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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 MARCH 31, 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 (I.R.S. Employer
jurisdiction of Identification)
incorporation or
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 May 10, 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 March 31, 2001 (Unaudited) and December 31, 2000.......... 1
Consolidated Statements of Income (Unaudited)
for the three months ended March 31, 2001 and 2000.......................................... 2
Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 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 ................................. 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................... 12
Item 2. Changes in Securities and Use of Proceeds................................................... 12
Item 3. Defaults Upon Senior Securities............................................................. 12
Item 4. Submission of Matters to a Vote of Security Holders......................................... 12
Item 5. Other Information .......................................................................... 12
Item 6. Exhibits and Reports on Form 8-K............................................................ 12
SIGNATURES.................................................................................................... 13
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RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
MARCH 31, DECEMBER 31,
2001 2000
------------ ------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 13,048 $ 3,620
Accounts receivable, net of allowances .................................. 71,404 68,214
Due from affiliates ..................................................... 6,480 5,472
Income tax receivable ................................................... 1,406 7,341
Other current assets..................................................... 7,976 7,637
------------ ------------
Total current assets.................................................. 100,314 92,284
PROPERTY AND EQUIPMENT, net of accumulated depreciation..................... 52,171 57,375
INVESTMENTS IN JOINT VENTURES............................................... 7,781 7,293
INTANGIBLE ASSETS, net...................................................... 97,971 98,848
DEFERRED FINANCING COSTS, net............................................... 6,265 3,907
OTHER ASSETS................................................................ 11,081 8,929
------------ ------------
Total assets.......................................................... $ 275,583 $ 268,636
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.................................... $ 22,541 $ 21,757
Accrued physician retention.............................................. 11,224 9,878
Accrued salaries and benefits............................................ 4,537 5,081
Current portion of long-term debt........................................ 12,494 12,720
Current portion of capital lease obligations............................. 5,920 6,037
Other current liabilities................................................ 108 129
------------ ------------
Total current liabilities............................................. 56,824 55,602
DEFERRED INCOME TAXES....................................................... 4,097 4,097
LONG-TERM DEBT, net of current portion...................................... 169,087 166,157
CAPITAL LEASE OBLIGATIONS, net of current portion........................... 9,522 10,922
OTHER LIABILITIES........................................................... 1,546 786
------------ ------------
Total liabilities..................................................... 241,076 237,564
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES............................. 1,290 1,353
STOCKHOLDERS' EQUITY:
Common stock............................................................. 2 2
Additional paid-in capital............................................... (579) (579)
Retained earnings ....................................................... 33,794 30,296
------------ ------------
Total stockholders' equity............................................ 33,217 29,719
------------ ------------
Total liabilities and stockholders' equity............................ $ 275,583 $ 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 ENDED MARCH 31,
2001 2000
------------ ------------
(UNAUDITED)
SERVICE FEE REVENUES ........................... $ 65,911 $ 59,251
COSTS AND EXPENSES:
Salaries and benefits ........................ 18,429 15,418
Field supplies ............................... 3,842 3,160
Field rent and lease expense ................. 8,228 7,071
Other field expenses ......................... 11,431 9,837
Bad debt expense ............................. 6,406 5,388
Corporate general and administrative ......... 2,970 2,606
Depreciation and amortization ................ 5,603 5,363
Interest expense, net ........................ 4,400 4,244
------------ ------------
INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS .......... 4,602 6,164
EQUITY IN EARNINGS OF INVESTMENTS .............. 1,492 903
MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES ...................... (264) (282)
------------ ------------
INCOME BEFORE TAXES ............................ 5,830 6,785
INCOME TAX EXPENSE ............................. (2,332) (2,714)
------------ ------------
NET INCOME ..................................... $ 3,498 $ 4,071
============ ============
NET INCOME PER COMMON SHARE
Basic ........................................ $ 0.18 $ 0.21
Diluted ...................................... $ 0.17 $ 0.20
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic ........................................ 19,507,301 19,463,164
Diluted ...................................... 22,171,451 22,084,280
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 ENDED MARCH 31,
2001 2000
-------- --------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................. $ 3,498 $ 4,071
Adjustments to reconcile net income to net cash
provided by operating activities--
Minority interests .................................................. 264 282
Depreciation and amortization ....................................... 5,603 5,363
Equity in earnings of investments ................................... (1,492) (903)
Changes in assets and liabilities
Accounts receivable, net ........................................ (3,189) (7,809)
Other receivables and current assets ............................ 3,790 149
Accounts payable and accrued expenses ........................... 2,352 1,289
-------- --------
Net cash provided by operating activities .................... 10,826 2,442
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment .................................... (2,317) (3,309)
Cash paid for acquisitions ............................................. -- (7,020)
Distributions to joint ventures ........................................ (326) (67)
Distributions from joint ventures ...................................... 1,004 572
Other investments ...................................................... 1,802 (2,956)
-------- --------
Net cash provided by (used in) investing activities.................. 163 (12,780)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt ............................... 3,000 14,000
Proceeds (payments on) capital leases .................................. (1,813) 238
Other .................................................................. (2,748) (181)
-------- --------
Net cash provided by (used in) financing activities ................. (1,561) 14,057
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ................................. 9,428 3,719
CASH AND CASH EQUIVALENTS, beginning of period ............................ 3,620 4,302
-------- --------
CASH AND CASH EQUIVALENTS, end of period .................................. $ 13,048 $ 8,021
======== ========
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 the 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.
On April 26, 2001, Radiologix announced that its merger agreement with
an affiliate of Saunders Karp & Megrue has been terminated by SKM. As a result,
the proposed merger of SKM-RD Acquisition Corp. and Radiologix will not be
completed. During the fourth quarter of 2000, the Company expensed approximately
$1.8 million of transaction related costs. Radiologix's stockholders approved
the merger agreement at the special meeting of stockholders held on November 21,
2000. On January 2, 2001 Radiologix announced that it had extended the deadline
for the completion of the proposed merger with SKM-RD Acquisition Corp. to June
29, 2001.
As of March 31, 2001, the Company owns, operates or maintains an
ownership interest in imaging equipment at 124 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.
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 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 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
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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 March 31,
2001 2000
------------- -------------
Professional component........................... $ 15,234 $ 13,752
Technical component.............................. 50,677 45,499
------------- -------------
$ 65,911 $ 59,251
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3. LONG TERM DEBT
On March 30, 2001, the Company and the existing bank group amended the
bank credit facility. In concurrence with the credit facility amendment, the
technical default of certain covenants under the credit facility's restrictive
covenants was waived. Under the terms of the amended credit facility, the
$160,000,000 of borrowings will consist of a $100,000,000 Term Loan and a
$60,000,000 revolving credit facility, including a $5,000,000 Swing Line
Facility. In addition, under the terms of the new amendment, the quarterly
principal installments of varying amounts will be delayed from commencing March
31, 2001 to June 30, 2001. Scheduled principal installments for 2001 have been
reduced from $47,100,000 under the prior amended agreement to $12,000,000 under
the new amendment. 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). 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.
On July 30, 1999, the Company entered into a $20,000,000 convertible
junior subordinated note in connection with the securities purchase agreement
for the Questar acquisition dated August 1, 1999. The convertible junior
subordinated note matures July 31, 2009, and bears interest, payable quarterly
in cash or payment in kind securities, at an annual rate of 8.0%. The principal
of the convertible junior subordinated note is convertible into Radiologix's
common stock at the price of $8.625 per share. If by the second anniversary date
of the convertible junior subordinated note, the closing price of Radiologix's
common stock has not averaged $8.625 for 45 of the 60 days of the determination
period (the "Market Price Event"), the base conversion price will be reset at
87.19% of the initial conversion price. If by the third or fourth anniversary
date of the Note, the Market Price Event has not occurred, 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 March 31, 2001, under the "if converted"
method, approximately $250,875 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 March 31, 2000, under the "if converted" method,
approximately $251,000 of tax-effected interest savings and 2,318,841 weighted
average shares were included in the calculation
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of diluted EPS as an addition to net income and weighted average shares
outstanding, respectively. For the three months ended March 31, 2000 and 2001,
302,278 and 302,275 shares, respectively, related to stock options were included
in 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 owns and operates imaging centers and (except
for Questar) provides management services to the radiology facilities 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.
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS)
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Questar Total
----------- ------------ ---------- ---------- ---------- ----------
Service fee revenues $ 26,445 15,046 8,231 7,822 8,367 $ 65,911
Total operating expenses 18,522 11,114 5,349 6,238 7,113 48,336
---------- ---------- ---------- ---------- ---------- ----------
Segment contribution $ 7,923 3,932 2,882 1,584 1,254 $ 17,575
Contribution margin 30% 26% 35% 20% 15% 27%
Equity in earnings of
Investments $ 1,100 -- 392 -- -- $ 1,492
Minority interests $ (153) -- (110) -- (1) $ (264)
Depreciation and
amortization expense $ 1,625 757 355 682 677 $ 4,096
Interest expense $ 422 180 99 149 298 $ 1,148
Segment profit $ 6,823 2,995 2,710 753 278 $ 13,559
Segment assets $ 52,319 42,494 22,817 19,628 27,796 $ 165,054
Expenditures for
segment assets $ 1,570 248 277 122 17 $ 2,234
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FOR THE THREE MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS)
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Questar Total
------------ ------------ ---------- ---------- ---------- ----------
Service fee revenue $ 23,053 15,095 6,958 7,461 6,684 $ 59,251
Total operating expenses 15,515 10,689 4,341 5,284 5,045 40,874
------------ ------------ ---------- ---------- ---------- ----------
Segment contribution $ 7,538 4,406 2,617 2,177 1,639 $ 18,377
Contribution margin 33% 29% 38% 29% 25% 31%
Equity in earnings of
Investments $ 479 -- 424 -- -- $ 903
Minority interests $ (102) -- (114) -- (66) $ (282)
Depreciation and
amortization expense $ 1,714 774 318 617 667 $ 4,090
Interest expense $ 349 202 93 180 402 $ 1,226
Segment profit $ 5,852 3,429 2,516 1,379 505 $ 13,681
Segment assets $ 58,719 41,165 20,911 18,377 24,070 $ 163,242
Expenditures for
segment assets $ 1,632 785 231 228 133 $ 3,009
(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
Reconciliation of profits 2001 2000
--------- ---------
Segment profit $ 13,559 $ 13,681
Unallocated amounts:
Corporate general and administrative (2,970) (2,606)
Corporate depreciation and amortization (1,507) (1,273)
Corporate interest expense (3,252) (3,017)
--------- ---------
Income before taxes $ 5,830 $ 6,785
========= =========
Reconciliation of assets and expenditures 2001 2000
--------- ---------
Assets:
Segment amounts $ 165,054 $ 163,242
Corporate assets (including intangible assets) 110,529 101,130
--------- ---------
Total assets $ 275,583 $ 264,372
========= =========
Expenditures:
Segment amounts $ 2,234 $ 3,009
Corporate expenditures 83 300
--------- ---------
Total expenditures $ 2,317 $ 3,309
========= =========
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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 March 31, 2001, Radiologix's 124 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% and 33% for the three
months ended March 31, 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 2000 as an alternative to purchasing
such equipment. The operating margin of the Northeastern region was 26% and 29%
for the three months ended March 31, 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 35% and
38% for the three months ended March 31, 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
20% and 29% for the three months ended March 31, 2001 and 2000, respectively.
This decrease in the operating margin between periods was primarily as a result
of continued managed care pressures and the impact of economic changes related
to increased salary costs. The operating margin for Questar was 15% and 25% for
the three months ended March 31, 2001 and 2000, respectively, this decrease was
a result of additional costs, such as service agreements, associated with
operating the facilities.
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THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
Service Fee Revenues
Service fee revenues increased $6,660,000 or 11.2% for the three months
ended March 31, 2001 to $65,911,000 from $59,251,000 for the three months ended
March 31, 2000. The increase is primarily attributable to an increase in volume.
In addition, the increase is service fee revenues is attributable to the
additional imaging centers of Questar, which were acquired or developed during
the later part of, or subsequent to, the first quarter of 2000.
Field Salaries and Benefits
Salaries and benefits increased $3,011,000 or 19.5% for the three
months ended March 31, 2001 to $18,429,000 from $15,418,000 for the three months
ended March 31, 2000. As a percentage of service fee revenues, these costs were
28.0% 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 later part of, or subsequent to, the first 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 $682,000 or 21.6% for the three months ended March
31, 2001 to $3,842,000 from $3,160,000 for the three months ended March 31,
2000. As a percentage of service fee revenues, these costs were 5.8% and 5.3% 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 $1,157,000 or 16.4% for the three
months ended March 31, 2001 to $8,228,000 from $7,071,000 for the three months
ended March 31, 2000. As a percentage of service fee revenues, these costs were
12.5% and 11.9% in 2001 and 2000, respectively. The increase is primarily the
result of the additional equipment operating leases entered into during 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 $1,594,000 or
16.2% in the three months ended March 31, 2001 to $11,431,000 from $9,837,000
for the three months ended March 31, 2000. As a percentage of service fee
revenues, these costs were 17.3% and 16.6% 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 $1,018,000 or 18.9% for the three months
ended March 31, 2001 to $6,406,000 from $5,388,000 for the three months ended
March 31, 2000. This increase is primarily attributable to the increase in
service fee revenues. As a percentage of service fee revenues, these costs were
9.7% and 9.1% in 2001 and 2000, respectively.
Corporate General and Administrative
Corporate general and administrative expenses increased $364,000 or
14.0% for the three months ended March 31, 2001 to $2,970,000 from $2,606,000
for the three months ended March 31, 2000. As a percentage of service fee
revenues, these costs were relatively constant at 4.5% and 4.4% in 2001 and
2000, respectively.
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Depreciation and Amortization
Depreciation and amortization increased $240,000 or 4.5% for the three
months ended March 31, 2001 to $5,603,000 from $5,363,000 for the three months
ended March 31, 2000. The increase is primarily a direct result of the Company
acquiring some of its equipment through operating leases during 2000 as an
alternative to purchasing such equipment.
Interest Expense, net
Interest expense, net increased $156,000 or 3.7% for the three months
ended March 31, 2001 to $4,400,000 from $4,244,000 for the three months ended
March 31, 2000. The increase is a result of the higher level of debt outstanding
offset partially by the lower interest rates.
Income Taxes
The Company's effective tax rate for the three months ended March 31,
2001 and 2000 was 40.0%.
Net Income
As a result of the foregoing factors, the Company generated net income
of $3,498,000 for the three months ended March 31, 2001, or diluted income per
share of $0.17 on 22,171,451 shares outstanding, compared to net income of
$4,071,000 for the three months ended March 31, 2000, or diluted income per
share of $0.20 on 22,084,280 shares outstanding.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for the three months ended March 31,
2001 and 2000 was $10,826,000 and $2,442,000, respectively. The increase in the
cash provided by operations for the three months ended March 31, 2001 compared
to the three months ended March 31, 2000 was primarily due to a significant
change in operating assets and liabilities. The reduction in the accounts
receivable was a result of a $13,268,000 charge for the provision of
uncollectible accounts during the fourth quarter of 2000, which reduced working
capital at December 31, 2000.
Net cash provided by investing activities was $163,000 for the three
months ended March 31, 2001. Net cash used in investing activities for the three
months ended March 31, 2000 was $12,780,000. Purchases of property and equipment
during the three months ended March 31, 2001 and 2000 were $2,317,000 and
$3,309,000, respectively. During the three months ended March 31, 2000, the
Company invested $7,020,000 for acquisitions.
Net cash flows used in financing activities were $1,561,000 for the
three months ended March 31, 2001. Financing costs of $2,748,000 were incurred
associated with the new amendment to the bank credit facility. Net cash flows
from financing activities for the three months ended March 31, 2000 were
$14,057,000. Borrowings under the credit facility for the three months ended
March 31, 2000 were used for the acquisition of Questar, purchases of equipment
and capital improvements, as well as, working capital needs. At March 31, 2001,
the Company had outstanding borrowings of $160,000,000 under the credit facility
and an additional $37,023,000 outstanding under other credit arrangements.
On March 30, 2001, the Company and the existing bank group amended the
bank credit facility. In concurrence with the credit facility amendment, the
technical default of certain covenants under the credit facility's restrictive
covenants was waived. Under the terms of the amended credit facility, the
$160,000,000 of borrowings will consist of a $100,000,000 Term Loan and a
$60,000,000 revolving credit facility, including a $5,000,000 Swing Line
Facility. In addition, under the terms of the new amendment the quarterly
principal installments of varying amounts will be delayed from commencing March
31, 2001 to June 30, 2001. Scheduled principal installments for 2001 have been
reduced from $47,100,000 under the prior amended agreement to $12,000,000 under
the new amendment. 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
10
13
fixed charge coverage ratio and maximum leverage ratio, as defined). 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.
On July 30, 1999, the Company entered into a $20,000,000 convertible
junior subordinated note (the "Note") in connection with the Securities Purchase
Agreement for the Questar Imaging, Inc. acquisition, effective August 1, 1999.
The Note matures July 31, 2009 and bears interest, payable quarterly in cash or
payment in kind securities, at 8.0%. The principal of the Note is convertible
into the Company's common stock at the price of $8.625 per share. If by the
second anniversary date of the Note the closing price of the Company's common
stock has not averaged $8.625 for 45 of the 60 day determination period (the
"Market Price Event"), the base conversion price will be reset at 87.19% of the
initial conversion price. If by the third or fourth anniversary date of the Note
the Market Price Event has not occurred, the interest rate will be increased to
8.25% and 8.5%, respectively.
On April 26, 2001, Radiologix announced that its merger agreement with
an affiliate of Saunders Karp & Megrue has been terminated by SKM. As a result,
the proposed merger of SKM-RD Acquisition Corp. and Radiologix will not be
completed. Radiologix's stockholders approved the merger agreement at the
special meeting of stockholders held on November 21, 2000. On January 2, 2001,
Radiologix announced that it had extended the deadline for the completion of the
proposed merger with SKM-RD Acquisition Corp. to June 29, 2001.
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.
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.
11
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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
On Form 8-K dated April 26, 2001, the Company announced that the
merger agreement with an affiliate of Saunders Karp & Megrue had been
terminated by SKM.
12
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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: May 14, 2001 /s/ MARK L. WAGAR
------------------------------
Mark L. Wagar
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 2001 /s/ SAMI S. ABBASI
------------------------------
Sami S. Abbasi
Chief Financial Officer and
Executive Vice President
(Principal Accounting Officer)
13
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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.**
14
17
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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.**
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.*****
15
18
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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*****
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.**
16
19
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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.**
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.***
10.24 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.*****
17
20
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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*******
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.
18
21
*** 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 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.
19