<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-Q/A
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, 2000
[ ] 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)
3600 CHASE TOWER
2200 ROSS AVENUE
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 August 12, 2000
----- ------------------------------
COMMON STOCK, $0.0001 PAR VALUE 19,505,978 SHARES
<PAGE> 2
RADIOLOGIX, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
FORM 10-Q ITEM PAGE
-------------- ----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 (Unaudited) and December 31, 1999........... 1
Consolidated Statements of Income (Unaudited) for the three and six months
ended June 30, 2000 and 1999................................................................ 2
Consolidated Statements of Cash Flows (Unaudited) for the three and six months
ended June 30, 2000 and 1999................................................................ 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 .......................................................................... 15
Item 6. Exhibits and Reports on Form 8-K............................................................ 15
SIGNATURES.................................................................................................... 16
</TABLE>
<PAGE> 3
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
2000 1999
------------ --------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 5,333 $ 4,302
Accounts receivable, net of allowances .................................. 73,231 61,762
Due from affiliates...................................................... 7,936 9,671
Other current assets..................................................... 10,086 9,812
------------ --------------
Total current assets.................................................. 96,586 85,547
PROPERTY AND EQUIPMENT, net of accumulated depreciation..................... 61,547 60,405
INVESTMENTS IN JOINT VENTURES............................................... 6,873 6,369
INTANGIBLE ASSETS, net...................................................... 93,165 86,443
DEFERRED FINANCING COSTS, net............................................... 3,732 3,942
OTHER ASSETS................................................................ 6,456 2,134
------------ --------------
Total assets.......................................................... $ 268,359 $ 244,840
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.................................... $ 21,689 $ 16,902
Accrued physician retention.............................................. 9,955 8,642
Accrued salaries and benefits............................................ 5,361 4,985
Current portion of long-term debt........................................ 43,873 22,608
Current portion of capital lease obligations............................. 6,091 5,484
Deferred income taxes.................................................... 1,651 1,651
Other current liabilities................................................ 131 94
------------ --------------
Total current liabilities............................................. 88,751 60,366
DEFERRED INCOME TAXES....................................................... 384 384
LONG-TERM DEBT, net of current portion...................................... 130,548 141,992
CAPITAL LEASE OBLIGATIONS, net of current portion........................... 13,840 14,756
OTHER LIABILITIES........................................................... 117 717
------------ --------------
Total liabilities..................................................... 233,640 218,215
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES............................. 878 1,250
STOCKHOLDERS' EQUITY:
Common stock............................................................. 2 2
Additional paid-in capital............................................... (579) (590)
Retained earnings........................................................ 34,418 25,963
------------ --------------
Total stockholders' equity............................................ 33,841 25,375
------------ --------------
Total liabilities and stockholders' equity............................ $ 268,359 $ 244,840
============ ==============
</TABLE>
1
<PAGE> 4
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
SERVICE FEE REVENUES .................... $ 61,783 $ 47,188 $ 121,030 $ 90,420
COSTS AND EXPENSES:
Salaries and benefits ................. 16,011 12,780 31,429 24,623
Field supplies ........................ 3,418 2,838 6,578 5,319
Field rent and lease expenses ......... 7,596 3,738 14,667 7,561
Other field expenses .................. 10,321 7,646 20,158 14,318
Bad debt expense ...................... 5,253 4,437 10,637 8,474
Corporate general and administrative .. 2,944 2,664 5,550 5,293
Depreciation and amortization ......... 5,544 4,244 10,908 7,856
Interest expense, net ................. 4,275 2,574 8,518 4,913
--------- --------- --------- ---------
Total costs and expenses ................ 36,484 28,565 69,883 53,704
--------- --------- --------- ---------
INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS ... 6,421 6,267 12,585 12,063
EQUITY IN EARNINGS OF INVESTMENTS ....... 1,115 883 2,018 1,556
MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES ............... (228) (230) (510) (435)
--------- --------- --------- ---------
INCOME BEFORE TAXES ..................... 7,308 6,920 14,093 13,184
INCOME TAX EXPENSE ...................... 2,923 2,632 5,637 5,012
--------- --------- --------- ---------
NET INCOME .............................. $ 4,385 $ 4,288 $ 8,456 $ 8,172
========= ========= ========= =========
NET INCOME PER COMMON SHARE
Basic ................................. $ 0.22 $ 0.22 $ 0.43 $ 0.42
Diluted ............................... $ 0.21 $ 0.22 $ 0.41 $ 0.41
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic ................................. 19,502 19,297 19,483 19,296
Diluted ............................... 22,067 19,738 22,076 19,734
</TABLE>
2
<PAGE> 5
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................. $ 4,385 $ 4,288 $ 8,456 $ 8,172
Minority interests ...................................... 228 230 510 435
Depreciation and amortization ........................... 5,544 4,244 10,908 7,856
Equity in earnings of investments ....................... (1,115) (883) (2,018) (1,556)
Accounts receivable, net ................................ (3,660) (8,106) (11,469) (11,640)
Net change in other assets .............................. (2,036) 1,963 (2,863) 1,592
Net change in accounts payable and accrued liabilities .. 4,912 (3,977) 5,912 (2,697)
-------- -------- -------- --------
Net cash provided by (used in)
operating activities .......................... 8,258 (2,241) 9,436 2,162
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ..................... (4,370) (11,718) (7,678) (17,779)
Cash paid for acquisitions .............................. (1,890) (2,129) (8,910) (6,590)
Contributions to joint ventures ......................... (584) (65) (626) (115)
Distributions from joint ventures ....................... 686 443 1,258 534
-------- -------- -------- --------
Net cash used in investing activities ......... (6,158) (13,469) (15,956) (23,950)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt, net ..................................... (3,566) 15,237 10,434 19,714
Payments on capital leases .............................. (1,226) (655) (2,895) (1,120)
Other ................................................... 4 -- 12 --
-------- -------- -------- --------
Net cash provided by (used in)
financing activities .......................... (4,788) 14,582 7,551 18,594
-------- -------- -------- --------
NET INCREASE(DECREASE) IN CASH
AND CASH EQUIVALENTS ....................................... (2,688) (1,128) 1,031 (3,194)
CASH AND CASH EQUIVALENTS, beginning of period ............. 8,021 4,419 4,302 6,485
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS, end of period ................... $ 5,333 $ 3,291 $ 5,333 $ 3,291
======== ======== ======== ========
</TABLE>
3
<PAGE> 6
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.
As of June 30, 2000, the Company operates 124 imaging centers located in 18
states and the District of Columbia. The Company's full-service imaging centers
typically offer such imaging modalities as x-ray, magnetic resonance imaging
("MRI"), computed tomography ("CT"), mammography, ultrasound, nuclear medicine
and positron emission tomography ("PET"), as well as general radiography and
fluoroscopy. The diagnostic images which result from these procedures and the
radiology reports based on the images enable ordering physicians to diagnose and
manage diseases and injuries more accurately and effectively than would be
possible without such clinical information. Ordering physicians rely extensively
on this type of diagnostic information in making health care treatment
decisions. Radiologix's imaging centers have concentrated geographic coverage in
markets located in California, Florida, Illinois, Kansas, Maryland, New York,
Pennsylvania, Texas, Virginia and Washington D.C.
The accompanying consolidated unaudited financial statements have been
prepared by Radiologix pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"), and reflect all adjustments (all of which are
of a normal recurring nature) which, in the opinion of management, are necessary
for a fair statement of the results of the interim periods presented. The
results for the three and six months ended June 30, 2000 are not necessarily
indicative of the results expected for the full fiscal year. These financial
statements do not include all disclosures associated with the annual financial
statements and, accordingly, should be read in conjunction with the attached
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the consolidated financial statements and notes thereto for the
year ended December 31, 1999, included in Radiologix's Form 10-K filed with the
SEC on March 29, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles 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.
The consolidated balance sheets presented have been revised from those
previously reported to reflect a reduction of $1,952,000 to the Company's 1998
income tax expense. The effect of this revision in 1998 has been reflected in
the accompanying financial statements as adjustments to deferred income taxes
and retained earnings. See Note 7 to the Company's 1999 Form 10-K/A.
Service Fee Revenue
Service fee revenue represents radiology practices' revenue less
amounts retained by radiology practices. The amounts retained by radiology
practices represents amounts paid to the physicians pursuant to the service
agreements between the Company and the radiology practices. Under the service
agreements, the Company provides each physician practice 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 radiology practices.
The Company derives the majority of its service fee revenue from
providing the technical component of radiology services performed at the
Company's free-standing imaging facilities and pursuant to the Company's
outsourced hospital relationships. In addition, the Company also derives service
fee revenue from providing management services to radiology practices pursuant
to long-term 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 agreements and
which is renegotiated each year to equal the fair market value of the services
provided under the service agreements. The flat 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
4
<PAGE> 7
agreed-upon expenses (non-physician salaries and benefits, rent, depreciation,
insurance, interest and other physician costs) from the radiology practices'
revenue. Questar currently offers magnetic resonance imaging (MRI) and other
diagnostic imaging services at 37 centers in 15 states, and primarily derives
its revenues from technical revenues generated from those imaging centers.
Service fee revenue consists of the following (in thousands):
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Professional component........................ $ 13,873 $ 11,982 $ 27,624 $ 24,844
Technical component........................... 47,910 35,206 93,406 65,576
----------- ----------- ----------- ------------
$ 61,783 $ 47,188 $ 121,030 $ 90,420
=========== =========== =========== ============
</TABLE>
3. EARNINGS PER SHARE:
The Company adopted the Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share" ("EPS") effective December 31, 1997. SFAS
No. 128 simplifies the computation of EPS by replacing the presentation of
primary EPS with a presentation of basic EPS. 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 note
using the "if converted" method. The following table sets for the computation of
basic and diluted net income per share ( in thousands, except per share
amounts):
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Basic Net Income Per Share:
Net Income $ 4,385 $ 4,288 $ 8,456 $ 8,172
============ ============ ============ ============
Weighted Average Shares Outstanding
19,502 19,297 19,483 19,296
============ ============ ============ ============
Basic Net Income Per Share $ 0.22 $ 0.22 $ 0.43 $ 0.42
============ ============ ============ ============
Diluted Net Income Per Share:
Net Income $ 4,385 $ 4,288 $ 8,456 $ 8,172
Interest on Convertible Debentures 256 0 507 0
------------ ------------ ------------ ------------
Net Income for Diluted Net Income Per Share $ 4,641 $ 4,288 $ 8,963 $ 8,172
============ ============ ============ ============
Weighted Average Shares Outstanding
19,502 19,297 19,483 19,296
Effect of Dilutive Securities -
Stock Options and Convertible Debentures
2,565 441 2,593 438
------------ ------------ ------------ ------------
Shares for Diluted Net Income Per Share
22,067 19,738 22,076 19,734
============ ============ ============ ============
Diluted Net Income Per Share $ 0.21 $ 0.22 $ 0.41 $ 0.41
============ ============ ============ ============
</TABLE>
5
<PAGE> 8
4. 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 income 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.
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 2000
(Dollars in thousands)
-----------------------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Questar(5) Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Service fee revenue $ 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%
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
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
(Dollars in thousands)
----------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Service fee revenue $ 39,452 $ 27,917 $ 10,781 $ 12,270 $ 90,420
Total operating expenses 26,378 18,731 6,699 8,487 60,295
---------- ---------- ---------- ---------- ----------
Segment contribution $ 13,074 $ 9,186 $ 4,082 $ 3,783 $ 30,125
Contribution margin 33% 33% 38% 31% 33%
Depreciation and
amortization expense $ 3,195 $ 1,493 $ 400 $ 921 $ 6,009
Interest expense $ 542 $ 486 $ 99 $ 360 $ 1,487
Segment profit $ 10,091 $ 7,207 $ 3,950 $ 2,502 $ 23,750
Segment assets $ 54,087 $ 30,901 $ 15,715 $ 15,130 $ 115,833
Expenditures for
segment assets $ 8,852 $ 1,694 $ 1,834 $ 2,707 $ 15,087
</TABLE>
----------
(1) Includes the Mid-Atlantic Market.
(2) Includes the Finger Lakes and Hudson Valley Markets.
(3) Includes the South Texas, Treasure Coast and Northeast Kansas Markets.
(4) Includes the Bay Area Market.
(5) Includes 37 imaging centers as of June 30, 2000.
6
<PAGE> 9
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
------------------------
2000 1999
Reconciliation of segment profit to income ---------- ----------
before taxes:
<S> <C> <C>
Segment profit $ 28,293 $ 23,750
Unallocated amounts:
Corporate general and administrative (5,550) (5,293)
Corporate depreciation and amortization (2,614) (1,847)
Corporate interest expense (6,036) (3,426)
---------- ----------
Income before taxes $ 14,093 $ 13,184
========== ==========
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
-------------------------
Reconciliation of assets and expenditures for 2000 1999
segment assets to total assets: ----------- -----------
<S> <C> <C>
Assets:
Segment amounts $ 160,817 $ 115,833
Corporate assets (including intangible assets) 107,542 68,714
----------- -----------
Total assets $ 268,359 $ 184,547
=========== ===========
Expenditures:
Segment amounts $ 7,290 $ 15,087
Corporate expenditures 388 2,692
----------- -----------
Total expenditures $ 7,678 $ 17,779
=========== ===========
</TABLE>
5. SUBSEQUENT EVENTS
On August 14, 2000, the Company and the existing bank group amended the
Company's bank credit facility (the "Credit Facility") to delay the existing
amortization period by six months. The Credit Facility, as amended, will now
begin amortizing effective March 31, 2001.
In addition to extending the amortization period, the amendment
provides the bank group with security in all the Company's and it's wholly owned
subsidiaries assets. The amendment also includes additional restrictive
covenants including, capital expenses, acquisition review, days sales
outstanding maximums and excess cash flow sweeps.
7
<PAGE> 10
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 for the year ended December 31, 1999, 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 revenue from providing the
technical component of radiology services performed at the Company's
free-standing imaging facilities and pursuant to the Company's outsourced
hospital relationships. In addition, the Company also derives service fee
revenue from providing management services to radiology practices pursuant to
long-term service agreements.
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
During the six months ended June 30, 2000 and 1999, the Company has focused on
the results of operations through the division of its 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 Questar Imaging, Inc., Questar, initially acquired in
August 1999 as a separate operation. The Company's operations of the each of the
four designated regions, as well as Questar, are to 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 radiology practices. In addition, any imaging
centers which are in the same market as the operations of the radiology
practices are not included in the service agreements of such radiology
practices.
During the third quarter of fiscal year 2000, the Company anticipates that it
will have the internal management of the four regions of the radiology practices
begin managing the operations of some, if not all, of the operations of the
Questar imaging centers located in the same market as some of the radiology
practices.
The operating margin for the Mid-Atlantic of 34% and 33% for the six months
ended June 30, 2000 and 1999, respectively, remained relatively constant. The
operating margin of the Northeastern region of 29% and 33% % for the six months
ended June 30, 2000 and 1999, respectively decreased in 2000 as a result of
additional lease expense incurred on radiology equipment which was part of the
sales-leaseback transaction in December 1999. The operating margin of the
Central region of 37% and 38% for the six months ended June 30, 2000 and 1999,
respectively remained relatively constant. The operating margin for the Western
region of 28% and 31%for the six months ended June 30, 2000 and 1999,
respectively decreased slightly as a result of the Company investing in
additional staffing to improve patient satisfaction for services performed at
the radiology practices.
8
<PAGE> 11
-Three Months Ended June 30, 2000
Service Fee Revenue
Service fee revenue increased $14,595,000 or 30.9% for the three months
ended June 30, 2000 to $61,783,000 from $47,188,000 for the three months ended
June 30, 1999. Of the increase from 1999 to 2000, $5,287,000 resulted from
increased business within existing facilities (12.3% same store increase),
$7,906,000 resulted from practices acquired and developed in 1999, and
$1,402,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. The increase in same store revenue is the direct result of increased
procedure volume. The increased volume was coupled with the radiology practices
experiencing a change in the revenue mix which resulted in a disproportionate
share of the increase in service fee revenue coming from technical services as
compared to the professional services offered. The Company derives the majority
of its service fee revenue from providing the technical component of radiology
services and therefore, experienced an increase in service fee revenue for 2000
as compared to 1999.
Salaries and Benefits
Salaries and benefits increased $3,231,000 or 25.3% for the three
months ended June 30, 2000 to $16,011,000 from $12,780,000 for the three months
ended June 30, 1999. Of the increase from 1999 to 2000, $1,279,000 resulted from
existing facilities, $1,667,000 resulted from practices acquired and developed
in 1999, and $285,000 resulted from "tuck-in" acquisitions of imaging centers in
1999 and 2000. The increase in salaries and benefits of $1,279,000 from existing
facilities is primarily a direct result of the factors which increased service
fee revenue. As a percentage of service fee revenue, these costs were 25.9% and
27.1% in 2000 and 1999, respectively. The decrease in salaries and benefits as a
percentage of service fee revenue is the result of the factors which increased
service fee revenue as discussed above.
Field Supplies
Field supplies increased $580,000 or 20.4% for the three months ended
June 30, 2000 to $3,418,000 from $2,838,000 for the three months ended June 30,
1999. Of the increase from 1999 to 2000, $157,000 resulted from existing
facilities, $307,000 resulted from practices acquired and developed in 1999, and
$116,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 5.5% and 6.0% in
2000 and 1999, respectively. The decrease in supplies as a percentage of service
fee revenue is the result of the factors which increased service fee revenue as
discussed above.
Field Rent and Lease Expense
Field rent and lease expense increased $3,858,000 or 103.2% for the
three months ended June 30, 2000 to $7,596,000 from $3,738,000 for the three
months ended June 30, 1999. Of the increase from 1999 to 2000, $1,577,000
resulted from existing facilities. This increase is partially attributable to
several MRI leases in the Northeast region that are based on a per scan basis.
As 1999 volume increased, equipment lease expense increased due to per scan
payment arrangements associated with these higher-end modalities. An increase of
$1,947,000 resulted from practices acquired and developed in 1999, and $334,000
resulted from "tuck-in" acquisitions of imaging centers in 1999 and 2000. These
costs also increased due to the Company's sale-leaseback transaction completed
December 30, 1999 as more fully described in the Company's 1999 Form 10-K. As a
percentage of service fee revenue, these costs were 12.3% and 7.9% in 2000 and
1999, respectively.
Other Field Expenses
Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased $2,675,000 or 35.0% for
the three months ended June 30, 2000 to $10,321,000 from $7,646,000 for the
three months ended June 30, 1999. Of the increase from 1999 to 2000, $874,000
resulted from existing facilities, $1,533,000 resulted from practices acquired
and developed in 1999, and $268,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. The increase of $874,000 in other field
expenses from existing facilities is a direct result of costs associated with
the increased service fee revenue. As a percentage of service fee revenue, these
costs were 16.7% and 16.2% in 2000 and 1999, respectively.
9
<PAGE> 12
Bad Debt Expense
Bad debt expense increased $816,000 or 18.4% for the three months ended
June 30, 2000 to $5,253,000 from $4,437,000 for the three months ended June 30,
1999. This increase is primarily attributable to the increase in revenues. As a
percentage of service fee revenue, these costs were 8.5% and 9.4% in 2000 and
1999, respectively.
Corporate General and Administrative
Corporate general and administrative expense increased $280,000 or
10.5% for the three months ended June 30, 2000 to $2,944,000 from $2,664,000 for
the three months ended June 30, 1999. As a percentage of service fee revenue,
these costs were 4.8% and 5.7% in 2000 and 1999, respectively.
Depreciation and Amortization
Depreciation and amortization increased $1,300,000 or 30.6% for the
three months ended June 30, 2000 to $5,544,000 from $4,244,000 for the three
months ended June 30, 1999. This increase was principally due to amortization of
goodwill resulting from the Company's acquisition of additional practices and
facilities. In addition, the Company has continued to upgrade its radiology
equipment resulting in increased depreciation expense. These increases were
partially offset by the Company's sale-leaseback transaction completed December
30, 1999 more fully described in the Company's 1999 Form 10-K. As a percentage
of service fee revenue, these costs were 9.0% in 2000 and 1999.
Interest Expense, net
Interest expense, net increased $1,701,000 or 66.1% for the three
months ended June 30, 2000 to $4,275,000 from $2,574,000 for the three months
ended June 30, 1999. As a percentage of service fee revenue, these costs were
6.9% and 5.5% in 2000 and 1999, respectively. The increase as a percentage of
service fee revenue is a result of the Company's acquisitions during 1999,
resulting in higher debt levels and the effect of increased interest rates on
borrowings.
Income Taxes
The Company's effective tax rate for the three months ended June 30,
2000 was 40.0%, an increase of 2% for the three months ended June 30, 1999. This
increase is primarily due to the non-deductible amortization of goodwill and a
shift in state income taxes based on the Company's recent expansions.
-Six Months Ended June 30, 2000
Service Fee Revenue
Service fee revenue increased $30,610,000 or 33.9% for the six months
ended June 30, 2000 to $121,030,000 from $90,420,000 for the six months ended
June 30,1999. Of the increase from 1999 to 2000, $13,433,000 resulted from
increased business within existing facilities (15.5% same store increase),
$14,491,000 resulted from practices acquired and developed in 1999, and
$2,686,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. The increase in same store service fee revenue is the result of increased
procedure volume. . The increased volume was coupled with the radiology
practices experiencing a change in the revenue mix with a disproportionate share
of the increase in service fee revenue coming from technical services as
compared to the professional services offered. The Company derives the majority
of its service fee revenue from providing the technical component of radiology
services and therefore, experienced an increase in service fee revenue for 2000
as compared to 1999.
10
<PAGE> 13
Salaries and Benefits
Salaries and benefits increased $6,806,000 or 27.6% for the six months
ended June 30, 2000 to $31,429,000 from $24,623,000 for the six months ended
June 30, 1999. Of the increase from 1999 to 2000, $3,292,000 resulted from
existing facilities, $2,982,000 resulted from practices acquired and developed
in 1999, and $532,000 resulted from "tuck-in" acquisitions of imaging centers in
1999 and 2000. The increase in salaries from existing facilities is the result
of the same factors which increased service fee revenue, as discussed above. As
a percentage of service fee revenue, these costs were 26.0% and 27.2% in 2000
and 1999, respectively.
Field Supplies
Field supplies increased $1,259,000 or 23.7% for the six months ended
June 30, 2000 to $6,578,000 from $5,319,000 for the six months ended June 30,
1999. Of the increase from 1999 to 2000, $373,000 resulted from existing
facilities, $609,000 resulted from practices acquired and developed in 1999, and
$277,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 5.4% and 5.9% in
2000 and 1999, respectively.
Field Rent and Lease Expense
Field rent and lease expense increased $7,106,000 or 94.0% for the six
months ended June 30, 2000 to $14,667,000 from $7,561,000 for the six months
ended June 30,1999. Of the increase from 1999 to 2000, $3,154,000 resulted from
existing facilities. This increase is partially attributable to several MRI
leases in the Northeast region that are based on a per scan basis. As 1999
volume increased, equipment lease expense increased due to per scan payment
arrangements associated with these higher-end modalities. An increase of
$3,553,000 resulted from practices acquired and developed in 1999, and $399,000
resulted from "tuck-in" acquisitions of imaging centers in 1999 and 2000. These
costs also increased due to the Company's sale-leaseback transaction completed
December 30, 1999, as more fully described in the Company's 1999 Form 10-K. As a
percentage of service fee revenue, these costs were 12.1% and 8.4% in 2000 and
1999, respectively.
Other Field Expenses
Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased $5,840,000 or 40.8 % for
the six months ended June 30, 2000 to $20,158,000 from $14,318,000 for the six
months ended June 30,1999. Of the increase from 1999 to 2000, $2,770,000
resulted from existing facilities, $2,703,000 resulted from practices acquired
and developed in 1999, and $367,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. The increase of $2,770,000 in other field
expenses from the existing facilities is the result of the same factors which
increased service fee revenues. As a percentage of service fee revenue, these
costs were 16.7% and 15.8% in 2000 and 1999, respectively.
Bad Debt Expense
Bad debt expense increased $2,163,000 or 25.5% for the six months ended
June 30, 2000 to $10,637,000 from $8,474,000 for the six months ended June 30,
1999. This increase is primarily attributable to the increase in revenues. As a
percentage of service fee revenue, these costs were 8.8% and 9.4% in 2000 and
1999, respectively.
Corporate General and Administrative
Corporate general and administrative expense increased $257,000 or 4.9%
for the six months ended June 30, 2000 to $5,550,000 from $5,293,000 for the six
months ended June 30, 1999. As a percentage of service fee revenue, these costs
were 4.6% and 5.9% in 2000 and 1999, respectively.
11
<PAGE> 14
Depreciation and Amortization
Depreciation and amortization increased $3,052,000 or 38.9% for the six
months ended June 30, 2000 to $10,908,000 from $7,856,000 for the six months
ended June 30 1999. This increase was principally due to amortization of
goodwill resulting from the Company's acquisition of additional practices and
facilities. In addition, the Company has continued to upgrade its radiology
equipment resulting in increased depreciation expense. These increases were
partially offset by the Company's sale-leaseback transaction completed December
30, 1999, as more fully described in the Company's 1999 Form 10-K. As a
percentage of service fee revenue, these costs were 9.0% and 8.7% in 2000 and
1999, respectively.
Interest Expense, net
Interest expense, net increased $3,605,000 or 73.4% for the six months
ended June 30, 2000 to $8,518,000 from $4,913,000 for the six months ended June
30, 1999. As a percentage of service fee revenue, these costs were 7.0% and 5.4%
in 2000 and 1999, respectively. The increase as a percentage of service fee
revenue is a result of the Company's acquisitions during 1999, resulting in
higher debt levels and the effect of increased interest rates on borrowings.
Income Taxes
The Company's effective tax rate for the six months ended June 30, 2000
was 40.0%, an increase of 2% from the same period in 1999. This increase is
primarily due to the non-deductible amortization of goodwill and a shift in
state income taxes based on the Company's recent expansions.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had $7,835,000 in working capital, a
decrease of $17,346,000 from December 31, 1999. The Company's principal sources
of liquidity consist of (i) cash and cash equivalents aggregating $5,333,000,
(ii) net accounts receivable of $73,231,000, and (iii) approximately $7,000,000
in borrowing capacity under the Company's bank credit facility (the "Credit
Facility").
For the six months ended June 30, 2000, cash of $9,436,000 was provided
by operations. Cash of $15,956,000 was used in investing activities for the six
months ended June 30, 2000. The Company invested $8,910,000 for acquisitions,
and $7,678,000 for the purchase of property and equipment. Cash of $7,551,000
was provided by financing activities for the six months ended June 30, 2000. The
Company had additional borrowings of $15,000,000 and repaid $4,566,000 for the
six months ended June 30, 2000.
On November 26, 1997, the Company entered into the Credit Facility. The
Credit Facility was amended May 19, 1998. The loan agreement provides for
revolving loans of up to $160,000,000 to be used by the Company for acquisitions
and general working capital needs. The Company may borrow, repay and reborrow
amounts during the first three years of the Credit Facility. Amounts outstanding
under the Credit Facility at the end of the three years are required to be
repaid in quarterly installments of varying amounts commencing September 30,
2000.
The Credit Facility expires and all loans thereunder mature on the
sixth anniversary of the closing date of the Credit Facility. Borrowings under
the Credit Facility at any time may not exceed the lesser of $160,000,000 or
3.10 times the consolidated EBITDA of the Company, giving pro forma effect to
acquisitions made with such borrowings. In accordance with the Credit Facility,
the Company's senior debt under all senior credit arrangements could not exceed
$207,500,000 at June 30, 2000. As of June 30, 2000, the Company had outstanding
borrowings of $153,000,000 under the Credit Facility and an additional
$41,352,000 under other debt instruments and capital leases. At the Company's
option, the interest rate is (i) an adjusted LIBOR rate, plus an applicable
margin which can vary from 1.5% to 2.5% dependent on certain financial ratios or
(ii) the prime rate, plus an applicable margin which can vary from 0.5% to 1.5%.
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 and the maintenance of
certain financial ratios (including minimum debt-service coverage and maximum
debt-to-EBITDA coverage, as defined). Borrowings under the Credit Facility are
secured by all service agreements, which the Company is, or becomes a party to,
and a pledge of the stock of the Company's subsidiaries. At June 30,
12
<PAGE> 15
2000, the Company is in compliance with the Credit Facility's restrictive
covenants (See Note 5 to the Consolidated Financial Statements presented
herein).
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 forty five of the sixty 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.
The Securities Purchase Agreement includes certain restrictive
covenants including prohibitions on the payment of dividends, the reservation of
unissued common stock pending conversion or exercise of the Note, and the
maintenance of certain financial ratios (including maximum interest coverage and
leverage ratios, as defined). At June 30, 2000, the Company is in compliance
with the Note's restrictive covenants.
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 and its Credit Facility.
13
<PAGE> 16
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently subject to any material litigation or, to
the Company's knowledge, is any material litigation threatened against the
Company other than routine litigation arising in the ordinary course of
business, which litigation is expected to be covered by liability insurance and
all of which is not expected to have a material adverse effect on the Company's
business, financial condition or results of operations. There can be no
assurance that the Company will not subsequently be named as a defendant in
additional lawsuits.
There can be no assurance that the Company 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 or other acquisitions. Each
practice or the seller, as applicable, has retained responsibility for, and /or
agreed to indemnify the Company in full against, certain liabilities associated
with these lawsuits. In the event the Company is named as a party in any of
these lawsuits, or a monetary judgment is entered against the Company and
indemnification is unavailable for any reason, the Company'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
The annual meeting of shareholders of the Company was held on
Wednesday, June 7, 2000. At this meeting, the following matters were voted upon
by the Company's shareholders:
(A) ELECTION OF DIRECTORS
Less T. Chafen, M.D., John W. Colloton, Paul D. Farrell, Derace L.
Schaffer, M.D., Michael L. Sherman, M.D. and Mark L. Wagar were elected to serve
as directors of the Company until the annual meeting of stockholders held in
2001. The vote was as follows:
<TABLE>
<CAPTION>
Votes Cast Votes Cast
Name In Favor Against or Withheld
---- --------- -------------------
<S> <C> <C>
Less T. Chafen, M.D. 13,718,736 126,868
John W. Colloton 13,648,394 197,210
Paul D. Farrell 13,722,736 122,868
Derace L. Schaffer, M.D. 13,691,245 154,359
Michael L. Sherman, M.D. 13,691,770 153,834
Mark L. Wagar 13,672,734 172,870
</TABLE>
(B) SELECTION OF AUDITORS
The shareholders of the Company ratified the appointment of Arthur
Andersen LLP as the Company's independent auditors for the fiscal year ended
December 31, 2000, by the following vote:
<TABLE>
<CAPTION>
Votes Cast In Favor Votes Cast Against Abstentions
------------------- ------------------ -----------
<S> <C> <C>
13,632,403 8,900 204,301
</TABLE>
14
<PAGE> 17
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
15
<PAGE> 18
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: October 20, 2000 /s/ MARK L. WAGAR
------------------------------
Mark L. Wagar
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: October 20, 2000 /s/ DAVID W. YOUNG
------------------------------
David W. Young
Vice President of Finance and
Treasurer
(Principal Accounting Officer)
16
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
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. **
</TABLE>
<PAGE> 20
<TABLE>
<S> <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.**
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.**
</TABLE>
<PAGE> 21
<TABLE>
<S> <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.**
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
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*****
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.,
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
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.********
4.4 Convertible Junior Subordinated Promissory Note dated August
1, 1999 issued to BT Capital Partners SBIC, L.P.********
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.**
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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.**
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.***
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<PAGE> 25
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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*****
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<PAGE> 26
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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 Office Building Sublease Agreement by and between Fibreboard
Corporation and American Physician Partners, Inc. ******
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 ************
27 Financial Data Schedule *
99.1 Press Release issued by Radiologix, Inc. on September 24, 1999
announcing its change of corporate name from American Physician
Partners, Inc. **********
99.2 Certificate of Ownership and Merger of Radiologix, Inc. with
and into American Physician Partners, Inc. **********
</TABLE>
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* Filed herewith.
** Incorporated by reference to the corresponding Exhibit number to the
registrant's Registration Statement No. 333-31611 on Form S-4.
<PAGE> 27
*** 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-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.
