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: October 29, 1997
IMNET Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction of Incorporation)
0-26306 39-1730068
(Commission File Number) (I.R.S. Employer Identification No.)
3015 Windward Plaza, Windward Fairways II, Atlanta, Georgia 30005-7448
(Address of Principal Executive Offices) (Zip Code)
(770) 521-5600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed since Last Report)
487065.1
<PAGE>
ITEM 5. OTHER EVENTS
On October 29, 1997, IMNET Systems, Inc. (the "Company") published a press
release announcing its financial results for the three month period ending
September 30, 1997. On November 6, 1997 the Company published a press release
announcing certain management changes. Copies of each press release are attached
hereto as Exhibits 99.1 and 99.2, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial statements of business acquired.
Not applicable
b. Pro forma financial information.
Not applicable
c. Exhibits.
The following exhibits are filed with this report:
Exhibit No. Title
___________ ______
99.1 Press Release dated October 29, 1997
99.2 Press Release dated November 6, 1997
SIGNATURE
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.
IMNET Systems, Inc.
Dated: November 11, 1997 By:/s/ Raymond L. Brown
____________________
Raymond L. Brown
Senior Vice President - Business
Development
487065.1
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EXHIBIT INDEX
-------------
Exhibit No. Title
- ----------- -----
99.1 Press Release dated October 29, 1997
99.2 Press Release dated November 6, 1997
451906.2
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<PAGE>
EXHIBIT 99.1
451906.2
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CONTACT: RAYMOND L. BROWN FOR IMMEDIATE RELEASE
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(770) 521-5602
IMNET SYSTEMS, INC.
ANNOUNCES FIRST QUARTER
FISCAL YEAR 1998 FINANCIAL RESULTS
ATLANTA, GA., OCTOBER 29, 1997 - IMNET Systems, Inc.
(Nasdaq/NMS:IMNT) today announced first quarter fiscal 1998 financial results.
The results were in line with the Company's preliminary announcement which was
made on October 6, 1997. Revenue for the quarter was $8.0 million, a 17%
decrease over first quarter fiscal 1997 revenue of $9.7 million. The Company
reported a first quarter loss of $3.1 million or $0.32 per share, compared to
earnings before non-recurring charges of $1.4 million or $0.14 per share in the
first quarter of fiscal 1997.
The Company received $10.7 million in new orders in the first
quarter of fiscal 1998. The backlog of signed contracts for systems and services
not yet delivered was $53.7 million at the end of the first quarter of fiscal
1998, a 94% increase over the first quarter fiscal 1997 backlog of $27.7
million. On a consecutive quarter basis, the backlog increased $2.7 million, or
5%, from the fourth quarter fiscal 1997 backlog of $51.0 million.
IMNET Systems, Inc. develops and markets electronic healthcare
information management systems that capture, index, store, retrieve and display
financial information, clinical information and medical images. The IMNET
Electronic Information Warehouse(TM), which supplies the missing link for the
implementation of the Electronic Patient Record, is a true enterprise-wide
solution that integrates with software from most leading Healthcare Information
Systems providers. IMNET's World-Wide Web site address is www.IMNET.com.
Note regarding Private Securities Litigation Reform Act: Statements
made by IMNET which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995.
IMNET's future financial performance could differ significantly from that set
forth herein, and from the
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<PAGE>
expectations of management. Important factors that could cause IMNET's financial
performance to differ materially from past results and from those expressed in
any forward looking statements include, without limitation, its limited
operating history, variability in quarterly operating results, customer
concentration, product acceptance, a long sales and delivery cycle, a backlog
that includes long-term contracts, dependence on business partners, ability to
manage growth, emerging technological standards, and risks associated with
acquisitions. For further information on these and other risk factors, please
refer to IMNET's Form 10-K for the year ended June 30, 1997, including the
"Business-Risk Factors" section thereof.
IMNET SYSTEMS, INC.
UNAUDITED FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1997 1996
<S> <C> <C>
Revenue...................................................... $ 7,970 $9,659
Net Income (loss)............................................ $(3,148) $1,396*
Net Income (loss) Per Share.................................. $ (0.32) $ 0.14*
Weighted Average Outstanding Shares and shares equivalent.... 9,757 9,999
</TABLE>
* Excludes a non-recurring charge of $749,545 ($0.07 per share) related to
acquisition costs associated with the Hunter International, Inc.
acquisition completed in the Company's first quarter of fiscal 1997 ended
September 30, 1996.
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<PAGE>
IMNET SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER JUNE,
30, 30,
1997 1997
------ ------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,304,252 $ 9,132,631
Marketable securities 8,674,354 11,606,287
Trade accounts receivable, net 30,848,597 33,858,910
Inventories 1,871,084 2,100,060
Refundable income tax 1,929,146 --
Prepaid expenses and other current assets 2,694,961 2,136,686
-------------- -------------
Total current assets 54,322,394 58,834,574
Noncurrent trade accounts receivable -- 233,949
Property and equipment, net 6,480,031 6,242,243
Computer software development costs, net 3,229,839 2,556,663
Acquired technology, net 133 174,383
Advance royalties, net 6,779,893 6,919,179
Other intangibles, net 1,460,008 1,542,737
Goodwill, net 9,048,412 9,349,174
-------------- -------------
$ 81,320,710 $ 85,852,902
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,355,611 $ 3,026,276
Accrued expenses 10,040,373 9,471,314
Income taxes payable 1,161,220 2,379,220
Deferred revenue 839,215 1,186,388
-------------- -------------
Total current liabilities 14,396,419 16,063,198
Stockholders' equity:
Common stock, $.01 par value. Authorized 25,000,000
shares; 9,798,353 shares issued and 9,760,716 shares
outstanding at
September 30, 1997 and 9,741,737 shares issued and 97,984 97,794
9,779,374 shares outstanding at June 30, 1997
Additional paid-in capital 83,669,202 83,378,585
Treasury stock, 37,637 shares, at cost (148,417) (148,417)
Accumulated deficit (16,685,811) (13,538,258)
Cumulative foreign currency translation adjustment (8,667) --
-------------- --------------
Total stockholders' equity 66,924,291 69,789,704
-------------- ---------------
$ 81,320,710 $ 85,852,902
============== ===============
</TABLE>
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<PAGE>
IMNET SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1997 1996
---- ----
<S> <C> <C>
Revenues:
System sales $ 5,525,652 $ 7,694,820
Maintenance and professional services 2,444,351 1,964,454
-------------- -----------
Total revenues 7,970,003 9,659,274
-------------- -----------
Operating expenses:
Cost of system sales 3,991,274 2,093,491
Cost of maintenance and professional services 1,413,428 1,476,539
Sales and marketing 3,574,290 2,648,795
Research and development 2,063,467 1,149,873
General and administrative 2,256,759 1,387,005
Non-recurring charges -- 749,545
-------------- -----------
Total operating expenses 13,299,218 9,505,248
-------------- -----------
Operating income (loss) (5,329,215) 154,026
Interest and other income, net 252,516 492,209
-------------- -----------
Income before income taxes (5,076,699) 646,235
Income taxes 1,929,146 --
-------------- -----------
Net income (loss) $ (3,147,553) $ 646,235
============== ===========
Net income (loss) per common share $ (0.32) $ 0.07
============== ===========
Weighted average outstanding common shares and common
share equivalents 9,756,653 9,998,714
============== ===========
</TABLE>
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<PAGE>
Exhibit 99.2
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Contact: Kenneth D. Rardin For Immediate Release
Chairman and
Chief Executive Officer
(770) 521-5600
IMNET Systems, Inc.
Announces Management Changes
Atlanta, GA., November 6, 1997 - IMNET Systems, Inc. (Nasdaq/NMS:IMNT)
today announced a restructuring and reassignment of responsibilities of its
management team. James A. Gilbert, President and Chief Operating Officer has
requested early retirement to meet certain family commitments. Mr. Gilbert will
remain with the Company through June, 1998, and will remain a member of the
Board of Directors until the next annual meeting of stockholders. Kenneth D.
Rardin, Chairman and Chief Executive Officer, will assume most of Mr. Gilbert's
day-to-day responsibilities. Raymond L. Brown, Senior Vice President and Chief
Financial Officer, will assume the role of Senior Vice President - Business
Development. In addition, Scott A. Remley will join the Company as Senior Vice
President and Chief Financial Officer.
Kenneth D. Rardin, Chairman and Chief Executive Officer of IMNET, said, "As
a Company, we must continue to build the management infrastrucure in order to
ensure our ongoing success. We appreciate the contributions Jim Gilbert has
made. We respect his decision and are pleased that he will remain with the
Company through June. Ray Brown and I will continue to work closely together as
a team in an area I view as an integral component of the Company's overall
business strategy. Given Ray's expertise and experience in this area, the
Company and its stockholders will be well served."
Mr. Rardin further noted that "These changes left IMNET with an open
position - that of Senior Vice President and Chief Financial Officer. I am
delighted to announce that Scott Remley will become Senior Vice President and
Chief Financial Officer. We believe Scott is uniquely qualified. As a healthcare
information analyst, he has demonstrated an in-depth knowledge of IMNET and its
industry. Prior to his position for the last two years with The
Robinson-Humphrey Company, Scott was Vice President, Chief Financial Officer of
Health Management Systems, Inc. (Nasdaq/NMS:HMSY) from 1990 to 1995. Prior to
that he was a Partner with the audit firm, KPMG Peat Marwick LLP."
IMNET Systems, Inc. develops and markets electronic healthcare information
management systems that capture, index, store, retrieve and display financial
information, clinical information and medical images. The IMNET Elecronic
Information Warehouse TM, which supplies the missing link for the implementation
of the Electronic Patient Record, is a true enterprise-wide solution that
integrates with software from most leading Healthcare Information Systems
providers. IMNET's World-Wide Web site address is www.IMNET.com.
Note regarding Private Securities Litigation Reform Act: Statements made by
IMNET which are not historical facts, including projections, statements of
plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995.
IMNET's future financial performance could differ significantly from that set
forth herein, and from the expectations of management. Important facors that
could cause IMNET's financial performance to differ materially from past results
and from those expressed in any forward looking statements, include, without
limitation, its limited operating history, variability in quarterly operating
results, customer concentration, product acceptance, a long sales and delivery
cycle, a backlog that includes long-term contracts, dependence on business
partners, ability to manage growth, emerging technological standards, and risks
associated with acquisitions. For further information on these and other risk
factors, please refer to IMNET's Form 10-K for the year ended June 30, 1997,
including the "Business-Risk Factors" section thereof.
###
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