-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OWwbKc4Jp/VZfo/Z6w19hy/zAzUqRiNTCUjyXB+/tJ8P1o7/by1YgYc62JyaIMBj cgmqCtgDkhFV3nOoJSmF9w== 0000912057-00-005848.txt : 20000214 0000912057-00-005848.hdr.sgml : 20000214 ACCESSION NUMBER: 0000912057-00-005848 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-28622 FILM NUMBER: 536522 BUSINESS ADDRESS: STREET 1: 4400 VON KARMAN AVENUE STE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9494760733 MAIL ADDRESS: STREET 1: 4400 VON KARMAN AVE STE 800 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ---------------- ----------------- Commission file number 0-28622 INSIGHT HEALTH SERVICES CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 33-0702770 - --------------------------------- -------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4400 MACARTHUR BLVD., SUITE 800, NEWPORT BEACH, CA 92660 ---------------------------------------------------------------- (Address of principal executive offices) (Zip code) (949) 476-0733 --------------------------------------------------- (Registrant's telephone number including area code) N/A ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 registrant's classes of common stock, as of the latest practicable date: 2,965,791 shares of Common Stock as of February 5, 2000. The number of pages in this Form 10-Q is 26. INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES INDEX
PAGE NUMBER ------------ PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of December 31, 1999 and June 30, 1999 (unaudited) 3 Condensed Consolidated Statements of Income for the six months ended December 31, 1999 and 1998 (unaudited) 4 Condensed Consolidated Statements of Income for the three months ended December 31, 1999 and 1998 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 1999 and 1998 (unaudited) 6 Notes to Condensed Consolidated Financial Statements 7-17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18-24 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 24 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 25 SIGNATURES 26
2 ITEM 1. FINANCIAL STATEMENTS INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (AMOUNTS IN THOUSANDS)
December 31, June 30, 1999 1999 ----------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,685 $ 14,294 Trade accounts receivables, net 40,279 35,987 Other current assets 8,108 7,302 -------- --------- Total current assets 58,072 57,583 PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $50,500 and $43,611, respectively 142,388 90,671 INVESTMENTS IN PARTNERSHIPS 1,314 1,415 OTHER ASSETS 8,052 8,308 INTANGIBLE ASSETS, net 78,219 80,327 ---------- --------- $ 288,045 $ 238,304 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of equipment, capital leases and other notes $ 20,111 $ 12,443 Accounts payable and other accrued expenses 18,026 20,489 ---------- --------- Total current liabilities 38,137 32,932 LONG-TERM LIABILITIES: Equipment, capital leases and other notes, less current portion 202,166 160,187 Other long-term liabilities 906 1,079 ---------- --------- Total long-term liabilities 203,072 161,266 ---------- --------- STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 3,500,000 shares authorized: Convertible Series B preferred stock, 25,000 shares outstanding at December 31, 1999 and June 30, 1999, respectively, with a liquidation preference of $25,000 as of December 31, 1999 23,923 23,923 Convertible Series C preferred stock, 27,953 shares outstanding at December 31, 1999 and June 30, 1999, respectively, with a liquidation preference of $27,953 as of December 31, 1999 13,173 13,173 Common stock, $.001 par value, 25,000,000 shares authorized: 2,935,791 and 2,879,071 shares outstanding at December 31, 1999 and June 30, 1999, respectively 3 3 Additional paid-in capital 23,639 23,551 Accumulated deficit (13,902) (16,544) --------- -------- Total stockholders' equity 46,836 44,106 ---------- --------- $ 288,045 $ 238,304 ========== =========
The accompanying notes are an integral part of these condensed consolidated balance sheets. 3 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Six Months Ended December 31, ------------------------------------- 1999 1998 ----------------- ---------------- REVENUES: Contract services $ 49,384 $ 40,085 Patient services 41,898 35,144 Other 1,005 1,577 --------- ------- Total revenues 92,287 76,806 --------- ------- COSTS OF OPERATIONS: Costs of services 49,751 39,383 Provision for doubtful accounts 1,412 1,255 Equipment leases 9,232 8,687 Depreciation and amortization 15,195 12,115 --------- -------- Total costs of operations 75,590 61,440 --------- -------- Gross profit 16,697 15,366 CORPORATE OPERATING EXPENSES 5,439 4,657 --------- ------- Income from company operations 11,258 10,709 EQUITY IN EARNINGS OF UNCONSOLIDATED PARTNERSHIPS 403 258 --------- -------- Operating income 11,661 10,967 INTEREST EXPENSE, net 8,359 7,033 --------- -------- Income before income taxes 3,302 3,934 PROVISION FOR INCOME TAXES 660 272 --------- -------- Net income $ 2,642 $ 3,662 ========= ======= INCOME PER COMMON AND CONVERTED PREFERRED SHARE: Basic $ 0.29 $ 0.40 ========= ======= Diluted $ 0.28 $ 0.39 ========= ======= WEIGHTED AVERAGE NUMBER OF COMMON AND CONVERTED PREFERRED SHARES OUTSTANDING: Basic 9,227,438 9,146,773 ========= ========= Diluted 9,380,227 9,405,288 ========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended December 31, ------------------------------------ 1999 1998 ----------------- ----------------- REVENUES: Contract services $ 24,795 $ 19,865 Patient services 21,078 17,945 Other 248 1,063 --------- -------- Total revenues 46,121 38,873 --------- -------- COSTS OF OPERATIONS: Costs of services 25,054 19,583 Provision for doubtful accounts 662 632 Equipment leases 4,146 4,350 Depreciation and amortization 7,632 6,148 --------- -------- Total costs of operations 37,494 30,713 --------- -------- Gross profit 8,627 8,160 CORPORATE OPERATING EXPENSES 2,804 2,458 --------- -------- Income from company operations 5,823 5,702 EQUITY IN EARNINGS OF UNCONSOLIDATED PARTNERSHIPS 225 84 --------- -------- Operating income 6,048 5,786 INTEREST EXPENSE, net 4,396 3,574 --------- -------- Income before income taxes 1,652 2,212 PROVISION FOR INCOME TAXES 330 212 --------- -------- Net income $ 1,322 $ 2,000 ========= ======= INCOME PER COMMON AND CONVERTED PREFERRED SHARE: Basic $ 0.14 $ 0.22 ========= ======= Diluted $ 0.14 $ 0.21 ========= ======= WEIGHTED AVERAGE NUMBER OF COMMON AND CONVERTED PREFERRED SHARES OUTSTANDING: Basic 9,252,946 9,150,897 ========== ========== Diluted 9,401,721 9,378,578 ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (AMOUNTS IN THOUSANDS)
Six Months Ended December 31, ------------------------------------- 1999 1998 ----------------- ----------------- OPERATING ACTIVITIES: Net income $ 2,642 $ 3,662 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,195 12,115 Amortization of deferred gain on debt restructure (14) (45) Cash used in changes in operating assets and liabilities: Trade accounts receivables (4,292) (4,477) Other current assets (806) (1,132) Accounts payable and other accrued expenses (2,463) (8,393) --------- -------- Net cash provided by operating activities 10,262 1,730 --------- -------- INVESTING ACTIVITIES: Acquisition of Centers (1,433) - Additions to property and equipment (10,707) (26,865) Other (147) (1,283) --------- ------- Net cash used in investing activities (12,287) (28,148) --------- -------- FINANCING ACTIVITIES: Proceeds from stock options and warrants exercised 88 11 Proceeds from issuance of common stock - 21 Principal payments of debt and capital lease obligations (7,513) (8,594) Proceeds from issuance of debt 5,000 4,506 Other (159) (266) --------- -------- Net cash used in financing activities (2,584) (4,322) --------- -------- DECREASE IN CASH AND CASH EQUIVALENTS (4,609) (30,740) CASH AND CASH EQUIVALENTS: Beginning of period 14,294 44,740 --------- -------- End of period $ 9,685 $ 14,000 ========= ======== SUPPLEMENTAL INFORMATION: Interest paid $ 7,843 $ 6,979 Income taxes paid 252 39 Equipment additions under capital leases 52,160 -
The accompanying notes are an integral part of these condensed consolidated financial statements. 6 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. NATURE OF BUSINESS InSight Health Services Corp. (the Company) provides diagnostic imaging, treatment and related management services in 32 states throughout the United States. The Company's services are provided through a network of 77 mobile magnetic resonance imaging (MRI) facilities (Mobile Facilities), 32 fixed-site MRI facilities (Fixed Facilities), 25 multi-modality imaging centers (Centers), 5 mobile lithotripsy facilities, one Leksell Stereotactic Gamma Knife treatment center, and one radiation oncology center. An additional radiation oncology center is operated by the Company as part of one of its Centers. The Company's operations are located throughout the United States, with a substantial presence in California, Texas, New England, the Carolinas and the Midwest (Illinois, Indiana and Ohio). At its Centers, the Company offers other services in addition to MRI including computed tomography (CT), diagnostic and fluoroscopic x-ray, mammography, diagnostic ultrasound, bone densitometry, nuclear medicine, nuclear cardiology, and cardiovascular services. The Company offers additional services through a variety of arrangements including equipment rental, technologist services, marketing, radiology management services, patient scheduling, utilization review and billing and collection services. 2. INTERIM FINANCIAL STATEMENTS The unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with generally accepted accounting principles for interim financial statements and do not include all of the information and disclosures required by generally accepted accounting principles for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included as part of the Company's Annual Report on Form 10-K for the period ended June 30, 1999 filed with the Securities and Exchange Commission (SEC) on September 28, 1999. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for fair presentation of results for the period have been included. The results of operations for the six months ended December 31, 1999 are not necessarily indicative of the results to be achieved for the full fiscal year. Certain reclassifications have been made to conform prior year amounts to the current year presentation. 3. INVESTMENTS IN AND TRANSACTIONS WITH PARTNERSHIPS The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company's investment interests in partnerships or limited liability companies (Partnerships) are accounted for under the equity method of accounting for ownership of 50% or less when the Company does not exercise significant control over the operations of the Partnerships and does not have primary responsibility for the Partnerships' long-term debt. The Company's investment interests in Partnerships are consolidated for ownership of 50% or greater owned entities when the Company exercises significant control over the operations and is primarily responsible for the associated long-term debt. 7 Set forth below is the summarized combined financial data of the Company's two 50% controlled entities, which are consolidated (amounts in thousands):
December 31, June 30, 1999 1999 ----------------- ----------------- (unaudited) Condensed Combined Balance Sheet Data: Current assets $ 1,835 $ 1,494 Total assets 1,964 1,637 Current liabilities 849 640 Minority interest equity 457 515
Six Months Ended Three Months Ended December 31, December 31, --------------------------------------------------------------------------- 1999 1998 1999 1998 ----------------- ----------------- ----------------- --------------- (unaudited) (unaudited) Condensed Combined Statement of Income Data: Net revenues $ 2,772 $ 2,875 $ 1,355 $ 1,436 Expenses 1,752 1,991 893 998 Provision for center profit distribution 510 442 231 219 --------- -------- -------- ------- Net income $ 510 $ 442 $ 231 $ 219 ========= ======== ======== =======
The provision for center profit distribution shown above represents the minority interest in the income of these combined entities. 4. INCOME PER COMMON AND CONVERTED PREFERRED SHARE The Company reports basic and diluted earnings per share (EPS) for common and converted preferred stock. The number of shares used in computing EPS is equal to the weighted average number of common and converted preferred shares outstanding during the respective period. Since the preferred stock has no stated dividend rate and participates in any dividends paid with respect to the common stock, the as-if-converted amounts are included in the computation of basic EPS. There were no adjustments to net income (the numerator) for purposes of computing EPS. A reconciliation of basic and diluted share computations is as follows:
Six Months Ended Three Months Ended December 31, December 31, ------------------------------------ ------------------------------------ 1999 1998 1999 1998 ----------------- ----------------------------------- ---------------- (unaudited) (unaudited) Average common stock outstanding 2,904,782 2,824,117 2,930,290 2,828,241 Effect of preferred stock 6,322,656 6,322,656 6,322,656 6,322,656 ---------- ---------- ---------- --------- Denominator for basic EPS 9,227,438 9,146,773 9,252,946 9,150,897 Dilutive effect of stock options and warrants 152,789 258,515 148,775 227,681 ---------- ---------- ---------- --------- 9,380,227 9,405,288 9,401,721 9,378,578 ========== ========== ========== =========
8 5. SUPPLEMENTAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION The Company's payment obligations under the 9 5/8% senior subordinated notes are guaranteed by certain of the Company's wholly owned subsidiaries (the Guarantor Subsidiaries). Such guarantees are full, unconditional and joint and several. Separate financial statements of the Guarantor Subsidiaries are not presented because the Company's management has determined that they would not be material to investors. The following supplemental financial information sets forth, on an unconsolidated basis, balance sheets, statements of income, and statements of cash flows information for the Company (Parent Company Only), for the Guarantor Subsidiaries and for the Company's other subsidiaries (the Non-Guarantor Subsidiaries). The supplemental financial information reflects the investments of the Company and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting. 9 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) DECEMBER 31, 1999 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES -------------- ------------------ ------------------- ASSETS Current assets: Cash and cash equivalents $ - $ 7,160 $ 2,525 Trade accounts receivables, net - 36,535 3,744 Other current assets - 8,071 37 Intercompany accounts receivable 225,163 11,242 - ----------- --------- --------- Total current assets 225,163 63,008 6,306 Property and equipment, net - 134,424 7,964 Investments in partnerships - 1,314 - Investments in consolidated subsidiaries (16,498) 2,598 - Other assets - 8,052 - Intangible assets, net - 77,627 592 ----------- --------- --------- $ 208,665 $ 287,023 $ 14,862 =========== ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of equipment, capital leases and other notes $ 10,150 $ 9,797 $ 164 Accounts payable and other accrued expenses - 17,619 407 Intercompany accounts payable - 225,163 11,242 ----------- --------- --------- Total current liabilities 10,150 252,579 11,813 Equipment, capital leases and other notes, less current portion 151,679 50,027 460 Other long-term liabilities - 915 (9) Stockholders' equity (deficit) 46,836 (16,498) 2,598 ----------- --------- --------- $ 208,665 $ 287,023 $ 14,862 =========== ========= ========= ELIMINATIONS CONSOLIDATED --------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ - $ 9,685 Trade accounts receivables, net - 40,279 Other current assets - 8,108 Intercompany accounts receivable (236,405) - ---------- --------- Total current assets (236,405) 58,072 Property and equipment, net - 142,388 Investments in partnerships - 1,314 Investments in consolidated subsidiaries 13,900 - Other assets - 8,052 Intangible assets, net - 78,219 ------------ ---------- $ (222,505) $ 288,045 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of equipment, capital leases and other notes $ - $ 20,111 Accounts payable and other accrued expenses - 18,026 Intercompany accounts payable (236,405) - --------- ----------- Total current liabilities (236,405) 38,137 Equipment, capital leases and other notes, less current portion - 202,166 Other long-term liabilities - 906 Stockholders' equity (deficit) 13,900 46,836 ------------- ---------- $ (222,505) $ 288,045 ============= ==========
10 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) JUNE 30, 1999 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES -------------- ------------------ ------------------- ASSETS Current assets: Cash and cash equivalents $ - $ 12,709 $ 1,585 Trade accounts receivables, net - 32,164 3,823 Other current assets - 7,188 114 Intercompany accounts receivable 225,140 11,027 - ---------- -------- --------- Total current assets 225,140 63,088 5,522 Property and equipment, net - 82,544 8,127 Investments in partnerships - 1,415 - Investments in consolidated subsidiaries (19,234) 2,691 - Other assets - 8,308 - Intangible assets, net - 79,606 721 ---------- -------- --------- $ 205,906 $ 237,652 $ 14,370 ========== ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of equipment, capital leases and other notes $ 9,945 $ 2,374 $ 124 Accounts payable and other accrued expenses - 20,128 361 Intercompany accounts payable - 225,140 11,027 ---------- -------- --------- Total current liabilities 9,945 247,642 11,512 Equipment, capital leases and other notes, less current portion 151,855 8,315 17 Other long-term liabilities - 929 150 Stockholders' equity (deficit) 44,106 (19,234) 2,691 ---------- -------- --------- $ 205,906 $ 237,652 $ 14,370 ========== ========== ========= ELIMINATIONS CONSOLIDATED --- ------------------ ------------------- ASSETS Current assets: Cash and cash equivalents $ - $ 14,294 Trade accounts receivables, net - 35,987 Other current assets - 7,302 Intercompany accounts receivable (236,167) - ----------- --------- Total current assets (236,167) 57,583 Property and equipment, net - 90,671 Investments in partnerships - 1,415 Investments in consolidated subsidiaries 16,543 - Other assets - 8,308 Intangible assets, net - 80,327 ----------- ---------- $ (219,624) $ 238,304 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of equipment, capital leases and other notes $ - $ 12,443 Accounts payable and other accrued expenses - 20,489 Intercompany accounts payable (236,167) - ----------- ---------- Total current liabilities (236,167) 32,932 Equipment, capital leases and other notes, less current portion - 160,187 Other long-term liabilities - 1,079 Stockholders' equity (deficit) 16,543 44,106 ----------- --------- $ (219,624) $ 238,304 =========== =========
11 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED) FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES ------------ ---------------- ------------------ Revenues $ - $ 82,700 $ 9,587 Costs of operations - 67,525 8,065 ---------- ------------ ------------- Gross profit - 15,175 1,522 Corporate operating expenses - 5,439 - ---------- ------------ ------------- Income from company operations - 9,736 1,522 Equity in earnings of unconsolidated partnerships - 403 - ---------- ------------ ------------- Operating income - 10,139 1,522 Interest expense, net - 7,810 549 ---------- ------------ ------------- Income before income taxes - 2,329 973 Provision for income taxes - 660 - ---------- ------------ ------------- Income before equity in income of consolidated subsidiaries - 1,669 973 Equity in income of consolidated subsidiaries 2,642 973 - ---------- ------------ ------------- Net income $ 2,642 $ 2,642 $ 973 ========== ============ ============ ELIMINATIONS CONSOLIDATED ------------------- ------------------ Revenues $ - $ 92,287 Costs of operations - 75,590 -------------- --------- Gross profit - 16,697 Corporate operating expenses - 5,439 -------------- --------- Income from company operations - 11,258 Equity in earnings of unconsolidated partnerships - 403 -------------- ---------- Operating income - 11,661 Interest expense, net - 8,359 -------------- ---------- Income before income taxes - 3,302 Provision for income taxes - 660 -------------- ---------- Income before equity in income of consolidated subsidiaries - 2,642 Equity in income of consolidated subsidiaries (3,615) - -------------- ---------- Net income $ (3,615) $ 2,642 ============== ==========
12 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED) FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ---------- ------------ --------------- ----------- ------------- Revenues $ - $ 67,495 $ 9,311 $ - $ 76,806 Costs of operations - 53,587 7,853 - 61,440 ---------- ------------ -------------- ----------- ---------- Gross profit - 13,908 1,458 - 15,366 Corporate operating expenses - 4,657 - - 4,657 ---------- ------------ -------------- ----------- ---------- Income from company operations - 9,251 1,458 - 10,709 Equity in earnings of unconsolidated partnerships - 258 - - 258 ---------- ------------ -------------- ----------- ---------- Operating income - 9,509 1,458 - 10,967 Interest expense, net - 6,499 534 - 7,033 ---------- ------------ -------------- ----------- ---------- Income before income taxes - 3,010 924 - 3,934 Provision for income taxes - 272 - - 272 ---------- ------------ -------------- ----------- ---------- Income before equity in income of consolidated subsidiaries - 2,738 924 - 3,662 Equity in income of consolidated subsidiaries 3,662 924 - (4,586) - ---------- ------------ -------------- ----------- ---------- Net income $ 3,662 $ 3,662 $ 924 $ (4,586) $ 3,662 ========== ============ ============== =========== ==========
13 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ---------- ------------ -------------- ------------ ------------ Revenues $ - $ 41,391 $ 4,730 $ - $ 46,121 Costs of operations - 33,464 4,030 - 37,494 ---------- ------------ -------------- ----------- ------------ Gross profit - 7,927 700 - 8,627 Corporate operating expenses - 2,804 - - 2,804 ---------- ------------ -------------- ----------- ------------ Income from company operations - 5,123 700 - 5,823 Equity in earnings of unconsolidated partnerships - 225 - - 225 ---------- ------------ -------------- ----------- ------------ Operating income - 5,348 700 - 6,048 Interest expense, net - 4,121 275 - 4,396 ---------- ------------ -------------- ----------- ------------ Income before income taxes - 1,227 425 - 1,652 Provision for income taxes - 330 - - 330 ---------- ------------ -------------- ----------- ------------ Income before equity in income of consolidated subsidiaries - 897 425 - 1,322 Equity in income of consolidated subsidiaries 1,322 425 - (1,747) - ---------- ------------ -------------- ----------- ------------ Net income $ 1,322 $ 1,322 $ 425 $ (1,747) $ 1,322 ========== ============ ============== =========== ============
14 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 (Amounts in thousands)
PARENT COMPANY GUARANTOR NON-GUARANTOR ONLY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ------------ -------------------------------- ---------------- ------------ Revenues $ - $34,122 $ 4,751 $ - $38,873 Costs of operations - 26,762 3,951 - 30,713 ------- ------- ------- ------- ------- Gross profit - 7,360 800 - 8,160 Corporate operating expenses - 2,458 - - 2,458 ------- ------- ------- ------- ------- Income from company operations - 4,902 800 - 5,702 Equity in earnings of unconsolidated partnerships - 84 - - 84 ------- ------- ------- ------- ------- Operating income - 4,986 800 - 5,786 Interest expense, net - 3,296 278 - 3,574 ------- ------- ------- ------- ------- Income before income taxes - 1,690 522 - 2,212 Provision for income taxes - 212 - - 212 ------- ------- ------- ------- ------- Income before equity in income of consolidated subsidiaries - 1,478 522 - 2,000 Equity in income of consolidated subsidiaries 2,000 522 - (2,522) - ------- ------- ------- ------- ------- Net income $ 2,000 $ 2,000 $ 522 $(2,522) $ 2,000 ======= ======= ======= ======= =======
15 INSIGHT HEALTH SERVICES CORP. AND SUBIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 (Amounts in thousands)
PARENT COMPANY GUARANTOR ONLY SUBSIDIARIES ------- ------------ OPERATING ACTIVITIES: Net income $ 2,642 $ 2,642 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization - 13,807 Amortization of deferred gain on debt restructure - (14) Equity in income of consolidated subsidiaries (2,642) (973) Cash provided by (used in) changes in operating assets and liabilities: Trade accounts receivables - (4,371) Intercompany receivables, net (117) 968 Other current assets - (883) Accounts payable and other accrued expenses - (2,509) -------- -------- Net cash provided by (used in) operating activities (117) 8,667 -------- -------- INVESTING ACTIVITIES: Acquisitions of Centers - (1,433) Additions to property and equipment - (10,206) Other - (147) -------- -------- Net cash used in investing activities - (11,786) -------- -------- FINANCING ACTIVITIES: Proceeds from stock options exercised 88 - Principal payments of debt and capital lease obligations (4,971) (2,430) Proceeds from issuance of debt 5,000 - Other - - -------- -------- Net cash provided by (used in) financing activities 117 (2,430) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - (5,549) CASH AND CASH EQUIVALENTS: Beginning of period - 12,709 -------- -------- End of period $ - $ 7,160 ======== ======== NON-GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED -------------- -------------- ------------------ OPERATING ACTIVITIES: Net income $ 973 $ (3,615) $ 2,642 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,388 - 15,195 Amortization of deferred gain on debt restructure - - (14) Equity in income of consolidated subsidiaries - 3,615 - Cash provided by (used in) changes in operating assets and liabilities: Trade accounts receivables 79 - (4,292) Intercompany receivables, net (851) - - Other current assets 77 - (806) Accounts payable and other accrued expenses 46 - (2,463) -------- -------- -------- Net cash provided by (used in) operating activities 1,712 - 10,262 -------- -------- -------- INVESTING ACTIVITIES: Acquisitions of Centers - - (1,433) Additions to property and equipment (501) - (10,707) Other - - (147) -------- -------- -------- Net cash used in investing activities (501) - (12,287) -------- -------- -------- FINANCING ACTIVITIES: Proceeds from stock options exercised - - 88 Principal payments of debt and capital lease obligations (112) - (7,513) Proceeds from issuance of debt - - 5,000 Other (159) - (159) -------- -------- -------- Net cash provided by (used in) financing activities (271) - (2,584) -------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 940 - (4,609) CASH AND CASH EQUIVALENTS: Beginning of period 1,585 - 14,294 -------- -------- -------- End of period $ 2,525 $ - $ 9,685 ======== ======== ========
16 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (Amounts in thousands)
PARENT COMPANY GUARANTOR ONLY SUBSIDIARIES ----------- --------------- OPERATING ACTIVITIES: Net income $ 3,662 $ 3,662 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization - 10,643 Amortization of deferred gain on debt restructure - (45) Equity in income of consolidated subsidiaries (3,662) (924) Cash provided by (used in) changes in operating assets and liabilities: Trade accounts receivables - (3,685) Intercompany receivables, net 3,718 (10,262) Other current assets - (1,241) Accounts payable and other accrued expenses - (8,288) -------- -------- Net cash provided by (used in) operating activities 3,718 (10,140) -------- -------- INVESTING ACTIVITIES: Additions to property and equipment - (20,543) Other - (1,135) -------- -------- Net cash used in investing activities - (21,678) -------- -------- FINANCING ACTIVITIES: Proceeds from stock options and warrants exercised 21 - Proceeds from issuance of common stock 11 - Principal payments of debt and capital lease obligations (3,750) (4,701) Proceeds from issuance of debt - 4,506 Other - - -------- -------- Net cash used in financing activities (3,718) (195) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - (32,013) CASH AND CASH EQUIVALENTS: Beginning of period - 43,250 -------- -------- End of period $ - $ 11,237 ======== ======== NON-GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ------------------ ---------------- ------------------- OPERATING ACTIVITIES: Net income $ 924 $ (4,586) $ 3,662 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,472 - 12,115 Amortization of deferred gain on debt restructure - - (45) Equity in income of consolidated subsidiaries - 4,586 - Cash provided by (used in) changes in operating assets and liabilities: Trade accounts receivables (792) - (4,477) Intercompany receivables, net 6,544 - - Other current assets 109 - (1,132) Accounts payable and other accrued expenses (105) - (8,393) -------- -------- -------- Net cash provided by (used in) operating activities 8,152 - 1,730 -------- -------- -------- INVESTING ACTIVITIES: Additions to property and equipment (6,322) - (26,865) Other (148) - (1,283) -------- -------- -------- Net cash used in investing activities (6,470) - (28,148) -------- -------- -------- FINANCING ACTIVITIES: Proceeds from stock options and warrants exercised - - 21 Proceeds from issuance of common stock - - 11 Principal payments of debt and capital lease obligations (143) - (8,594) Proceeds from issuance of debt - - 4,506 Other (266) - (266) -------- -------- -------- Net cash used in financing activities (409) - (4,322) -------- -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,273 - (30,740) CASH AND CASH EQUIVALENTS: Beginning of period 1,490 - 44,740 -------- -------- -------- End of period $ 2,763 $ - $ 14,000 ======== ======== ========
17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The statements contained in this report that are not purely historical or which might be considered an opinion or projection concerning the Company or its business, whether express or implied, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include statements regarding the Company's expectations, intentions, plans or strategies regarding the future, including statements related to the Year 2000 Issue. All forward-looking statements included in this report are based upon information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company's actual results could differ materially from those described or implied in such forward-looking statements because of certain factors which could affect the Company. Such forward-looking statements should be evaluated in light of the following factors: availability of financing; limitations and delays in reimbursement by third party payors; contract renewals and financial stability of customers; technology changes; governmental regulations; conditions within the health care environment; Year 2000 issues; adverse utilization trends for certain diagnostic imaging procedures; aggressive competition; general economic factors; successful integration of acquisitions; and the risk factors described in the Company's periodic filings with the SEC on Forms 10-K, 10-Q and 8-K (if any) and the factors described under "Risk Factors" in the Company's Registration Statement on Form S-4, filed with the SEC on August 4, 1998, and any amendments thereto. ACQUISITIONS The Company believes a consolidation in the diagnostic imaging industry is occurring and is necessary in order to provide surviving companies the opportunity to achieve operating and administrative efficiencies through consolidation. The Company's strategy is to further develop and expand regional diagnostic imaging networks that emphasize quality of care, produce cost-effective diagnostic information and provide superior service and convenience to its customers. The strategy of the Company is focused on the following components: (i) to further participate in the consolidation occurring in the diagnostic imaging industry by continuing to build its market presence in its existing regional diagnostic imaging networks through geographically disciplined acquisitions; (ii) to develop or acquire additional regional networks in strategic locations where the Company can offer a broad range of services to its customers and realize increased economies of scale; (iii) to continue to market current diagnostic imaging applications through its existing facilities to optimize and increase overall procedure volume; (iv) to strengthen the regional diagnostic imaging networks by focusing on managed care customers; and (v) to implement a variety of new products and services designed to further leverage its core business strengths, including: Open MRI systems and the radiology co-source product which involves the joint ownership and management of the physical and technical operations of a single or multi-modality facility on a hospital campus. The Company believes that long-term viability is contingent upon its ability to successfully execute its business strategy. In fiscal 1999, the Company completed two acquisitions as follows: a 70% interest in a partnership which owns four Centers and two Fixed Facilities in Buffalo, New York; and a 100% interest in three Centers and two Fixed Facilities in Phoenix, Arizona. The cumulative purchase price for these two acquisitions was approximately $16.9 million. In fiscal 2000, the Company opened its second radiology co-source outpatient Fixed Facility in Granada Hills, California, which was financed with internally generated funds and opened an Open MRI Fixed Facility in Pleasanton, California. Effective December 31, 1999, the Company closed an Open MRI Fixed Facility in Atlanta, Georgia. In the third quarter of fiscal 2000, the Company completed the acquisition of two Fixed Facilities located in Indianapolis and Clarksville, Indiana, respectively. The purchase price for these acquisitions was approximately $6.9 million. 18 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES The Company operates in a capital intensive, high fixed cost industry that requires significant amounts of working capital to fund operations, particularly the initial start-up and development expenses of new operations and yet is constantly under external pressure to contain costs and reduce prices. Revenues and cash flows have been adversely affected by an increased collection cycle, competitive pressures and major restructurings within the health care industry. This adverse effect on revenues and cash flow is expected to continue. The Company continues to pursue acquisition opportunities. The Company believes that the expansion of its business through acquisitions is a key factor in maintaining profitability. Generally, acquisition opportunities are aimed at increasing revenues and operating income, and maximizing utilization of existing capacity; however, the Company has incurred and will continue to incur certain associated costs, including the salaries, benefits and travel expenses of its business development team. Incremental operating income resulting from future acquisitions will vary depending on geographic location, whether facilities are Mobile or Fixed, the range of services provided and the Company's ability to integrate the acquired businesses into its existing infrastructure. Since 1996, the Company has completed eleven acquisitions. No assurance can be given, however, that the Company will be able to identify suitable acquisition candidates and thereafter complete such acquisitions on terms acceptable to the Company. The Company has outstanding $100 million of 9 5/8% senior subordinated notes (Notes). The Notes mature in June 2008, with interest payable semi-annually and are redeemable at the option of the Company, in whole or in part, on or after June 15, 2003. The Notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future indebtedness, as defined in the indenture, of the Company, including borrowings under the bank financing described below. The terms of the Notes contain certain restrictions on the Company's ability to take certain actions without first obtaining consent of the noteholders. The Company also has the following credit facilities with Bank of America, N.A.: (i) a $50 million term loan which expires in June 2004, (ii) a $25 million working capital facility which expires in June 2003, and (iii) a $75 million acquisition facility which expires in June 2004 (Bank Financing). Borrowings under the Bank Financing bear interest at LIBOR plus 1.75%. The Company is required to pay an annual unused facility fee of between 0.375% and 0.5%, payable quarterly, on unborrowed amounts under the working capital and acquisition facilities, of which the Company paid approximately $0.2 million during the six months ended December 31, 1999. At December 31, 1999, there was (i) approximately $38.8 million in borrowings under the term loan, (ii) approximately $8.0 million in borrowings under the working capital facility, and (iii) approximately $15.1 million in borrowings under the acquisition facility. Additionally, the Company borrowed approximately $8.0 million in January 2000 to complete the acquisition of the two Fixed Facilities discussed above. As of January 31, 2000, the Company had borrowing availability of approximately $17 million and $50 million under the working capital facility and the acquisition facility, respectively. Net cash provided by operating activities was approximately $10.3 million for the six months ended December 31, 1999. Cash provided by operating activities resulted primarily from net income before depreciation and amortization (approximately $17.8 million), offset by an increase in trade accounts receivables (approximately $4.3 million) and a decrease in accounts payable and other accrued expenses (approximately $2.5 million). The increase in trade accounts receivables is due primarily to the Company's acquisition and development activities. Net cash used in investing activities was approximately $12.3 million for the six months ended December 31, 1999. Cash used in investing activities resulted primarily from the Company purchasing or upgrading diagnostic imaging equipment at its existing facilities (approximately $10.7 million) and at the facilities acquired in fiscal 1999 described above (approximately $1.4 million). Net cash used in financing activities was approximately $2.6 million for the six months ended December 31, 1999, resulting primarily from borrowings under the working capital facility described above (approximately $5.0 million), offset by principal payments of debt and capital lease obligations (approximately $7.5 million). The Company has committed to purchase or lease in connection with the development of new Mobile Facilities and replacement of diagnostic imaging equipment at Fixed and Mobile Facilities, at an aggregate cost of approximately 19 $6 million, six MRI systems for delivery during the year ending June 30, 2000. The Company expects to use internally generated funds or leases from General Electric Company (GE) to finance the purchase of such equipment. In addition, the Company previously committed to purchase or lease from GE, 24 Open MRI systems for delivery and installation. As of December 31, 1999, the Company had taken delivery of 18 of such Open MRI systems and had cancelled orders for three of such systems without further obligation to GE. The remaining three systems are included in the commitments discussed above. The Company may purchase, lease or upgrade other MRI systems as opportunities arise to place new equipment into service when new contract services agreements are signed, existing agreements are renewed, acquisitions are completed, or new imaging centers are developed in accordance with the Company's business strategy. Effective December 1, 1999, the Company purchased 38 pieces of diagnostic imaging equipment from GE by converting operating leases to capital leases. The capital leases bear interest at 9% per annum, have 48 to 72 month terms and contain a $1.00 buyout at the end of each lease. The total purchase price was approximately $45 million. The effect of this transaction is immaterial for the month of December 1999, creating an increase in depreciation and interest while reducing equipment lease expense. The Company believes, on an annualized basis, equipment lease expense will be reduced by approximately $12 million, and depreciation and interest combined will be increased by approximately the same amount. In addition, in December 1999, the Company purchased four pieces of diagnostic imaging equipment which were also financed through capital leases with GE. The total purchase price was approximately $7 million. The Company believes that, based on current levels of operations and anticipated growth, its cash from operations, together with other available sources of liquidity, including borrowings available under the Bank Financing, will be sufficient through June 30, 2001 to fund anticipated capital expenditures and make required payments of principal and interest on its debt, including payments due on the Notes and obligations under the Bank Financing. In addition, the Company continually evaluates potential acquisitions and expects to fund such acquisitions from its available sources of liquidity, including borrowings under the Bank Financing. The Company's acquisition strategy, however, may require sources of capital in addition to that currently available to the Company, and no assurance can be given that the Company will be able to raise any such necessary additional funds on terms acceptable to the Company or at all. RESULTS OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998 REVENUES: Revenues increased approximately 20.2% from approximately $76.8 million for the six months ended December 31, 1998, to approximately $92.3 million for the six months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $7.1 million) and an increase in contract services and patient services revenues (approximately $9.0 million) at existing facilities, offset by a decrease in other revenues (approximately $0.6 million), primarily due to a one-time settlement payment in connection with an earn-out from the sale of the Company's lithotripsy partnerships which was recorded in 1998 (approximately $0.4 million). Contract services revenues increased approximately 23.2% from approximately $40.1 million for the six months ended December 31, 1998, to approximately $49.4 million for the six months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $2.3 million) and an increase in the Company's existing business (approximately $7.0 million). The increase in existing business was due to (i) the addition of eight Mobile Facilities under fixed monthly fee contracts and (ii) higher utilization (approximately 15%) at the Company's existing mobile customer base offset by a decline in reimbursement from customers, primarily hospitals (approximately 2%). Contract services revenues, primarily earned by its Mobile Facilities, represented approximately 54% of total revenues for the six months ended December 31, 1999. Each year approximately one-quarter to one-third of the contract services agreements are subject to renewal. It is expected that some high volume customer accounts will elect not to renew their agreements and instead will purchase or lease their own diagnostic imaging equipment and some customers may choose an alternative services provider. In the past where agreements have not been renewed, 20 the Company has been able to obtain replacement customer accounts. While some replacement accounts have initially been smaller than the lost accounts, such replacement accounts revenues have generally increased over the term of the agreement. The non-renewal of a single customer agreement would not have a material impact on the Company's contract services revenues; however, non-renewal of several agreements could have a material impact on contract services revenues. In addition, the Company's contract services revenues with regard to its Mobile Facilities in certain markets depend in part on some customer accounts with high volume. If the future reimbursement levels of such customers were to decline or cease or if such customers were to become financially insolvent and if such agreements were not replaced with new accounts or with the expansion of services on existing accounts, the Company's contract services revenues would be adversely affected. Patient services revenues increased approximately 19.4% from approximately $35.1 million for the six months ended December 31, 1998, to approximately $41.9 million for the six months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $4.8 million) and an increase in revenues at existing facilities (approximately $2.0 million). The increase at existing facilities was due to higher utilization (approximately 9%), partially offset by a decline in reimbursement from third party payors (approximately 1%). Management believes that any future increases in revenues at existing facilities can only be achieved by higher utilization and not by increases in procedure prices; however, slower start-ups of new operations, excess capacity of diagnostic imaging equipment, increased competition, and the expansion of managed care may impact utilization and make it difficult for the Company to achieve revenue increases in the future, absent the execution of provider agreements with managed care companies and other payors, and the execution of the Company's business strategy, particularly acquisitions. The Company's operations are principally dependent on its ability (either directly or indirectly through its hospital customers) to attract referrals from physicians and other health care providers representing a variety of specialties. The Company's eligibility to provide service in response to a referral is often dependent on the existence of a contractual arrangement with the referred patient's insurance carrier (primarily if the insurance is provided by a managed care organization). Managed care contracting has become very competitive and reimbursement schedules are at or below Medicare reimbursement levels, and a significant decline in referrals could have a material impact on the Company's revenues. COSTS OF OPERATIONS: Costs of operations increased approximately 23.1% from approximately $61.4 million for the six months ended December 31, 1998, to approximately $75.6 million for the six months ended December 31, 1999. This increase was due primarily to additional costs related to the acquisitions and opened centers discussed above (approximately $7.0 million) and at existing facilities (approximately $7.2 million). Costs of operations, as a percentage of total revenues, increased from approximately 80.0% for the six months ended December 31, 1998, to approximately 81.9% for the six months ended December 31, 1999. The percentage increase is due primarily to higher salaries and benefits at existing facilities and the acquisitions and opened centers discussed above. CORPORATE OPERATING EXPENSES: Corporate operating expenses increased approximately 14.9%, from approximately $4.7 million for the six months ended December 31, 1998, to approximately $5.4 million for the six months ended December 31, 1999. This increase was due primarily to (i) increased salaries, benefits and travel and costs associated with the Company's acquisition and development activities, and (ii) additional information systems costs, offset by a decrease in other travel and consulting costs. Corporate operating expenses, as a percentage of total revenues, decreased from approximately 6.1% for the six months ended December 31, 1998, to approximately 5.9% for the six months ended December 31, 1999. INTEREST EXPENSE, NET: Interest expense, net increased approximately 20.0% from approximately $7.0 million for the six months ended December 31, 1998, to approximately $8.4 million for the six months ended December 31, 1999. This increase was due primarily to additional debt related to (i) the acquisitions discussed above, (ii) the buy-out of operating leases discussed above and (iii) the Company upgrading its existing diagnostic imaging equipment, offset by reduced interest as a result of amortization of long-term debt. 21 PROVISION FOR INCOME TAXES: Provision for income taxes increased from approximately $0.3 million for the six months ended December 31, 1998, to approximately $0.7 million for the six months ended December 31, 1999. The effective tax rate increased to approximately 20% in 1999 from approximately 7% in 1998 primarily as a result of the effects of benefits from the Company's net operating loss carryforwards. At the beginning of each fiscal year, the Company estimates its effective tax rate for the fiscal year. In addition, the Company periodically reviews the effective tax rate in light of certain factors, including actual operating income, acquisitions completed and new centers opened, and the effects of benefits from the Company's net operating loss carryfowards. This review may result in an increase or decrease in the effective tax rate during the fiscal year. INCOME PER COMMON AND CONVERTED PREFERRED SHARE: On a diluted basis, net income per common and converted preferred share was $0.28 for the six months ended December 31, 1999, compared to net income per common and converted preferred share of $0.39 for the same period in 1998. The decrease in net income per common and converted preferred share is the result of (i) increased interest expense and (ii) an increase in provision for income taxes, offset by (i) increased income from company operations and (ii) an increase in earnings from unconsolidated partnerships. THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 1998 REVENUES: Revenues increased approximately 18.5% from approximately $38.9 million for the three months ended December 31, 1998, to approximately $46.1 million for the three months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $4.0 million) and an increase in contract services and patient services revenues (approximately $4.0 million) at existing facilities, offset by a decrease in other revenues (approximately $0.8 million), primarily due to a one-time settlement payment in connection with an earn-out from the sale of the Company's lithotripsy partnerships which was recorded in 1998 (approximately $0.4 million). Contract services revenues increased approximately 24.6% from approximately $19.9 million for the three months ended December 31, 1998, to approximately $24.8 million for the three months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $1.3 million) and to an increase in the Company's existing business (approximately $3.6 million). The increase in existing business was due to (i) the addition of eight Mobile Facilities under fixed monthly fee contracts and (ii) higher utilization (approximately 18%) at the Company's existing mobile customer base offset by a decline in reimbursement from customers, primarily hospitals (approximately 2%). Patient services revenues increased approximately 17.9% from approximately $17.9 million for the three months ended December 31, 1998, to approximately $21.1 million for the three months ended December 31, 1999. This increase was due primarily to the acquisitions and opened centers discussed above (approximately $2.7 million) and an increase in revenues at existing facilities (approximately $0.5 million). The increase at existing facilities was due to higher utilization (approximately 8%), partially offset by a decline in reimbursement from third party payors (approximately 1%). COSTS OF OPERATIONS: Costs of operations increased approximately 22.2% from approximately $30.7 million for the three months ended December 31, 1998, to approximately $37.5 million for the three months ended December 31, 1999. This increase was due primarily to additional costs related to the acquisitions and opened centers discussed above (approximately $3.6 million) and at existing facilities (approximately $3.2 million). Costs of operations, as a percentage of total revenues, increased from approximately 79.0% for the three months ended December 31, 1998, to approximately 81.3% for the three months ended December 31, 1999. The percentage increase is due primarily to higher salaries and benefits at existing facilities and the acquisitions and opened centers discussed above. CORPORATE OPERATING EXPENSES: Corporate operating expenses increased approximately 12.0%, from approximately $2.5 million for the three months ended December 31, 1998, to approximately $2.8 million for the three months ended December 31, 1999. This increase was due primarily to (i) increased salaries, benefits and 22 travel costs associated with the Company's acquisition and development activities, and (ii) additional information systems costs, offset by a decrease in other travel and consulting costs. Corporate operating expenses, as a percentage of total revenues, decreased from approximately 6.3% for the three months ended December 31, 1998, to approximately 6.1% for the three months ended December 31, 1999. INTEREST EXPENSE, NET: Interest expense, net increased approximately 22.2% from approximately $3.6 million for the three months ended December 31, 1998, to approximately $4.4 million for the three months ended December 31, 1999. This increase was due primarily to additional debt related to (i) the acquisitions discussed above, (ii) the buy-out of operating leases discussed above, and (iii) the Company upgrading its existing diagnostic imaging equipment, offset by reduced interest as a result of amortization of long-term debt. PROVISION FOR INCOME TAXES: Provision for income taxes increased from approximately $0.2 million for the three months ended December 31, 1998, to approximately $0.3 million for the three months ended December 31, 1999. The effective tax rate increased to approximately 20% in 1999 from approximately 10% in 1998 primarily as a result of the effects of benefits from the Company's net operating loss carryforwards. At the beginning of each fiscal year, the Company estimates its effective tax rate for the fiscal year. In addition, the Company periodically reviews the effective tax rate in light of certain factors, including actual operating income, acquisitions completed and new centers opened, and the effects of benefits from the Company's net operating loss carryfowards. This review may result in an increase or decrease in the effective tax rate during the fiscal year. INCOME PER COMMON AND CONVERTED PREFERRED SHARE: On a diluted basis, net income per common and converted preferred share was $0.14 for the three months ended December 31, 1999, compared to net income per common and converted preferred share of $0.21 for the same period in 1998. The decrease in net income per common and converted preferred share is the result of (i) increased interest expense and (ii) an increase in provision for income taxes, offset by (i) increased income from company operations and (ii) an increase in earnings from unconsolidated partnerships. NEW PRONOUNCEMENTS In fiscal 2001, the Company will be required to adopt Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivatives, Instruments and Hedging Activities", as deferred and amended by SFAS No. 137. The Company believes the adoption of this standard will not have a material impact on the Company's financial condition or results of operations. YEAR 2000 ISSUE IMPACT OF YEAR 2000: The Year 2000 Issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, computer programs, computers and embedded microprocessors controlling equipment with date-sensitive systems may recognize Year 2000 as 1900 or not at all. This inability to recognize or properly treat Year 2000 may result in computer system failures or miscalculations of critical financial and operational information as well as failures of equipment controlling date-sensitive microprocessors. In addition, miscalculations or failures could be caused by the fact that the Year 2000 is a leap year. STATE OF READINESS: The Company started to formulate a plan to address the Year 2000 Issue in late 1995. The Company's primary focus was on its own internal information technology systems, including all types of systems in use by the Company in its operations, marketing, finance and human resources departments, and to deal with the most critical systems first. The Company developed a Year 2000 Plan to address all of its Year 2000 Issues. The Company gave its Executive Vice President and Chief Information Officer specific responsibility for managing its Year 2000 Plan and a Year 2000 Committee was established to assist in developing and implementing the Year 2000 Plan. As of January 31, 2000, the Company had not experienced and does not expect to experience any material disruptions to its operations due to Year 2000 Issues; however, no assurance can be given that the Company has assessed, identified or corrected all Year 2000 Issues that may arise in the coming months. 23 The Company completed, prior to December 31, 1999, assessment, renovation, testing and implementation of all of its internal information technology systems, embedded microprocessors in its other equipment, facilities and corporate and regional offices, and its diagnostic imaging equipment. The Company also completed, prior to December 31, 1999, its assessment of the potential Year 2000 problems with the information systems of its payors, customers, business partners, landlords and vendors. As part of the Company's Year 2000 Plan, it requested readiness statements from any third parties whose non-compliance could materially adversely affect the Company. As of January 31, 2000, the Company had not experienced any Year 2000 Issues with its payors, customers, business partners, landlords, vendors and third parties. PRIOR COST ESTIMATES TO ADDRESS YEAR 2000 ISSUES: The Company originally estimated the cost of assessment, renovation, testing and implementation would range from approximately $500,000 to $800,000, primarily related to capital expenditures for the replacement of diagnostic imaging equipment. As of January 31, 2000, the Company had incurred less than $250,000 in costs relating to consultants, additional personnel, programming, new software and hardware, software upgrades and travel expenses and the Company does not expect to incur significant additional expenses for Year 2000 efforts; except for the early replacement of a piece of non-compliant diagnostic imaging equipment at a Fixed Facility, at a cost of approximately $400,000, in the third quarter of fiscal 2000, which was scheduled for replacement in fiscal 2001. The Company's costs may increase if additional Year 2000 Issues arise in the future. RISKS TO THE COMPANY: Although the Company has completed the implementation of its Year 2000 Plan and has not encountered any material Year 2000 Issues, there are risks if its efforts did not address all uncertainties or that all uncertainties have been properly identified. A failure by the Company in remedying a Year 2000 Issue, or its failure to be, or the failure of its payors, customers, business partners, landlords, vendors and other third parties to be, Year 2000 compliant, could, in the worst-case scenario, cause a business interruption which may materially adversely affect the Company's business, financial condition and results of operations depending upon the extent and duration of the business interruption. CONTINGENCY PLANS: The Company implemented a contingency plan to address unavoided or unavoidable Year 2000 risks with internal information technology systems and with customers, vendors and other third parties but no assurance can be given that such plan will address all risks that may actually arise. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's market risk exposure relates primarily to interest rates, where the Company will periodically use interest rate swaps to hedge interest rates on long-term debt under its Bank Financing. The Company does not engage in activities using complex or highly leveraged instruments. At December 31, 1999, the Company had outstanding long-term debt of approximately $61.8 million which has floating rate terms. The Company also had outstanding an interest rate swap, converting $37.8 million of its floating rate debt to fixed rate debt. Since the majority of the Company's debt has historically been fixed-rate debt, the impact of the interest rate swap has not been material on the Company's weighted average interest rate. 24 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) On December 7, 1999, the Company held its annual meeting of stockholders at which the two matters to be acted upon was the election of two directors, Frank E. Egger and Leonard H. Habas as Class III Directors, to serve for a three year term and the consideration and approval of the Company's 1999 Stock Option Plan. (b) Inapplicable. (c) (i) 2,337,948 shares were voted in favor of Messrs. Egger and Habas, and 131,099 shares were withheld. (ii) 2,740,365 shares were voted for approval of the 1999 Stock Option Plan, 310,648 shares were voted against the approval of the 1999 Stock Option Plan and 2,782 shares abstained. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. 27 Financial Data Schedule (d) REPORTS ON FORM 8-K. The Company did not file any Current Report on Form 8-K with the SEC for the quarter ended December 31, 1999. 25 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. INSIGHT HEALTH SERVICES CORP. /s/ Steven T. Plochocki ------------------------------------- Steven T. Plochocki President and Chief Executive Officer /s/ Thomas V. Croal ------------------------------------ Thomas V. Croal Executive Vice President and Chief Financial Officer February 11, 2000 26 EX-27 2 EXHIBIT 27
5 1,000 6-MOS JUN-30-2000 JUL-01-1999 DEC-31-1999 9,685 0 40,279 0 0 58,072 192,888 50,500 288,045 38,137 202,166 0 37,096 3 9,737 288,045 91,282 92,287 0 74,178 5,439 1,412 8,359 3,302 660 2,642 0 0 0 2,642 0.29 0.28
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