DIAGNOSTIC IMAGING SERVICES INC /DE
10QSB, 1997-08-18
MEDICAL LABORATORIES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549


                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended: September 30, 1996       Commission File Number: 33-37418

                        DIAGNOSTIC IMAGING SERVICES, INC.
               (Exact name of registrant as specified in charter)

           Delaware                             33-0443404
      (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)            Identification No.)

      1516 Cotner Avenue
      Los Angeles, California                   90025
      (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (310) 479-0399


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                  Yes           No    X

Number of shares  outstanding  of the issuer's  common stock as of June 12, 1997
was 11,310,110.


Transitional Small Business Disclosure Format.  Yes        No    X


<PAGE>

<TABLE>


DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
- ------------------------------------------------------------------------------


CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996.
(UNAUDITED)
- ------------------------------------------------------------------------------




<S>                                                                    <C>

Assets:
Current Assets:
  Cash                                                                  $     5,841
  Accounts Receivable - Net                                               5,677,939
  Other Current Assets                                                      392,748
  Net Assets Held for Divestiture                                            29,317
                                                                        -----------

  Total Current Assets                                                    6,105,845

Property, Plant and Equipment - Net                                      21,618,316
                                                                        -----------

Other Assets:
  Accounts Receivable - Net                                                 316,102
  Goodwill - Net                                                          7,146,759
  Other Intangibles - Net                                                 1,663,675
  Other Assets                                                              561,372
                                                                        -----------

  Total Other Assets                                                      9,687,908

  Total Assets                                                          $37,412,069



See Notes to Consolidated Financial Statements.

                                         1
</TABLE>

<PAGE>


<TABLE>

DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
- ------------------------------------------------------------------------------


CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996.
(UNAUDITED)
- ------------------------------------------------------------------------------



<S>                                                                   <C> 

Liabilities and Shareholders' Deficit:
Current Liabilities:
  Cash Overdraft                                                        $   659,406
  Accounts Payable                                                        1,498,650
  Accrued Expenses                                                        3,447,316
  Accrued Professional Fees                                               1,409,207
  Due to Related Parties                                                  1,884,618
  Notes Payable and Capital Leases                                       11,779,446
                                                                        -----------

  Total Current Liabilities                                              20,678,643

Long-Term Liabilities:
  Notes Payable and Capital Leases                                       18,393,154
  Accrued Professional Fees                                                  78,453

  Total Long-Term Liabilities                                            18,471,607

Minority Interest                                                                --

Commitments and Contingencies                                                    --

Shareholders' Deficit:
  Preferred Stock - Series F, $.01 Par Value, 5,000,000
Shares Authorized, 2,482,000    Shares Issued and Outstanding, 
Stated Liquidation Preference of $2,482,000                                24,820

  Preferred Stock - Series G, $.01 Par Value, 5,000,000 
Shares Authorized, 2,000,000    Shares Issued and Outstanding, 
Stated Liquidation Preference of $2,000,000                                20,000

  Common Stock - $.01 Par Value, 20,000,000 Shares Authorized; 
11,463,956   Shares Issued; and 11,310,110 Shares Outstanding             114,639

  Additional Paid-in Capital - Common Stock                               4,251,059

  Additional Paid-in Capital - Preferred Stock - Series F                   226,409

- - Additional Paid-in Capital - Preferred Stock - Series G                   182,441

  Stock Purchase Warrants                                                 1,175,317

  Deferred Compensation                                                    (790,901)

  Subscriptions Receivable                                                  (10,994)

  Accumulated Deficit                                                    (6,929,433)

  Treasury Stock - 153,846 Shares of Common Stock - At Cost                  (1,538)
                                                                        -----------

  Total Shareholders' Deficit                                            (1,738,181)

  Total Liabilities and Shareholders' Deficit                           $37,412,069

See Notes to Consolidated Financial Statements.

                                         2
</TABLE>

<PAGE>

<TABLE>


DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
- ------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
- ------------------------------------------------------------------------------



                                                              Nine months ended
                                                                September 30,
                                                             1 9 9 6       1 9 9 5
                                                             -------       -------
<S>                                                       <C>           <C>    

Revenue:
  Net Patient Service Revenue                              $17,017,250  $21,461,468
                                                           -----------  -----------

Expenses:
  Cost of Services                                         12,823,365    15,111,633
  General and Administrative                                2,646,789       867,719
  Depreciation and Amortization                             2,932,609     2,999,071
  (Gain) Loss on Sale or Divestiture                         (514,631)           --
                                                           ----------   -----------

  Total Expenses                                           17,888,132    18,978,423
                                                           ----------   -----------

  Operating (Loss) Income                                    (870,882)    2,483,045

Interest Expense                                           (2,664,710)   (2,682,598)
                                                           ----------   -----------

  Loss Before Income Taxes and Minority Interest in
   Loss of Subsidiaries                                    (3,535,592)     (199,553)

Income Tax Provision                                               --            --

Minority Interest in Loss of Subsidiaries                      64,208        48,353
                                                           ----------   -----------

  Net Loss                                                 $(3,471,384) $  (151,200)
                                                           ===========  ===========

  Net Loss Per Share                                       $     (.33)  $      (.04)
                                                           ==========   ===========

  Weighted Common Shares Outstanding                       10,464,728     8,585,054
                                                           ==========   ===========




See Notes to Consolidated Financial Statements.

                                         3

<PAGE>


</TABLE>
<TABLE>

DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
- ------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- ------------------------------------------------------------------------------


                                                              Nine months ended
                                                                September 30,
                                                             1 9 9 6       1 9 9 5
                                                             -------       -------
<S>                                                        <C>          <C>

Net Cash - Operating Activities                            $   97,511   $   749,201
                                                           ----------   -----------

Investing Activities:
  Purchase of Property, Plant and Equipment                  (139,207)   (2,514,665)
  Acquisitions of Operating Entities                         (200,000)     (890,000)
  Proceeds from Sales of Divisions                          1,028,000            --
  Payments for Intangible Assets                              (50,633)     (449,276)
  Payments for Deposits and Other Assets                     (222,012)     (490,847)
                                                           ----------   -----------

  Net Cash - Investing Activities                             416,148    (4,344,788)
                                                           ----------   -----------

Financing Activities:
  Cash Overdraft                                              659,406            --
  Proceeds from Borrowings on Notes Payable                 1,571,775     7,075,154
  Principal Payments on Notes and Leases                   (7,452,110)   (5,379,472)
  Proceeds from the Issuance of Common Stock                3,000,000     1,688,405
  Loans from Related Parties                                1,769,325       211,500
  Payments to Related Parties                                 (21,707)           --
  Payments to Joint Ventures Partners                         (52,500)           --
                                                           ----------   -----------

  Net Cash - Financing Activities                            (525,811)    3,595,587
                                                           ----------   -----------

  Net Decrease in Cash                                        (12,152)           --

Cash - Beginning of Periods                                    17,993            --
                                                           ----------   -----------

  Cash - End of Periods                                    $    5,841   $        --
                                                           ==========   ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
   Interest                                                $3,034,977   $ 2,304,156

</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:
  The Company entered into capital leases of $1,316,110 in the nine months ended
September 30, 1996.

  During the nine months ended September 30, 1996, the Company  acquired medical
equipment of  approximately  $395,000 as part of the  Healthcare  Imaging Center
acquisition along with the assumption of notes payable of $160,000, and accounts
payable and accrued expenses of $44,575 thereon.

  The Company converted accrued  maintenance costs with two outside vendors into
various notes payable  totaling  approximately  $510,000  during the nine months
ended September 30, 1996.



See Notes to Consolidated Financial Statements.

                                         4

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ------------------------------------------------------------------------------


(1) Summary of Significant Accounting Policies

Significant  accounting  policies  of  Diagnostic  Imaging  Services,  Inc.  and
affiliates  are set  forth in the  Company's  Form  10-KSB  for the  year  ended
December 31, 1995 as filed with the Securities and Exchange Commission.

(2) Basis of Presentation

The accompanying  interim  consolidated  financial  statements are unaudited and
have been prepared in accordance with generally accepted  accounting  principles
and the  instructions  to Form  10-QSB  and Rule 10-01 of  Regulation  S-X and ,
therefore,  do not include all  information  and footnotes  necessary for a fair
presentation  of financial  position,  results of  operations  and cash flows in
conformity with generally accepted accounting  principles for complete financial
statements;  however,  in the  opinion of the  management  of the  Company,  all
adjustments  consisting  of normal  recurring  adjustments  necessary for a fair
presentation of financial position, results of operations and cash flows for the
interim periods ended September 30, 1996 and 1995 have been made. The results of
operations for any interim period are not necessarily  indicative of the results
for the full year. These interim  consolidated  financial  statements  should be
read in conjunction with the consolidated financial statements and notes thereto
contained  in the  Company's  annual  report on Form  10-KSB for the fiscal year
ended December 31, 1995.

(3) Intangible Assets

The  Company's  goodwill of  $8,161,632 as of September 30, 1996 is shown net of
accumulated amortization of $1,014,873. Amortization expense for the nine months
ended September 30, 1996 was approximately $320,000.

Other  Intangible   Assets  consist  primarily  of  covenants  not  to  compete,
capitalized  loan fees and organization  costs.  The Company's  covenants not to
compete of  $2,005,196  as of  September  30, 1996 are shown net of  accumulated
amortization  of  $1,141,469.  Amortization  expense for the nine  months  ended
September  30,  1996  was  approximately   $295,000.   Organization   Costs  and
Capitalized Loan Fees of $1,083,867 are shown net of accumulated amortization of
$283,919.  Amortization expense for the nine months ended September 30, 1996 was
approximately $125,000.

(4) Due to Related Parties

At September 30, 1996,  DIS owed  approximately  $1,770,000  to Primedex  Health
Systems, Inc. ("PHS") as summarized by the following:

In March  1996,  PHS loaned  $1,000,000  to DIS  pursuant  to a  revolving  loan
agreement.  The loan  bears  interest  at the prime  rate,  as quoted by Bank of
America,  plus four percent.  Principal payments are to commence October 1996 at
the rate of $50,000 per month plus interest. All unpaid amounts are due on March
22,  2001.  During 1996,  PHS loaned DIS  approximately  $345,000 in  additional
non-interest bearing short-term working capital loans and accrued interest.

DIS entered into an  agreement  with PHS,  whereby PHS will  provide  management
services to DIS for a monthly fee of $45,000.  During March and April 1996,  the
Company  was  charged a  management  fee of  approximately  $100,00  per  month.
Additionally,  DIS and PHS entered into a second agreement which is being phased
in on a center by center basis which  provides  for PHS to supply  transcription
services,  patient scheduling, and billing and collection services. DIS will pay
an amount equal to 10% of its collections for each covered center.  During 1996,
DIS incurred  $425,000 in management  fees. The agreements  expire April 1, 2001
with an option to renew for an additional year.

As  of  December  31,  1995,   the  Company  owed  an  officer  of  the  Company
approximately  $137,000 for prior net loans made by him to the  Company.  During
the nine months ended  September  30,  1996,  the Company  repaid  approximately
$22,000 of these loans.

                                        5

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), Sheet #2
- ------------------------------------------------------------------------------



(5) Acquisitions and Divestitures

On March 1, 1996,  the assets and related  liabilities of Mission Bay Mobile MRI
Facility  L.P.  ("MBM") were assumed by Mobile  Technology,  Inc..  The transfer
resulted in a gain of approximately  $296,000.  On April 1, 1996,  substantially
all of the assets and  liabilities  of the  nuclear  medicine  business at North
County were sold to Tri-City Hospital  District for $230,000.  The sale resulted
in a net loss of $147,093 of which a $220,607  loss was recorded at December 31,
1995 and the difference of $73,444 was recorded in 1996.

During 1996,  the Company rented its PPS  "Montclair"  mobile unit to a hospital
with the  expectation of eventually  selling the unit to the hospital.  On April
30, 1996, the hospital terminated its rental agreement and the Company reclaimed
the unit and set-up an additional  loss reserve of  approximately  $119,000 with
the intention of selling the unit by year-end. The unit was temporarily moved to
Scripps Chula Vista as a replacement  for a rental unit  previously used at that
site.  Approximately  $30,000  remains in assets  held for  divestiture  for the
Company's PPS mobile unit.

(6)  Sale of Stock and Securities

On March 25, 1996, PHS purchased  2,747,493 shares of the Company's common stock
from the Company with a 5-year warrant to acquire an additional 1,521,739 shares
of the  Company's  common  stock at  $1.60  per  share  for  $3,000,000  and the
establishment  of a five year  $1,000,000  revolving loan with DIS. In addition,
PHS purchased 730,768 shares of common stock from DVI Financial  Services,  Inc.
for $1,000,000, giving PHS approximately 31% ownership of the Company. In August
1996,  PHS  purchased an  additional  3,228,046  shares of DIS common stock from
various related and unrelated parties for $3,252,046 increasing its ownership to
6,706,307  shares,  or  approximately  59% (excluding  shares on exercise of the
warrant).

PHS is a publicly traded, New York corporation organized in 1985 and principally
engaged  in  the  health  care  services   industry   through  its  wholly-owned
subsidiaries,  Radnet Management, Inc. and Future Diagnostics, Inc.. Radnet owns
and operates 17 medical  imaging  centers and is a joint venture  partner in two
other imaging centers.  Future  Diagnostics,  Inc. arranges for the provision of
imaging services throughout California via a network of more than 180 contracted
imaging centers,  which, in turn provide quality  diagnostic imaging services to
insurance companies, health plans and other payors. Additionally, FDI provides a
broad array of healthcare  management  services to its contracted centers and to
others  including  utilization  review,  physician  credentialing  and financial
information systems services.

(7)  Litigation

On April 10,  1996,  the Company was served  with a  complaint  entitled  Midway
Hospital Medical Center v. Diagnostic  Imaging Services,  Inc. filed in the U.S.
District Court,  Central District of California seeking payment of $116,056 plus
attorney's  fees based upon the  alleged  failure  of the  Company to  discharge
medical bills of a Company employee covered under the Company's health insurance
program.  The Company then commenced legal action against the Company's  outside
administrator  of its  health  insurance  program  alleging  that it  failed  to
properly  administer  that program and that if there is any liability to Midway,
it is the liability of the administrator. The administrator denied any liability
and filed a counterclaim  against the Company alleging that it is owed $141,658,
which the Company denied.  The Company has settled the action with regard to the
claim of Midway Hospital Medical Center for approximately  $60,000 and as to the
counterclaim of the administrator for approximately $95,000.

The Company is currently party to other  litigation,  none of which is deemed by
management to be material in nature.


                        .   .   .   .   .   .   .   .   .

                                        6

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------



Background

Diagnostic  Imaging Services,  Inc. ("DIS" or the "Company") was incorporated in
California  as an S-  Corporation  on June  27,  1986.  In 1992,  the  Company's
consolidated  operations consisted of non-invasive  diagnostic imaging services,
primarily with the use of ultrasound technology ("Ultrasound Division").  During
1992 and 1993,  DIS  established  one mobile MRI  business  and was the  general
partner of four limited  partnerships that provided diagnostic imaging services:
San Gabriel Valley Magnetic  Resonance Imaging Center ("SGV"),  Tarzana Regional
Medical Center Magnetic Resonance Imaging Center  ("Tarzana"),  Inland Community
Magnetic  Resonance Imaging Center ("Inland") and Temecula Valley Imaging Center
("Temecula"). DIS also provided management services for these entities.

In June 1993, DIS became the general partner and 70% owner of Mission Bay Mobile
MRI Facility,  L.P.  ("MBM").  In March 1996,  MBM's assets and liabilities were
assumed by an  unaffiliated  third  party;  the  transfer  resulted in a gain of
approximately  $296,000.  In December  1993,  Norman Hames,  President and Chief
Financial  Officer of DIS,  assigned  his shares in a  privately  held  company,
Diagnostic  Imaging  Services,   Inc.  ("Diagnostic")  to  a  newly  established
corporation, DIS Imaging, Inc., of which he was the sole shareholder. In January
1994,  DIS  Imaging,  Inc.  purchased  the  shares  held  by the  then  majority
shareholder of Diagnostic and all of his interests in certain partnerships which
Diagnostic managed.

During the months of January and February  1994,  DIS  purchased  the  remaining
limited partnership units of Tarzana, SGV and Inland. Additionally,  in February
1994,  DIS  purchased  the  assets of two  freestanding  multi-modality  imaging
centers: Thousand Oaks Medical Diagnostic Imaging ("MDI") and Parkside Radiology
("Parkside").  In April 1994, DIS opened Valley Regional Oncology Center,  Ltd.,
L.P. ("VROC"), a cancer care therapy center located in Temecula, California. DIS
is the general  partner and 75% owner of VROC. On September 2, 1994,  DIS merged
its operations with IPS Health Care,  Inc.  pursuant to an Agreement and Plan of
Reorganization  and an  Agreement  for the  Exchange  of Stock and  Assets  (see
Company's  Form 10-K for the year ended  December 31, 1994).  The Company's name
was then changed to Diagnostic  Imaging  Services,  Inc.. On September 22, 1994,
DIS purchased the assets of North County MRI and North County  Mediscan  ("North
County"  collectively).  The nuclear medicine  business of North County Mediscan
was subsequently sold for $230,000 in June 1996.

In January 1995, DIS assumed  ownership of West Los Angeles MRI ("WLA").  In the
first quarter of 1995, Inland was relocated from Montclair to Chino,  California
("Chino"). During this time, the center was closed for approximately two months.
In February 1995, DIS purchased the  outstanding  limited  partnership  units of
Santa Monica Imaging Center ("SMIC") and became its general  partner.  In August
1995, DIS purchased the assets of an X-Ray,  mammography,  and basic  ultrasound
center in Murrieta, California ("Murrieta").

On March 25,  1996,  DIS issued  2,747,493  shares of its common  stock  (with a
five-year warrant to purchase an additional  1,521,739 shares of common stock at
$1.60 per share) to Primedex Health Systems, Inc. ("PHS") for $3,000,000 and the
establishment of a five-year revolving $1,000,000 line of credit for DIS. PHS is
a  publicly-traded  New York  corporation  organized in 1985 and is  principally
engaged in the healthcare services industry in California. DIS also entered into
two  five-year  management  service  agreements  with PHS.  The first  agreement
relates to DIS's overall corporate operations and provides that PHS will provide
for all office  maintenance  for the DIS  facilities,  administer  its personnel
program,  bookkeeping and payroll  services as well as certain of its accounting
services.  In  addition,   PHS  provides  advice  to  DIS  with  regard  to  its
accreditation  program and negotiates on behalf of DIS for equipment,  supplies,
service and insurance.  DIS agreed to pay $45,000 per month for these  services.
Additionally,  DIS entered into a second  agreement which will be phased in on a
center by center basis which provides for PHS to supply transcription  services,
patient scheduling,  billing and collection services. All costs of equipment and
training are the  responsibility of PHS. DIS will pay PHS an amount equal to 10%
of its collections from each covered center for such services.

                                        7

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------



Background (Continued)

As of  September  30,  1996,  through  various  transactions  with  related  and
unrelated  parties,  PHS acquired an additional  3,228,046  shares of DIS common
stock bringing its total ownership to 6,706,307 shares, or approximately 59%.

In May 1996,  Integrated  Cardiovascular  Systems,  Inc. ("ICVS") was sold to an
unaffiliated  third  party for  $798,000  resulting  in a gain of  approximately
$313,000.  In addition,  the Company also  consolidated  SMIC's non-MRI business
with  Parkside  during the month.  In August  1996,  DIS acquired the assets and
liabilities of HealthCare  Imaging  Center ("HCI") in Riverside,  California for
$200,000  resulting in goodwill of $10,000.  In September  1996,  DIS opened the
Camarillo Imaging Center ("Camarillo"), a start-up operation utilizing equipment
transferred from other sites.

Discussion of Operations for the Nine Months Ended September 30,
 1996 vs. September 30, 1995

The  following  discussion  relates to the  continuing  activities of Diagnostic
Imaging Services, Inc..

Results of Operations

For the nine  months  ended  September  30,  1996,  the  Company had a loss from
operations  of $870,882.  For the nine months  ended  September  30,  1995,  the
Company had operating  income of  $2,483,045.  Net revenue was  $17,017,250  and
$21,461,468 for the nine months ended September 30, 1996 and 1995, respectively.
The decrease in net revenue was primarily attributable the sale of MBM, ICVS and
the  nuclear  medicine  business at North  County,  the  downsizing  of SMIC and
increased contractual adjustments on accounts receivable.

Total  expenses  were  $17,888,132  and  $18,978,423  for the nine months  ended
September 30, 1996 and 1995,  respectively.  The primary increase was in general
and  administrative  expenses which increased from $867,719 to $2,646,789 in the
nine months ended September 30, 1995 and 1996,  respectively.  In 1996,  billing
and  management  fees increased  approximately  $500,000 with the agreement with
PHS,  corporate  salaries  increased  approximately  $150,000,  medical supplies
increased  approximately $650,000 with the loss of rebates and purchase credits,
outside services increased  approximately $210,000 for legal and accounting fees
and the Company wrote-off an employment contract for approximately $120,000.

For the nine months  ended  September  30, 1996 and 1995,  interest  expense was
$2,664,710  and  $2,682,598,   respectively.   Interest  expense  was  primarily
attributable to equipment financing and lines of credit charges.

For the nine months  ended  September  30, 1996 and 1995,  the Company had a net
loss of $3,471,384 and $151,200, respectively.



                                        8

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------



Liquidity and Capital Resources

Cash decreased for the nine months ended  September 30, 1996 and 1995 by $12,152
and $-0-, respectively.

Cash generated from investing activities for the nine months ended September 30,
1996 was $416,148.  Cash utilized for investing  activities  for the nine months
ended September 30, 1995 was $4,344,788.  In the nine months ended September 30,
1995, the Company  acquired  substantially  all of the partnership  interests of
Santa Monica Imaging center for $670,000 in cash and purchased certain assets of
Golden  Triangle  Radiology and Medical Group  Imaging,  Inc.  ("Murrieta")  for
$220,000 in cash.  In the nine months  ended  September  30,  1996,  the Company
acquired the assets and  liabilities  of HealthCare  Imaging  Center ("HCI") for
$200,000 in cash and  generated  proceeds from the sales of ICVS and the nuclear
medicine  business  at North  County of  $1,028,000.  In  addition,  the Company
purchased property and equipment and other assets of approximately  $410,000 and
$3,450,000 for the nine months ended September 30, 1996 and 1995, respectively.

Cash utilized for financing  activities for the nine months ended  September 30,
1996 was $525,811.  Cash generated from financing activities for the nine months
ended September 30, 1995 was $3,595,587. For the nine months ended September 30,
1996, $7,452,110 was made in debt and lease payments,  approximately  $1,770,000
was borrowed from related  parties,  approximately  $1,570,000 was borrowed from
notes  payable,  $3,000,000  in proceeds  were  received from the sale of common
stock to PHS, and the Company had a cash  overdraft of  approximately  $660,000.
For the nine months ended  September 30, 1995,  $5,379,472  was made in debt and
lease  payments,  $7,075,154  was advanced from  borrowings on notes payable and
approximately  $1,690,000  in proceeds were received from the sale or conversion
of debt into common stock.

At  September  30,  1996,  the  Company  had a net  working  capital  deficit of
$14,572,798,  a decrease of $4,681,515  from December 31, 1995. A key reason for
the  decrease  was the  reclassification  of the  Company's  lines of  credit as
current  liabilities.  Approximately  $4,250,000 and $8,000,000 was  outstanding
under the Company's lines of credit at September 30, 1996 and December 31, 1995,
respectively.  In 1996, DIS reduced its outstanding lines by $3,000,000 with the
proceeds from the sale of common stock to PHS.

In June 1994,  the Company  entered into a $2,500,000  revolving term note ("A")
agreement  with  a  financial  institution,  which,  at  the  time,  was  also a
shareholder of the Company, to replace a previous line of credit agreement dated
January 1994. Revolving term note "A" is collateralized by all eligible accounts
receivable  as defined in the  agreement.  In August 1994,  the maximum level of
borrowings  was  increased  to  $3,500,000  and  in  June  1995,   increased  to
$4,000,000.  During 1995 the amount outstanding has, from time to time, exceeded
maximum borrowings available under the agreement. In September 1995, the company
entered into a second  $4,000,000  revolving term note ("B")  agreement with the
same   financial   institution.   Revolving  note  "B"  is   collateralized   by
substantially all of the Company's assets.

Under  revolving note "A", due June 1997,  the Company may borrow  approximately
53% of the eligible accounts receivable,  to a maximum of $4,000,000.  Borrowing
under this line are repayable  with interest at an annual rate of the prime rate
plus 3-1/2%,  payable monthly. At September 30, 1996,  approximately  $3,875,000
was  outstanding  under  this  line.  The  revolving  term note "B"  matures  in
September  1997 and bears  interest at the prime rate plus 3-1/2% for borrowings
under this agreement up to $2,000,000 and plus 10% for any borrowings  exceeding
$2,000,000 payable monthly.  At September 30, 1996,  approximately  $380,000 was
outstanding under this line.

                                        9

<PAGE>



DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------



Liquidity and Capital Resources (Continued)

The Company's  future  payments for debt and equipment  under capital leases for
the next five years,  assuming lines of credit are paid and not renewed, will be
approximately $14,840,000,  $6,415,000,  $6,190,000,  $5,600,000 and $3,770,000,
respectively. The September 30, 1996 lines of credit balances were approximately
$4,250,000. Interest expense (assuming lines of credit are paid in full) for the
Company  for the next  five  years,  included  in the  above  payments,  will be
approximately  $3,060,000,   $1,840,000.   $1,310,000.  $725,000  and  $275,000,
respectively.

                                       10

<PAGE>


DIAGNOSTIC IMAGING SERVICES, INC. AND AFFILIATES
- ------------------------------------------------------------------------------


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.


                                Diagnostic Imaging Services, Inc. and Affiliates
                                          (Registrant)
August 18, 1997                              By:  /s/ Norman Hames
                                                ------------------
                                             Norman Hames, President, Principal
                                               Executive Officer and Director




                                       11




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statement of operations filed
as part of the quarterly report on Form 10-Q and is qualified in its entirety
by reference to such quarterly report on Form 10-Q.
   
</LEGEND>
                        

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   SEP-30-1996
<CASH>                                         5,841
<SECURITIES>                                   0
<RECEIVABLES>                                  5,667,939
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               6,105,845
<PP&E>                                         21,618,316
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 37,412,069
<CURRENT-LIABILITIES>                          20,678,643
<BONDS>                                        0
                          0
                                    44,820
<COMMON>                                       114,639
<OTHER-SE>                                     (1,897,640)
<TOTAL-LIABILITY-AND-EQUITY>                   37,412,069
<SALES>                                        17,015,250
<TOTAL-REVENUES>                               17,015,250
<CGS>                                          12,823,365
<TOTAL-COSTS>                                  5,064,767
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             2,664,710
<INCOME-PRETAX>                                (3,471,384)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (3,471,384)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (3,471,384)
<EPS-PRIMARY>                                  (.33)
<EPS-DILUTED>                                  (.33)
        


</TABLE>


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