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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 1998
HEALTHCARE IMAGING SERVICES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 000-19636 22-3119929
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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200 Schulz Drive, Red Bank, New Jersey 07701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 224-9292
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Effective as of October 1, 1998, HealthCare Imaging Services,
Inc. (the "Company") acquired (the "Beran Acquisition") substantially all of
the assets and properties of Echelon MRI, P.C., Mainland Imaging Center, P.C.,
North Jersey Imaging Management Associates, L.P., Bloomfield Imaging
Associates, P.A. and Irving N. Beran, M.D., P.A. (collectively the "Beran
Entities") that pertain to three (3) diagnostic imaging facilities, one
radiology/x-ray/ultrasound facility and certain other radiology facilities
operated by the Beran Entities. Filed as an exhibit hereto are an unaudited
consolidated balance sheet of the Company as of October 31, 1998 and
unaudited consolidated statements of income of the Company for the one month
and ten month periods ended October 31, 1998, in each case presenting the
Company's financial position and results of operation after consummation of the
Beran Acquisition.
In the opinion of management, the unaudited consolidated
condensed financial statements filed herewith contain all adjustments necessary
to present fairly the Company's financial position as of October 31, 1998 and
the related statements of income for the one month and ten month periods
then ended. Certain information and footnote disclosures normally included in
annual financial statements have been omitted from the accompanying interim
consolidated financial statements.
The results of operation for the one month and ten month periods
ended October 31, 1998 are not necessarily indicative of the results of
operations expected for the year ending December 31, 1998 or any other period.
The unaudited consolidated condensed financial statements filed herewith should
be read in conjunction with the consolidated financial statements and notes
thereto contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, which is on file with the Securities and Exchange
Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits
99.1 Unaudited Financial Statements.
1. Unaudited Consolidated Balance Sheet of
HealthCare Imaging Services, Inc. as of
October 31, 1998.
2. Unaudited Consolidated Statements of Income
of HealthCare Imaging Services, Inc. for the one
month and ten month periods ended October 31,
1998.
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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 hereunto duly authorized.
HEALTHCARE IMAGING SERVICES, INC.
(Registrant)
Dated: December 7, 1998 By: /s/ Elliott H. Vernon
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Name: Elliott H. Vernon
Title: Chairman of the Board,
President and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Page No.
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(99.1) Unaudited Financial Statements.
1. Unaudited Consolidated Balance Sheet of
HealthCare Imaging Services, Inc. as of
October 31, 1998.
2. Unaudited Consolidated Statements of Income
of HealthCare Imaging Services, Inc. for the
one month and ten month periods ended
October 31, 1998.
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HEALTHCARE IMAGING SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
October 31,
1998
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ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 1,316,091
Accounts receivable - net 13,723,418
Prepaid expenses and other 167,111
Loans receivable 2,516,667
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Total current assets 17,723,287
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Property, plant and equipment - net 9,943,340
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Other assets:
Advances to licensee 195,023
Goodwill - net 12,971,182
Due from officer 264,125
Other assets 1,249,056
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Total other assets 14,679,386
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Total assets $42,346,013
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under revolving line of credit $ 2,856,951
Accounts payable and accrued expenses 1,884,626
Current portion of long-term debt and capital lease
obligations 15,644,931
Income taxes payable 21,322
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Total current liabilities 20,407,830
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Noncurrent liabilities:
Long-term debt and capital lease obligations 3,569,376
Reserve for restructuring costs 277,253
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Total noncurrent liabilities 3,846,629
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Minority interest 896,288
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Stockholders' equity:
Preferred stock - Series C 1,150
Preferred stock - Series D 87
Common stock 112,765
Additional paid-in capital 22,961,311
Accumulated deficit (5,880,047)
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Total stockholders' equity 17,195,266
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Total liabilities and stockholders' equity $42,346,013
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HEALTHCARE IMAGING SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Month Ten Months
Ended Ended
October 31, 1998 October 31, 1998
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(UNAUDITED) (UNAUDITED)
Revenues: $2,305,401 $12,065,602
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Operating Expenses:
Salaries 659,176 3,279,206
Other operating expenses 440,112 2,595,328
Films and supplies 70,532 471,418
Equipment maintenance and repairs 77,411 491,224
Consulting and marketing fees 32,085 545,446
Professional fees 51,911 422,885
Depreciation and amortization 257,100 1,519,999
Interest 290,275 845,052
Gain on sale of equipment -- (151,767)
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1,878,602 10,018,791
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Income before minority interests
in joint ventures and income taxes 426,799 2,046,811
Minority interests in joint ventures (55,900) (435,850)
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Income before income taxes 370,899 1,610,961
Income tax provision 4,336 36,836
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Net income 366,563 1,574,125
Preferred dividends 61,022 61,022
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Net income available to common
shareholders $ 305,541 $ 1,513,103
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