U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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US DIAGNOSTIC INC.
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Full Name of Registrant (Former Name if Applicable)
777 S. FLAGLER DR., SUITE 1201 EAST
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Address of Principal Executive Office (Street and Number)
WEST PALM BEACH, FLORIDA 33401
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III--NARRATIVE
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The registrant is unable to file the subject report within the prescribed time
period because the preparation of the financial statements to be included in the
subject report, and the audit thereof, have not been completed. This extension
is primarily due to the complexity of accounting for an expected pre-tax charge
during the fourth quarter of approximately $90 million related primarily to the
impairment of goodwill of certain imaging centers acquired during 1995 and 1996,
and accounting for the tax consequences thereof.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
WAYNE MOOR 561 832-0006
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
US DIAGNOSTIC INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1998 By: /s/ Joseph A. Paul
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Name: JOSEPH A. PAUL
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Title: CHIEF EXECUTIVE OFFICER
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It is anticipated that the registrant's results of operations for the year ended
December 31, 1997 will have changed significantly from its results of operations
for the year ended December 31, 1996. Disclosure of such anticipated changes to
the extent known at this time, have been made in a press release issued by the
registrant on March 31, 1998, a copy of which is attached as an Annex. 1. See
Part III.
ANNEX 1
US DIAGNOSTIC INC.
INVESTOR CONTACT:
Randy C. Sklar EVP
Investor Relations
(561) 833-1495 ext. 233
website: www.usdl.com
For Immediate Release
US DIAGNOSTIC INC. REPORTS
THE SALE OF MEDICAL DIAGNOSTICS, INC.
West Palm Beach, FL, March 31, 1998 - US Diagnostic Inc. (NASDAQ:USDL) announced
today that it has entered into a definitive agreement to sell certain non-core
assets, specifically the Company's mobile subsidiary Medical Diagnostics, Inc.
("MDI") to Alliance Imaging Inc. for $35.6 million in cash, including assumption
of debt. The agreement, which is subject to Hart-Scott-Rodino clearance is
expected to close in May. The proceeds of the sale will be used to reduce the
Company's debt and to bolster the Company's cash reserves, which have been
negatively affected by the events of 1997. Mobile imaging operations do not
conform with the Company's core business of fixed site MRI and multimodality
imaging centers.
The Company also reported that it has filed for a 15 day extension with which to
file with the Securities and Exchange Commission its Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 and will report its results no later
than April 15, 1998. This extension is primarily due to the complexity of
accounting for the impairment of the goodwill charge discussed below, and the
tax consequences thereof.
The Company expects to record a pre-tax charge during the fourth quarter of
approximately $90 million related primarily to the impairment of goodwill of
certain imaging centers acquired during 1995 and 1996. The impairment of
goodwill is a non-cash charge.
Although definitive financial results are not yet available, the Company will
post a loss for the year ended December 31, 1997. Net revenue and scan volume
for the year, however, reached record levels.
Joseph A. Paul, President and Chief Executive Officer of US Diagnostic stated,
"We have addressed the challenges of 1997, and the decisive changes which were
effected on our Balance Sheet now enable the Company to deploy a four part
strategy for growth:
/bullet/ Continue the cost reduction plan implemented in the first quarter of
1998. The cost reduction plan, now underway, includes a significant
reduction in nonessential staff and other consolidation synergy,
heretofore not applied. The aggregate reduction of these
employee-related expenses is expected to save approximately $5 million
annually. The Company continues to focus upon other efficiencies in
its operations and expects to see significant improvement in the
quarter ending March 31, 1998.
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/bullet/ Divest non-core assets and focus upon our core business. In addition
to the MDI transaction described above, the Company is currently
reviewing other non-core assets and will pursue other such sales as
warranted.
/bullet/ Refinance the Company's long term debt, and
/bullet/ once the first three steps have been accomplished, institute a
sustained strategy of prudent acquisitions and new center development.
While the resumption of significant acquisition activity is contingent
upon the aforementioned growth strategy, the Company is continually
pursuing the development of new imaging sites, which complement the
Company's network strategy. Such sites include new state-of-the-art
multimodality centers in Queens, NY, Wilkes Barre, PA, and Chatham,
NJ, all opened or to be opened during the first and second quarters of
1998."
US Diagnostic Inc. is the leading provider of radiology services focused on the
development, acquisition, operation and management of multi-modality diagnostic
imaging centers and related medical facilities in the United States. The Company
has locations in 18 states and owns or operates 111 fixed site diagnostic
imaging facilities, provides mobile imaging services to 40 hospitals and manages
19 additional facilities.
Statements contained in this press release, which are not historical facts, are
forward looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based
largely on the Company's expectations and are subject to a number of risks and
uncertainties, including but not limited to economic, competitive and other
factors affecting the Company's operations, markets, expansion strategies, the
remittance of payments by third party payors, adequate collection of accounts
receivable, available financing, government regulations involving the Company,
facts and events not known at the time of this press release, and other factors
discussed in the Company's filings with the Securities and Exchange Commission.
Many of these factors are beyond the Company's control. Actual results could
differ materially from the forward-looking statements. In light of these risks
and uncertainties, there can be no assurance that the results anticipated in the
forward-looking information in this press release will, in fact, occur.
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