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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM_______________________________________________
COMMISSION FILE NO. 0-23311
RADIOLOGIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2648089
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification)
organization)
2200 ROSS AVENUE
3600 CHASE TOWER
DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
(214) 303-2776
(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 stock, as of the latest practicable date.
Class Outstanding at July 31, 2001
COMMON STOCK, $0.0001 PAR VALUE 19,507,428 SHARES
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RADIOLOGIX, INC.
FORM 10-Q
INDEX
FORM 10-Q ITEM PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2001 (Unaudited) and December 31, 2000........... 1
Consolidated Statements of Income (Unaudited) for the three and six months
ended June 30, 2001 and 2000................................................................ 2
Consolidated Statements of Cash Flows (Unaudited) for the three and six months
ended June 30, 2001 and 2000................................................................ 3
Notes to Consolidated Financial Statements.................................................. 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ...... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................. 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................... 14
Item 2. Changes in Securities and Use of Proceeds................................................... 14
Item 3. Defaults Upon Senior Securities............................................................. 14
Item 4. Submission of Matters to a Vote of Security Holders......................................... 14
Item 5. Other Information .......................................................................... 14
Item 6. Exhibits and Reports on Form 8-K............................................................ 14
SIGNATURES.................................................................................................... 15
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RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
JUNE 30, DECEMBER 31,
2001 2000
----------- -------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents.................................................... $ 463 $ 3,620
Accounts receivable, net of allowances ...................................... 71,715 68,214
Due from affiliates ......................................................... 5,344 5,472
Income tax receivable ....................................................... 1,406 7,341
Other current assets......................................................... 9,454 7,637
----- -----
Total current assets...................................................... 88,382 92,284
PROPERTY AND EQUIPMENT, net of accumulated depreciation........................ 51,198 57,375
INVESTMENTS IN JOINT VENTURES.................................................. 7,584 7,293
INTANGIBLE ASSETS, net......................................................... 96,765 98,848
DEFERRED FINANCING COSTS, net.................................................. 5,914 3,907
OTHER ASSETS................................................................... 11,053 8,929
----- -----
Total assets.............................................................. $ 260,896 $ 268,636
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses........................................ $ 22,117 $ 21,886
Accrued physician retention.................................................. 11,927 9,878
Accrued salaries and benefits................................................ 6,464 5,081
Current portion of LTD, revolving credit facility............................ 23,496 12,720
Current portion of capital lease obligations................................. 5,464 6,037
----- -----
Total current liabilities................................................. 69,468 55,602
DEFERRED INCOME TAXES.......................................................... 4,096 4,097
LONG-TERM DEBT, net of current portion......................................... 871 1,157
CAPITAL LEASE OBLIGATIONS, net of current portion.............................. 8,763 10,922
LONG-TERM DEBT, REVOLVING CREDIT FACILITY...................................... 137,547 165,000
OTHER LIABILITIES.............................................................. 1,579 786
----- -----
Total liabilities......................................................... 222,324 237,564
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES................................ 1,402 1,353
STOCKHOLDERS' EQUITY:
Common stock................................................................. 2 2
Additional paid-in capital................................................... (579) (579)
Retained earnings ........................................................... 37,747 30,296
----- -----
Total stockholders' equity................................................ 37,170 29,719
----- -----
Total liabilities and stockholders' equity................................ $ 260,896 $ 268,636
========= ==========
See accompanying notes to unaudited condensed consolidated financial statements.
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RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2001 2000 2001 2000
------------ ----------- ------------ -------------
(UNAUDITED)
SERVICE FEE REVENUES..............................................$ 68,236 $ 61,783 $ 134,147 $ 121,030
COSTS AND EXPENSES:
Salaries and benefits...................................... 18,679 16,011 37,108 31,429
Field supplies............................................. 4,065 3,418 7,907 6,578
Field rent and lease expense............................... 8,538 7,596 16,766 14,667
Other field expenses....................................... 11,493 10,321 22,924 20,158
Bad debt expense........................................... 6,326 5,253 12,732 10,637
Corporate general and administrative....................... 3,540 2,944 6,510 5,550
Depreciation and amortization.............................. 5,863 5,544 11,466 10,908
Interest expense, net...................................... 4,102 4,275 8,502 8,518
----- ----- ----- -----
INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS.................... 5,630 6,421 10,232 12,585
EQUITY IN EARNINGS OF INVESTMENTS............................ 1,234 1,115 2,726 2,018
MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES.................................. (278) (228) (542) (510)
----- ----- ----- -----
INCOME BEFORE TAXES.......................................... 6,586 7,308 12,416 14,093
INCOME TAX EXPENSE........................................... 2,634 2,923 4,966 5,637
----- ----- ----- -----
NET INCOME $ 3,952 $4,385 $ 7,450 $ 8,456
======= ====== ======= =======
NET INCOME PER COMMON SHARE
Basic ............................................... $ 0.20 $ 0.22 $ 0.38 $ 0.43
Diluted ............................................... $ 0.19 $ 0.21 $ 0.36 $ 0.41
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic ............................................... 19,507 19,502 19,507 19,483
Diluted ............................................... 22,047 22,067 22,095 22,076
See accompanying notes to unaudited condensed consolidated financial statements.
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RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2001 2000 2001 2000
------- ------- ------- -------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................... $ 3,952 $4,385 $ 7,450 $8,456
Adjustments to reconcile net income to net cash
Minority interests.......................................... 278 228 542 510
Depreciation and amortization............................... 5,863 5,544 11,466 10,908
Equity in earnings of investments........................... (1,234) (1,115) (2,726) (2,018)
Changes in assets and liabilities
Accounts receivable, net.................................. (311) (3,660) (3,500) (11,469)
Other receivables and current assets...................... 496 (2,036) 4,286 (2,863)
Accounts payable and accrued expenses..................... 2,125 4,912 4,477 5,912
----- ----- ----- -----
Net cash provided by operating activities............... 11,169 8,258 21,995 9,436
----- ----- ----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................ (1,267) (4,370) (3,584) (7,678)
Cash paid for acquisitions..................................... -- (1,890) -- (8,910)
Distributions to joint ventures................................ (167) (584) (493) (626)
Distributions from joint ventures.............................. 1,431 686 2,435 1,258
Other investments.............................................. (2,680) -- (878) --
----- ----- ----- -----
Net cash used in investing activities....................... (2,683) (6,158) (2,520) (15,956)
----- ----- ----- -----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance (payments on) long-term debt............ (19,453) (3,566) (16,453) 10,434
Payments on capital leases..................................... (1,430) (1,226) (3,243) (2,895)
Financing costs................................................ (188) -- (2,936) --
Other.......................................................... -- 4 -- 12
----- ----- ----- -----
Net cash provided by (used in) financing activities......... (21,071) (4,788) (22,632) 7,551
----- ----- ----- -----
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS.................................................... (12,585) (2,688) (3,157) 1,031
CASH AND CASH EQUIVALENTS, beginning of period................... 13,048 8,021 3,620 4,302
----- ----- ----- -----
CASH AND CASH EQUIVALENTS, end of period......................... $ 463 $5,333 $ 463 $5,333
===== ====== ===== ======
See accompanying notes to unaudited condensed consolidated financial statements.
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RADIOLOGIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL:
Radiologix, Inc. (together with its subsidiaries, "Radiologix" or the
"Company"), a Delaware corporation, is a leading provider of radiology services
in the United States through its ownership and operation of technologically
advanced, multi-modality outpatient diagnostic imaging centers. The Company's
full-service imaging centers typically offer a broad array of diagnostic imaging
modalities such as x-ray, magnetic resonance imaging ("MRI"), computed
tomography ("CT"), mammography, dual energy x-ray absorptiometry ("DEXA"),
ultrasound, nuclear medicine and positron emission tomography ("PET"), as well
as general radiography and fluoroscopy. Physicians use the diagnostic images,
which result from these procedures, and the radiology reports based on the
images to diagnose and manage diseases and injuries of their patients. Ordering
physicians rely extensively on this type of diagnostic information in making
health care treatment decisions.
As of June 30, 2001, the Company owns, operates or maintains an ownership
interest in imaging equipment at 122 locations and provides management services
to ten contracted radiology practices. The Company's imaging centers are located
in 18 states and the District of Columbia, with concentrated geographic coverage
in markets located in California, Florida, Illinois, Kansas, Maryland, New York,
Pennsylvania, Texas, Virginia and Washington, D.C.
Physician services are provided at all of the Company's imaging centers
associated with its ten contracted radiology practices under the terms of
service agreements, seven of which expire in November 2037, with the other three
expiring in 2038. Under the terms of the service agreements, the Company
provides management, administrative, technical and non-medical services to
contracted radiology practices in return for service fees. The service
agreements cannot be terminated by either party without cause, consisting
primarily of bankruptcy or material default. However, under certain conditions,
the Company can terminate the service agreement if the number of physicians in a
practice falls below a certain percentage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States and include the
accounts of the Company and its wholly-owned and majority-owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated in
consolidation.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," ("SFAS No. 142") becomes effective for the Company on
January 1, 2002. SFAS No. 142 requires that goodwill and other intangible assets
with an indefinite useful life no longer be amortized as expenses of operations,
but rather carried on the balance sheet as permanent assets. These intangible
assets are to be subject to at least annual assessments for impairment by
applying a fair-value-based test. Amortization of goodwill and other
indefinite-lived intangible assets amounted to $624,900 ($374,900 on an
after-tax basis) for the first six months of 2001 and is projected to amount to
$1,249,800 ($749,900 on an after-tax basis) for the full year of 2001. These
expense amounts, under SFAS 142, will not be recorded in years after 2001. The
Company is developing plans to determine fair values of its operations in which
goodwill and other indefinite-lived intangibles have been recorded and will
assess whether an impairment charge is warranted as of January 1, 2002 or at any
other assessment dates. The Company's service agreements, included in the
consolidated balance sheets as intangible assets, net, are not considered to
have an indefinite useful life and will continue to be amortized over a useful
life of 25 years.
Service Fee Revenues
Service fee revenues represent contracted radiology practices revenue less
amounts retained by contracted radiology practices. The amounts retained by
contracted radiology practices represent amounts paid to the contracted
radiology practices pursuant to the service agreements between the Company and
the contracted radiology practices. Under the service agreements, the Company
provides each physician group with the facilities and equipment used in its
medical practice, assumes responsibility for the
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management of the operations of the practice, and employs substantially all of
the non-physician personnel utilized by the group. The Company assists in
negotiating managed care contracts for the contracted radiology practices.
The following table sets forth the amounts of revenue for the contracted
radiology practices and diagnostic imaging centers that would have been
presented in the consolidated statements of income had Radiologix met the
provisions of the Financial Accounting Standards Board's Emerging Issues Task
Force's abstract, Issue 97-2, "Application of FASB Statement No. 94 and
Accounting Principles Board ("APB") Opinion No. 16 to Physician Practice
Management Entities and Certain Other Entities with Contractual Arrangements"
(in thousands):
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2001 2000 2001 2000
--------- --------- --------- ---------
Revenue for contracted radiology practices and
diagnostic imaging centers, net of contractual
allowances.................................... $ 97,153 $ 86,262 $ 189,438 $ 169,252
Less: amounts retained by contracted radiology
practices..................................... (28,917) (24,479) (55,291) (48,222)
-------- -------- --------- ---------
Service fee revenue, as reported................. $ 68,236 $ 61,783 $ 134,147 $ 121,030
======== ======== ========= =========
The Company's service fee revenue is dependent upon the operating results of
the contracted radiology practices. Where state law allows, service fees due
under the service agreements are derived from two distinct revenue streams: (1)
a negotiated percentage (typically 20% to 30%) of the adjusted professional
revenues as defined in the service agreement; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, the Company has negotiated a base service fee,
which is equal to the fair market value of the services provided under the
service agreement and which is renegotiated each year to equal the fair market
value of the services provided under the service agreement. The fixed fee
structure results in the Company receiving substantially the same amount of
service fee as it would have received under its negotiated percentage fee
structure. Adjusted professional revenues and adjusted technical revenues are
determined by deducting certain contractually agreed-upon expenses
(non-physician salaries and benefits, rent, depreciation, insurance, interest
and other physician costs) from the contracted radiology practices' revenue.
Service fee revenues of the Company's subsidiary, Questar Imaging, Inc.
("Questar") are primarily derived from technical revenues generated from those
imaging centers.
Service fee revenues consists of the following (in thousands):
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2001 2000 2001 2000
----------- ---------- ------------ ----------
Professional component.................. $ 15,986 $13,873 $ 31,220 $ 27,624
Technical component..................... 52,250 47,910 102,927 93,406
-------- ------- -------- --------
$ 68,236 $61,783 $134,147 $121,030
======== ======= ======== ========
3. LONG TERM DEBT
On March 30, 2001, the Company and the existing bank group amended the bank
credit facility. Under the terms of the amended credit facility, the
$160,000,000 of borrowings consist of a $100,000,000 Term Loan and a $60,000,000
revolving credit facility, including a $5,000,000 Swing Line Facility. Under the
amendment, on June 29, 2001, the Company made a $4,000,000 scheduled principal
installment. Scheduled principal installments for the fiscal year ended 2001
have been reduced from $47,100,000 under the prior amended agreement to
$12,000,000 under the new amendment. Scheduled principal installments through
June 30, 2002 consist of four quarterly installments as follows: 1) $4,000,000
on September 30, 2001, 2) $4,000,000 on December 31, 2001, 3) $6,000,000 on
March 31, 2002 and 4) $9,000,000 on June 30, 2002. Each of the facilities will
terminate on November 26, 2003. The interest rate is (i) an adjusted LIBOR rate,
plus an applicable margin which can vary from 3.00% to 4.00% dependent on
certain financial ratios or (ii) the prime rate, plus an applicable margin which
can vary from 2.00% to 3.00%. In each case, the applicable margin varies based
on financial ratios maintained by the Company. The credit facility includes
certain restrictive covenants including prohibitions on the payment of
dividends, limitations on capital expenditures
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and the maintenance of certain financial ratios (including maximum fixed charge
coverage ratio and maximum leverage ratio, as defined). At June 30, 2001, the
Company was in compliance with the covenants under the credit facility's
restrictive covenants. Borrowings under the credit facility are secured by all
service agreements, which the Company is, or becomes a party to, a pledge of the
stock of the Company's subsidiaries, and all of the Company's and its
wholly-owned subsidiaries' assets.
The Company has a $20,000,000 convertible junior subordinated note, which
matures July 31, 2009, and bears interest, payable quarterly in cash or payment
in kind securities, at an annual rate of 8.0%. At August 1, 2001, the
convertible junior subordinated note was convertible into Radiologix's common
stock at the price of $7.52 per share. If by August 1, 2002 or August 1, 2003
the closing price of Radiologix's common stock has not averaged $8.625 for 45 of
the 60 days of the determination period, the interest rate will be increased to
8.25% and 8.5%, respectively.
4. EARNINGS PER SHARE:
Basic EPS is calculated by dividing net income available to common
stockholders by the weighted average number of common shares outstanding during
the period (including shares to be issued). Options, warrants, and other
potentially dilutive securities are excluded from the calculation of basic EPS.
Diluted EPS includes the options, warrants, and other potentially dilutive
securities that are excluded from basic EPS using the treasury stock method to
the extent that these securities are not anti-dilutive. Diluted EPS also
includes the effect of the convertible notes using the "if converted" method to
the extent the securities are not anti-dilutive.
For the three months ended June 30, 2001 and 2000, under the "if converted"
method, approximately $277,000 and $256,000, respectively, of tax effected
interest savings and 2,318,841 weighted average shares were included in the
calculation of diluted EPS as an addition to net income and weighted average
shares outstanding, respectively. For the three months ended June 30, 2001 and
2000, 221,099 and 246,618 shares, respectively, related to stock options were
included in the calculation of diluted EPS.
For the six months ended June 30, 2001 and 2000, under the "if converted"
method, approximately $546,000 and $507,000, respectively, of tax effected
interest savings and 2,318,841 weighted average shares were included in the
calculation of diluted EPS as an addition to net income and weighted average
shares outstanding, respectively. For the six months ended June 30, 2001 and
2000, 268,412 and 274,447 shares, respectively, related to stock options were
included in the calculation of diluted EPS.
5. SEGMENT REPORTING:
The Company has five reportable segments: Mid-Atlantic Region, Northeastern
Region, Central Region, Western Region and Questar. The Company's reportable
segments are strategic business units defined by management's division of
responsibilities. Each segment owns and operates imaging centers and (except for
Questar) provides management services to the imaging centers within their
respective segments.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies except that the Company does not
allocate taxes associated with income to any of the regions. They are managed
separately because each segment operates under different contractual
arrangements, providing service to a diverse mix of patients and payors.
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The following is a table, which summarizes the operating results and assets by
the Company's five reportable segments:
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(IN THOUSANDS)
----------------------------------------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region(1) Region(2) Region(3) Region(4) Questar(5) Total
----------------------------------------------------------------------------------------------
Service fee revenues $ 53,580 30,122 17,005 16,528 16,912 $ 134,147
Operating expenses $ 37,221 22,216 11,108 12,843 14,049 $ 97,437
Contribution $ 16,359 7,906 5,897 3,685 2,863 $ 36,710
Contribution margin 30.5% 26.2% 34.7% 22.3% 16.9% 27.4%
Equity in earnings of
investments $ 1,967 -- 759 -- -- $ 2,726
Minority interests $ (320) -- (226) -- 4 $ (542)
Depreciation and
amortization expense $ 3,294 1,481 719 1,351 1,332 $ 8,177
Interest expense $ 852 355 198 286 590 $ 2,281
Income before taxes $ 13,860 6,070 5,513 2,048 945 $ 28,436
Assets $ 54,910 41,996 23,423 19,122 26,394 $ 165,845
Purchases of property
and equipment $ 2,096 835 251 170 128 $ 3,480
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(IN THOUSANDS)
----------------------------------------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region(1) Region(2) Region(3) Region(4) Questar(5) Total
----------------------------------------------------------------------------------------------
Service fee revenues $ 47,105 30,583 13,967 14,785 14,590 $ 121,030
Total operating expenses $ 31,009 21,742 8,779 10,666 11,273 $ 83,469
Segment contribution $ 16,096 8,841 5,188 4,119 3,317 $ 37,561
Contribution margin 34% 29% 37% 28% 23% 31%
Equity in earnings of
Investments $ 964 -- 1,054 -- -- $ 2,018
Minority interests $ (208) -- (241) -- (61) $ (510)
Depreciation and
amortization expense $ 3,421 1,578 675 1,242 1,377 $ 8,293
Interest expense $ 739 405 201 352 786 $ 2,483
Segment profit $ 12,693 6,859 5,125 2,524 1,092 $ 28,293
Segment assets $ 54,960 41,231 21,898 18,953 23,775 $ 160,817
Expenditures for
segment assets $ 3,740 1,752 663 612 523 $ 7,290
(1) Includes the Baltimore/Washington, D.C. Metropolitan area.
(2) Includes Rochester, New York, Rockland County, New York and the
surrounding areas.
(3) Includes San Antonio, Texas, St. Lucie County, Florida, Topeka,
Kansas, Northeast Kansas and the surrounding areas
(4) Includes the San Francisco/Oakland/San Jose, California and
surrounding areas
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Corporate assets, including intangible assets as of June 30, 2001 and 2000 were
$95,051,000 and $107,542,000, respectively. The following is a reconciliation of
income before taxes and purchases of property and equipment by the Company's
five reportable segments to the Company's consolidated financial statements:
For the Six Months Ended
June 30,
(in thousands)
-------------------------------
2001 2000
-------------- -------------
Segment profit $ 28,436 $ 28,293
Unallocated amounts:
Corporate general and administrative (6,510) (5,550)
Corporate depreciation and amortization (3,289) (2,614)
Corporate interest expense (6,221) (6,036)
------ ------
Income before taxes $ 12,416 $ 14,093
========= =========
For the Six Months Ended
June 30,
(in thousands)
-------------------------------
Expenditures: 2001 2000
-------------- -------------
Segment purchases of property and equipment $ 3,480 $ 7,290
Corporate purchases of property and
equipment expenditures 104 388
-------- --------
Total purchases of property and equipment
expenditures $ 3,584 $ 7,678
======== ========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K (as amended pursuant to Form 10-KA) for the year ended
December 31, 2000, and with the consolidated financial statements included in
this Form 10-Q.
OVERVIEW
The Company is a leading provider of radiology services in the United States
through its (i) ownership and operation of technologically advanced,
multi-modality diagnostic imaging centers and (ii) provision of administrative,
management and information services to certain radiology business partners. The
Company derives the majority of its service fee revenues from providing the
technical component of radiology services performed at the Company's
freestanding imaging facilities and pursuant to the Company's out-sourced
hospital relationships. In addition, the Company also derives service fee
revenues from providing management services to contracted radiology practices
pursuant to long-term service agreements.
As of June 30, 2001, Radiologix's 122 owned or operated imaging centers are
located in 18 states and the District of Columbia, with concentrated geographic
coverage in markets located in California, Florida, Illinois, Kansas, Maryland,
New York, Pennsylvania, Texas, Virginia and Washington D.C.
RESULTS OF OPERATIONS
The Company focuses on the results of operations through the division of its
contracted radiology practices into four designated regions of the United
States: Mid - Atlantic, Northeastern, Central, and Western regions. In addition,
the Company focuses on the operations of the imaging centers of its subsidiary,
Questar Imaging, Inc. ("Questar"). The Company's operations in the each of the
four designated regions, as well as Questar, provide administrative, management
and information services through its ownership and operation of technologically
advanced, multi-modality diagnostic imaging centers. The Company has divided the
operations into the four regions and Questar only for purposes of the division
of internal management responsibilities, but does not focus on each of these
regions as a separate product line or make financial decisions as if they are
separate product lines. The Questar operations are looked at as a separate group
only from the perspective that the imaging centers of Questar do not have the
same type of management service agreement with physicians as the Company has
with each of the contracted radiology practices. In addition, any imaging
centers, which are in the same market as the operations of the contracted
radiology practices are not included in the service agreements of such
contracted radiology practices.
The operating margin for the Mid-Atlantic was 30.5% and 34% for the six
months ended June 30, 2001 and 2000, respectively. This decrease in the
operating margin was primarily a result of the Company acquiring more of its new
radiology equipment through leases during the third and fourth quarters of 2000
as an alternative to purchasing such equipment. The operating margin of the
Northeastern region was 26.2% and 29% for the six months ended June 30, 2001 and
2000, respectively, and declined between periods as a result of a decrease in
the fixed fee recognized at one of the New York practices. The operating margin
of the Central region was 34.7% and 37% for the six months ended June 30, 2001
and 2000, respectively. This decrease in the operating margin between periods
was partially due to the higher cost of certain radiology supplies related to
specialty procedures, which increased in volume during 2001. The operating
margin for the Western region was 22.3% and 28% for the six months ended June
30, 2001 and 2000, respectively. This decrease in the operating margin between
periods was primarily a result of continued managed care pressures and the
impact of economic changes related to increased salary costs. The operating
margin for Questar was 16.9% and 23% for the six months ended June 30, 2001 and
2000, respectively. This decrease was a result of additional costs, such as
maintenance agreements, associated with operating the facilities.
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THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000
Service Fee Revenues
Service fee revenues increased $6,453,000 or 10.4% for the three months
ended June 30, 2001 to $68,236,000 from $61,783,000 for the three months ended
June 30, 2000. The increase is primarily attributable to an increase in volume.
In addition, the increase in service fee revenues is attributable to the
additional imaging centers of Questar, which were acquired or developed during
the latter part of, or subsequent to, the first or second quarter of 2000.
Field Salaries and Benefits
Salaries and benefits increased $2,668,000 or 16.7% for the three months
ended June 30, 2001 to $18,679,000 from $16,011,000 for the three months ended
June 30, 2000. As a percentage of service fee revenues, these costs were 27.4%
and 25.9% in 2001 and 2000, respectively. The increase is partially due to the
additional imaging centers of Questar, which were acquired or developed during
the latter part of, or subsequent to, the first quarter or second quarter of
2000. In addition, increased benefit costs, as well as some effect of increased
wage costs experienced in certain markets, contributed to the higher salaries
and benefits.
Field Supplies
Supplies increased $647,000 or 18.9% for the three months ended June 30,
2001 to $4,065,000 from $3,418,000 for the three months ended June 30, 2000. As
a percentage of service fee revenues, these costs were 6.0% and 5.5% in 2001 and
2000, respectively. The increase in supplies as a percentage of service fee
revenues is partially attributable to an increase in volume of specialty
procedures, which have a higher cost of supplies.
Field Rent and Lease Expense
Rent and lease expense increased $942,000 or 12.4% for the three months
ended June 30, 2001 to $8,538,000 from $7,596,000 for the three months ended
June 30, 2000. As a percentage of service fee revenues, these costs were 12.5%
and 12.3% in 2001 and 2000, respectively. The increase is primarily the result
of additional equipment operating leases entered into during the third and
fourth quarters of 2000, as well as the additional expense incurred from the
Questar imaging centers as noted above.
Other Field Expenses
Other field expenses, which include repairs and maintenance, equipment
service contracts, utilities and communication costs, increased $1,172,000 or
11.4% in the three months ended June 30, 2001 to $11,493,000 from $10,321,000
for the three months ended June 30, 2000. As a percentage of service fee
revenues, these costs were 16.8% and 16.7% in 2001 and 2000, respectively. The
increase is a result of costs associated with the increased service fee revenues
from existing facilities as well as the additional expense incurred from the
Questar imaging centers as noted above.
Bad Debt Expense
Bad debt expense increased $1,073,000 or 20.4% for the three months ended
June 30, 2001 to $6,326,000 from $5,253,000 for the three months ended June 30,
2000. This increase is primarily attributable to the increase in revenue from
contracted radiology practices and diagnostic imaging centers. As a percentage
of such revenues, bad debt expense was 6.5% and 6.1% in 2001 and 2002,
respectively. As a percentage of service fee revenues, these costs were 9.3% and
8.5% in 2001 and 2000, respectively.
Corporate General and Administrative
Corporate general and administrative expenses increased $596,000 or 20.2%
for the three months ended June 30, 2001 to $3,540,000 from $2,944,000 for the
three months ended June 30, 2000. As a percentage of service fee revenues, these
costs were 5.2% and 4.8% in 2001 and 2000, respectively.
10
13
Depreciation and Amortization
Depreciation and amortization increased $319,000 or 5.8% for the three
months ended June 30, 2001 to $5,863,000 from $5,544,000 for the three months
ended June 30, 2000. The increase is primarily due to higher amortization costs.
Interest Expense, net
Interest expense, net decreased $173,000 or 4.0% for the three months ended
June 30, 2001 to $4,102,000 from $4,275,000 for the three months ended June 30,
2000. The slight decrease is a result of the declining level of debt outstanding
and the lower interest rates.
Income Taxes
The Company's effective tax rate for the three months ended June 30, 2001
and 2000 was 40%.
Net Income
As a result of the foregoing factors, the Company generated net income of
$3,952,000 for the three months ended June 30, 2001, or diluted income per share
of $0.19 on 22,047,000 shares outstanding, compared to net income of $4,385,000
for the three months ended June 30, 2000, or diluted income per share of $0.21
on 22,067,000 shares outstanding.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
Service Fee Revenues
Service fee revenues increased $13,117,000 or 10.8% for the six months ended
June 30, 2001 to $134,147,000 from $121,030,000 for the six months ended June
30, 2000. The increase is primarily attributable to an increase in volume. In
addition, the increase in service fee revenues is attributable to the additional
imaging centers of Questar, which were acquired or developed during the latter
part of, or subsequent to, the first quarter or second quarter of 2000.
Field Salaries and Benefits
Salaries and benefits increased $5,679,000 or 18.1% for the six months ended
June 30, 2001 to $37,108,000 from $31,429,000 for the six months ended June 30,
2000. As a percentage of service fee revenues, these costs were 27.7% and 26.0%
in 2001 and 2000, respectively. The increase is partially due to the additional
imaging centers of Questar, which were acquired or developed during the latter
part of, or subsequent to, the first quarter or second quarter of 2000. In
addition, increased benefit costs, as well as some effect of increased wage
costs experienced in certain markets, contributed to the higher salaries and
benefits.
Field Supplies
Supplies increased $1,329,000 or 20.2% for the six months ended June 30,
2001 to $7,907,000 from $6,578,000 for the six months ended June 30, 2000. As a
percentage of service fee revenues, these costs were 5.9% and 5.4% in 2001 and
2000, respectively. The increase in supplies is partially attributable to an
increase in volume of specialty procedures, which have a higher cost of
supplies.
Field Rent and Lease Expense
Rent and lease expense increased $2,099,000 or 14.3% for the six months
ended June 30, 2001 to $16,766,000 from $14,667,000 for the six months ended
June 30, 2000. As a percentage of service fee revenues, these costs were 12.5%
and 12.1% in 2001 and 2000, respectively. The increase is primarily the result
of the additional equipment operating leases entered into during the third and
fourth quarters of 2000, as well as the additional expense incurred from the
Questar imaging centers as noted above.
11
14
Other Field Expenses
Other field expenses, which include repairs and maintenance, equipment
service contracts, utilities and communication costs, increased $2,766,000 or
13.7% in the six months ended June 30, 2001 to $22,924,000 from $20,158,000 for
the six months ended June 30, 2000. As a percentage of service fee revenues,
these costs were 17.1% and 16.7% in 2001 and 2000, respectively. The increase is
a result of costs associated with the increased service fee revenues from
existing imaging centers as well as the additional expense incurred from the
Questar imaging centers as noted above.
Bad Debt Expense
Bad debt expense increased $2,095,000 or 19.7% for the six months ended June
30, 2001 to $12,732,000 from $10,637,000 for the six months ended June 30, 2000.
This increase is primarily attributable to the increase in revenue from
contracted radiology practices and diagnostic imaging centers. As a percentage
of such revenues bad debt expense was 6.7% and 6.3% in 2001 and 2002,
respectively. As a percentage of service fee revenues, these costs were 9.5% and
8.8% in 2001 and 2000, respectively.
Corporate General and Administrative
Corporate general and administrative expenses increased $960,000 or 17.3%
for the six months ended June 30, 2001 to $6,510,000 from $5,550,000 for the six
months ended June 30, 2000. As a percentage of service fee revenues, these costs
were relatively constant at 4.9% and 4.6% in 2001 and 2000, respectively.
Depreciation and Amortization
Depreciation and amortization increased $558,000 or 5.1% for the six months
ended June 30, 2001 to $11,466,000 from $10,908,000 for the six months ended
June 30, 2000. The increase is primarily due to higher amortization costs.
Interest Expense, net
Interest expense, net decreased $16,000 for the six months ended June 30,
2001 to $8,502,000 from $8,518,000 for the six months ended June 30, 2000. The
slight decrease is a result of the declining level of debt outstanding and the
lower interest rates.
Income Taxes
The Company's effective tax rate for the six months ended June 30, 2001 and
2000 was 40%.
Net Income
As a result of the foregoing factors, the Company generated net income of
$7,450,000 for the six months ended June 30, 2001, or diluted income per share
of $0.36 on 22,095,000 shares outstanding, compared to net income of $8,456,000
for the six months ended June 30, 2000, or diluted income per share of $0.41 on
22,076,000 shares outstanding.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for the six months ended June 30, 2001 and
2000 was $21,995,000 and $9,436,000, respectively. The increase in the cash
provided by operations for the six months ended June 30, 2001 compared to the
six months ended June 30, 2000 was primarily due to a significant change in
operating assets and liabilities, including improved cash collections.
Net cash used in investing activities was $2,520,000 for the six months
ended June 30, 2001. Net cash used in investing activities for the six months
ended June 30, 2000 was $15,956,000. Purchases of property and equipment during
the six months ended June 30, 2001 and 2000 were $3,584,000 and $7,678,000,
respectively. During the six months ended June 30, 2000, the Company invested
$8,910,000 for acquisitions.
Net cash flows used in financing activities were $22,632,000 for the six
months ended June 30, 2001. Payments of $16,453,117 were made on the credit
facility during the six months ended June 30, 2001. At June 30, 2001, the
Company had
12
15
outstanding borrowings of $140,546,833 under the credit facility and an
additional $35,593,000 outstanding under other credit arrangements. Financing
costs of $2,936,000 were incurred during the six months ended June 30, 2001
associated with the new amendment to the bank credit facility. Net cash flows
from financing activities for the six months ended June 30, 2000 were
$7,551,000. Borrowings under the credit facility for the six months ended June
30, 2000 were used for the development of centers within Questar, purchases of
equipment and capital improvements, as well as, working capital needs.
On March 30, 2001, the Company and the existing bank group amended the bank
credit facility. Under the terms of the amended credit facility, the
$160,000,000 of borrowings consist of a $100,000,000 Term Loan and a $60,000,000
revolving credit facility, including a $5,000,000 Swing Line Facility. Under the
new amendment, on June 29, 2001, the Company made a $4,000,000 scheduled
principal installment payment. Scheduled principal installments for the fiscal
year ended 2001 have been reduced from $47,100,000 under the prior amended
agreement to $12,000,000 under the new amendment. Scheduled principal
installments through June 30, 2002 consist of four quarterly installments as
follows: 1) $4,000,000 on September 30, 2001, 2) $4,000,000 on December 31,
2001, 3) $6,000,000 on March 31, 2002 and 4) $9,000,000 on June 30, 2002. Each
of the facilities will terminate on November 26, 2003. The interest rate is (i)
an adjusted LIBOR rate, plus an applicable margin which can vary from 3.00% to
4.00% dependent on certain financial ratios or (ii) the prime rate, plus an
applicable margin which can vary from 2.00% to 3.00%. In each case, the
applicable margin varies based on financial ratios maintained by the Company.
The credit facility includes certain restrictive covenants including
prohibitions on the payment of dividends, limitations on capital expenditures
and the maintenance of certain financial ratios (including maximum fixed charge
coverage ratio and maximum leverage ratio, as defined). At June 30, 2001, the
Company was in compliance with the covenants under the credit facility's
restrictive covenants. Borrowings under the credit facility are secured by all
service agreements, which the Company is, or becomes a party to, a pledge of the
stock of the Company's subsidiaries, and all of the Company's and its
wholly-owned subsidiaries' assets.
The Company has a $20,000,000 convertible junior subordinated note, which
matures July 31, 2009, and bears interest, payable quarterly in cash or payment
in kind securities, at an annual rate of 8.0%. At August 1, 2001 the convertible
junior subordinated note was convertible into Radiologix's common stock at the
price of $7.52 per share. If by August 1, 2002 or August 1, 2003 the closing
price of Radiologix's common stock has not averaged $8.625 for 45 of the 60 days
of the determination period, the interest rate will be increased to 8.25% and
8.5%, respectively.
The Company's ability to accomplish its goals and to execute its business
strategy depends on the Company's continued ability to access capital on
appropriate terms. The Company's growth could be limited and its existing
operations impaired unless it is able to obtain additional capital through
subsequent debt or equity financings. There can be no assurance that borrowing
capacity under the credit facility will be available to the Company when needed
or that the Company will be able to obtain additional financing or that, if
available, such financing will be on terms acceptable to the Company. As a
result, there can be no assurance that the Company will be able to implement its
business strategy successfully. However, management believes that cash flow from
operations and other available sources of liquidity will be sufficient to fund
the Company's operations in the foreseeable future over the next 12 to 18
months.
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16
Forward-Looking Statements
This report contains or may contain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 including
statements of the Company's and management's expectations, intentions, plans and
beliefs, including those contained in or implied by "Management's Discussion and
Analysis of Financial Condition and Results of Operations." These
forward-looking statements, as defined in Section 21E of the Securities Exchange
Act of 1934, are dependent on certain events, risks and uncertainties that may
be outside of the Company's control. These forward-looking statements may
include statements of management's plans and objectives for the Company's future
operations and statements of future economic performance; the Company's capital
budget and future capital requirements, and the Company's meeting its future
capital needs; and the assumptions described in this report underlying such
forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's cash equivalents, Credit Facility, and its
convertible notes.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Radiologix is not currently subject to any material litigation nor, to
Radiologix's knowledge, is any material litigation threatened against Radiologix
other than routine litigation arising in the ordinary course of business, which
litigation is expected to be covered by liability insurance or which is not
expected to have a material adverse effect on Radiologix's business, financial
condition or results of operations. There can be no assurance that Radiologix
will not subsequently be named as a defendant in additional lawsuits.
There can be no assurance that Radiologix will not be named as a defendant
in lawsuits for matters arising out of events that occurred prior to the
acquisition of the related radiology practices. Each practice has retained
responsibility for, and/or agreed to indemnify Radiologix in full against, the
liabilities associated with these lawsuits. In the event Radiologix is named as
a party in any of these lawsuits, or a monetary judgment is entered against
Radiologix and indemnification is unavailable for any reason, Radiologix's
business, financial condition and results of operations could be materially
adversely affected.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Index to Exhibits following signatures.
(b) Reports on Form 8-K
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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.
RADIOLOGIX, INC.
Date: August 9, 2001 /s/ MARK L. WAGAR
_____________________________________
Mark L. Wagar
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: August 9, 2001 /s/ SAMI S. ABBASI
_____________________________________
Sami S. Abbasi
Chief Financial Officer and
Executive Vice President
(Principal Accounting Officer)
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19
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and among American Physician Partners, Inc., Carroll
Imaging Associates, P.A., Diagnostic Imaging Associates, P.A.,
Drs. Copeland, Hyman and Shackman, P.A., Drs. Decarlo, Lyon,
Hearn & Pazourek, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A.,
Harbor Radiologists, P.A., and Perilla, Syndler & Associates,
P.A.**
2.2 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., Radiology
and Nuclear Medicine, A Professional Association.**
2.3 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and Mid
Rockland Imaging Associates, P.C.**
2.4 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and
Rockland Radiological Group, P.C.**
2.5 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and
Advanced Imaging of Orange County, P.C.**
2.6 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and
Central Imaging Associates, P.C.**
2.7 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and Nyack
Magnetic Resonance Imaging, P.C.**
2.8 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and Pelham
Imaging Associates, P.C.**
2.9 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and
Women's Imaging Consultants, P.C.**
2.10 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and
Pacific Imaging Consultants, A Medical Group, Inc.**
2.11 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and Total
Medical Imaging, Inc.**
2.12 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and Valley
Radiologists Medical Group, Inc.**
2.13 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and The
Ide Group, P.C.**
2.14 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and M&S
X-Ray Associates, P.A.**
2.15 Agreement and Plan of Reorganization and Merger, dated June 27,
1997 by and between American Physician Partners, Inc., and South
Texas MR, Inc.**
2.16 Agreement and Plan of Exchange, dated June 27, 1997 by and
between American Physician Partners, Inc., and San Antonio MR,
Inc.**
2.17 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., Lexington MR, Ltd. and the
Sellers.**
2.18 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., Madison Square Joint Venture
and the Sellers.**
2.19 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., South Texas No. 1 MRI Limited
Partnership, a Texas limited partnership, and the Sellers.**
2.20 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., San Antonio MRI Partnership
No. 2 Ltd., a Texas limited partnership, and the Sellers**
2.21 Agreement and Plan of Exchange, dated June 27, 1997 by and
between American Physician Partners, Inc., and the Sellers**
2.22 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and among American
Physician Partners, Inc., Carroll Imaging Associates, P.A.,
Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop, Kim &
Lewis, P.A., Drs. Copeland, Hyman & Shackman, P.A., Drs. DeCarlo,
Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A., and
Perilla, Sindler & Associates, P.A.**
2.23 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Radiology and Nuclear Medicine, A
Professional Association.**
2.24 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Mid Rockland Imaging Associates,
P.C.**
17
20
EXHIBIT
NUMBER DESCRIPTION
2.25 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Rockland Radiological Group, P.C.**
2.26 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Advanced Imaging of Orange County,
P.C.**
2.27 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Central Imaging Associates, P.C.**
2.28 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Nyack Magnetic Resonance Imaging,
P.C.**
2.29 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Pelham Imaging Associates, P.C.**
2.30 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Women's Imaging Consultants, P.C.**
2.31 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Pacific Imaging Consultants, A
Medical Group, Inc.**
2.32 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Total Medical Imaging, Inc.**
2.33 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and Valley Radiologists Medical Group,
Inc.**
2.34 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and The Ide Group, P.C.**
2.35 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and M & S X-Ray Associates, P.A.**
2.36 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and South Texas MR, Inc.**
2.37 Amendment No. 1 to the Agreement and Plan of Reorganization and
Merger, dated as of September 30, 1997, by and between American
Physician Partners, Inc., and San Antonio MR, Inc.**
2.38 Amendment No. 1 to the Agreement and Plan of Exchange, dated
September 30, 1997, by and between American Physician Partners,
Inc., and Lexington MR, Ltd.**
2.39 Amendment No. 1 to the Agreement and Plan of Exchange, dated
September 30, 1997, by and between American Physician Partners,
Inc., and Madison Square Joint Venture.**
2.40 Amendment No. 1 to the Agreement and Plan of Exchange, dated
September 30, 1997, by and between American Physician Partners,
Inc., and South Texas No. 1 MRI Limited Partnership.**
2.41 Amendment No. 1 to the Agreement and Plan of Exchange, dated
September 30, 1997, by and between American Physician Partners,
Inc., and San Antonio MRI Partnership No. 2, Ltd.**
2.42 Asset Purchase Agreement, dated as of January 1, 1998, by and
among American Physician Partners, Inc., Community Radiology
Associates, Inc., Drs. Korsower and Pion Radiology, P.A., and the
Principal Stockholders****
2.43 Asset Purchase Agreement, dated as of January 12, 1998, by and
among American Physician Partners, Inc., Valley Imaging Partners,
Inc., Questar Imaging, Inc. and Questar Imaging VR, Inc.****
2.44 Asset Purchase Agreement, dated as of January 23, 1998, by and
among American Physician Partners, Inc., Valley Imaging Partners,
Inc., PAL Imaging Corp. and the Principal Stockholders****
2.45 Asset Purchase Agreement, dated as of April 1, 1998, by and among
American Physician Partners, Inc., Treasure Coast Imaging
Partners, Inc. and Radiology Imaging Associates, Basilico,
Gallagher and Raffa, M.D., P.A. and Robert F. Basilico, M.D.,
Edward Gallagher, M.D., R.J. Raffa, M.D., Joseph T. Charles,
M.D., Alex N. Vennos, M.D., and Robin J. Connolly, M.D.*****
2.46 Asset Purchase Agreement, dated as of April 1, 1998, by and among
American Physician Partners, Inc., Treasure Coast Imaging
Partners, Inc. and St. Lucie Imaging and Breast Center, Inc. and
Robert F. Basilico, M.D., Edward Gallagher, M.D., R.J. Raffa,
M.D., Joseph T. Charles, M.D., Alex N. Vennos, M.D., and Robin J.
Connolly, M.D.*****
2.47 Asset Purchase Agreement, dated as of April 28, 1998, by and
among American Physician Partners, Inc., Valley Imaging Partners,
Inc., LXL, Ltd. and the Partners of LXL, Ltd.*****
2.48 Asset Purchase Agreement, dated as of June 1, 1998, by and among
American Physician Partners, Inc., Mid Rockland Imaging Partners,
Inc., Empire State Imaging Partners, Inc., RF Management Corp.
and Modern Medical Modalities Corporation*****
2.49 Asset Purchase Agreement, dated as of June 23, 1998, by and among
American Physician Partners, Inc., Valley Imaging Partners, Inc.,
Brewster Imaging Center, Inc. and Each Principal Stockholder*****
18
21
EXHIBIT
NUMBER DESCRIPTION
2.50 Asset Purchase Agreement, dated as of June 29, 1998, by and among
American Physician Partners, Inc., Valley Imaging Partners, Inc.
and Bryan M. Shieman, M.D., a sole proprietorship d/b/a El Camino
Center for Osteoporosis and/or ECOO II*****
2.51 Stock Purchase Agreement, dated September 1, 1998, by and among
American Physician Partners, Inc., WB&A Imaging Partners, Inc.
and Vimla Bhooshan, M.D., John B. DeGrazia, M.D., Edwin
Goldstein, M.D., Paul T. Lubar, M.D., Calvin D. Neithamer, M.D.,
William P. O'Grady, M.D., Robert A. Olshaker, M.D., Stanley M.
Perl, M.D., Michael S. Usher, M.D., Alan B. Kronthal, M.D.,
Steven A. Meyers, M.D., Victor A. Bracey, M.D. and Larry W.
Busching******
2.52 Asset Purchase Agreement, dated September 1, 1998, by and among
American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
Magnetic Resonance Imaging Associates Limited Partnership and
Paul T. Lubar, Stanley M. Perl, Michael S. Usher, John B.
DeGrazia, Larry W. Busching, Vimla Bhooshan, William P. O'Grady,
Robert A. Olshaker, and Calvin D. Neithamer******
2.53 Asset Purchase Agreement, dated September 1, 1998, by and among
American Physician Partners, Inc., Ormond Imaging Partners, Inc.,
Duke Associates Limited Partnership and Paul T. Lubar, Stanley M.
Perl, Michael S. Usher, John B. DeGrazia, Larry W. Busching,
Vimla Bhooshan, William P. O'Grady, Edwin Goldstein, Robert A.
Olshaker, Calvin D. Neithamer and Alan J. Kronthal******
2.54 Stock Purchase Agreement effective as of August 1, 1999 by and
among American Physician Partners, Inc., Questar Imaging, Inc.
and the shareholders of Questar Imaging, Inc.********
3.1 Restated Certificate of Incorporation of American Physician
Partners, Inc.***
3.2 Amended and Restated Bylaws of American Physician Partners,
Inc.***
3.3 Amendment to Restated Certificate of Incorporation of American
Physician Partners, Inc.*********
3.4 Amendment to Restated Bylaws of American Physician Partners,
Inc.*********
4.1 Form of certificate evidencing ownership of Common Stock of
American Physician Partners, Inc.**
4.2 Form of Convertible Promissory Note of American Physician
Partners, Inc.**
4.3 Securities Purchase Agreement dated as of August 3, 1999 by and
between American Physician Partners, Inc. and BT Capital Partners
SBIC, L.P.******** (see Exhibit 4.1 thereof)
4.4 Convertible Junior Subordinated Promissory Note dated August 1,
1999 issued to BT Capital Partners SBIC, L.P.******** (see
Exhibit 4.2 thereof).
10.1 American Physician Partners, Inc. 1996 Stock Option Plan.**
10.2 Employment Agreement between American Physician Partners, Inc.
and Gregory L. Solomon.**
10.3 Employment Agreement between American Physician Partners, Inc.
and Mark S. Martin.**
10.4 Employment Agreement between American Physician Partners, Inc.
and Sami S. Abbasi.**
10.5 Employment Agreement between American Physician Partners, Inc.
and Paul M. Jolas.**
10.6 Form of Indemnification Agreement for certain Directors and
Officers.***
10.7 Form of Registration Rights Agreement.**
10.8 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., APPI-Advanced Radiology, Inc. and
Carroll Imaging Associates, P.A., Diagnostic Imaging Associates,
P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Drs. Copeland,
Hyman and Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek,
P.A., Harbor Radiologists, P.A., Perilla, Sindler & Associates,
P.A.**
10.9 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Ide Admin Corp. and Ide Imaging Group,
P.C.**
10.10 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., M & S X-Ray Associates, P.A. and M&S
Imaging Associates, P.A.**
10.11 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Rockland Radiological Group, P.C. and
The Greater Rockland Radiological Group, P.C.**
10.12 Service Agreement dated November , by and among American
Physician Partners, Inc., Advanced Imaging of Orange County, P.C.
and The Greater Rockland Radiological Group, P.C.**
10.13 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Central Imaging Associates, P.C. and
The Greater Rockland Radiological Group, P.C.**
10.14 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Nyack Magnetic Resonance Imaging, P.C.
and The Greater Rockland Radiological Group, P.C.**
10.15 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Pelham Imaging Associates, P.C. and The
Greater Rockland Radiological Group, P.C.**
19
22
EXHIBIT
NUMBER DESCRIPTION
10.16 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Women's Imaging Consultants, P.C. and
The Greater Rockland Radiological Group, P.C.**
10.17 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., APPI-Pacific Imaging Inc. and PIC
Medical Group, Inc.**
10.18 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Radiology and Nuclear Medicine, a
Professional Association and RNM L.L.C.**
10.19 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., APPI-Valley Radiology, Inc. and Valley
Radiology Medical Associates, Inc.**
10.20 Consulting Agreement between American Physician Partners, Inc.
and Michael L. Sherman, M.D.***
10.21 Office Building Lease Agreement between Dallas Main Center
Limited Partnership and American Physician Partners, Inc.***
10.22 First Amendment to Office Building Lease Agreement between Dallas
Main Center Limited Partnership and American Physician Partners,
Inc.***
10.23 Intentionally Omitted.
10.24 Consulting Agreement between American Physician Partners, Inc.
and Lawrence R. Muroff, M.D.***
10.25 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Lawrence Muroff, M.D.***
10.26 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Mark Martin.***
10.27 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Sami Abbasi.***
10.28 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Gregory L. Solomon.***
10.29 First Amendment to Consulting Agreement between American
Physician Partners, Inc. and Lawrence R. Muroff, M.D.***
10.30 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Michael Sherman, M.D.***
10.31 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Paul M. Jolas.***
10.32 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Derace Schaffer, M.D.***
10.33 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and John Pappajohn.***
10.34 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Mary Pappajohn.***
10.35 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Thebes Ltd.***
10.36 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Halkis Ltd.***
10.37 Service Agreement dated January 1, 1998, by and among American
Physician Partners, Inc., Community Imaging Partners, Inc.,
Community Radiology Associates, Inc. and Drs. Korsower and Pion
Radiology, P.A.****
10.38 Service Agreement dated April 1, 1998, by and among American
Physician Partners, Inc., Treasure Coast Imaging Partners, Inc.
and Radiology Imaging Associates -- Basilico, Gallagher & Raffa,
M.D., P.A.*****
10.39 First Amendment to Credit Agreement and Consent dated May 19,
1998, by and among American Physician Partners, Inc., General
Electric Capital Corporation and the other credit parties
signatory thereto*****
10.40 Employment Agreement between American Physician Partners, Inc.
and Mark L. Wagar*****
10.41 Service Agreement dated September 1, 1998, by and among American
Physician Partners, Inc., WB&A Imaging Partners, Inc. and WB&A
Imaging, P.C.******
10.42 Office Building Lease Agreement between The Equitable-Nissei
Dallas Company and Fibreboard Corporation******
10.43 Intentionally Omitted.
10.44 First Amendment to Employment Agreement between American
Physician Partners, Inc. and Mark L. Wagar*******
10.45 First Amendment to Employment Agreement between American
Physician Partners, Inc. and Mark S. Martin*******
20
23
EXHIBIT
NUMBER DESCRIPTION
10.46 First Amendment to Employment Agreement between American
Physician Partners, Inc. and Sami S. Abbasi*******
10.47 First Amendment to Employment Agreement between American
Physician Partners, Inc. and Paul M. Jolas*******
10.48 Amendment No. 1 to American Physician Partners, Inc. 1996 Stock
Option Plan********
10.49 Amendment No. 2 of Employment Agreement between Radiologix, Inc.
and Mark S. Martin************
10.50 Amendment No. 2 of Employment Agreement between Radiologix, Inc.
and Mark L. Wagar*************
10.51 Amendment No. 3 of Employment Agreement between Radiologix, Inc.
and Mark S. Martin*************
10.52 Amendment No. 2 of Employment Agreement between Radiologix, Inc.
and Paul M. Jolas*************
10.53 Third Amendment to Credit Agreement and Consent dated August 9,
2000 by and among Radiologix, Inc. (formerly American Physician
Partners, Inc.) and General Electric Capital Corporation and
other credit parties signatory thereto*************
10.54 Amended and Restated Agreement and Plan of Merger, dated as of
September 12, 2000, as amended by and among Radiologix, Inc.,
SKM-RD LLC and SKM-RD Acquisition Corp. (see Exhibit 2
thereof)**************
10.55 Second Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of February 20, 2001, by and among Radiologix,
Inc., SKM-RD LLC and SKM-RD Acquisition Corp.***************
10.56 Fourth Amendment to Credit Agreement and Waiver, dated as of
March 28, 2001, by and among Radiologix, Inc., General Electric
Capital Corporation and other credit parties signatory thereto.
***************
10.57 Assignment and Assumption Agreement dated March 2001, by and
between Fibreboard Corporation and Radiologix, Inc.
***************
10.58 Employment Agreement between Radiologix, Inc. and Sami S. Abbasi
dated as of December 13, 2000***************
10.59 Amendment No. 3 of Employment Agreement between Radiologix, Inc.
and Paul M. Jolas. ***************
99.1 Press Release issued by Radiologix on September 24, 1999
announcing its change of corporate name from American Physician
Partners, Inc.**********
99.2 Certificate of Ownership and Merger of Radiologix with and into
American Physician Partners, Inc.**********
* Filed herewith.
** Incorporated by reference to the corresponding Exhibit
number to the registrant's Registration Statement No.
333-31611 on Form S-4.
*** Incorporated by reference to the corresponding Exhibit
number to the registrant's Registration Statement No.
333-30205 on Form S-1.
**** Incorporated by reference to the corresponding Exhibit
number to the registrant's Form 10-Q filed on May 15, 1998.
***** Incorporated by reference to the corresponding Exhibit
number to the registrant's Form 10-Q filed on August 14,
1998.
****** Incorporated by reference to the corresponding Exhibit
number to the registrant's Form 10-Q filed on November 13,
1998.
******* Incorporated by reference to the corresponding Exhibit
number to the registrant's Form 10-Q filed on May 17, 1999.
******** Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 8-K filed on
21
24
August 3, 1999.
********* Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 10-Q filed on August 16,
1999.
********** Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 8-K filed on September 24,
1999.
*********** Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 10-K filed on March 30,
2000.
************ Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 10-Q filed on May 15, 2000.
************* Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 10-Q filed on August 14,
2000.
************** Incorporated by reference to the Registrant's Registration
Statement No. 333-45790 on Form S-4.
*************** Incorporated by reference to the corresponding Exhibit
number to the Registrant's Form 10-K filed on March 30,
2001.
22