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
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Advanced NMR Systems, Inc.
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(Exact name or registrant as specified in its charter)
Delaware 0-11914 22-2457487
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
46 Jonspin Road, Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 657-8876
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N/A
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(Former name or former address, if changed since last report)
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Form 8-K originally filed on August 18, 1997 as set forth in the
pages attached hereto:
(List all such items, financial statements, exhibits or
other portions amended)
1. Item 7, page 2 - Financial Statements - Amended to
reflect a change in accounting for the 27,000 shares of newly
issued Series B Convertible Redeemable Preferred Stock pursuant
to the GE Purchase Agreement (See Note 1 in CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)).
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(b) Pro Forma Condensed Financial Information
The following unaudited pro forma condensed financial
statements set forth the financial position as of June 30, 1997,
as if the GE transaction had occurred on that date, and the
results of operations for the twelve months ended September 30,
1996 and the nine months ended June 30, 1997, as if the merger of
Medical Diagnostics Inc., a former subsidiary of ANMR ("MDI")
with a subsidiary of US Diagnostic Inc. had occurred as of
October 1, 1995. The pro forma condensed financial statements
have been amended to reflect the Series B Convertible Redeemable
Preferred Stock issued to GE outside of stockholder's equity and
to remove the following item: "Increase in interest income from
net proceeds from sale of MDI imaging business." The pro forma
condensed financial statements do not purport to represent what
ANMR's financial position or results of operations would actually
have been if the acquisition had occurred on October 1, 1995, or
to project ANMR's financial position or results of operations for
any future date or period. The financial statements filed under
part (a) of this item should be read in conjunction with these
pro forma condensed financial statements.
-2-
<PAGE>
ADVANCED NMR SYSTEMS, INC.
PRO FORMA CONDENSED BALANCE SHEET
(In Thousands)
(Unaudited)
As of June 30, 1997
---------------------------------
Historical Pro Forma
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Advanced
NMR GE
Systems Transaction
Inc. Adjustments Pro Forma
--------- ----------- ---------
ASSETS
Current assets:
Cash and cash equivalents 5,913 5,132 11,045
Cash, restricted 1,722 1,722
Accounts receivable 2,780 2,967
Inventories 482 (482) 0
Other current assets 217 217
------ ----- ------
11,114 4,650 20,488
------ ----- ------
Equipment, building, furniture &
leasehold improvements 956 (147) 808
Goodwill, net 2,418 2,418
Investment in and advances to
unconsolidated subsidiary 1,332 1,332
Other 165 165
------ ----- ------
TOTAL ASSETS 15,985 4,503 20,488
====== ===== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 664 664
Accrued Expenses 1,271 1,271
Other current liabilities 41 41
Current portion of long-term debt
and capital lease obligations 676 (121) 555
------ ----- ------
Total current liabilities 2,652 (121) 2,531
------ ----- ------
Long-term debt and capital lease
obligations, less current portion 513 (72) 441
Redeemable preferred stock 2,700 2,700
Stockholders' equity
Common stock 437 437
Additional paid-in capital 55,776 55,776
Accumulated deficit (43,391) 1,996 (41,395)
------ ----- ------
12,822 1,996 14,818
Less: Treasury stock, at cost (2) (2)
------ ----- ------
Total stockholders' equity 12,820 1,996 14,816
------ ----- ------
Total liabilities and stockholders' 15,985 4,503 20,488
equity ====== ===== ======
The accompanying notes are an integral part of these condensed financial
statements.
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<PAGE>
ADVANCED NMR SYSTEMS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In Thousands)
(Unaudited)
Nine Months Ended
June 30, 1997
------------------------------------
Historical Pro Forma
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Advanced
NMR MDI
Systems Sale
Inc. Adjustments Pro Forma
--------- ----------- ---------
Revenues
Net patient service revenue 11,608 (8,424) 3,184
Management fees and other 287 (287) 0
------ ----- ------
Total revenue 11,895 (8,711) 3,184
------ ----- ------
Operating expenses:
Cost of service operations 8,269 (5,788) 2,481
Selling, general and 3,045 (1,254) 1,791
administrative
Provision for bad debt and 850 (657) 193
collection costs ------ ----- ------
Total operating costs 12,164 (7,699) 4,465
------ ----- ------
Operating income (269) (1,012) (1,281)
Other income 240 223
Loss on sale of Imaging (9,377) 9,377 0
Business
Interest income 149 (1) 148
Interest expense (950) 807 (143)
------ ----- ------
Loss from continuing
operations before minority
interest, equity in loss of (10,207) 9,171 (1,036)
subsidiary and provision for
taxes
Minority interest in net
income of consolidated (202) 208 6
entities
Equity in net loss of (1,190) (1,190)
subsidiary ------ ----- ------
Loss from continuing
operations before income (11,599) 9,379 (2,220)
taxes
Provision for income taxes (63) 63
------ ----- ------
Loss from continuing (11,536) 9,379 (2,157)
operations ====== ===== ======
Per share data:
Loss from continuing $ (0.28) $ (0.05)
operations ======= =======
Weighted average number of
shares outstanding 40,430 40,430
------ ------
The accompanying notes are an integral part of these condensed financial
statements.
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<PAGE>
ADVANCED NMR SYSTEMS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In Thousands)
(Unaudited)
Twelve Months Ended
September 30, 1996
-----------------------------------
Historical Pro Forma
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Advanced
NMR MDI
Systems Sale
Inc. Adjustments Pro Forma
--------- ----------- ----------
Revenues
Net patient service revenue 25,481 (20,770) 4,711
Management fees and other 653 (653) 0
------ ------ -----
Total revenue 26,134 (21,423) 4,711
------ ------ -----
Operating expenses:
Cost of service operations 16,206 (13,237) 2,969
Selling, general and 4,255 (3,419) 836
administrative
Provision for bad debt and 2,126 (1,738) 388
collection costs ------ ------ -----
Total operating costs 22,587 (18,394) 4,193
------ ------ -----
Operating income from continuing 3,547 (3,029) 518
operations
Other income 126 (126) 0
Interest income 213 (31) 182
Interest expense (1,848) 1,848 0
------ ------ -----
Income from continuing operations
before minority interest, equity
in loss of subsidiary and 2,038 (1,338) 700
provision for taxes
Minority interest in net income of
consolidated entities (1,006) 846 (160)
Equity in net loss of subsidiary (2,374) (2,374)
------ ------ -----
Loss from continuing operations
before income taxes (1,342) (492) (1,834)
Provision for income taxes (42) (42)
------ ------ -----
Loss from continuing operations (1,384) (492) (1,876)
===== ====== =====
Per share data:
Loss from continuing operations $ (0.05) $ (0.06)
======= =====
Weighted average number of
shares outstanding 30,583 30,583
------ ------
The accompanying notes are an integral part of these condensed financial
statements.
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<PAGE>
ADVANCED NMR SYSTEMS, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 Basis of Presentation
The historical consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries,
including MDI's wholly-owned subsidiaries and various majority-
owned or controlled partnerships and joint ventures. All
significant intercompany transactions have been eliminated in
consolidation.
The pro forma adjustments to the Pro Forma Condensed Balance
Sheet reflect the GE Transaction as if it had occurred on June
30, 1997. The pro forma adjustments to the Pro Forma Condensed
Statement of Operations reflect the MDI merger with USD in
February 1997 as if it had occurred on October 1, 1995.
Note 2 Pro Forma Adjustments to Pro Forma Condensed Balance Sheet
As of June 30, 1996
---------------------------------
(In Thousands, except price per
share)
Debit (Credit)
Cash 5,132
Inventory (482)
Equipment (147)
Current portion of long-
term and capital lease 121
obligations
Long-term debt and
capital lease 72
obligations, less
current portion
Preferred stock (2,700)
Accumulated deficit (1,996)
To reflect GE transaction
as of June 30, 1997 based
on following schedules.
Sale:
Selling price 2,625
Book value of assets
sold:
Inventory (482)
Equipment (147)
-----
Gain on sale 1,996
=====
Investment:
Preferred shares 27
issued
Price per share $ 100
-----
Purchase price 2,700
-----
Cash received:
Selling price, above 2,625
Lease obligations
assumed:
Short-term lease (121)
Long-term (72)
Investment, above 2,700
-----
Total cash received 5,132
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<PAGE>
ADVANCED NMR SYSTEMS, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 3 Pro Forma Adjustments to Pro Forma Condensed Statement of
Loss
Twelve months
Nine months ended
ended September 30,
June 30, 1996 1996
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(In Thousands) (In Thousands)
Debit (Credit) Debit (Credit)
Remove income for MDI
Imaging Services Business
Net patient service 8,424 20,770
revenue
Management fees and other 287 653
Cost of service operation (5,788) (13,237)
Selling, general and (1,254) (3,419)
administrative
Provision for bad debt (657) (1,738)
and collection costs
Other income 126
Interest income 1 31
Interest expense (807) (1,848)
Minority interest in net
income of consolidated (208) (846)
subsidiaries
Reverse loss on sale of MDI
imaging business
Loss on sale of imaging
business (9,232)
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ADVANCED NMR SYSTEMS, INC.
(Registrant)
Dated: September 19, 1997 By: /s/Steven J. James
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Name: Steven J. James
Title: Chief Financial Officer
