning, and operating medical diagnostic imaging centers. Additionally, the Company has on (FYI our radiologists are considered consultants/independent contractors) with radiologists who provide remote reading of medical diagnostic scans within the Canadian market place.
The Company is organized into five separate subsidiaries, which are described below. The primary component of the business strategy for Medical Imaging Corp. is the acquisition of medical imaging centers that are currently profitable or can be made profitable over the short run. The management team then focuses on maximizing revenue opportunities for these acquired centers and on improving overall efficiency in order to maximize profits.
Subsidiaries of Medical Imaging Corp.
§ CTS is the subsidiary of the Company that provides remote reading and reporting of various medical imaging scans for remotely located hostpitals in Canada.
§ The SMI subsidiary operates a medical imaging facility in Schuylkill County, which is in Eastern Pennsylvania.
§ Florida Subsidiaries – The Company also owns imaging diagnostic centers in Florida in the cities of Venice, Port Charlotte, and Naples.
Background on Medical Imaging
For centuries, physicians have relied on guesswork to diagnose diseases and conditions in humans. Of course, the human body is a closed system and it is impossible to merely look at what is actually happening within the body. This was a significant limiting factor to the treatment of conditions and diseases for a very long time.
In the late 19th century, the first practical application of x-rays for medical diagnosis began to emerge with crude use of contrast agents to visualize organs and blood vessels being introduced to the medical community just before the 1920s. The 1950s was a period of rapid developments in nuclear medicine and many of the scientific discoveries of the space race during the 1960s laid the groundwork for many of today’s modern day diagnostic imaging systems.
During the early 1970s several scientific discoveries led to the use of the first Magnetic Resonance Imaging (MRI) techniques to obtain images of tissues. Throughout the 1970s they were rapid advancements in MRI-related technologies, leading to the first commercial units becoming available during the early 1980s. MRIs have since have become vital tools for diagnosing everything from brain tumors to other diseases of the central nervous system and for detecting soft tissue injuries in muscles and ligaments. Not only are MRIs extremely useful for diagnosis, but also are also generally believed to be harmless.
Another major diagnostic tool employed by physicians to diagnose conditions and diseases is the CAT scan, often referred to simply as a CT scan. CT scans differ from MRIs in the use of x-rays to obtain images. A CT scan is simply the output of a computerized system that takes data from a stream of x-rays converting the individual images into a format that can be viewed on a computer monitor.
While MRI and CT machines look similar to nonmedical professionals, the machines are vastly different. Generally speaking, a CT scanner is superior for viewing different levels of density in tissues inside a solid organ, whereas MRI scans produce more detailed pictures of organs, soft tissues, bone and other internal body structures, and in particular excel in determining differences between normal and abnormal tissues.
There has been wide acceptance of both technologies throughout most of the Western world. In particular, physicians in both the United States and Japan have readily grasped MRI technologies with massive procurement of machines occurring over the past 15 years. For example, as of the end of 2013, there were approximately 11,500 MRI machines in use throughout the United States, giving the country the second highest MRI machine rate per one million inhabitants, second only to Japan, which has massively embraced MRI diagnostics
The market for MRI equipment continues to grow and is estimated to reach over $7.2 billion by 2021, which will equal approximately a 5% annual growth rate. While of course, Medical Imaging Corp. is in the business of providing the scans based on these technologies, is still useful to understand that the MRI business is still dynamic and growing, although the growth rates in the markets for both the equipment and the scan have slowed considerably over the past ten years.
The Medical Diagnostic Imaging Center
While many hospitals have their own imaging facilities and/or equipment, for the past 15 years it has been increasingly popular for those who need medical imaging to receive such services through imaging centers that are located independently of hospital facilities. There are several reasons for the popularity of medical imaging to take place outside of the typical hospital setting.
The first major reason is simply convenience as patients typically find it much easier to have tests or diagnostic imaging performed at smaller, more accessible sites, rather than in a big hospital setting. Healthcare consumers are increasingly demanding better patient care facilities, convenience, and time of day options, which hospitals have found difficult to meet.
An addition reason is simply related to cost and economics. Business people and radiologists correctly believed they could set up independent imaging centers that not only provided increased convenience for patients, but were also more efficient than the imaging facilities owned by or operated hospitals. For many years this was certainly the case with imaging centers sprouting up in many cases directly across the street from hospitals. For many years these imaging centers were able to take significant market share from the hospitals. Another benefit is that imaging centers are generally a lot less expensive to the insurance provider and for patients in regards to copays or self-pay rates.
During the period between 1990 and 2005 there was rapid growth in the number of medical diagnostic centers being opened throughout the United States.
During this period there was clearly an exploding level of demand for imaging diagnostics, particularly MRIs and CT scans. By the early 1990s it had become abundantly clear that the use of advanced imaging was increasing life expectancies, reducing mortality, and a decreasing the need for exploratory surgeries. Physicians, who are always concerned about legal liability, also increased the use of MRI and CT scans even when perhaps not clinically warranted in their attempt to limit medical malpractice lawsuits. The philosophy among many physicians became – the more testing the better – and to some extent this is still true today.
There were also certain economic factors associated with the increased use of medical imaging. Many analysts who follow this sector of the medical industry point to data that indicates increased use of medical imaging in a variety of otherwise identical clinical settings by ordering physicians owning their own equipment versus those who do not. Additionally, investors who were closely monitoring the rapid growth in the use of MRIs and CT Scans were able to accumulate vast sums of investor monies in order to establish independent imaging centers. Thus, a booming medical diagnostic center business environment flourished.
Beginning in approximately 1999, but especially accelerating in 2005 with the adoption of the Deficit Reduction Act, there have been many regulatory changes that have drastically increase the cost of delivering imaging services. These regulatory changes ushered in a period of reduced reimbursements, increases in paperwork and regulatory oversight that have had a profound effect on the business of operating imaging centers.
Business Gets Tough in the Imaging Business – Adapt, Consolidate or Die
While things were already difficult in the medical imaging business, things got a lot tougher beginning in approximately late 2006 when there were a series of significant cuts to Medicare-related payments. In addition, both Medicare and private insurance companies significantly tightened the procedures relating to preauthorization for advanced diagnostic procedures such as MRIs and CT scans.
Whereas the business of medical imaging centers was highly lucrative in the late 1990s and into the early 2000s, the business model change rapidly due to events outlined above. The glory days of rapid growth and high profits quickly evaporated leading to significant upheaval within this market sector.
In order to compensate for these change in the market environment, owners and operators of imaging centers sought to dramatically reduce costs and to increase overall efficiencies. While many of the more efficient operations have been able to maintain profitability, many of the less efficient operations were either driven out of business or forced to consolidate under the umbrella of larger and more efficient operators.
This industry consolidation outline in Exhibit Three has accelerated over the past three years with many of the larger operators consolidating large segments of the business. Even with this consolidation, however, the business of medical imaging centers remains quite fragmented.
Consulting firm IBISWORLD estimates that even with the significant amount of consolidation recently occurring, the three largest companies in the industry generate less than 10% of the more than $19 billion generated each year from the medical diagnostic center industry.
Radiology Business magazine estimates that while industry consolidation has continued, as of the end of 2013 there were still approximately 2,400 independent diagnostic testing facilities in the United States.
Many within this industry expect continued consolidation. These industry watchers hold the opinion that many of the independent centers that were not able to cut costs have already gone out of business and those that have been able to survive have likely cut costs as far as is possible. It is further believed that continuing to operate independently will become increasingly difficult as the squeeze on reimbursements accelerates and as the industry consolidates in order to gain efficiencies. Those imaging centers that remain independent could possibly see further business construction simply because the rest of the industry is gaining in efficiencies through consolidations.
Therefore, it is widely believed that the trend toward imaging center consolidation will continue for the foreseeable future. We, and many industry experts believe, this creates strong opportunities for efficient operations that are able to gather the necessary financing and management personnel to act as of the less efficient consolidators unaffiliated operations within the marketplace.
The Medical imaging Corp. Business Model
When a physician determines that a patient needs a medical diagnostic scan or test, the physician will write a prescription for the required procedure. Sometimes, the physician will recommend a particular imaging center, but is increasingly the situation is that the patient simply selects the location or practice that best meets his or her needs. At the diagnostic imaging center, personnel conduct the test, procedure or scan forwarding the images to a radiologist, who is usually employee or associated with the center.
Medical Imaging Corp. operates similar centers in Pennsylvania and Florida and is actively working to identify additional centers that can be consolidated into its operation. As is the industry norm, Medical Imaging Corp., not only performs the necessary imaging procedure, but also has its own in-house or associated radiologists who interpret the results forwarding the information to the patient’s physician.
The Company currently has four centers operational that provide a variety of diagnostic services including MRIs, CT scans, ultrasound, x-rays and PET scans. While each of the centers is operated as a wholly owned subsidiary and operates separately from the others, the management of the parent organization sets the overall business strategy.
In addition to imaging centers where patients have test performed, the Company also operates a separate subsidiary, which it refers to as CTS, which provides a teleradiology function. Teleradiology refers to the practice of interpreting the results of medical tests from a remote location. For example, a clinic or hospital in a rural setting may have in imaging machine, but not a radiologist available to interpret the results. In such cases, the diagnostic center transmits the images via a data line to a centralized facility where a radiologist interprets the results. MEDD performs this function through the use of a network of 25 board-certified radiologists that are available on a 24-hour per day, 365 day-per-year basis to hospitals under contract, all of which are located in Ontario, Canada. While the current teleradiology function is limited to Canada, it is possible that expansion may be seen over the coming years.
The Growth Model
The Company seeks revenue growth via both acquisitions and organic growth of current operations.
The Company’s acquisition strategy focuses on acquiring medical diagnostic facilities that have demonstrated top line revenue growth, bottom line profitability and strong growth prospects.
It is important to point out here that both aspects – acquisition and organic growth – are both important components to the strategy. Since 2009, the Company has acquired five operating businesses.
Many medical diagnostic facilities are acquisition candidates due to the many industry changes that we outlined above. Simply acquiring these operations does not change the overall industry dynamic in which the centers operate. Upon acquisition, the new owners need to make the necessary changes within the businesses in order to continue to grow revenues and/or to further reduce costs. The management team of the Company has integrated this approach into its overall business strategy.
While the inclusion of the acquired companies revenues will obviously boost revenue growth for the Company, management is also focused on improving the organic growth of the acquired entity. With the many changes in the imaging center business model that we discussed above competition is as sharp as ever in both physicians and consumers understand that they have a choice in selecting where there diagnostic procedures will be performed.
Is clear at the management of the Company understands this “Yelpification” of the medical imaging diagnostic business and is working toward further improving the patient experience in order to increase the amount of business for each of the centers. As business and revenues increase, each center will then be able to expand the number of diagnostic tests that the centers perform, Further boosting organic revenue growth.
Management’s Strategy is Clearly Working
Management’s strategy over the past seven years has been a success with revenues growing from approximately $1.7 million in 2009 to approximately $7.1 million during 2015. Management indicates that growth in revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) will likely continue during 2016 reaching $7.7 million and $615,000, respectively. Please see Exhibit Four, which outlines this growth.
It is also worth pointing out most of the acquisitions that have been completed to date have been on a cash basis. This has been positive for the holders of common shares as significant dilution has been avoided.
We can certainly understand why management has shied away from making acquisitions using its common stock as the shares, in our opinion, are significantly undervalued – acquisitions using common stock will simply result in an unacceptable level of shareholder dilution. We would suspect the situation could change as the Company continues its strong financial performance, which hopefully results in investors purchasing the common stock yielding a stock price more reflective of the current operational situation and the pending growth prospects.
The current low stock price is likely preventing a number of acquisitions that management could likely complete. We hope this changes in the future, as we believe there are multiple medical imaging properties available in the marketplace that could be acquired for the Company’s common stock.
It is also worth noting here the growth the Company has experienced, and the expected growth that will result from acquisitions, will boost cash flow allowing management in the future to use its growing operating cash flow for acquisition related purposes. This is an additional exciting aspect to this undervalued story, in our opinion.
Exhibit – Strong and Impressive Revenue Growth 2009 – 2015
Source: Medical Imaging Corp.
(Not sure if you want to say that 2015 EBTIDA had a lot of one time charges that affected it; hence the reduction from 2014?)
Major Risks to the Business Plan
As the outline above, the business of operating medical imaging centers has changed considerably and further changes are expected as the medical reimbursement model continues to evolve and as the imaging centers continue to consolidate. Clearly, this market will not be static and there are many factors of risk to consider. Here are the items we will be closely watching going forward:
§ Growth Will Depend on Financing Capabilities – The availability of financing will be a determining factor on how quickly the Company will be able to acquire additional imaging centers. Over the past few years it has become increasingly difficult for small companies to finance operations and this could limit future growth. However, management has demonstrated sound operating capabilities over the past few years, which will likely allow them to attract the necessary capital.
§ Continuing Reimbursement Model Changes – While there have been considerable changes on both the federal and state levels, virtually no one in this industry believes the reimbursement model will not continue to evolve. Some changes could adversely impact the profitability of the companies business operations. This is a significant risk for these types of companies and something to watch closely.
§ Power of Managed Care Organizations – Managed Care Organizations, such as HMOs and PPOs, are increasingly powerful within the overall healthcare sector. These large market players may limit healthcare providers from using the services of the Company, which could result in decreased market share. The managed-care model within the United States continues to evolve and it is uncertain the impact these changes will have on the operators of smaller medical image diagnostic centers.
Recent financial performance has been strong, especially relative to the very low valuation the market is currently placing on the company’s common shares.
For the quarter ending June 30, 2016, the Company reported a strong $1.910 million in revenue, positive gross margins of $979,000 and an operating profit. The June quarter represented the third quarter in a row of improved performance, in our opinion.
These results compared favorably to the March quarter. For example, for the quarter ending March 31, 2016, the Company produced $1.9 million of revenue and just under $1 million in gross margin. With operating expenses of about $960,000, the Company was able to report positive income from operations of approximately $8,000. With a small foreign-currency loss and interest expense, combined with an accounting charge of approximately $161,000, the net loss for the quarter was approximately $291,000.
The comparison of the March quarter over the December quarter was again rather positive and while actual revenues for the December quarter are hidden in the full-year numbers, we calculate the Company produced approximately $1.6 million during the quarter ended December 31, 2015, which outlines strong sequential growth. On a year-over-year basis, the March quarter was also strong at 1.92 million versus 1.8 million for the year ago quarter.
Operating cash flow for the March 2016 quarter was negative $105,000, but with proceeds from the sale of promissory notes and some additional financing activity, the cash balance at the end of the March increase by approximately $40,000. Operating cash flow for the March seems to have been an anomaly Medical Imaging Corp. had been tracking at positive operating cash flow, producing just over $400,000 in operating cash flow for the full year ending December 31, 2015. Please see Exhibit Five for the March 2016 income statement
We like the balance sheet of this Company relative to its growth prospects. The June 30, 2016 balance sheet shows total assets of approximately $5.6 million, current liabilities of approximately $4.8 million and total liabilities of approximately $7.6 million. However, much of these liabilities relate to capital leases on equipment or are long-term in the form of royalty financing or convertible notes that will be converted to common equity in the future.
As investors we would be closely watching accounts receivables, which seem to have moved higher recently, but we do not believe our grotesquely out of line for this type of business.
The capital structure of this Company is noteworthy and impressive, in our opinion.
It is clear management has made a concerted effort to limit issuances of common shares. It is also clear they been highly successful in such efforts. For example, as of May 2013, there were approximately 23 million shares outstanding. As of the most recent SEC filing, which occurred on August 8, 2016, there were only 25.6 million shares. This is an increase of only 2.6 million shares during a time when revenues grew from $5 million to just over $7.1 million – And there was not an increase during the most recent quarter, June 2016.
Further evidence of management’s stinginess with issuing common shares reflects all the way back to 2010 when on April 15th, there were only 18 million shares outstanding. This means revenues have more than doubled while the share count has only risen by 5 million shares. Investors in small public growth companies should take notice of these figures – such situations are relatively rare in the world of small, growth public companies.
Management has raised cash not by issuing common shares, but mainly in the form of promissory notes. As of March 31, 2016, there are was approximately $693,000 of promissory notes and approximately $2.4 million of convertible notes, in addition to approximately $1.9 million of royalty financings.
The royalty financing calls for a monthly payment based on revenues and is subject to certain minimum payments levels that appear to us to be relatively easy for the MEDD to meet. For the full year ending December 2015, the Company paid approximately $500,000 in such payments and paid an additional $75,000 during the March 2016 quarter.
Two the promissory notes were made on what appears to be common shareholder friendly terms calling for weekly or daily payments of both principal and interest with the largest component of the promissory notes planned for final payment during February of 2017. There does not appear to be any toxic provisions in these notes that would cause us concern.
The Series B convertible notes currently have a balance of just over $2 million with most of the notes maturing during July of 2017 with likely conversion to common shares at approximately $0.07. The Series C convertible notes have a balance of $234,000 and a convertible at $.15 per share.
Management and Beneficial Ownership
As of the end of December year, management, the directors and beneficial owners owned, or have the right to own (warrants) approximately 26,000,000 shares providing them with significant incentives to minimize dilution. CEO Geisler and CFO Jagodnik options have an exercise price of $0.15 expiring at the end of 2019. With the shares trading in the $0.06 range it certainly seems both Geisler and Jagodnik have huge incentives to make the stock prices work for those buying in at current levels.
Mr. Mitchell Geisler has served as our Chief Executive Officer, President, and Chairman of the Board since January 2010. Prior to that, since early 2009, Mr. Geisler had been working as a consultant to the Company. Mr. Geisler has over 20 years’ experience in business, ranging from business start-ups, operations, expansion, branding and client customer relations, in a variety of industries including medical, hospitality and mining. Mr. Geisler has 12 years of experience in operating public companies which have traded on the over the counter bulletin board and OTC Markets.
Mr. Richard Jagodnik has served as our Chief Financial Officer since January 2010 and as a director since July 2005. Prior to that, Mr. Jagodnik served as our Chief Executive Officer, President and Chairman of the Board from July 2005 until January 2010. From 1997 through 2007, Mr. Jagodnik was the Vice President of Finance for Interesting Displays & Ideas, a Montreal based manufacturing organization. From 1990 through 1997, Mr. Jagodnik worked in public practice with Friedman and Friedman, Chartered Accountants. Mr. Jagodnik is a Chartered Accountant in Canada.
Ms. Hagit Berkovich has served as the controller and PACS administrator for MEDD since May of 2009. Ms. Berkovich oversees the daily accounting, AP and AR for both CTS and MEDD and prepares the financial statements for the auditors for all SEC reporting. In addition, Ms. Berkovich is well versed in the CTS PACS system, helping to monitor it on a daily basis while working closely with current CTS radiologist and hospitals. Ms. Berkovich is a graduate of York University with a Bachelor of Administrative Studies with a major in Accounting.
Chief Medical Officer – The Company plans on hiring a Chief Medical Officer (“CMO”). The CMO will be a board position and this person will help to advise the Company on all medically related facets of the business including understanding government regulations in different States and Provinces. The CMO will also have an understanding of the US Insurance system. The Company has already identified potential candidates for the CMO position.
We do not own these shares and have no plans to acquire, purchase, sell, trade or transfer these shares in any manner.
We have no association with anyone, or any group, with any plan to acquire, purchase, sell, trade or transfer these shares.
Any opinions we may offer about the Company are solely our own, and are made in reliance upon our rights under the First Amendment to the U.S. Constitution, and are provided solely for the general opinionated discussion of our readers. Our opinions should not be considered to be complete, precise, accurate, or current investment advice. Such information and the opinions expressed are subject to change without notice. Separate from the factual content of our articles about the Company, we may from time to time include our own opinions about the Company, its business, markets and opportunities.
The information used and statements of fact made have been obtained from sources considered reliable but we neither guarantee nor represent the completeness or accuracy. We did not make an independent investigation or inquiry as to the accuracy of any information published by the Company, or other firms. The author relied solely upon information published by the Company through its filings, press releases, presentations, and through its own internal due diligence for accuracy and completeness. Statements herein may contain forward-looking statements and are subject to significant risks and uncertainties affecting results.
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