-----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, QGFAqVWeS5NtJbS8KQFatqaaOGTkURC6PvaJAdnH3mNZnnPeeOVoDLzXuHMJaoc4 KuuXrR9ta32dYhFAm4Qn9w== 0001047469-98-022748.txt : 19980604 0001047469-98-022748.hdr.sgml : 19980604 ACCESSION NUMBER: 0001047469-98-022748 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980514 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980603 SROS: NASD 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: 8-K SEC ACT: SEC FILE NUMBER: 333-02935 FILM NUMBER: 98641859 BUSINESS ADDRESS: STREET 1: 4440 VON KARMAN AVENUE STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7144760733 MAIL ADDRESS: STREET 1: 4440 VON KARMAN AVE., STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 14, 1998 ------------------------------ InSight Health Services Corp. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-28622 33-0702770 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification No.) 4400 MacArthur Boulevard, 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 or former address, if changed since last report) ITEM 5. OTHER EVENTS On May 14, 1998, InSight Health Services Corp., a Delaware corporation ("Registrant"), issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, announcing that it intended to raise approximately $100 million pursuant to a private placement of senior subordinated notes, subject to market and other conditions. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a)-(b) Not applicable (c) Exhibits. 99.1 Press Release dated May 14, 1998 (filed herewith). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 3, 1998 INSIGHT HEALTH SERVICES CORP. By: /s/ E. Larry Atkins ------------------------------------- E. Larry Atkins President and Chief Executive Officer 3 EXHIBIT INDEX SEQUENTIALLY EXHIBIT NO. DOCUMENT DESCRIPTION NUMBERED PAGE - ----------- -------------------- ------------- 99.1 Press Release dated May 14, 1998. EX-99.1 2 EXHIBIT 99.1 [INSIGHT LETTERHEAD] Contacts At Lippert/Heilshorn & Assoc.: Lillian Armstrong/Adam Aron 415-433-3777 At InSight: Tom Croal Executive Vice President/ Chief Financial Officer 949-476-0733 INSIGHT HEALTH SERVICES CORP. ANNOUNCES 24% INCREASE IN THIRD QUARTER REVENUE - COMPANY REPORTS EARNINGS PER SHARE OF $0.20 VS. $0.07 - - COMPANY ANNOUNCES PROPOSED $100 MILLION PRIVATE PLACEMENT - NEWPORT BEACH, CALIFORNIA, May 14, 1998 - InSight Health Services Corp. (""InSight") (NASDAQ: IHSC) today reported results of operations for its third fiscal quarter ended March 31, 1998. Total revenues for the quarter increased 24% to $28,559,000 from $23,033,000 in the quarter ended March 31, 1997. Net income grew to $1,930,000 or $0.20 per share (diluted) compared with $380,000 or $0.07 per share for the same period last year. Total revenues for the nine months ended March 31, 1998 increased 26% to $85,673,000 from $68,129,000 for the nine months ended March 31, 1997. In the quarter ended December 31, 1997, InSight recorded a one-time charge of approximately $6,309,000 associated with the termination, as part of InSight's 1997 capital infusion, of its supplemental service fee agreement with General Electric Company ("GE"), which entitled GE to receive payments equal to 14% of InSight's pretax income. Net income exclusive of the one- time charge was $4,856,000 or $0.62 per share (diluted) for the first nine months ended March 31, 1998, compared to net income of $748,000 or $0.14 per share for the same period last year. Giving effect to the one-time charge, InSight reported a net loss of $1,453,000 or ($0.19) per share for the nine months ended March 31, 1998. Commenting on the quarter, E. Larry Atkins, InSight's President and Chief Executive Officer stated, "We continue to see increased benefits from the recent capital infusion. Interest rates have been reduced, margins have increased, and our acquisition strategy remains on track. As previously announced, in April 1998, InSight signed a definitive agreement to acquire Signal Medical Services, Inc, which generated revenues of approximately $21 million in 1997. - MORE - InSight Health Services Page 2 Upon completion, the transaction will significantly expand and strengthen our geographic coverage on the East Coast." Atkins continued, "Also during the quarter, we signed an agreement with The Memorial Hermann Health System in Houston, Texas to provide MRI services and manage Hermann Hospital's freestanding imaging centers, a multi-modality co-source agreement with Catholic Healthcare West to provide all outpatient radiology services on the campus of St. John's Regional Medical Center in Oxnard, California, and a national contract with Community Health Systems to be the sole preferred provider for mobile MRI services to its affiliated hospitals. We also placed into service an Open MRI system at the imaging center in Murfreesboro, Tennessee, which we acquired in November 1997. In addition, we are aggressively pursuing our regional diagnostic imaging network strategy to support the continued growth of our core business." Thomas V. Croal, InSight's Chief Financial Officer, added, "We have completed seven acquisitions since July 1996. Our ability to effectively integrate acquisitions into our existing networks continues to improve our operating results." Private Placement The Company also announced that it intends to raise approximately $100 million pursuant to a private placement of senior subordinated notes, subject to market and other conditions. The securities to be offered in the private placement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold absent registration under the Securities Act and applicable state securities laws or applicable exemptions from registration requirements. The Company intends to use the net proceeds of the proposed private placement to pay certain indebtedness outstanding under its existing bank credit facility. Amounts used to pay such indebtedness may be reborrowed for general corporate purposes, including, future acquisitions. Safe Harbor Statement Statements made in this news release that state the Company's or management's intentions, hopes, beliefs, expectations or predictions for the future are forward-looking statements that involve risks and uncertainties. It is important to note that the Company's actual - MORE - InSight Health Services Page 3 results and experience could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, developments and results of the Company's and Signal's business include, but are not limited to changing regulatory environment, limitations and delays in reimbursement by third party payers, contract renewals, financial stability of customers, aggressive competition, industry-wide market factors and other risk factors detailed in the Company's SEC filings. About InSight Health Services InSight, headquartered in Newport Beach, California, provides diagnostic imaging and information, treatment and related management services. It serves managed care, hospitals and other contractual customers in 25 US states, including five major US markets: California, the Southwest, including a major presence in Texas, the Midwest, the Northeast and the Southeast. - TABLES TO FOLLOW - InSight Health Services Page 4 INSIGHT HEALTH SERVICES CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share data)
Three Months Ended Nine Months Ended March 31, March 31, -------------------- ------------------- 1998 1997 1998 1997 ---------- -------- -------- -------- (Unaudited) (Unaudited) STATEMENT OF OPERATIONS DATA: Revenues: Contract services $ 12,846 $ 11,596 $ 39,186 $ 35,186 Patient services 15,056 10,695 43,855 31,153 Other 657 742 2,632 1,790 ---------- --------- --------- --------- Total revenues 28,559 23,033 85,673 68,129 Costs of operations Costs of services 14,745 12,647 44,513 37,386 Provision for doubtful accounts 480 258 1,525 1,116 Equipment leases 3,981 4,732 12,983 13,822 Depreciation and amortization 3,905 2,471 10,670 7,203 ---------- --------- --------- --------- Total costs of operations 23,111 20,108 69,691 59,527 ---------- --------- --------- --------- Gross profit 5,448 2,925 15,982 8,602 Corporate operating expenses 2,254 1,688 6,510 5,343 Provision for supplemental service fee termination - - 6,309 - ---------- --------- --------- --------- Income from company operations 3,194 1,237 3,163 3,259 Equity in earnings of unconsolidated partnerships 156 120 480 364 ---------- --------- --------- --------- Operating Income 3,350 1,357 3,643 3,623 Interest expense, net (1,420) (947) (4,665) (2,741) ---------- --------- --------- --------- Income (loss) before provision for income taxes 1,930 410 (1,022) 882 Provision for income taxes - 30 431 134 ---------- --------- --------- --------- Net income (loss) $ 1,930 $ 380 $ (1,453) $ 748 ---------- --------- --------- --------- ---------- --------- --------- --------- Income (loss) per common and preferred share: Basic $ 0.21 $ 0.07 $ (0.19) $ 0.14 ---------- --------- --------- --------- ---------- --------- --------- --------- Diluted $ 0.20 $ 0.07 $ (0.19) $ 0.14 ---------- --------- --------- --------- ---------- --------- --------- --------- Weighted average number of common and preferred shares outstanding: Basic 9,075,693 5,216,485 7,589,549 5,213,882 ---------- --------- --------- --------- ---------- --------- --------- --------- Diluted 9,493,304 5,438,545 7,589,549 5,444,308 ---------- --------- --------- --------- ---------- --------- --------- --------- BALANCE SHEET DATA: Total Assets $ 126,787 Total Stockholders' Equity $ 35,844
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