<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
-----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ----------------
Commission File No. 1-13392
US DIAGNOSTIC INC.
(Exact name of registrant specified in its charter)
Delaware 11-3164389
------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
250 S. Australian Avenue
Suite 900
West Palm Beach, Florida 33401
(Address of Principal Executive Offices)
(561) 832-0006
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities 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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at November 9, 2000:
----- --------------------------------
Common stock, $.01 par value 22,412,405 shares
<PAGE> 2
US DIAGNOSTIC INC.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for historical information contained herein, certain matters discussed
herein are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as will likely result, are
expected to, will continue, is anticipated, estimated, projection, outlook) are
not statements of historical facts and may be forward-looking. Forward-looking
statements involve estimates, assumptions and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. 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, the ability to sell assets at favorable prices and in a
timely manner, economic, competitive, regulatory, legal factors, collections of
accounts receivable, available financing or available refinancing for existing
debt, cash flow and working capital availability, the availability of sufficient
financial resources to implement its restructuring plan that was approved by the
stockholders, as well as the Company's inability to successfully execute the
restructuring plan and other factors discussed elsewhere in this report and in
other documents filed by the Company with the Securities and Exchange Commission
("SEC"). Many of these factors are beyond the Company's control. Actual results
could differ materially from the forward-looking statements made. In light of
these risks and uncertainties, there can be no assurance that the results
anticipated in the forward-looking information contained in this report will, in
fact, occur.
Any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
US DIAGNOSTIC INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands, except per share data September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7,401 $ 5,811
Net assets of discontinued operations (Note 2) 910 16,945
Other receivables 52 52
Prepaid expenses and other current assets 616 627
--------- ---------
TOTAL CURRENT ASSETS 8,979 23,435
PROPERTY AND EQUIPMENT, net of accumulated depreciation and
amortization of $2,469 and $1,926 in 2000 and 1999, respectively 2,978 2,952
OTHER ASSETS 111 99
--------- ---------
TOTAL ASSETS $ 12,068 $ 26,486
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 245 $ 440
Accrued expenses 864 1,110
Current portion of long-term debt 38 33
Obligations under capital leases - current portion 206 190
Other current liabilities 323 102
--------- ---------
TOTAL CURRENT LIABILITIES 1,676 1,875
Long-term debt, net of current portion 80 112
Obligations under capital leases, net of current portion 519 671
--------- ---------
TOTAL LIABILITIES 2,275 2,658
COMMITMENTS AND CONTINGENCIES (Note 7) -- --
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; 5,000,000 shares authorized;
none issued -- --
Common stock, $.01 par value; 50,000,000 shares authorized;
22,412,405 and 22,641,033 shares issued and outstanding in 2000
and 1999, respectively 224 226
Additional paid-in capital 147,696 147,945
Deferred stock-based compensation (131) (400)
Accumulated deficit (137,996) (123,943)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 9,793 23,828
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 12,068 $ 26,486
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
US DIAGNOSTIC INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands, except per share data
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Costs and Expenses:
General and administrative $ 4,286 $ 3,040 $ 10,830 $ 9,000
Depreciation 228 203 667 573
Stock-based compensation 137 106 269 459
Interest expense 24 22 77 37
Interest and other income (57) (77) (179) (257)
-------- -------- -------- --------
TOTAL COSTS AND EXPENSES 4,618 3,294 11,664 9,812
-------- -------- -------- --------
Loss from continuing operations before
benefit for income taxes and
extraordinary item (4,618) (3,294) (11,664) (9,812)
Benefit for income taxes -- -- -- (1,225)
-------- -------- -------- --------
LOSS FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM (4,618) (3,294) (11,664) (8,587)
-------- -------- -------- --------
DISCONTINUED OPERATIONS (NOTES 2 AND 4):
Income (loss) from discontinued
operations, net of income taxes (1,040) (1,340) (2,783) 314
Net gain (loss) on disposition of
discontinued operations, net
of income taxes (3,923) 1,720 394 1,720
-------- -------- -------- --------
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (4,963) 380 (2,389) 2,034
-------- -------- -------- --------
LOSS BEFORE EXTRAORDINARY ITEM (9,581) (2,914) (14,053) (6,553)
EXTRAORDINARY ITEM, NET OF INCOME TAXES -- -- -- 2,598
-------- -------- -------- --------
NET LOSS $ (9,581) $ (2,914) $(14,053) $ (3,955)
======== ======== ======== ========
BASIC AND DILUTED EARNINGS PER COMMON
SHARE
Loss from continuing operations before
extraordinary item $ (.21) $ (.15) $ (.51) $ (.38)
Income (loss) from discontinued
operations (.22) .02 (.11) .09
-------- -------- -------- --------
Loss before extraordinary item (.43) (.13) (.62) (.29)
Extraordinary item -- -- -- .12
-------- -------- -------- --------
Net loss $ (.43) $ (.13) $ (.62) $ (.17)
======== ======== ======== ========
Average common shares outstanding 22,548 22,741 22,625 22,734
======== ======== ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
US DIAGNOSTIC INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands
Additional Total
Common Common Paid-in Deferred Accumulated Stockholders'
Shares Stock Capital Compensation Deficit Equity
--------- --------- ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE - JANUARY 1, 2000 22,641 $ 226 $ 147,945 $ (400) $(123,943) $ 23,828
Restricted stock issued 69 1 (1) -- -- --
Common stock redeemed
upon sale of imaging
centers (298) (3) (248) (251)
Amortization of deferred
compensation -- -- -- 269 -- 269
Net loss -- -- -- -- (14,053) (14,053)
--------- --------- --------- --------- --------- ---------
BALANCE - SEPTEMBER 30,
2000 22,412 $ 224 $ 147,696 $ (131) $(137,996) $ 9,793
========= ========= ========= ========= ========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
US DIAGNOSTIC INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands, except supplemental schedule of non-cash activities
Nine Months Ended September 30,
-------------------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
NET CASH - USED IN CONTINUING OPERATIONS $(10,947) $ (7,303)
NET CASH - PROVIDED BY DISCONTINUED OPERATIONS 5,276 20,815
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,671) 13,512
INVESTING ACTIVITIES
Purchases of equipment (6,094) (9,723)
Acquisitions, net of cash -- (269)
Payment of purchase price due on companies acquired (22) --
Buy-out of partnership interest (391) --
Proceeds from the disposition of discontinued operations,
net of cash retained by purchasers 29,449 12,168
Proceeds from dispositions of property and equipment 51 --
Contribution of capital by minority partners 225 --
Other -- (176)
-------- --------
NET CASH - PROVIDED BY INVESTING ACTIVITIES 23,218 2,000
-------- --------
FINANCING ACTIVITIES
Proceeds from borrowings 17,423 24,560
Purchase of subordinated convertible debentures -- (7,925)
Repayments of notes payable and obligations under capital
leases (33,129) (33,702)
Redemption of common stock (251) --
-------- --------
NET CASH - USED IN FINANCING ACTIVITIES (15,957) (17,067)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,590 (1,555)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 5,811 9,177
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 7,401 $ 7,622
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 12,541 $ 12,471
======== ========
Income taxes $ 265 $ 464
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Borrowings under capitalized leases were $3.7 million and $5.6 million during
the nine months ended September 30, 2000 and 1999, respectively.
During 2000, debt and capital lease obligations decreased by $37.5 million and
property and equipment decreased by $33.8 million as a result of the disposition
of discontinued operations. The Company also wrote-off net intangibles of $24.9
million as a result of the disposition of discontinued operations. In addition,
the Company used $11.3 million of sale proceeds to repay debt not specifically
related to the discontinued operations disposed of.
The Company issued 69,000 shares of restricted stock in 2000.
Long-term debt and certain long-term assets increased by $637,000 in 1999,
resulting from the purchase of the operating assets of an imaging center.
See Notes to Condensed Consolidated Financial Statements.
7
<PAGE> 8
US DIAGNOSTIC INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
[1] BASIS OF PRESENTATION
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements as of September 30,
2000, include the accounts of US Diagnostic Inc., its wholly-owned subsidiaries
and non-wholly-owned but controlled subsidiaries (the "Company"), and have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). All significant intercompany accounts and
transactions have been eliminated. Certain information related to the Company's
organization, significant accounting policies and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements reflect, in the opinion of management, all
material adjustments (consisting only of normal and recurring adjustments)
necessary to fairly state the financial position and the results of operations
for the periods presented and the disclosures herein are adequate to make the
information presented not misleading. Operating results for interim periods are
not necessarily indicative of the results that can be expected for a full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
The condensed consolidated financial statements included herein should be read
in conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K filed with the SEC
for the year ended December 31, 1999.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform with the financial statement presentation of the
current period.
MANAGEMENT'S PLANS
Despite the Company's debt and expense reduction efforts during 1998 and 1999,
the Company remained highly leveraged. The Company's cash flow from operating
activities has been insufficient to meet the Company's operating needs,
scheduled debt repayment obligations and capital expenditure plans. Moreover,
given continuing adverse financial market conditions relative to healthcare
companies, as well as the highly leveraged nature of the Company's capital
structure, refinancing to extend the maturity of the Company's indebtedness has
not been possible.
As a result of these factors, among others, on May 9, 2000, the Company's Board
of Directors approved a restructuring plan which allows for the sale of all or
substantially all of its imaging centers. The stockholders approved the sale of
the imaging centers and the restructuring plan at the annual stockholders'
meeting held on July 21, 2000. Under the restructuring plan, the Company may
reinvest in a new business or businesses the net proceeds from the imaging
center sales. If the Company is unable to or chooses not to reinvest in a new
business, the plan authorizes the Board to liquidate the Company
8
<PAGE> 9
through distributions to stockholders. The plan allows the Board to seek, at any
time, debt refinancing as an alternative to the sale of the imaging centers.
The Company has sold a total of 22 imaging centers since May 2000. Although the
Company has been successful in the past in selling imaging centers at
advantageous prices and in a timely fashion and, although the Company
anticipates entering into additional agreements for the sale of imaging centers
in the near future, there can be no assurance that the Company will be able to
sell imaging centers at favorable or acceptable prices or at all. If the Company
were unable to raise sufficient cash from these sales, or from its primary
lender, or otherwise, in a timely manner, the Company could be materially and
adversely affected.
Notwithstanding the above, management believes it will be successful in
implementing the restructuring plan and will be able to sell additional imaging
centers at advantageous prices such that the Company will have sufficient funds
to meet operating needs, fund capital expenditure requirements and repay debt
obligations as they become due.
RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which requires reporting every derivative instrument at its
fair value on the balance sheet. This statement also requires recognizing any
change in the derivatives' fair value in earnings for the current period unless
specific hedge accounting criteria are met. In June 1999, the FASB issued SFAS
No. 137 which deferred the effective date of adoption of SFAS No. 133 to all
fiscal quarters of all fiscal years beginning after June 15, 2000. In June 2000,
the Financial Accounting Standards Board issued SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," which amended
SFAS No. 133. Management believes the effect, if any, of adopting SFAS No. 133
as amended by SFAS No. 138 will be immaterial. The Company will adopt both
pronouncements concurrently effective January 1, 2001.
In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101
"Revenue Recognition In Financial Statements," which summarizes the SEC's view
in applying generally accepted accounting principles to revenue recognition in
financial statements. Management believes the effect, if any, of applying SAB
No. 101, which is effective October 1, 2000, will be immaterial.
[2] DISCONTINUED OPERATIONS
The Company currently estimates that the sales of its imaging centers pursuant
to the restructuring plan, described in the Management's Plans above, should be
substantially completed by March 31, 2001. Accordingly, for financial statement
purposes, the assets, liabilities, results of operations and cash flows of the
imaging centers have been segregated from those of continuing operations and are
presented in the Company's condensed consolidated financial statements as
discontinued operations. The accompanying condensed consolidated financial
statements have been reclassified to reflect this presentation.
9
<PAGE> 10
The components of discontinued operations reflected in the balance sheets and
income statements are as follows:
Balance sheet data:
September 30, December 31,
In thousands 2000 1999
------------- ------------
Accounts receivable $ 40,535 $ 41,366
Other receivables 3,606 3,255
Prepaid expenses and other current assets 5,415 9,371
Property and equipment (see detail below) 42,832 80,936
Intangible assets (see detail below) 40,458 68,797
Investment in and advances to unconsolidated
subsidiaries 3,379 4,476
Accounts payable (14,124) (17,346)
Accrued expenses (8,401) (11,869)
Other current liabilities (5,539) (6,311)
Subordinated convertible debentures (21,820) (21,750)
Debt (72,978) (113,533)
Obligations under capital leases (9,214) (17,632)
Minority interest (3,239) (2,815)
--------- ---------
Net assets of discontinued operations (1) $ 910 $ 16,945
========= =========
(1) Included in current assets.
Income statement data:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
In thousands 2000 1999 2000 1999
-------- -------- -------- --------
Net revenue $ 30,123 $ 38,469 $107,785 $118,326
======== ======== ======== ========
The income (loss) from discontinued operations is net of the following income
tax amounts:
In thousands
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------- ----------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Income tax provision (benefit) applicable to:
Income (loss) from discontinued operations $ 234 $ (36) $ 405 $ 347
Net gain on disposition of discontinued operations 93 -- 778 --
------ ------ ------ ------
Total income tax provision (benefit) $ 327 $ (36) $1,183 $ 347
====== ====== ====== ======
</TABLE>
10
<PAGE> 11
PROPERTY AND EQUIPMENT OF DISCONTINUED OPERATIONS
A summary of property and equipment of discontinued operations is as follows:
In thousands
September 30, December 31,
2000 1999
------------- ------------
Land $ 1,844 $ 1,868
Buildings 3,014 4,581
Medical equipment 51,570 89,442
Furniture and fixtures 1,134 2,027
Office, data processing equipment and software 5,554 7,368
Vehicles 143 572
Leasehold improvements 6,994 18,553
--------- ---------
Total 70,253 124,411
Less: accumulated depreciation and amortization (27,421) (43,475)
--------- ---------
Property and equipment, net $ 42,832 $ 80,936
========= =========
Included in property and equipment of discontinued operations is equipment under
capital leases amounting to $9.1 million and $35.8 million at September 30, 2000
and December 31, 1999, respectively. Accumulated depreciation for equipment
under capital leases of discontinued operations was $3.6 million and $12.8
million as of September 30, 2000 and December 31, 1999, respectively.
Depreciation expense of discontinued operations amounted to $3.4 million and
$11.8 million during the three and nine months ended September 30, 2000,
respectively, of which $700,000 and $2.6 million, respectively, was attributed
to equipment under capital leases. Depreciation expense of discontinued
operations amounted to $4.4 million and $13.3 million during the three and nine
months ended September 30, 1999, respectively, of which $1.0 million and $3.9
million, respectively, was attributed to equipment under capital leases.
During the quarter ended September 30, 2000, property and equipment (net of
accumulated depreciation) decreased by $23.2 million in connection with the
disposition of discontinued operations.
INTANGIBLE ASSETS OF DISCONTINUED OPERATIONS
A summary of intangible assets of discontinued operations is as follows:
In thousands
September 30, December 31,
2000 1999
------------- ------------
Goodwill $ 47,283 $ 78,247
Covenants not to compete 2,617 3,192
Customer lists 2,539 3,189
Other intangibles 124 177
-------- --------
Total 52,563 84,805
Less: accumulated amortization (12,105) (16,008)
-------- --------
Intangible assets, net $ 40,458 $ 68,797
======== ========
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<PAGE> 12
Goodwill of discontinued operations consists of the cost of purchased businesses
in excess of the fair value of net tangible assets acquired.
During the quarter ended September 30, 2000, intangible assets (net of
accumulated amortization) decreased by $19.9 million in connection with the
disposition of discontinued operations.
DEBT OF DISCONTINUED OPERATIONS
In connection with the disposition of discontinued operations during the third
quarter of 2000, debt and obligations under capital leases decreased by an
aggregate of $29.0 million.
In January 1999, the Company repurchased approximately $12.5 million of its
Subordinated Convertible Debentures (the "Debentures") in the open market, and
immediately retired the Debentures. The Company financed the purchase of the
Debentures from borrowings under a $25.0 million loan agreement entered into
with DVI Financial Services, Inc. ("DVIFS") in December 1998, which originally
matured on June 21, 2000, was extended to July 1, 2001 and has been subsequently
extended to May 1, 2002. On June 21, 2000, DVIFS re-issued this note to reflect
the repayments on this loan from cash proceeds received from the sales of the
imaging centers. The terms of the note were otherwise unchanged. The Debentures
were purchased at a total price of $9.1 million, consisting of $7.9 million paid
directly to the Debenture holders, $238,000 paid to DVIFS representing a 3% loan
origination fee on amounts borrowed under the loan agreement, and $922,000 paid
to DVI Private Capital ("DVIPC"), an affiliate of DVIFS, as equity participation
for services rendered by DVIPC. This equity participation was paid to DVIPC in
lieu of normal and customary investment banking fees and amounted to 20% of the
difference between the face amount of the Debentures repurchased and the amount
paid to the Debenture holders. The loan origination fees and equity
participation fees were capitalized and are amortized under a method that
approximates the interest method over an eighteen month period. The difference
between the aggregate carrying value of the Debentures (as well as pro rata
portions of unamortized capitalized financing costs and unamortized fair value
of certain warrants issued to the underwriter when the Debentures were
originally issued), and the amounts paid to the Debenture holders, was recorded
as an extraordinary gain after taxes of $2.6 million during the first quarter of
1999 (see Note 6). As of September 30, 2000, the outstanding principal amount of
the Debentures was $21.8 million, and $8.9 million was drawn under the loan
agreement. As of September 30, 2000, the Company was not in compliance with the
Debenture Indenture's consolidated net worth covenant, which requires the
Company to maintain an $18.0 million consolidated net worth. In the event the
Company fails to maintain a consolidated net worth of $18.0 million for two
consecutive quarters it must thereafter make an offer to repurchase 12.5% of the
then outstanding principal amount of the Debentures.
The Company borrowed $12.3 million from DVIFS and DVI Business Credit
Corporation ("DVIBC") from February to July 2000 in order to meet the Company's
normal expenses. Approximately $7.8 million of such borrowings were
collateralized by existing medical equipment, and the balance was borrowed on
the DVIBC revolving credit loan. The Company has repaid $3.1 million as of
September 30, 2000 of the amounts that were collateralized. The Company has
repaid $6.0 million of the revolving credit loan (including $4.0 million from
the proceeds of the disposition of discontinued operations) as of September 30,
2000. The Company has also repaid $13.7 million on its unsecured credit facility
from DVIFS from the proceeds of the disposition of discontinued operations
during the second and third quarters 2000.
The maturity date of the Company's $35.0 million revolving credit loan from
DVIBC has been contractually extended to April 1, 2002.
12
<PAGE> 13
SALES OF BUSINESSES
On July 11, 2000, the Company sold the assets of Kirkwood MRI Center, Inc. and
Bridgeton MRI Center, Inc. to MedQuest Associates, Inc. The sales price was $3.0
million, consisting of cash of $900,000 and the assumption by the purchaser of
debt and capital leases amounting to $2.1 million.
On August 14, 2000 the Company sold the assets of Grammercy MRI Associates,
Metropolitan Diagnostic Imaging, Narrows MRI Associates and Queens Medical
Imaging to Metropolitan Diagnostic Management LLC and Queens Diagnostic
Management LLC (collectively referred to as "MDM"). MDM is controlled by Alan
A.Winakor, a former executive vice president of the Company who resigned as part
of this transaction. The sales price was $6.9 million, consisting of $2.4
million cash and the assumption by the purchaser of debt and other obligations
amounting to $4.3 million and the surrender of $251,000 of Mr. Winakor's common
stock of the Company.
On July 25, 2000, the Company entered into an Asset Purchase Agreement with
Comprehensive Diagnostic Imaging, Inc. and Comprehensive Medical Imaging, Inc.
(collectively referred to as "CMI") for the sale of the assets of 14 of its
centers. On August 31, 2000, the Company sold the assets of seven centers in
Florida. On September 20, 2000, the Company completed the transaction for the
remaining six centers in California, other than with respect to one center, for
which the consent to transfer was not obtained. The aggregate sales price for
the assets was $32.0 million, consisting of cash received of $30.7 million, and
debt assumed by CMI of $1.3 million. Immediately upon the closing, $3.0 million
of the cash proceeds were used to repay a portion of the Company's revolving
credit loan with DVIBC, $5.7 million was used to repay a portion of the DVIFS
unsecured loan, and $12.6 million was paid as full payment on various equipment
and cash flow notes.
Also, in July and August 2000, the Company closed two imaging centers that were
underperforming.
In September 1999, the Company sold a facility for $2.75 million in cash.
SUBSEQUENT EVENTS
On October 27, 2000, the Company sold its interests in three imaging centers to
an entity controlled by Joseph A. Paul, President, Chief Executive Officer and
Director of the Company. Concurrently with this transaction, Mr. Paul resigned
effective January 5, 2001. The sales price was $8.9 million, consisting of $7.2
million cash and the assumption by the purchaser of debt and other obligations
amounting to $1.7 million. As a result of the sale, the Company has also repaid
$4.4 million on its unsecured credit facility with DVIFS and $1.1 million on its
revolving credit loan from DVIBC from the proceeds of this sale.
13
<PAGE> 14
[3] PROPERTY AND EQUIPMENT
A summary of property and equipment is as follows:
In thousands
September 30, December 31,
2000 1999
------------- ------------
Furniture and fixtures $ 1,208 $ 1,028
Office, data processing equipment and software 4,079 3,690
Leasehold improvements 160 160
------- -------
Total 5,447 4,878
Less: accumulated depreciation and amortization (2,469) (1,926)
------- -------
Property and equipment, net $ 2,978 $ 2,952
======= =======
Included in property and equipment is equipment under capital leases amounting
to $730,000 and $860,000 at September 30, 2000 and December 31, 1999,
respectively. Accumulated depreciation for equipment under capital leases was
$270,000 and $100,000 as of September 30, 2000 and December 31, 1999,
respectively.
Depreciation expense amounted to $228,000 and $667,000 during the three and nine
months ended September 30, 2000, respectively, of which $50,000 and $110,000,
respectively, was attributed to equipment under capital leases. Depreciation
expense amounted to $203,000 and $573,000 during the three and nine months ended
September 30, 1999, respectively, of which $40,000 and $80,000, respectively,
was attributed to equipment under capital leases.
[4] INCOME TAXES
Income taxes have been provided for based upon the Company's anticipated annual
effective income tax rate.
[5] EARNINGS PER SHARE
The Company had a loss from continuing operations before extraordinary item for
the three and nine months ended September 30, 2000 and September 30, 1999, and
all potentially dilutive securities were excluded from the computations of basic
and diluted earnings per share during such periods since the effect would be
anti-dilutive. Such potentially dilutive securities consist of the following:
(i) unexercised stock options and warrants to purchase 2.9 million and 5.8
million shares of the Company's common stock as of September 30, 2000 and 1999,
respectively; (ii) 3.6 million shares of the Company's common stock issuable
upon conversion of convertible debt as of both September 30, 2000 and 1999; and
(iii) unexercised restricted stock amounting to 96,600 and 170,400 shares of the
Company's common stock as of September 30, 2000 and 1999, respectively.
[6] EXTRAORDINARY ITEM
In January 1999, the Company repurchased approximately $12.5 million aggregate
principal amount of its Subordinated Convertible Debentures in the open market,
which Debentures were immediately retired. The Company financed the purchase of
the Debentures from borrowings under a $25.0 million loan agreement entered into
with DVIFS in December 1998 (see Note 2). The Debentures were purchased at a
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total price of $9.1 million including related costs. The Company recognized an
extraordinary gain after taxes of approximately $2.6 million during the quarter
ended March 31, 1999.
[7] LITIGATION
US DIAGNOSTIC INC. VS. UNITED RADIOLOGY ASSOCIATES, INC. AND L.E. RICHEY; LISA
BROCKETT, AS TRUSTEE FOR REESE GENERAL TRUST VS. US DIAGNOSTIC INC., JEFFREY A.
GOFFMAN, KEITH GREENBERG AND ROBERT D. BURKE; US DIAGNOSTIC INC. VS. UNITED
RADIOLOGY ASSOCIATES, INC. ET AL. - In April 1999, the Company sued United
Radiology Associates, Inc. ("URA") in the United States District Court for the
Southern District of Texas for breach of contract and related claims relating to
the sale of the stock of U.S. Imaging Inc. ("USI") to URA by the Company in
February 1999, and the Company simultaneously filed a claim in the same court
against Dr. L.E. Richey, a former director and chairman of the Board of the
Company, for breach of a personal guaranty in connection therewith. Dr. Richey
is the chief executive officer and a director of URA. URA has filed
counterclaims against the Company. The Company intends to vigorously prosecute
its suit against URA and Dr. Richey and believes it has substantive defenses to
URA's counterclaims, although there can be no assurances. In June 1999, Lisa
Brockett, as Trustee for the Reese General Trust, filed suit against the
Company, among others, in the 333rd Judicial District Court of Harris County,
Texas, alleging, among other claims, that (a) undisclosed facts regarding the
background of Keith Greenberg, who provided consulting services to the Company,
were material to the Trust's decision to receive 1,671,000 shares of Company
common stock as partial consideration for the sale by the Trust of the stock of
USI to the Company in June 1996; and (b) the value of the shares was diminished
by the Company's failure to register the shares under the Securities Act and by
the Company's subsequent restatement of its quarterly report for the quarter
ended March 31, 1996. Lisa Brockett is the daughter of Dr. Richey. The Plaintiff
has not specified the amount of actual damages sought and the suit remains in an
early stage. The Company intends to vigorously defend the suit, and it believes
it has substantive defenses and counterclaims but there can be no assurances
that the Company will prevail. Both cases were stayed by agreement of the
parties until November 27, 2000 pending settlement discussions.
In connection with the sale of USI, the Company received a secured promissory
note of $1.9 million, due February 12, 2001, with interest at 6% payable
semi-annually (the "Note") as part of the total consideration in selling its
interest in USI to URA. URA and Dr. Richey have acknowledged the existence of
the Note and Dr. Richey has further acknowledged his personal guaranty of that
Note. The Company sued URA for, among other things, a declaratory judgment,
specific performance and breach of contract, which breach accelerated the due
date of the Note. Dr. Richey filed counterclaims in response to the Company's
lawsuit and, to this date, has not paid anything in connection with the Note.
Although there can be no assurance, the Company intends to vigorously pursue
this matter as part of the overall litigation described above and expects
ultimately to receive full payment of the Note.
SHELBY RADIOLOGY, P.C. V. US DIAGNOSTIC INC. ET AL. - In June 1997, the
plaintiff, Shelby Radiology, P.C. ("Shelby Radiology"), filed suit in Alabama
Circuit Court against US Diagnostic Inc. alleging breach of a contract to
provide radiology services and, specifically, improper termination of an alleged
oral contract. In January 1998, Shelby Radiology amended its complaint to
include allegations of promissory fraud, misrepresentation and suppression.
Under both its fraud and breach of contract claims, Shelby Radiology was seeking
compensatory damages in the amount of $1.2 million as amounts it would have been
paid under the alleged oral agreement. In addition, Shelby Radiology sought
punitive damages pursuant to its fraud claims. The jury returned a verdict
against the Company in the amount of $1.1 million as compensatory damages on
plaintiff's fraud claim. The jury did not award any punitive damages. Based on
the advice of counsel, the Company filed for an appeal. The Company recently was
informed that the Alabama Supreme Court ruled against the Company's appeal in a
split decision. The Company has filed
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for a rehearing of that decision. If a rehearing is granted, which is
anticipated, the Company expects to have a final decision in early 2001.
INVESTIGATION BY SECURITIES AND EXCHANGE COMMISSION - In December 1996, the
Securities and Exchange Commission ("SEC") commenced an investigation into the
Company's former relationship with Coyote Consulting and Keith Greenberg to
determine whether the Company's disclosure concerning that relationship was in
compliance with the federal securities laws. The Company has reached an
agreement in principal with the SEC Staff pursuant to which the Company will
consent to an SEC administrative proceeding, including a cease and desist order,
without admitting or denying the SEC's findings.
The Company could be subject to legal actions arising out of the performance of
its diagnostic imaging services. Damages assessed in connection with, and the
cost of defending, any such actions could be substantial. The Company maintains
liability insurance which it believes is adequate for its present operations.
There can be no assurance that the Company will be able to continue or increase
such coverage or to do so at an acceptable cost, or that the Company will have
other resources sufficient to satisfy any liability or litigation expense that
may result from any uninsured or underinsured claims. The Company also requires
all of its affiliated physicians to maintain malpractice and other liability
coverage.
The Company is also a party to, and has been threatened with, a number of other
legal proceedings in the ordinary course of business. While it is not feasible
to predict the outcome of these matters, and although there can be no
assurances, the Company does not anticipate that the ultimate disposition of any
such proceedings will have a material adverse effect on the Company.
[8] SUBSEQUENT EVENTS
On October 27, 2000, Joseph A. Paul, President, Chief Executive Officer and
Director of the Company submitted his resignation effective January 5, 2001. An
entity controlled by Mr. Paul acquired three of the Company's imaging centers.
The transaction was subject to the receipt of a fairness opinion and a business
valuation (see Note 2 for details of the sale transaction). Upon resignation,
Mr. Paul will be engaged to perform consulting services primarily related to the
Company's disposition of imaging centers. Leon F. Maraist, the Company's current
Executive Vice President and Chief Operating Officer will assume the office of
President effective upon Mr. Paul's resignation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
Certain matters discussed herein are forward-looking statements made pursuant to
the safe harbor provisions of 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, the ability to sell assets at favorable prices and in a
timely manner, economic, competitive, regulatory, legal factors, collections of
accounts receivable, available financing or available refinancing for existing
debt, cash flow and working capital availability, the availability of sufficient
financial resources to implement its restructuring plan that was approved by the
stockholders, as well as the Company's inability to successfully execute the
restructuring plan and other factors discussed elsewhere in this report and in
other documents filed by the Company with the SEC. 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 forward-looking information contained in this report
will, in fact, occur.
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OVERVIEW AND RECENT DEVELOPMENTS
On May 9, 2000, the Company's Board of Directors approved a restructuring plan
which allows for the sale of all or substantially all of its imaging centers.
The stockholders approved the sale of the imaging centers and the restructuring
plan at the annual stockholders' meeting held on July 21, 2000. Under the
restructuring plan, the Company may reinvest in a new business or businesses the
net proceeds from the imaging center sales. If the Company is unable to or
chooses not to reinvest in a new business, the plan authorizes the Board to
liquidate the Company through distributions to stockholders. The plan allows the
Board to seek, at any time, debt refinancing as an alternative to the sale of
the imaging centers.
During the first quarter of 2000, the Company began a program to sell selected
imaging centers (in addition to the sale of non-core and underperforming centers
during 1998 and 1999) in order to raise cash to meet its operating and debt
repayment needs. The Company has sold a total of 25 imaging centers from May
through November 14, 2000. Although the Company has been successful in the past
in selling imaging centers at advantageous prices and in a timely fashion, there
can be no assurance that the Company will be able to sell additional imaging
centers at favorable or acceptable prices or at all.
The Company currently estimates that the sales of its imaging centers pursuant
to the restructuring plan should be substantially completed by March 31, 2001.
Accordingly, for financial statement purposes, the assets, liabilities, results
of operations and cash flows of the imaging centers have been segregated from
those of continuing operations and are presented in the Company's condensed
consolidated financial statements as discontinued operations. The accompanying
condensed consolidated financial statements have been reclassified to reflect
this presentation.
Further, the Company engaged David McIntosh (a current Director) to direct the
review of potential opportunities to re-deploy the sale proceeds in other
ventures including internet and non-internet companies. Mr. McIntosh's
consulting contract has been extended under the same terms as the original
contract through February 2001.
DISCONTINUED OPERATIONS
Loss from discontinued operations, net of income taxes decreased by $.3
million from loss for the three months ended September 30, 1999 of $1.3 million
to a loss of $1.0 million for the comparable 2000 period. This change
primarily was the result of a decrease in net revenues due to the sale of
imaging centers.
For the nine month period, income (loss) from discontinued operations net of
income taxes decreased by $3.1 million from income for the nine months ended
September 30, 1999 of $314,000 to a loss of $2.8 million for the comparable 2000
period. This decrease primarily was the result of a decrease in net revenues due
to the sale of imaging centers. Also, an increase in bad debt expense related to
the conversion of the billing and collection system in one of the Company's
regions in January 2000, contributed to the decrease in income from discontinued
operations.
During the three months ended September 30, 2000, the Company recognized a net
loss on disposition of discontinued operations of $6.7 million. This was due to
the closing or termination of three centers during the quarter and this amount
is included in the $3.9 million net loss on disposition of discontinued
operations, net of income taxes.
For the nine month period, the Company recognized a net loss on disposition of
discontinued operations of $11.0 million associated with the closing or
termination of eight centers.
RESULTS OF CONTINUING OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 1999.
Costs and expenses of continuing operations for the three months ended September
30, 2000 (the "2000 three month period") increased to $4.6 million from $3.3
million for
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the three months ended September 30, 1999 (the "1999 three month period").
Operating expenses from continuing operations primarily consist of general and
administrative ("G&A") expenses related to the day-to-day operating activities
of the Company which increased to $4.3 million for the 2000 three month period
from $3.0 million for the 1999 three month period. The increase in the 2000
three month period over the 1999 three month period is mainly due to $1.3
million of employee retention bonuses/severance payments that were paid in the
2000 three month period in connection with the plan to sell the imaging centers.
The costs and expenses also include charges for stock-based compensation of
$137,000 for the 2000 three month period and $106,000 for the 1999 three month
period.
RESULTS OF CONTINUING OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 1999.
Costs and expenses of continuing operations for the nine months ended September
30, 2000 (the "2000 nine month period") increased to $11.7 million from $9.8
million for the nine months ended September 30, 1999 (the "1999 nine month
period"). Operating expenses from continuing operations primarily consist of
general and administrative ("G&A") expenses related to the day-to-day operating
activities of the Company which increased to $10.8 million for the 2000 nine
month period from $9.0 million for the 1999 nine month period. The increase in
the 2000 nine month period over the 1999 nine month period is mainly due to $1.8
million of employee retention bonuses/severance payments that were paid since
June 2000 in connection with the plan to sell the imaging centers. The costs and
expenses also include charges for stock-based compensation of $269,000 for the
2000 nine month period and $459,000 for the 1999 nine month period.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had working capital of $7.3 million, which
included net assets of discontinued operations of $910,000, compared to working
capital of $21.6 million at December 31, 1999, which included net assets of
discontinued operations of $16.9 million. The decrease in the working capital
from 1999 to 2000 is primarily due to a decrease in the net assets of
discontinued operations by $16.0 million due to sale of 25 imaging centers and
the closing of eight imaging centers in 2000. The Company's primary short-term
liquidity requirements as of September 30, 2000 include obligations under debt
and capital leases, accounts payable, other current liabilities and capital
expenditures related to the replacement and enhancement of existing imaging
equipment and imaging centers.
Net cash used in operating activities during the 2000 nine month period was $5.7
million, compared to $13.5 million provided by operating activities during the
1999 nine month period. The negative cash flow from continuing operations in
2000 was primarily a result of the loss from continuing operations. The Company
experienced a disruption in its billing and collection activities in late
December 1999 and January 2000 as a direct result of converting to a Year 2000
compliant version of its billing and collecting software. While all of the
system problems associated with the conversion have been resolved, the Company's
collections did not return to levels experienced before the software conversion
until April 2000. The Company has not identified any other material impact
arising from the Year 2000 issue and does not expect to experience any further
significant Year 2000 problems or interruptions.
Net cash provided by investing activities was $23.2 million during the 2000 nine
month period, compared to net cash provided by investing activities of $2.0
million during the 1999 nine month period. During the 2000 nine month period,
the Company received $29.4 million in net cash proceeds from the disposition of
discontinued operations, compared to $12.2 million received from the disposition
of discontinued operations during the 1999 nine month period. Equipment
purchases were $6.1 million during the 2000 nine month period, compared to $9.7
million during the 1999 nine month period.
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Net cash used in financing activities was $16.0 million during the 2000 nine
month period, compared to $17.1 million used in financing activities during the
1999 nine month period. Proceeds from new borrowings totaled $17.4 million
during the 2000 nine month period, compared to $24.6 million during the 1999
nine month period. Repayments of notes and capital leases totaled $33.1 million
during the 2000 nine month period, compared to $33.7 million during the 1999
nine month period. As discussed in Note 2 of Notes to Condensed Consolidated
Financial Statements, the Company borrowed approximately $9.1 million in January
1999 to repurchase on the open market and retire approximately $12.5 million
principal amount of the Debentures. As discussed in Note 2 of the Notes to
Condensed Consolidated Financial Statements, the Company repaid an aggregate of
$13.7 million under its unsecured credit facility with DVIFS from proceeds
received upon the disposition of discontinued operations during the 2000 nine
month period.
As of September 30, 2000, the Company has approximately $2.3 million of purchase
commitments for capital expenditures related to discontinued operations for
which it either already has or expects to have financing available. This
forward-looking statement is subject to a number of uncertainties, including the
Company's ability to collect accounts receivable, to manage expenses, to obtain
financing or refinancing of existing debt on acceptable terms, regulatory
changes in Medicare reimbursement rates, and other factors discussed elsewhere
in this report.
The Company has sold a total of 25 imaging centers from May through November 14,
2000. As the Company continues to sell imaging centers, it intends to reduce the
amount of general and administrative expenses of continuing operations. Although
the Company has been successful in the past in selling imaging centers at
advantageous prices and in a timely fashion and, although the Company
anticipates entering into agreements for the sale of additional imaging centers
in the near future, there can be no assurance that the Company will be able to
sell imaging centers at favorable or acceptable prices or at all. If the Company
were unable to raise sufficient cash from these sales, or from its primary
lender, or otherwise, in a timely manner, the Company could be materially and
adversely affected.
Until the Company completes the sale of its imaging centers, the degree to which
the Company continues to be leveraged is likely to affect its ability to service
its indebtedness, make capital expenditures, respond to market conditions and
extraordinary capital needs, take advantage of business opportunities or obtain
additional financing. If the Company fails to successfully implement its
restructuring plan and sell its imaging centers at favorable prices, its ability
to meet its future obligations, invest in a new business or businesses or make
distributions to stockholders could be materially and adversely affected.
For additional information regarding contingencies and uncertainties related to
litigation and regulatory matters, see Note 7 of Notes to Condensed Consolidated
Financial Statements.
ITEM 3. QUANTITATIVE INFORMATION ABOUT INTEREST RATE RISK
The information for the Company's capitalized lease and long-term debt financial
instruments as it relates to the continuing and discontinued operations has not
changed materially since December 31, 1999.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 7 of Notes to Condensed Consolidated Financial Statements which is
incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 2000 Annual Meeting of Stockholders held on July 21, 2000, the
stockholders of the Company voted upon and elected the following directors:
DIRECTOR NOMINEE VOTES CAST FOR VOTES WITHHELD
---------------- -------------- --------------
C. Keith Hartley 20,612,808 826,267
David McIntosh 20,644,808 794,267
Michael A. O'Hanlon 20,644,808 794,267
Joseph A. Paul 20,908,808 530,267
The stockholders also voted on the approval of the following proposals:
<TABLE>
<CAPTION>
PROPOSAL VOTES CAST FOR VOTES AGAINST VOTES ABSTAIN BROKER NON-VOTES
-------- -------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
Imaging center sales 13,043,631 679,977 18,365 7,697,102
Restructuring plan 12,531,535 1,188,624 21,814 7,697,102
</TABLE>
ITEM 5. OTHER INFORMATION
Effective August 16, 2000, the Company's common stock moved to the OTC Bulletin
Board ("OTCBB"). This was the result of the Company's ineligibility to remain
listed on the NASDAQ SmallCap Market due to its non-compliance with the minimum
one-dollar bid price under the NASDAQ SmallCap Market rules. The Company will
continue to trade under the symbol USDL. While there can be no assurance that
the Company's common stock will trade on the OTCBB, the Company believes that
market makers will continue to make a market in its shares of common stock on
the OTCBB.
On October 27, 2000, Joseph A. Paul, President, Chief Executive Officer and
Director of the Company submitted his resignation effective January 5, 2001. Mr.
Paul will be engaged at that time to perform consulting services primarily
related to the Company's disposition of imaging centers. Leon F. Maraist, the
Company's current Executive Vice President and Chief Operating Officer will
assume the office of President effective upon Mr. Paul's resignation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.1 Asset Purchase Agreement, dated July 25, 2000, by and among
Comprehensive Diagnostic Imaging, Inc., Comprehensive Medical
Imaging, Inc. and US Diagnostic Inc. and each seller named in
Exhibit A of the Asset Purchase Agreement.(1)
10.2 First Amendment to Asset Purchase Agreement dated August 31,
2000.(1)
10.3 Second Amendment to Asset Purchase Agreement dated September
15, 2000.(1)
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10.4 Third Amendment to Asset Purchase Agreement dated
September 20, 2000.(1)
10.5 Exhibit A of Asset Purchase Agreement.(1)
10.6 Purchase Agreement dated September 20, 2000 By and Among
Columbus Acquisition Corp., a Florida Corporation, Montclair
Acquisition LLC, a Florida Limited Liability Company,
Greystone Acquisition Corp., a Florida Corporation, US
Diagnostic Inc., a Delaware Corporation, USD Montclair, Inc.,
a Delaware Corporation and Meditek Industries Corp., a Florida
Corporation.
10.7 Resignation Letter of Joseph A. Paul, President, Chief
Executive Officer and Director of the Company dated
October 27, 2000.
10.8 Consulting Agreement between the Company and Joseph A. Paul
dated October 27, 2000.
10.9 Consulting Agreement between the Company and David McIntosh
dated November 6, 2000 for September and October 2000.
10.10 Consulting Agreement between the Company and David McIntosh
dated November 6, 2000 for November 2000 through February
2001.
27 Financial Data Schedule.
(1) Incorporated by reference to the Company's Report on Form 8-K
dated September 20, 2000.
(b) Reports on Form 8-K
A report on Form 8-K dated September 20, 2000 was filed during the quarter ended
December 31, 2000 disclosing an Item 2 event.
Items 2 and 3 are not applicable and have been omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
US DIAGNOSTIC INC.
Dated: November 14, 2000 By: /s/ Joseph A. Paul
--------------------------
Joseph A. Paul
President and Chief Executive Officer
By: /s/ P. Andrew Shaw
--------------------------
P. Andrew Shaw
Executive Vice President and
Chief Financial Officer
22
