<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 18, 1997
-------------------------------
Insight Health Services Corp.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER )
Delaware 0-28622 33-0702770
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S EMPLOYER
OF INCORPORATION) FILE NUMBER) DENTIFICATION NO.)
4400 MacArthur Boulevard, Suite 800, Newport Beach, CA 92660
--------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 476-0733
-------------------------------------------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of Mobile Imaging Consortium required by this item
are attached.
(b) PRO FORMA FINANCIAL INFORMATION.
The Unaudited Pro Forma Condensed Financial Statements are presented
which reflect the acquisition of certain assets of Mobile Imaging Consortium,
Limited Partnership, and Mobile Imaging Consortium - New Hampshire
(collectively "MIC") by InSight Health Services Corp. ("Registrant") through
its wholly owned subsidiary, InSight Health Corp. ("InSight"). The
Unaudited Pro Forma Condensed Financial Statements are provided for
informational purposes only and are not necessarily indicative of the results
that actually would have occurred had the acquisition been in effect for the
period presented.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet is based on
the historical balance sheet as of March 31, 1997 and is presented as if the
acquisition had been consummated at that date. The Unaudited Pro Forma
Condensed Consolidated Statement of Income is based on the historical statements
of operations of each of InSight and MIC for the nine months ended March 31,
1997, and reflects certain adjustments to give effect to the acquisition as if
it had occurred on July 1, 1996.
Pro forma adjustments are based on the purchase method of accounting and a
preliminary allocation of the purchase price. However, changes to the
adjustments included in the Unaudited Pro Forma Combined Financial Statements
are expected as evaluations of assets and liabilities are completed and
additional information becomes available. Accordingly, the final allocated
values will differ from the amounts used to calculate the adjustments in the
Unaudited Pro Forma Condensed Consolidated Financial Statements.
(c) EXHIBITS
99.1(a) Independent Auditors' Report
99.1(b) Audited Combined Financial Statements for the years
ended December 31, 1996, 1995 and 1994
2
<PAGE>
(b) (i)
INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
As reported Pro Forma Pro Forma
March 31, 1997 Adjustments March 31, 1997
-------------- ----------- --------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,504 $ - $ 6,504
Trade accounts receivable 13,841 250 (A) 14,091
Other current assets 2,914 - 2,914
--------- -------- ---------
Total current assets 23,259 250 23,509
PROPERTY AND EQUIPMENT 30,309 3,070 (B) 33,379
OTHER ASSETS 18,975 5,391 (C) 24,366
--------- -------- ---------
$ 72,543 $ 8,711 $ 81,254
--------- -------- ---------
--------- -------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $ 13,154 - $ 13,154
Current portion of equipment and other notes 11,716 2,048 13,764
Current portion of deferred gain on debt restructure 821 - (D,E) 821
--------- -------- ---------
Total current liabilities 25,691 2,048 27,739
--------- -------- ---------
LONG-TERM LIABILITIES:
Equipment and other notes, less current portion 37,103 6,663 (D,E) 43,766
Deferred gain on debt restructure, less current portion 902 - 902
Other long-term liabilities 766 - 766
--------- -------- ---------
Total long-term liabilities 38,771 6,663 45,434
--------- -------- ---------
MINORITY INTEREST 1,929 - 1,929
--------- -------- ---------
STOCKHOLDERS' EQUITY:
Convertible Series A preferred stock 6,750 - 6,750
Common stock 3 - 3
Additional paid-in capital 23,100 - 23,100
Accumulated deficit (23,701) - (23,701)
--------- -------- ---------
Total stockholders' equity 6,152 - 6,152
--------- -------- ---------
$ 72,543 $ 8,711 $ 81,254
--------- -------- ---------
--------- -------- ---------
</TABLE>
SEE NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
(b)(ii)
INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
InSight Health InSight Health
Services Corp. Services Corp.
and Subsidiaries and Subsidiaries
as reported MIC Combined Pro Forma
for the nine for the nine for the nine
months ended months ended Pro Forma months ended
March 31, 1997 March 31, 1997 Adjustments March 31, 1997
----------------- -------------- ----------- ----------------
<S> <C> <C> <C> <C>
REVENUES:
Contract services $ 35,186 $ 4,090 $ - $ 39,276
Patient services 31,153 1,342 - 32,495
Other 1,790 - - 1,790
--------- -------- -------- ---------
Total revenues 68,129 5,432 - 73,561
--------- -------- -------- ---------
COSTS OF OPERATIONS:
Cost of services 37,386 2,730 - 40,116
Provision for doubtful accounts 1,116 109 - 1,225
Equipment leases 13,822 - - 13,822
Depreciation and amortization 7,203 924 202 (A) 8,329
--------- -------- -------- ---------
Total costs of operations 59,527 3,763 202 63,492
--------- -------- -------- ---------
GROSS PROFIT 8,602 1,669 (202) 10,069
CORPORATE OPERATING EXPENSES 5,343 - - 5,343
--------- -------- -------- ---------
INCOME FROM COMPANY OPERATIONS 3,259 1,669 (202) 4,726
EQUITY IN EARNING OF UNCONSOLIDATED 364 - - 364
--------- -------- -------- ---------
PARTNERSHIPS
OPERATING INCOME (LOSS) 3,623 1,669 (202) 5,090
INTEREST EXPENSE, Net 2,741 128 518 (B) 3,387
--------- -------- -------- ---------
INCOME BEFORE TAXES 882 1,541 (720) 1,703
INCOME TAX EXPENSE 134 29 158 (C) 321
--------- -------- -------- ---------
NET INCOME $ 748 $ 1,512 $ (878) $ 1,382
--------- -------- -------- ---------
--------- -------- -------- ---------
INCOME PER COMMON SHARE:
Net Income $ 0.14 $ 0.25
--------- ---------
--------- ---------
Weighted average number of common
shares outstanding 5,444,308 5,444,308
--------- ---------
--------- ---------
</TABLE>
SEE NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
(b)(iii) INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO UNAUDITED PRO
FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
NOTE 1: UNAUDITED PRO FORMA BALANCE SHEET ADJUSTMENTS
The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the
Registrant as of March 31, 1997, gives affect to the following pro forma
adjustments:
(A) To record the net trade accounts receivable acquired.
(B) To record the three mobile medical imaging equipment units
acquired at their estimated fair value. The mobile medical
imaging equipment will be depreciated over five years.
(C) To record the goodwill related to the assets acquired. The
goodwill will be amortized over an assumed 20 year period.
(D) To record the assumption of the current and long-term portions of
the capital lease obligations related to the mobile medical
imaging equipment acquired.
(E) To record the current and long-term portions of the $6,800,000
debt borrowed from General Electric Medical Systems (GEMS).
NOTE 2: UNAUDITED PRO FORMA STATEMENT OF INCOME ADJUSTMENTS
The Unaudited Pro Forma Condensed Consolidated Statement of Income of the
Registrant for the nine months ended March 31, 1997, gives affect to the
following pro forma adjustments:
(A) To record the amortization of the goodwill associated with the
acquisition over an assumed 20 year period.
(B) To record interest expense on the long-term debt borrowed from
GEMS associated with the acquisition at a rate of 10.5 percent
per annum.
(C) To record an income tax expense based upon an assumed composite
(federal, state and local) income tax rate of 20 percent.
5
<PAGE>
SIGNATURES
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.
Date: August 18, 1997
INSIGHT HEALTH SERVICES CORP.
BY: /s/ E. LARRY ATKINS
-----------------------------------------
E. Larry Atkins
President and Chief Executive Officer
6
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Mobile Imaging Consortium - Maine
Mobile Imaging Consortium - New Hampshire
We have audited the accompanying combined balance sheets of Mobile Imaging
Consortium, consisting of Mobile Imaging Consortium - Maine (A Maine Limited
Partnership) and Mobile Imaging Consortium - New Hampshire (A Maine General
Partnership), as of December 31, 1996 and 1995, and the related combined
statements of income, partners' capital accounts and cash flows for each of
the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Partnerships' management. Our
responsibility is to express an opinion on these combined financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Mobile Imaging
Consortium as of December 31, 1996 and 1995, and the combined results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in accordance with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. The combining details
appearing in conjunction with the combined financial statements are presented
for purposes of additional analysis and are not a required part of the basic
combined financial statements. Such additional information has been subjected
to the auditing procedures applied in our audits of the basic combined
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic combined financial statements taken as a
whole.
/s/ Baker Newman & Noyes
January 20, 1997 Baker Newman & Noyes
Limited Liability Company
F-1
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINED BALANCE SHEETS
ASSETS
1996 1995
---------- ----------
Cash and cash equivalents $ 381,591 $ 972,134
Accounts receivable, net of contractual and bad debt
allowances of $463,000 for 1996 and $260,000 for
1995 (note 3) 1,350,324 1,069,537
Prepaid expenses and other current assets 177,340 164,131
---------- ----------
Total current assets 1,909,255 2,205,802
Property and equipment:
Leasehold improvements 2,501 2,501
Equipment 2,775,368 2,518,317
Equipment under capital leases (note 5) 4,106,512 3,743,960
Furniture and fixtures 7,592 7,592
---------- ----------
6,891,973 6,272,370
Less accumulated depreciation and amortization 5,201,323 4,026,953
---------- ----------
Net property, plant and equipment 1,690,650 2,245,417
Other assets, net 12,386 38,374
---------- ----------
$3,612,291 $4,489,593
---------- ----------
---------- ----------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 247,415 $ 338,644
Current portion of long-term debt (note 4) 131,017 208,993
Current portion of obligations under capital
leases (note 5) 1,077,732 766,813
---------- ----------
Total current liabilities 1,456,164 1,314,450
Long-term debt, less current portion (note 4) 67,555 -
Obligations under capital leases, less
current portion (note 5) 454,245 1,222,621
Commitments and contingencies (notes 9 and 10)
Partners' capital 1,634,327 1,952,522
---------- ----------
$3,612,291 $4,489,593
---------- ----------
---------- ----------
See accompanying notes.
F-2
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1996 1995 1994
---------- ---------- ----------
Revenue:
Net scan revenue (note 7) $7,299,625 $6,499,166 $5,981,629
Interest 9,264 27,991 8,885
Other 139,143 58,993 74,100
---------- ---------- ----------
Total revenue 7,448,032 6,586,150 6,064,614
Expenses:
Payroll, fringe and related taxes 1,007,573 935,134 999,538
Management fees (note 8) 147,265 140,729 130,000
Hospital maintenance fees 141,175 129,247 115,554
Professional fees 267,991 159,793 128,597
Tractor expenses 83,583 64,631 65,573
Repairs and maintenance 509,285 472,797 479,196
Cryogens 116,777 110,527 109,000
Film and medical supplies 469,499 349,280 327,407
Insurance 126,259 124,646 124,099
Utilities 72,963 70,664 69,456
Rent 30,266 36,841 36,471
Property taxes 53,316 88,006 86,969
Bad debts 198,370 - 125,387
Depreciation 1,174,370 1,282,300 1,289,777
Amortization 24,009 34,079 34,078
Interest 189,924 290,755 387,437
Other 203,602 159,971 174,820
---------- ---------- ----------
Total operating expenses 4,816,227 4,489,400 4,683,359
---------- ---------- ----------
Net income $2,631,805 $2,096,750 $1,381,255
---------- ---------- ----------
---------- ---------- ----------
See accompanying notes.
F-3
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
GENERAL LIMITED GENERAL
PARTNERS PARTNERS PARTNERS
(MIC-ME) (MIC-ME) (MIC-ME) TOTAL
------------ ----------- ---------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1993 $ 603,184 $ 487,992 $ 264,141 $ 1,355,317
Net income 756,610 521,074 103,571 1,381,255
Partner distributions (note 6) (638,480) (442,320) (325,000) (1,405,800)
----------- ----------- --------- -----------
Balance, December 31, 1994 721,314 566,746 42,712 1,330,772
Net income 1,040,369 710,246 346,135 2,096,750
Partner distributions (note 6) (710,000) (490,000) (275,000) (1,475,000)
----------- ----------- --------- -----------
Balance, December 31, 1995 1,051,683 786,992 113,847 1,952,522
Net income 1,334,745 906,496 390,564 2,631,805
Partner distributions (note 6) (1,505,000) (1,020,000) (425,000) (2,950,000)
----------- ----------- --------- -----------
Balance, December 31, 1996 $ 881,428 $ 673,488 $ 79,411 $ 1,634,327
----------- ----------- --------- -----------
----------- ----------- --------- -----------
</TABLE>
See accompanying notes.
F-4
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,631,805 $ 2,096,750 $ 1,381,255
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,174,370 1,282,300 1,289,777
Amortization 24,009 34,079 34,078
Loss on disposal of asset - 1,653 -
Changes in current assets and liabilities:
Increase in accounts receivable (280,787) (209,038) (269,491)
Increase in prepaid expenses and
other current assets (13,209) (19,975) (67,583)
Decrease in other assets 1,979 - -
Increase (decrease) in accounts payable
and accrued expenses (91,229) (15,580) 103,229
----------- ---------- -----------
Net cash provided by operating activities 3,446,938 3,170,189 2,471,265
Cash flows from investing activities:
Purchases of property and equipment (257,051) (103,173) (48,611)
Purchases of investments - - (255,068)
Proceeds from sale of investments - 255,068 -
----------- ---------- -----------
Net cash provided (used) by investing activities (257,051) 151,895 (303,679
Cash flows from financing activities:
Proceeds from issuance of long-term debt 256,324 93,164 -
Principal payments of long-term debt (266,745) (529,300) (393,694)
Principal payments on capital lease obligations (820,009) (689,084) (619,329)
Distributions to partners (2,950,000) (1,475,000) (1,405,800)
----------- ---------- -----------
Net cash used by financing activities (3,780,430) (2,600,220) (2,418,823)
----------- ---------- -----------
Net increase (decrease0 in cash (590,543) 721,864 (251,237)
Cash at beginning of year 972,134 250,270 501,506
----------- ---------- -----------
Cash at end of year $ 381,591 $ 972,134 $ 250,269
----------- ---------- -----------
----------- ---------- -----------
Supplemental disclosures of cash flow information:
Interest paid $ 189,924 $ 294,107 $ 384,085
----------- ---------- -----------
----------- ---------- -----------
Supplemental schedule of noncash investing and financing activities:
Acquisition of property and equipment through
obligations under capital leases $ 362,552 $ - $ -
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
See accompanying notes.
F-5
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The combined financial statements are prepared on the accrual basis of
accounting. The combined financial statements include the accounts of Mobile
Imaging Consortium - Maine (A Maine Limited Partnership) and Mobile Imaging
Consortium - New Hampshire (A Maine General Partnership). All transactions
and balances between the two partnerships have been eliminated in
combination.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. Depreciation is calculated
using straight-line and accelerated methods over the estimated useful lives
of the assets. Assets capitalized under capital lease obligations are
amortized over the term of the related leases.
ORGANIZATION COSTS
Organization costs incurred in relation to the commencement of the
respective Partnership's activities have been capitalized and are amortized
over five years using the straight-line method.
SYNDICATION COSTS
Syndication costs incurred in forming the respective partnerships are
deducted from partners' capital in the combined financial statements.
INCOME TAXES
No provision or benefit for income taxes has been included in the combined
financial statements since any taxable income or loss passes through to, and
is reportable by, the respective partners individually.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Estimates related to contractual and bad debt allowances
are especially significant. Actual results could differ from those estimates.
F-6
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
2. ORGANIZATION
Mobile Imaging Consortium - Maine ("MIC-ME") is a limited partnership
formed under the laws of the State of Maine in October, 1991. The
Partnership operates two mobile magnetic resonance imaging systems which
primarily serve hospitals throughout Maine. The general partners have
exclusive responsibility for the control of all aspects of the Partnership's
business.
Mobile Imaging Consortium - New Hampshire ("MIC-NH") is a general
partnership formed under the laws of the State of Maine in January, 1993. The
Partnership operates a mobile magnetic resonance imaging system which
primarily serves three hospitals in New Hampshire.
The two partnerships have similar general and limited partners. In
addition, both partnerships are managed by the same management agent, Joseph
J. Bean Associates. The management agent performs all recordkeeping functions
on behalf of the partners. In addition, the management agent is responsible
for allocating certain shared expenses incurred on behalf of both
partnerships.
3. BUSINESS AND CREDIT CONCENTRATIONS
Nearly all of the patients served by the Partnerships are from Maine or
New Hampshire. No single patient accounted for more than five percent of the
combined revenues for 1996, 1995, or 1994, and no account receivable from
any patient exceeded five percent of total combined accounts receivable at
December 31, 1996 and 1995.
MIC-NH maintains contracts with three hospitals located in New Hampshire
and generates all of its revenues under these contracts. The hospitals, in
turn, charge the individual patients. Therefore, MIC-NH had receivable
balances from only three parties as of December 31, 1996 and 1995.
MIC-ME submits the charges for substantially all of its patients to third
parties for full or partial payment. No single third-party payor accounted
for more than ten percent of total combined accounts receivable at December
31, 1996 and 1995.
F-7
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
4. LONG-TERM DEBT
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Long-term debt consists of the following:
Variable rate note payable to a bank, due in monthly
installments of principal and interest of $38,795 through
May 1996; secured by equipment $ - $ 157,235
7.16% note payable to a financial institution, due in monthly
installments of $10,663 including principal and interest
through May 1996 - 51,758
8.55% note payable to a financial institution, due in monthly
installments of $7,776 including principal and interest
through September 1998; secured by equipment 151,170 -
7.81% note payable to a financial institution, due in monthly
installments of $9,792 including principal and interest
through May 1996 47,402 -
--------- ---------
198,572 208,993
Less current installments of long-term debt (131,017) (208,993)
--------- ---------
$ 67,555 $ -
--------- ---------
--------- ---------
</TABLE>
Principal installments of long-term debt are as follows as of December 31,
1996:
1997 $ 131,017
1998 67,555
---------
$ 198,572
---------
---------
5. LEASES
The Partnership is obligated under several capital leases for equipment as
follows:
At December 31, 1996 and 1995, the gross amount of equipment and related
accumulated amortization recorded under the capital leases is as follows:
1996 1995
---- ----
Equipment $ 4,106,512 $ 3,743,960
Less accumulated amortization (2,711,410) (1,884,091)
----------- -----------
$ 1,395,102 $ 1,859,869
----------- -----------
----------- -----------
F-8
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
5. LEASES (CONTINUED)
The future minimum capital lease payments as of December 31, 1996 are as
follows:
Future minimum lease payments
1997 $ 1,182,024
1998 482,467
-----------
1,664,491
Less imputed interest (weighted average rate of 10.1%) 132,514
-----------
Present value of future minimum lease payments 1,531,997
Current portion of obligations under capital leases 1,077,732
-----------
Long-term portion of obligations under capital leases $ 454,245
-----------
-----------
The lease agreements generally provide for fair market value purchase
options at the end of the lease terms.
6. PARTNERS' CAPITAL AND INCOME DISTRIBUTIONS
The allocation of net income or losses and distributions of cash flow are
in accordance with the terms of each respective partnership agreement. For
MIC-NH, the five general partners are distributed their pro-rata share of
net income or losses and distributions of cash flow. For MIC-ME, the four
general partners, as a group, and the limited partners, share equally in
the first $100,000 of net income or loss, allocated to the individual
partners in each group based on their pro-rata ownership interest.
Likewise, the first $100,000 of distributions of cash flow are allocated
in this manner. Any income or losses or distributions of cash flow
exceeding $100,000 are allocated 60% to the general partners and 40% to
the limited partners. Allocations within each group of partners are based
on each partners pro-rata ownership interest of the group.
7. NET SCAN REVENUE
Net scan revenue consists of the following at December 31:
1996 1995 1994
---- ---- ----
Gross scan revenue $ 8,888,277 $ 7,967,895 $ 6,984,102
Less contractual adjustments (1,588,652) (1,468,729) (1,002,473)
----------- ----------- -----------
Net scan revenue $ 7,299,625 $ 6,499,166 $ 5,981,629
----------- ----------- -----------
----------- ----------- -----------
F-9
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
8. RELATED PARTY TRANSACTIONS
As noted in note 1, the financial statements include the accounts of
MIC-ME and MIC-NH.
Certain shared expenses, such as insurance and supplies, are incurred by
MIC-ME and are charged to MIC-NH. These charges have been eliminated in
the combination of the two entities in the accompanying financial
statements. Charges from MIC-ME to MIC-NH for shared expenses were
$48,000, $48,000, and $93,365 for the years ended December 31, 1996,
1995 and 1994, respectively.
Joseph J. Bean Associates ("JBA") provides operational and financial
management services to both Partnerships. JBA is a party related to the
Partnerships through Joseph J. Bean, who either individually or
through an interest in another entity, acts as a general or limited
partner in both Partnerships. MIC-ME paid management fees of $90,159,
$86,038, and $78,000 to JBA for the years ended December 31, 1996,
1995 and 1994, respectively. MIC-NH paid management fees of $57,106,
$54,691, and $52,000 to JBA for the years ended December 31, 1996,
1995 and 1994, respectively.
In addition, the Partnerships lease office space from JBA under an
operating lease agreement. The initial term of the lease is three years
from May 1, 1996 to April 30, 1999. At that time the lease terms
will automatically renew, unless notice of termination is executed,
for a term of 22 months through February 28, 2001. The Partnerships
have an option to renew the lease for an additional term of 10
years. Future lease payments for the remaining term of the lease,
including the automatic renewal period, are as follows:
1997 $24,839
1998 25,164
1999 19,691
2000 17,117
2001 2,871
9. COMMITMENTS AND CONTINGENCIES
The Partnerships maintains several service contracts with hospitals
located in Maine and New Hampshire as well as contracts with
third-party agencies. The hospital service contracts have various
lengths and payment terms. MIC-ME's contracts are primarily based on
the hospital's referral of patients to the Partnership in return for
compensation for the use of the hospital's physical facilities.
MIC-NH's contracts generally stipulate charges directly to the
hospital based on the volume of procedures performed.
The Partnerships also maintain contracts with various third-party
payors under which rates have been negotiated for service to
patients who are insured by these parties.
It is anticipated that the hospital service contracts will be assumed
by a successor entity pursuant to an agreement described in note 10.
The contracts with third-party payors are expressly excluded from
the agreement.
F-10
<PAGE>
MOBILE IMAGING CONSORTIUM
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
9. COMMITMENTS AND CONTINGENCIES (CONTINUED)
MIC-ME is involved in a dispute with the City of Portland regarding
jurisdiction for property tax assessment on the Partnership's mobile
assets. The City of Portland contends that it has jurisdiction to
assess property taxes based on the location of the Partnership's
general offices. MIC-ME contends that the mobile assets are subject
to taxes from the jurisdictions in which the assets are located on
the assessment date, April 1.
The outcome of this matter is uncertain as of December 31, 1996. The
Partnership has estimated its potential liability in the event of an
unfavorable outcome and has included such amounts in the accompanying
financial statements.
10. SALE OF PARTNERSHIPS' ASSETS AND ASSUMPTION OF LIABILITIES
In January, 1997 the Partnerships executed an Asset Purchase and
Liabilities Assumption Agreement (the "Agreement") with InSight Health
Corp. ("InSight"), a Delaware corporation. The Agreement stipulates that
InSight will purchase all operational assets and goodwill with the
exception of cash on hand, accounts receivable, and other items as
specified in the Agreement. The Agreement also stipulates that InSight
will have no rights or liabilities with regard to the property tax
matter as described in note 9.
Pursuant to the Agreement, the Partnerships are required to deposit
collections of pre-sale accounts receivable into an escrow account up
to $1,000,000 as indemnification for InSight. The escrow will be
released to the Partnerships in equal amounts each quarter subsequent
to the Agreement date, barring any claims made by InSight as described
in the Agreement.
The Agreement stipulates that InSight will assume substantially all
liabilities, contracts, leases and operating agreements upon execution
of the Agreement, except those as specifically documented in the
Agreement or schedules thereto.
Finally, the Agreement includes clauses which prohibit the corporate
general partners and the individual limited partners of the
Partnerships from competing with InSight in Maine and New Hampshire.
The specific provisions dictate that the parties will not compete in
the area of nuclear magnetic resonance imaging for a term of five years
and in the area of CT scanning for a period of three years. The
Agreement also includes consulting and non-compete provisions for
Joseph J. Bean, individually, and Joseph J. Bean Associates, the
management agent of the Partnerships.
F-11
<PAGE>
ADDITIONAL INFORMATION
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINING BALANCE SHEET
December 31, 1996
<TABLE>
<CAPTION> Combined
MIC- MIC-New December 31,
ASSETS Maine Hampshire Eliminations 1996
- ------ ----- --------- ------------ ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 271,260 $ 110,331 $ - $ 381,591
Accounts receivable, net 1,220,066 130,258 - 1,350,324
Prepaid expenses and other current assets 155,298 22,042 - 177,340
Due from affiliates - 1,315 (1,315) -
---------- --------- --------- ----------
Total current assets 1,646,624 263,946 (1,315) 1,909,255
Property and equipment:
Leasehold improvements 2,501 - - 2,501
Equipment 2,664,599 110,769 - 2,775,368
Equipment under capital leases 1,944,195 2,162,317 - 4,106,512
Furniture and fixtures 7,592 - - 7,592
---------- --------- --------- ----------
4,618,887 2,273,086 - 6,891,973
Less accumulated depreciation
and amortization 3,714,639 1,486,684 - 5,201,323
---------- --------- --------- ----------
Net property and equipment 904,248 786,402 - 1,690,650
Other assets, net - 12,386 - 12,386
---------- --------- --------- ----------
$2,550,872 $1,062,734 $ (1,315) $3,612,291
---------- ---------- --------- ----------
---------- ---------- --------- ----------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 232,912 $ 14,503 $ - $ 247,415
Due to affiliates 1,315 - (1,315) -
Current portion of long-term debt 114,900 16,117 - 131,017
Current portion of capital lease obligations 532,156 545,576 - 1,077,732
---------- --------- --------- ----------
Total current liabilities 881,283 576,196 (1,315) 1,456,164
Long-term debt, less current portion 67,555 - - 67,555
Obligations under capital leases, less
current portion 47,118 407,127 - 454,245
Partners' capital 1,554,916 79,411 - 1,634,327
---------- --------- --------- ---------
$2,550,872 $1,062,734 $ (1,315) $3,612,291
---------- ---------- --------- ----------
---------- --------- --------- ----------
</TABLE>
F-12
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINING BALANCE SHEET
December 31, 1995
<TABLE>
<CAPTION> Combined
MIC- MIC-New December 31,
ASSETS Maine Hampshire Eliminations 1995
- ------ ----- --------- ------------ ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 780,033 $ 192,101 $ - $ 972,134
Accounts receivable, net 962,906 106,631 - 1,069,537
Prepaid expenses and other current assets 139,881 24,250 - 164,131
Due from affiliates 34,106 - (34,106) - -
---------- --------- --------- ----------
Total current assets 1,916,926 322,982 (34,106) 2,205,802
Property and equipment:
Leasehold improvements 2,501 - - 2,501
Equipment 2,432,798 85,519 - 2,518,317
Equipment under capital leases 1,808,893 1,935,067 - 3,743,960
Furniture and fixtures 7,592 - - 7,592
---------- --------- --------- ----------
4,251,784 2,020,586 - 6,272,370
Less accumulated depreciation
and amortization 3,001,415 1,025,538 - 4,026,953
---------- --------- --------- ----------
Net property and equipment 1,250,369 995,048 - 2,245,417
Other assets, net 16,080 22,294 - 38,374
---------- --------- --------- ----------
$3,183,375 $1,340,324 $ (34,106) $4,489,593
---------- ---------- --------- ----------
---------- ---------- --------- ----------
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 303,520 $ 35,124 $ - $ 338,644
Due to affiliates - 34,106 (34,106) -
Current portion of long-term debt 191,395 17,598 - 208,993
Current portion of capital lease obligations 381,593 385,220 - 766,813
---------- --------- --------- ----------
Total current liabilities 876,508 472,048 (34,106) 1,314,450
Obligations under capital leases, less
current portion 468,192 754,429 - 1,222,621
Partners' capital 1,838,675 113,847 - 1,952,522
---------- --------- --------- ---------
$3,183,375 $1,340,324 $ (34,106) $4,489,593
---------- ---------- --------- -----------
---------- ---------- --------- -----------
</TABLE>
F-13
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINING STATEMENT OF INCOME
Year Ended December 31, 1996
<TABLE>
<CAPTION>
MIC- Combined
MIC- New December 31,
Maine Hampshire Eliminations 1996
---------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Scan revenue $5,592,590 $1,707,035 $ - $7,299,625
Interest 8,119 1,145 - 9,264
Other 154,873 32,270 (48,000) 139,143
---------- --------- ------------ ------------
Total revenue 5,755,582 1,740,450 (48,000) 7,448,032
Expenses:
Payroll, fringe and related taxes 746,493 261,080 - 1,007,573
Management fees 90,159 57,106 - 147,265
Hospital maintenance fees 141,175 - - 141,175
Professional fees 215,099 52,892 - 267,991
Tractor expenses 68,702 14,881 - 83,583
Repairs and maintenance 334,216 175,069 - 509,285
Cryogens 60,250 56,527 - 116,777
Film and medical supplies 458,991 10,508 - 469,499
Insurance 84,785 41,474 - 126,259
Utilities 71,719 49,244 (48,000) 72,963
Rent 30,266 - - 30,266
Property taxes 53,316 - - 53,316
Bad debts 198,370 - - 198,370
Depreciation 713,224 461,146 - 1,174,370
Amortization 14,100 9,909 - 24,009
Interest 92,603 97,321 - 189,924
Other 140,873 62,729 - 203,602
---------- --------- ------------ ------------
Total operating expenses 3,514,341 1,349,886 (48,000) 4,816,227
---------- ---------- ------------ ------------
Net income $2,241,241 $ 390,564 $ - $2,631,805
---------- ---------- ------------ ------------
---------- ---------- ------------ ------------
</TABLE>
F-14
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINING STATEMENT OF INCOME
Year Ended December 31, 1995
<TABLE>
<CAPTION>
MIC- Combined
MIC- New December 31,
Maine Hampshire Eliminations 1995
---------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Scan revenue $4,863,716 $1,635,450 $ - $6,499,166
Interest 24,999 2,992 - 27,991
Other 105,192 1,801 (48,000) 58,9933
---------- --------- ------------ ------------
Total revenue 4,993,907 1,640,243 (48,000) 6,586,150
Expenses:
Payroll, fringe and related taxes 709,021 266,113 - 975,134
Management fees 86,038 54,691 - 140,729
Hospital maintenance fees 129,247 - - 129,247
Professional fees 124,097 35,696 - 159,793
Tractor expenses 64,631 - - 64,631
Repairs and maintenance 311,408 161,389 - 472,797
Cryogens 54,000 56,527 - 110,527
Film and medical supplies 333,859 15,421 - 349,280
Insurance 82,143 42,503 - 124,646
Utilities 69,575 49,089 (48,000) 70,664
Rent 36,841 - - 36,841
Property taxes 88,006 - - 88,006
Bad debts - - - 198,370
Depreciation 863,542 418,758 - 1,282,300
Amortization 24,170 9,909 - 34,079
Interest 166,611 124,144 - 290,755
Other 100,103 59,868 - 159,971
---------- --------- ------------ ------------
Total operating expenses 3,243,292 1,294,108 (48,000) 4,489,400
---------- ---------- ------------ ------------
Net income $1,750,615 $ 346,135 $ - $2,096,750
---------- ---------- ------------ ------------
---------- ---------- ------------ ------------
</TABLE>
F-15
<PAGE>
MOBILE IMAGING CONSORTIUM
COMBINING STATEMENT OF INCOME
Year Ended December 31, 1994
<TABLE>
<CAPTION>
MIC- Combined
MIC- New December 31,
Maine Hampshire Eliminations 1994
----- --------- ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Scan revenue $ 4,563,281 $ 1,418,348 $ - $ 5,981,629
Interest 7,898 987 - 8,885
Other 167,465 - (93,365) 74,100
----------- ----------- -------- -----------
Total revenue 4,738,644 1,419,335 (93,365) 6,064,614
Expenses:
Payroll, fringe and related taxes 728,913 270,625 - 999,538
Management fees 78,000 52,000 - 130,000
Hospital maintenance fees 115,554 - - 115,554
Professional fees 105,410 23,187 - 128,597
Tractor expenses 65,573 - - 65,573
Repairs and maintenance 342,652 136,544 - 479,196
Cryogens 54,000 55,000 - 109,000
Film and medical supplies 313,867 13,540 - 327,407
Insurance 81,863 42,236 - 124,099
Rent 36,471 - - 36,471
Utilities 68,253 49,203 (48,000) 69,456
Property Taxes 86,969 - - 86,969
Bad debts 125,387 - - 125,387
Depreciation 892,060 397,717 - 1,289,777
Amortization 24,170 9,908 - 34,078
Interest 227,885 159,552 - 387,437
Other 113,933 106,252 (45,365) 174,820
----------- ----------- -------- -----------
Total operating expenses 3,460,960 1,315,764 (93,365) 4,683,359
----------- ----------- -------- -----------
Net income $ 1,277,684 $ 103,571 $ - $ 1,381,255
----------- ----------- -------- -----------
----------- ----------- -------- -----------
</TABLE>
F-16
