<PAGE>
EXHIBIT 99.1 (a)
WILKES-BARRE IMAGING
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants 6
Balance Sheets as of December 31, 1999 and 1998 7
Statements of Income for the Years Ended December 31, 1999 and 1998 8
Statements of Partners' Capital for the Years Ended December 31, 1999 and 1998 9
Statements of Cash Flows for the Years Ended December 31, 1999 and 1998 10
Notes to Financial Statements 11-16
Balance Sheets (unaudited) as of March 31, 2000 and December 31, 1999 17
Statements of Income (unaudited) for the Three Months Ended March 31, 2000 and 1999 18
Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2000 and 1999 19
Notes to Financial Statements 20
</TABLE>
5
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners of
Wilkes-Barre Imaging:
We have audited the accompanying balance sheets of Wilkes-Barre Imaging, a
New York general partnership (the "Partnership") as of December 31, 1999 and
1998, and the related statements of income, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
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 financial position of Wilkes-Barre Imaging as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
West Palm Beach, Florida,
August 9, 2000.
6
<PAGE>
WILKES-BARRE IMAGING
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
1999 1998
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 412 $ 279
Trade accounts receivable, net 1,668 827
Other current assets 70 43
------ -----
Total current assets 2,150 1,149
PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $997 and $99 in 1999 and 1998, respectively 6,075 2,756
OTHER ASSETS 2 4
------ -----
Total assets $8,227 $3,909
====== ======
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $ 436 $ 417
Advances and accrued management fees due to partner 250 184
Current portion of long-term debt and obligations
under capital leases 757 209
------ -----
Total current liabilities 1,443 810
------ -----
LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, less current portion 5,259 2,310
PARTNERS' CAPITAL 1,525 789
------ -----
Total liabilities and partners' capital $8,227 $3,909
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of
these balance sheets.
7
<PAGE>
WILKES-BARRE IMAGING
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
REVENUES:
Patient services $8,177 $4,731
Other -- 4
------ ------
Total revenues 8,177 4,735
OPERATING EXPENSES:
Cost of services 3,364 2,722
Provision for doubtful accounts 314 141
Depreciation and amortization 969 84
------ ------
Total operating expenses 4,647 2,947
------ ------
Income from operations 3,530 1,788
INTEREST EXPENSE, net 640 26
------ ------
Net income $2,890 $1,762
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of
these statements.
8
<PAGE>
WILKES-BARRE IMAGING
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C>
BALANCE, December 31, 1997 $ 286
Distributions, net (1,259)
Net income 1,762
-------
BALANCE, December 31, 1998 789
Distributions, net (2,154)
Net income 2,890
-------
BALANCE, December 31, 1999 $ 1,525
=======
</TABLE>
The accompanying notes to financial statements are an integral part of
these statements.
9
<PAGE>
WILKES-BARRE IMAGING
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,890 $ 1,762
------- -------
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization 969 84
Changes in assets and liabilities:
Trade accounts receivable, net (841) (462)
Other current assets (27) (26)
Other assets 2 --
Accounts payable and other accrued expenses 19 238
Advances and accrued management fees due to partner 66 (77)
------- -------
Total adjustments 188 (243)
------- -------
Net cash provided by operating activities 3,078 1,519
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (434) (2,590)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt (174) (65)
Proceeds from issuance of debt 483 2,584
Payments on capital leases (666) --
Partner distributions, net (2,154) (1,259)
------- -------
Net cash (used in) provided by financing activities (2,511) 1,260
------- -------
Net increase in cash and cash equivalents 133 189
CASH AND CASH EQUIVALENTS, beginning of year 279 90
------- -------
CASH AND CASH EQUIVALENTS, end of year $ 412 $ 279
======= =======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for interest $ 650 $ 157
======= =======
Equipment additions under capital leases $ 3,854 $ --
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
10
<PAGE>
WILKES-BARRE IMAGING
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. NATURE OF BUSINESS
Wilkes-Barre Imaging (the "Partnership"), a 60 percent owned subsidiary of US
Diagnostic Inc., is a New York general partnership which started business on
April 1, 1996. The Partnership provides diagnostic imaging services,
including magnetic resonance imaging ("MRI"), computed tomography ("CT"),
open MRI, mammography, ultrasound, nuclear medicine, nuclear cardiology and
radiography and fluoroscopy in Wilkes-Barre, Pennsylvania.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain amounts of assets and liabilities at the
date of the financial statements and certain reported amounts of revenues and
expenses during the reporting period. The most significant estimates relate to
contractual and bad debt allowances on accounts receivable and useful lives of
medical equipment. Future events could alter such estimates in the near term. In
addition, healthcare industry reforms and reimbursement practices will continue
to impact the Partnership's operations and the determination of contractual and
other allowance estimates. As such, actual results could differ from those
estimates.
REVENUE RECOGNITION
Revenues are recognized when services are provided. Patient services revenues
are reported at the estimated net realizable amounts from patients, third-party
payors and others for services rendered including estimated prospectively
determined adjustments under reimbursement agreements with third-party payors.
These adjustments are accrued on an estimated basis in the period the related
services are rendered and adjusted in future periods as final settlements are
determined. Other revenues are recognized over the applicable contract period.
If revenues are collected in advance, they are recorded as unearned revenue.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are comprised of cash and certain liquid investments
with maturity of three months or less when purchased. The carrying amount of
cash equivalents approximates fair value due to their short-term nature.
11
<PAGE>
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization are
provided using the straight-line method over the following estimated useful
lives:
Equipment under capital leases Term of lease
Building 10 years
Diagnostic and related equipment 5 to 7 years
Computer and office equipment 3 to 5 years
The Partnership capitalizes expenditures for improvements and major renewals.
Maintenance, repairs and minor replacements are charged to operations as
incurred. When assets are sold or otherwise disposed of, the cost and related
reserves are removed from the accounts and any resulting gain or loss is
included in the results of operations.
INCOME TAXES
Taxable earnings of the Partnership flow through directly to its partners. Each
partner is treated as the owner of its proportionate share of the net assets,
income and expenses and each is subject to Federal and State taxation on its
share of income.
COMPREHENSIVE INCOME
The Partnership has adopted SFAS No. 130, "Reporting Comprehensive Income". This
standard requires that all items that meet the definition of components of
comprehensive income be reported in a full set of general purpose financial
statements for the period in which they are recognized. Components of
comprehensive income include revenues, expenses, gains and losses that under
accounting principles generally accepted in the United States are included in
comprehensive income, but excluded from net income. There are no differences
between the Partnership's net income, as reported, and comprehensive income, as
defined, for the periods presented and, therefore, no separate statement of
comprehensive income has been presented.
ADVANCES AND ACCRUED MANAGEMENT FEES DUE TO PARTNER
Advances are comprised of amounts owed for the portion of services received
under national contracts entered into by one of the partners. These contracts
are used in order to take advantage of volume discounts.
Accrued management fees are comprised of amounts owed to one partner for
corporate accounting services provided. These fees are based on a percentage of
patient services revenues.
3. TRADE ACCOUNTS RECEIVABLE, NET
Trade accounts receivable, net are comprised of the following at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
(Amounts in thousands)
------------ ------------
<S> <C> <C>
Trade accounts receivable $1,949 $ 974
Allowance for doubtful accounts (281) (147)
------ ------
$1,668 $827
------ ------
------ ------
</TABLE>
The Partnership's imaging center grants credit without collateral to its
patients, most of whom are residents of Wilkes-Barre, Pennsylvania and are
insured under third-party payor agreements.
12
<PAGE>
The mix of receivables from third-party payors and patients is as follows at
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Medicare and Medicaid 21% 26%
Workers' Compensation and Self Pay 14 14
Commercial 18 15
Managed Care 34 33
Other 13 12
--- ---
Total 100% 100%
--- ---
</TABLE>
The allowance for doubtful accounts include management's estimate of the
amounts expected to be written off on specific accounts and for write offs on
other unidentified accounts included in accounts receivable. In estimating
the write offs and adjustments on specific accounts, management relies on a
combination of in-house analysis and a review of contractual payment rates
from private health insurance programs or under the federal Medicare program.
In estimating the allowance for unidentified write offs and adjustments,
management relies on historical experience. The amounts the Partnership will
ultimately realize could differ materially in the near term from the amounts
assumed in arriving at the allowance for doubtful accounts in the financial
statements.
4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, are stated at cost and are comprised of the
following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
(Amounts in thousands)
<S> <C> <C>
Equipment under capital leases $3,798 $ --
Building 2,670 21
Diagnostic and related equipment 557 520
Computer and office equipment 47 47
Construction in progress -- 2,267
------ ------
7,072 2,855
Less: Accumulated depreciation 997 99
------ ------
Property and equipment, net $6,075 $2,756
------ ------
------ ------
</TABLE>
13
<PAGE>
Accumulated depreciation and depreciation expense for equipment under capital
leases were approximately $564,000 and $0 as of December 31, 1999 and 1998,
respectively.
5. ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES
Accounts payable and other accrued expenses are comprised of the following at
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
(Amounts in thousands)
<S> <C> <C>
Accounts payable $202 $112
Accrued payroll and related costs 35 52
Accrued radiology fees 27 54
Other accrued expenses 172 199
---- ----
$436 $417
---- ----
---- ----
</TABLE>
6. LONG-TERM DEBT
Long-term debt is comprised of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
(Amounts in thousands)
<S> <C> <C>
Notes payable to GE, bearing interest at rates which range from 5.5 percent to
10.25 percent, maturing at various dates through February 2006. The notes are
primarily secured by a building and certain diagnostic equipment $2,446 $2,073
Notes payable to DVI Financial Services bearing interest rates which range from
10.11 percent to 10.5 percent, maturing at various dates through June 2004
The notes are primarily secured by certain diagnostic equipment 382 446
------ ------
Total long-term debt 2,828 2,519
Less: Current portion 150 209
------ ------
Long-term debt $2,678 $2,310
------ ------
------ ------
</TABLE>
14
<PAGE>
Scheduled maturities of long-term debt at December 31, 1999, are as follows
(amounts in thousands):
<TABLE>
<CAPTION>
<S> <C>
2000 $ 150
2001 166
2002 948
2003 257
2004 500
Thereafter 807
------------
$ 2,828
------------
------------
</TABLE>
7. LEASE OBLIGATIONS
The Partnership leases the land under the building which houses its
operations. The lease expires in December 2007 and will be renewed under
certain conditions. The rent is $523 per month.
The Partnership is leasing diagnostic equipment under various capital leases.
Future minimum scheduled payments required under these noncancelable leases
at December 31, 1999 are as follows (amounts in thousands):
<TABLE>
<CAPTION>
<S> <C>
2000 $ 904
2001 986
2002 986
2003 986
2004 111
-----------
Total minimum lease payments 3,973
Less: Amounts representing interest (785)
-----------
Present value of capital lease obligations 3,188
Less: Current portion (607)
-----------
Long-term capital lease obligations $ 2,581
===========
</TABLE>
8. 401(K) PROFIT SHARING PLAN
The US Diagnostic Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") was
offered to full-time employees who completed six months of service. Eligible
employees made elective deferrals in any amount up to 15% of their
compensation. The Partnership contributed 100% of the amount withheld from
the Participant's compensation (up to a maximum of 3%) and were allowed
additional discretionary contributions. Employer contributions to the 401(k)
Plan totaled approximately $13,000 and $8,000 in fiscal 1999 and 1998,
respectively. In connection with the asset sale described in Note 9, the
Partnership's participation in the 401(k) Plan is expected to discontinue,
with Participant balances transferring to a new plan.
9. SUBSEQUENT EVENTS
The Partnership had an agreement with General Medical Services Corporation
("GMS"), now doing business as Wyoming Valley Physician Network, pursuant to
which GMS provided Wilkes-Barre Imaging with one or more radiologists, as
necessary, to read and interpret all diagnostic imaging (except nuclear
cardiology). On April 5, 2000, the Partnership received written notice that
Wyoming Valley Physician Network was terminating the Physician Services
Agreement effective August 3, 2000.
15
<PAGE>
On May 31, 2000, the Partnership sold substantially all of its assets (the
"Assets"), to InSight Health Corp., a Delaware corporation and a wholly owned
subsidiary of InSight Health Services Corp., a Delaware corporation, pursuant
to an Asset Purchase Agreement dated May 2, 2000 (the "Purchase Agreement").
The Assets sold under the Purchase Agreement consist of certain tangible and
intangible assets, including diagnostic imaging equipment, customer contracts
and other agreements held in connection with providing diagnostic imaging
services to customers in Wilkes-Barre, Pennsylvania. The aggregate purchase
price for the Assets was approximately $17.4 million. The purchase price was
paid entirely in cash and is subject to certain post-closing adjustments.
16
<PAGE>
WILKES-BARRE IMAGING
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 423 $ 412
Trade accounts receivables, net 2,023 1,668
Other current assets 56 70
------ ------
Total current assets 2,502 2,150
PROPERTY AND EQUIPMENT, net 5,859 6,075
OTHER ASSETS -- 2
------ ------
Total assets $8,361 $8,227
------ ------
------ ------
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable and other accrued expenses $ 708 $ 686
Current portion of long-term debt and obligation under capital leases 757 757
------ ------
Total current liabilities 1,465 1,443
------ ------
LONG-TERM DEBT AND OBLIGATIONS UNDER CAPITAL
LEASES, less current portion 5,059 5,259
PARTNERS' CAPITAL 1,837 1,525
------ ------
Total liabilities and partners' capital $8,361 $8,227
------ ------
------ ------
</TABLE>
The accompanying notes to financial statements are an integral part of
these balance sheets.
17
<PAGE>
WILKES-BARRE IMAGING
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
REVENUES:
Patient services $2,244 $1,767
------ ------
Total revenues 2,244 1,767
------ ------
OPERATING EXPENSES:
Costs of services 959 648
Provision for doubtful accounts 93 66
Depreciation and amortization 234 248
------ ------
Total operating expenses 1,286 962
------ ------
Income from operations 958 805
INTEREST EXPENSE, net 156 145
------ ------
Net income $ 802 $ 660
------ ------
------ ------
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
18
<PAGE>
WILKES-BARRE IMAGING
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 802 $ 660
----- -----
Adjustments to reconcile net income to net cash provided
by operating activities-
Depreciation and amortization 234 248
Change in assets and liabilities:
Trade accounts receivable, net (355) (485)
Other current assets 16 1
Accounts payable and other accrued expenses 22 2
----- -----
Total adjustments (83) (234)
----- -----
Net cash provided by operating activities 719 426
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (18) (568)
----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (principal payments) of debt and capital lease obligations (200) 421
Partner distributions, net (490) (225)
----- -----
Net cash (used in) provided by financing activities (690) 196
----- -----
Net increase in cash and cash equivalents 11 54
CASH AND CASH EQUIVALENTS, beginning of period 412 279
----- -----
CASH AND CASH EQUIVALENTS, end of period $ 423 $ 333
----- -----
----- -----
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for interest $ 159 $ 144
----- -----
----- -----
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
19
<PAGE>
WILKES-BARRE IMAGING
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1997
(UNAUDITED)
(1) BASIS OF PRESENTATION
In the opinion of management, the financial information reflects all
adjustments which are necessary to a fair presentation of the financial
position, results of operations and cash flows for the interim periods
presented and are of a normal recurring nature, unless otherwise
disclosed in this report.
The statements should be read in conjunction with the notes to the
financial statements of Wilkes-Barre Imaging (Wilkes-Barre) as of and for
the years ended December 31, 1999 and 1998.
(2) ACQUISITION BY INSIGHT HEALTH CORP.
On May 31, 2000, substantially all of the assets of Wilkes-Barre were
acquired by InSight Health Corp., a wholly owned subsidiary of InSight
Health Services Corp. (InSight), from US Diagnostic Inc. (USD). The
aggregate purchase price was approximately $17.4 million, subject to
certain post-closing adjustments.
20
