<PAGE>
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
SEPTEMBER 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 jurisdiction (I.R.S. Employer
of incorporation or Identification)
organization)
2200 ROSS AVENUE
3600 CHASE TOWER
DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
(214) 303-2776
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT NOVEMBER 1, 2000
----- -------------------------------
<S> <C>
COMMON STOCK, $0.0001 PAR VALUE 19,506,478 SHARES
</TABLE>
<PAGE>
RADIOLOGIX, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
FORM 10-Q ITEM PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 (Unaudited) and December 31, 1999...... 1
Consolidated Statements of Income (Unaudited) for the three months and nine months
ended September 30, 2000 and 1999........................................................... 2
Consolidated Statements of Cash Flows (Unaudited) for the three months and nine months
ended September 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 ...... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................. 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................................................... 16
Item 2. Changes in Securities and Use of Proceeds................................................... 16
Item 3. Defaults Upon Senior Securities............................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders......................................... 17
Item 5. Other Information .......................................................................... 17
Item 6. Exhibits and Reports on Form 8-K............................................................ 17
SIGNATURES.................................................................................................... 18
</TABLE>
<PAGE>
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................................................ $ 4,704 $ 4,302
Accounts receivable, net of allowances................................... 77,775 61,762
Due from affiliates ..................................................... 8,325 9,671
Other current assets..................................................... 10,482 9,812
------------ ------------
Total current assets.................................................. 101,286 85,547
PROPERTY AND EQUIPMENT, net of accumulated depreciation..................... 59,629 60,405
INVESTMENTS IN JOINT VENTURES............................................... 7,707 6,369
INTANGIBLE ASSETS, net...................................................... 92,997 86,443
DEFERRED FINANCING COSTS, net............................................... 4,085 3,942
OTHER ASSETS................................................................ 5,886 2,134
------------ ------------
Total assets.......................................................... $ 271,590 $ 244,840
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.................................... $ 18,996 $ 16,902
Accrued physician retention.............................................. 9,692 8,642
Accrued salaries and benefits............................................ 3,508 4,985
Current portion of long-term debt........................................ 36,359 22,608
Current portion of capital lease obligations............................. 6,187 5,484
Deferred income taxes.................................................... 1,651 1,651
Other current liabilities................................................ 158 94
------------ ------------
Total current liabilities............................................. 76,551 60,366
DEFERRED INCOME TAXES....................................................... 384 384
LONG-TERM DEBT, net of current portion...................................... 142,710 141,992
CAPITAL LEASE OBLIGATIONS, net of current portion........................... 12,207 14,756
OTHER LIABILITIES........................................................... 101 717
------------ ------------
Total liabilities..................................................... 231,953 218,215
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES............................. 1,548 1,250
STOCKHOLDERS' EQUITY:
Common stock............................................................. 2 2
Additional paid-in capital............................................... (578) (590)
Retained earnings ....................................................... 38,665 25,963
------------ ------------
Total stockholders' equity............................................ 38,089 25,375
------------ ------------
Total liabilities and stockholders' equity............................ $ 271,590 $ 244,840
============ ============
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
1
<PAGE>
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2000 1999 2000 1999
---------- --------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
SERVICE FEE REVENUE....................................... $ 62,487 $ 52,169 $ 183,517 $ 142,589
COSTS AND EXPENSES:
Salaries and benefits................................... 16,654 13,505 48,082 38,128
Field supplies.......................................... 3,120 3,002 9,698 8,321
Field rent and lease expenses........................... 7,583 5,311 22,251 12,872
Other field expenses.................................... 10,800 8,375 30,958 22,693
Bad debt expense........................................ 5,339 4,923 15,976 13,397
Corporate general and administrative.................... 2,782 2,910 8,332 8,203
Depreciation and amortization........................... 5,522 5,093 16,430 12,949
Interest expense, net................................... 4,583 3,383 13,101 8,296
---------- --------- ---------- ----------
INCOME BEFORE TAXES, MINORITY
INTERESTS IN CONSOLIDATED SUBSIDIARIES
AND EQUITY IN EARNINGS OF INVESTMENTS..................... 6,104 5,667 18,689 17,730
EQUITY IN EARNINGS OF INVESTMENTS......................... 1,185 925 3,203 2,481
MINORITY INTERESTS IN INCOME OF
CONSOLIDATED SUBSIDIARIES................................. (225) (237) (735) (672)
---------- --------- ---------- ----------
INCOME BEFORE TAXES....................................... 7,064 6,355 21,157 19,539
INCOME TAX EXPENSE........................................ 2,818 2,520 8,455 7,532
---------- --------- ---------- ----------
NET INCOME ............................................ $ 4,246 $ 3,835 $ 12,702 $ 12,007
========== ========= =========== ==========
NET INCOME PER COMMON SHARE
Basic................................................... $ 0.22 $ 0.20 $ 0.65 $ 0.62
Diluted................................................. $ 0.20 $ 0.19 $ 0.61 $ 0.60
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic................................................... 19,506 19,311 19,491 19,301
Diluted................................................. 22,143 21,246 22,098 20,238
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
2
<PAGE>
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2000 1999 2000 1999
---------- --------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................... $ 4,246 $ 3,835 $ 12,702 $ 12,007
Minority interests....................................... 225 237 735 672
Depreciation and amortization............................ 5,522 5,093 16,430 12,949
Equity in earnings of investments........................ (1,185) (925) (3,203) (2,481)
Accounts receivable, net................................. (4,544) (8,617) (16,013) (20,257)
Current assets, net...................................... (676) (2,123) (3,539) (531)
Accounts payable and accrued liabilities, net............ (2,675) 1,981 3,237 (716)
---------- --------- ---------- ----------
Net cash provided by (used in)
operating activities........................... 913 (519) 10,349 1,643
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment...................... (4,510) (4,421) (12,188) (22,200)
Cash paid for acquisitions............................... (878) (18,051) (9,788) (24,641)
Joint ventures........................................... 813 495 1,445 914
---------- --------- ---------- ----------
Net cash used in investing activities.......... (4,575) (21,977) (20,531) (45,927)
---------- --------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt, net...................................... 4,925 27,516 15,359 47,230
Payments on capital leases............................... (1,888) (961) (4,783) (2,081)
Other.................................................... (4) 2 8 2
---------- ---------- ---------- ----------
Net cash provided by financing activities...... 3,033 26,557 10,584 45,151
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS....................................... (629) 4,061 402 867
CASH AND CASH EQUIVALENTS, beginning of period............ 5,333 3,291 4,302 6,485
---------- ---------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period.................. $ 4,704 $ 7,352 $ 4,704 $ 7,352
========= ========= ========== ==========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
3
<PAGE>
See accompanying notes to unaudited condensed consolidated financial statements.
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 September 30, 2000, the Company operates 124 technologically advanced,
multi-modality diagnostic imaging centers located in 18 states and the District
of Columbia. 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. 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.
On August 23, 2000, the Company announced it had entered into a
definitive agreement with Saunders Karp & Megrue to effect a recapitalization of
the Company. On September 12, 2000, the Company entered into an amended and
restated merger agreement with SKM-RD Acquisition Corp., a newly formed
corporation. At the time of the recapitalization, SKM-RD LLC, an affiliate of
Saunders Karp & Megrue, L.P., a Stamford, Connecticut-based private equity
investment firm, will own more than 70% of the common stock of SKM-RD
Acquisition Corp. Audax-RD LLC, an affiliate of Audax Group, L.P., will won more
than 20% of SKM-RD Acquisition Corp. Under the merger agreement, SKM-RD
Acquisition Corp. will merge with and into Radiologix, Inc. The merger will be
part of the recapitalization of the Company. Upon completion of the merger,
affiliates of Saunders Karp & Megrue, L.P. and Audax Group, L.P. and their
co-investors will own between 80% and 90% of the Company's common stock. The
remaining 10% to 20% of the post-merger common stock will be retained by the
Company's executive management and its pre-merger public shareholders. On
October 23, 2000, the Company filed with the Securities and Exchange Commission
("SEC") an Amendment No.2 to Form S-4 and as of such date has mailed to its
shareholders the proxy statement/prospectus, which includes the disclosure
regarding the transaction.
The accompanying consolidated unaudited financial statements have been
prepared by Radiologix pursuant to the rules and regulations of the 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 nine months
ended September 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/A filed with the SEC on October 20, 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles 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.
4
<PAGE>
SERVICE FEE REVENUE
Service fee revenue represents radiology practices revenue less amounts
retained by radiology practices. The amounts retained by radiology practices
represent amounts paid to the radiology practices pursuant to the service
agreements between the Company and the 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 radiology practices.
The Company's service fee revenue is dependent upon the operating results
of the radiology practices. Where state law allows, service fees due under the
service agreements are derived from two distinct revenue streams: (1) a
negotiated percentage (typically 20% to 30%) of the adjusted professional
revenues as defined in the service agreement; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, the Company has negotiated a base service fee,
which is equal to the fair market value of the services provided under the
service agreement and which is renegotiated each year to equal the fair market
value of the services provided under the service agreement. The fixed fee
structure results in the Company receiving substantially the same amount of
service fee as it would have received under its negotiated percentage fee
structure. Adjusted professional revenues and adjusted technical revenues are
determined by deducting certain contractually agreed-upon expenses
(non-physician salaries and benefits, rent, depreciation, insurance, interest
and other physician costs) from the radiology practices' revenue.
Service fee revenue consists of the following (in thousands):
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Professional component........................... $ 15,186 $ 14,520 $ 42,810 $ 39,364
Technical component.............................. 47,301 37,649 140,707 103,225
----------- ----------- ----------- ------------
$ 62,487 $ 52,169 $ 183,517 $ 142,589
=========== =========== =========== ============
</TABLE>
3. LONG TERM DEBT
On August 14, 2000, the Company and the existing bank group amended the
Company's bank credit facility (the "Credit Facility") to delay the quarterly
principal installments of varying amounts commencing September 30, 2000 to March
31, 2001. The quarterly principal installment payments due for the first eight
fiscal quarters, beginning March 31, 2001 are 7.5% of the outstanding balance.
Based on the outstanding balance of $158.0 million under the Credit Facility at
September 30, 2000, the payment due on March 31, 2001 would be $11.9 million.
Under the amended Credit Facility, the bank group holds security interest in all
of the Company's and its wholly owned subsidiaries' assets. In addition, the
amendment includes additional restrictive covenants including limits on capital
expenditures, a review of acquisitions, days sales outstanding maximums and
excess cash flow sweeps. At September 30, 2000 the Company is in compliance with
these restrictive covenants.
Under the proposed recapitalization (See Note 1 of the Notes to
Consolidated Financial Statements), the Company expects to refinance its
existing indebtedness with approximately $250.0 million of new indebtedness. It
is expected that the new indebtedness will include a combination of senior,
senior subordinated or subordinated debt securities and/or senior secured term
loans to be incurred by the Company. In addition, the Company expects to enter
into a new $60.0 million, three-year revolving credit facility which the Company
expects it will be used for working capital, future acquisitions and other
general corporate purposes.
4. 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
5
<PAGE>
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.
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
September 30, September 30,
2000 1999 2000 1999
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Basic Net Income Per Share:
Net Income $ 4,246 $ 3,835 $ 12,702 $ 12,007
============= ============= ============= ============
Weighted Average Shares Outstanding
19,506 19,311 19,491 19,301
============= ============= ============= ============
Basic Net Income Per Share $ 0.22 $ 0.20 $ 0.65 $ 0.62
============= ============= ============= ============
Diluted Net Income Per Share:
Net Income $ 4,246 $ 3,835 $ 12,702 $ 12,007
Interest on Convertible Debentures 264 154 771 154
------------- ------------- ------------- ------------
Net Income for Diluted Net Income Per Share $ 4,510 $ 3,989 $ 13,473 $ 12,161
============= ============= ============= ============
Weighted Average Shares Outstanding 19,506 19,311 19,491 19,301
Effect of Dilutive Securities -
Stock Options and Convertible Debentures 2,637 1,935 2,607 937
------------- ------------- ------------- ------------
Shares for Diluted Net Income Per Share 22,143 21,246 22,098 20,238
============= ============= ============= ============
Diluted Net Income Per Share $ 0.20 $ 0.19 $ 0.61 $ 0.60
============= ============= ============= ============
</TABLE>
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.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(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 $ 71,576 $ 45,317 $ 21,283 $ 21,590 $ 23,751 $ 183,517
Total operating expenses 47,099 32,004 13,649 16,057 18,156 126,965
------------- ------------- -------------- ----------- ----------- -----------------
</TABLE>
6
<PAGE>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Questar (5) Total
------------- ------------- -------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Segment contribution $ 24,477 $ 13,313 $ 7,634 5,533 5,595 56,552
Contribution margin 34% 29% 36% 26% 24% 31%
Depreciation and
amortization expense 4,992 2,416 1,036 1,881 2,091 12,416
Interest expense 1,139 608 303 511 1,154 3,715
Segment profit $ 19,720 $ 10,288 $ 7,455 $ 3,141 $ 2,285 $ 42,889
Segment assets $ 54,107 $ 42,382 $ 22,363 $ 19,290 $ 26,999 $ 165,141
Expenditures for
segment assets $ 5,832 $ 2,076 $ 744 $ 1,250 $ 548 $ 10,450
</TABLE>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
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 $ 60,373 $ 43,338 $ 16,474 $ 18,982 $ 3,422 $ 142,589
Total operating expenses 40,502 29,034 10,148 13,146 2,581 95,411
------------- ------------- -------------- ----------- ----------- -----------------
Segment contribution 19,871 14,304 6,326 5,836 841 47,178
Contribution margin 33% 33% 38% 31% 25% 33%
Depreciation and
amortization expense 5,120 2,295 643 1,492 447 9,997
Interest expense 997 720 159 557 300 2,733
Segment profit $ 14,934 $ 11,289 $ 6,170 $ 3,788 $ 75 $ 36,256
Segment assets $ 60,282 $ 34,051 $ 17,158 $ 17,322 $ 18,470 $ 147,283
Expenditures for
segment assets $ 11,182 $ 2,021 $ 2,693 $ 3,271 $ 49 $ 19,216
</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 35 imaging centers as of September 30, 2000 and 27 imaging
centers as of September 30, 1999.
<TABLE>
<CAPTION>
September 30,
--------------------------------------------
Reconciliation of profits 2000 1999
------------------ -----------------
<S> <C> <C>
Segment profit $ 42,889 $ 36,256
Unallocated amounts:
Corporate general and administrative (8,332) (8,203)
Corporate depreciation and amortization (4,014) (2,951)
Corporate interest expense (9,386) (5,563)
------------------- -----------------
Income before taxes $ 21,157 $ 19,539
================== =================
Reconciliation of assets and expenditures 2000 1999
------------------ -----------------
Assets:
Segment amounts $ 165,141 $ 147,283
Corporate assets (including intangible assets) 106,449 90,271
------------------ -----------------
Total assets $ 271,590 $ 237,554
================== =================
Expenditures:
Segment amounts $ 10,450 $ 19,216
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
September 30,
--------------------------------------------
Expenditures: 2000 1999
------------------ -----------------
<S> <C> <C>
Corporate expenditures 1,738 2,984
------------------ -----------------
Total expenditures $ 12,188 $ 22,200
================== =================
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Radiologix, Inc. was incorporated on April 30, 1996, but conducted no
significant operations until our initial public offering and our acquisition
of the assets of, and our initial contracts with, certain radiology practices
in November 1997.
As of September 30, 2000, we operate 124 technologically-advanced
diagnostic imaging centers located in 18 states and the District of Columbia.
We generate approximately 75% of our revenue from fees charged for use of our
diagnostic imaging equipment at our facilities, with the remainder coming
from fees generated from the provision of administrative, management and
information services to the contracted radiology practices and from joint
ventures in which we have a minority ownership interest.
We have two models by which we contract with radiology practices: a
comprehensive services model and a technical services model. Under our
comprehensive services model, we enter into a long-term agreement with a
radiology practice group (typically 40 years). Under this arrangement, in
addition to obtaining technical fees for the use of our diagnostic imaging
equipment, we provide management services and receive a fee based on the
practice group's professional revenue, including revenue derived from outside
our diagnostic imaging centers. Under our technical services model, we enter
into a shorter-term agreement with a radiology practice group (typically 10
to 15 years) that receives a fee based on cash collections. In connection
with the acquisition of diagnostic imaging centers and contracting with
radiology practices, we acquire certain tangible and intangible assets and
assume certain liabilities of the radiology practices. In both the
comprehensive services and technical services models, we own the diagnostic
imaging assets, and, therefore, receive 100% of the technical reimbursements
associated with imaging procedures. Additionally, in most instances, both the
comprehensive services and the technical services models contemplate an
incentive technical payout income bonus for the practice group if the
technical revenues exceed specified thresholds. We believe each of these
models is, and will continue to be, attractive to radiology groups that
desire to expand their access to outpatient referrals within a particular
market or need management, administrative and information services.
We include in our consolidated financial statements the revenues, net
of amounts retained by physicians, and expenses of the contracted radiology
practices. Our service fees equate to a net profit or similar interest in the
contracted radiology practices.
We expect that the expenses we incur in connection with our obligations
under our agreements with the contracted radiology practices generally will
be the same as the operating costs and expenses that would otherwise have
been incurred by the contracted radiology practices, including:
- the salaries, wages and benefits of non[cad 220]physician personnel;
- the medical supply expenses involved in administering the technical
aspects of the practices;
- the office (general and administrative) expenses of the practices;
- the depreciation and amortization of assets acquired from the
contracted radiology practices; and
- certain other items.
We continually endeavor to control these operating costs and expenses
by obtaining purchase discounts which improve economies of scale and by
establishing "best practices". In addition to the operating costs and
expenses discussed above, we incur certain additional personnel and
administrative expenses associated with maintaining our corporate and
regional offices that provide management, administrative, marketing and
acquisition services.
On September 12, 2000, Radiologix, Inc. entered into an amended and
restated merger agreement with SKM-RD Acquisition Corp., a newly formed
corporation which will be owned by the affiliates of Saunders Karp & Megrue,
L.P. and Audax Group, L.P. and their co-investors (the "Investor Group") at
the time of the merger. Under the merger agreement, SKM-RD Acquisition Corp.
will merge with and into Radiologix, Inc. The merger will be part of a
recapitalization of Radiologix, Inc. Upon completion of the merger, the
Investor Group will own between 80% and 90% of Radiologix, Inc.'s common
stock. The remaining 10% to 20% of the post-merger common stock will be
retained by Radiologix, Inc.'s executive management and its pre-merger public
stockholders.
9
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
SERVICE FEE REVENUE
Service fee revenue increased $10,318,000 or 19.8% for the three months
ended September 30, 2000 to $62,487,000 from $52,169,000 for the three months
ended September 30, 1999. Of the increase from 1999 to 2000, $3,957,000
resulted from increased business within existing facilities (8.1% same store
increase), $5,554,000 resulted from facilities acquired and developed in
1999, and $807,000 resulted from "tuck-in" acquisitions of imaging centers
since the end of the third quarter 1999. The increase in same store revenue
is the direct result of increased procedure volume.
FIELD SALARIES AND BENEFITS
Salaries and benefits increased $3,149,000 or 23.3% for the three
months ended September 30, 2000 to $16,654,000 from $13,505,000 for the three
months ended September 30, 1999. Of the increase from 1999 to 2000,
$1,846,000 resulted from existing facilities. An increase of $1,117,000
resulted from facilities acquired and developed in the latter half of 1999
and the remaining $186,000 resulted from "tuck-in" acquisitions of imaging
centers in 1999 and 2000. The increase in salaries and benefits of $1,846,000
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 26.7% and 25.9% in 2000 and 1999, respectively. The increase in
salaries and benefits as a percentage of service fee revenue is the result of
additonal centers being opened and slight wage pressures in some of our
markets.
FIELD SUPPLIES
Supplies increased $118,000 or 3.9% for the three months ended
September 30, 2000 to $3,120,000 from $3,002,000 for the three months ended
September 30, 1999. The increase from 1999 to 2000, was offset by a reduction
in supply costs of $57,000 at our existing facilities. Supply expense
decreased on a same store basis as a result of increasing purchasing power.
An increase of $106,000 resulted from facilities acquired and developed in
the latter half of 1999 and the remaining $69,000 resulted from "tuck-in"
acquisitions of imaging centers in 1999 and 2000. As a percentage of service
fee revenue, these costs were 5.0% and 5.8% in 2000 and 1999, respectively.
The decrease in supplies as a percentage of service fee revenue is the result
of our increased purchase power
FIELD RENT AND LEASE EXPENSE
Rent and lease expense increased $2,272,000 or 42.8% for the three
months ended September 30, 2000 to $7,583,000 from $5,311,000 for the three
months ended September 30, 1999. Of the increase from 1999 to 2000, $773,000
resulted from existing facilities. This increase is attributable to several
MRI leases in the Northeast region that are based on a per scan basis. As
volume increases, which is evident in the increased same store revenue
numbers, equipment lease expense increases due to per scan payment
arrangements associated with the higher-end modalities. An increase of
$1,162,000 resulted from facilities acquired and developed in the latter half
of 1999 and the remaining $337,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. As a percentage of service fee revenue,
these costs were 12.1% and 10.2% in 2000 and 1999, respectively.
OTHER FIELD EXPENSES
Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased $2,425,000 or 29.0%
in the three months ended September 30, 2000 to $10,800,000 from $8,375,000
for the three months ended September 30, 1999. Of the increase from 1999
10
<PAGE>
to 2000, $1,053,000 resulted from existing facilities. An increase of
$1,213,000 resulted from facilities acquired and developed in 1999, and
$159,000 resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 17.3% and
16.1% in 2000 and 1999, respectively. The increase of $1,053,000 in other
field expenses from existing facilities is a direct result of costs
associated with the increased service fee revenue.
BAD DEBT EXPENSE
Bad debt expense increased $416,000 or 8.5% for the three months ended
September 30, 2000 to $5,339,000 from $4,923,000 for the three months ended
September 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 expenses decreased $128,000 or
4.4% for the three months ended September 30, 2000 to $2,782,000 from
$2,910,000 for the three months ended September 30, 1999. As a percentage of
service fee revenue, these costs were 4.5% and 5.6% in 2000 and 1999,
respectively.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased $429,000 or 8.4% for the three
months ended September 30, 2000 to $5,522,000 from $5,093,000 for the three
months ended September 30, 1999. This increase was principally due to
amortization of intangible assets resulting from the Company's acquisition of
additional facilities and practices. In addition, the Company has continued
to buy new equipment to replace older equipment and this upgrade of equipment
resulted in increased depreciation expense. As a percentage of service fee
revenue, these costs were 8.8% and 9.8% in 2000 and 1999, respectively.
INTEREST EXPENSE, NET
Interest expense, net increased $1,200,000 or 35.5% for the three
months ended September 30, 2000 to $4,583,000 from $3,383,000 for the three
months ended September 30, 1999. As a percentage of service fee revenue,
these costs were 7.3% and 6.5% in 2000 and 1999, respectively. The increase
(as a percentage of service fee revenue) is a result of the Company's
acquisitions throughout 1999, an increase in days sales outstanding and the
issuance of $20,000,000 of convertible notes to fund the Questar Imaging,
Inc. transaction during August 1999, all of which resulted in the Company
carrying higher debt levels.
INCOME TAXES
The Company's effective tax rates for the three months ended September
30, 2000 and 1999 were 40.0%.
NET INCOME
As a result of the foregoing factors, the Company generated net income
of $4,246,000 for the three months ended September 30, 2000, or diluted
income per share of $0.20 on 22,143,000 shares outstanding, compared to net
income of $3,835,000 for the three months ended September 30, 1999, or
diluted income per share of $0.19 on 21,246,000 shares outstanding.
11
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
SERVICE FEE REVENUE
Service fee revenue increased to $183,517,000 for the nine months ended
September 30, 2000 from $142,589,000 for the nine months ended September 30,
1999. Of the increase from 1999 to 2000, $17,034,000 resulted from increased
business within existing facilities (12.3% same store increase), $20,144,000
resulted from facilities acquired and developed in 1999 and 2000, and
$3,750,000 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 at our diagnostic imaging centers. This increased
volume led to an increase in technical fee revenues of 36.3% in comparison to
growth of 8.8% in the professional fee revenues. For the nine months ended
September 30, 2000, we derived 76.7% of our service fee revenue from
providing the technical component of radiology services compared to 72.4% for
the period ended September 30, 1999.
SALARIES AND BENEFITS
Salaries and benefits increased to $48,082,000 for the nine months
ended September 30, 2000 from $38,128,000 for the nine months ended September
30, 1999. Of the increase from 1999 to 2000, $4,805,000 resulted from
existing facilities representing a 12.9% same store increase, consistent with
the revenue growth of those centers. An increase of $4,100,000 resulted from
facilities acquired and developed in 1998 and the remaining $1,049,000
increase resulted from "tuck-in" acquisitions of imaging centers in 1999 and
2000. As a percentage of service fee revenue, these costs were 26.2% and
26.8% in 2000 and 1999, respectively.
FIELD SUPPLIES
Supplies increased to $9,698,000 for the nine months ended September
30, 2000 from $8,321,000 for the nine months ended September 30, 1999. Of the
increase from 1999 to 2000, $371,000 resulted from increased business within
existing facilities, $716,000 resulted from facilities acquired and developed
in 1999 and $290,000 resulted from "tuck-in" acquisitions of imaging centers
in 1999 and 2000. As a percentage of service fee revenue, these costs were
5.3% and 5.8% in 2000 and 1999, respectively.
FIELD RENT AND LEASE EXPENSE
Rent and lease expense increased to $22,251,000 for the nine months
ended September 30, 2000 from $12,872,000 for the nine months ended September
30, 1999. Of the increase from 1999 to 2000, $3,796,000 resulted from
existing facilities representing a 31.9% same store increase. This increase
is attributable to several MRI leases in the Northeast region. As volume
increases on these machines, equipment lease expense increases due to per
scan payment arrangements associated with these higher-end modalities. An
increase of $4,715,000 resulted from facilities acquired and developed in
1999 and the remaining $868,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. As a percentage of service fee revenue,
these costs were 12.1% and 9.0% in 2000 and 1999, respectively.
OTHER FIELD EXPENSES
Other field expenses, which include repairs and maintenance, service
contracts, utilities and communication costs, increased to $30,958,000 for
the nine months ended September 30, 2000 from $22,693,000 for the nine months
ended September 30, 1999. Of the increase from 1999 to 2000, $3,726,000
resulted from existing facilities representing a 17.0% same store increase.
An increase of $3,916,000 resulted from facilities acquired and developed in
1999, and the remaining $623,000 resulted from "tuck-in" acquisitions of
imaging centers in 1999 and 2000. The increase of $3,726,000 in other field
expenses from the existing facilities is the result of the same factors which
increased service fee revenue. As a percentage of service fee revenue, these
costs were 16.9% and 15.9% in 2000 and 1999, respectively.
12
<PAGE>
BAD DEBT EXPENSE
Bad debt expense increased to $15,976,000 for the nine months ended
September 30, 2000 from $13,397,000 for the nine months ended September 30,
1999. This increase is primarily attributable to the increase in revenues. As
a percentage of service fee revenue, these costs were 8.7% and 9.4% in 2000
and 1999, respectively.
CORPORATE GENERAL AND ADMINISTRATIVE
Corporate general and administrative expenses increased to $8,332,000
for the nine months ended September 30, 2000 from $8,203,000 for the nine
months ended September 30, 1999. This increase was principally due to the
continued development of our infrastructure and the addition of staff related
to the Questar transaction. As a percentage of service fee revenue, these
costs were 4.5% and 5.8% in 2000 and 1999, respectively.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased to $16,430,000 for the
nine months ended September 30, 2000 from $12,949,000 for the nine months
ended September 30, 1999. This increase was principally due to amortization
of goodwill resulting from our acquisition of additional facilities and
practices. In addition, we have continued to buy new equipment to replace
older equipment. Upgrades of equipment have resulted in increased
depreciation expense. As a percentage of service fee revenue, these costs
were 9.0% and 9.1% in 2000 and 1999, respectively.
INTEREST EXPENSE, NET
Interest expense, net increased to $13,101,000 for the nine months
ended September 30, 2000 from $8,296,000 for the nine months ended September
30, 1999. As a percentage of service fee revenue, these costs were 7.1% and
5.8% in 2000 and 1999, respectively. The increase as a percentage of service
fee revenue is a result of our acquisitions throughout 1999, resulting in
higher debt levels.
INCOME TAXES
Our effective tax rates for the nine months ended September 30, 2000
and 1999 were 40.0% and 38.5%, respectively. This increase is primarily due
to the non-deductible amortization of goodwill and a shift in state income
taxes based on our recent expansions.
NET INCOME
As a result of the foregoing factors, the Company generated net income
of $12,702,000 for the nine months ended September 30, 2000, or diluted
income per share of $0.61 on 22,098,000 shares outstanding, compared to net
income of $12,007,000 for the nine months ended September 30, 1999, or
diluted income per share of $0.60 on 20,238,000 shares outstanding.
13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, we had $24,735,000 in working capital, a
decrease of $446,000 from December 31, 1999. Our principal sources of
liquidity consist of cash and cash equivalents aggregating $4,704,000, net
accounts receivable of $77,775,000, and approximately $2,000,000 in borrowing
capacity under our existing credit facility.
For the nine months ended September 30, 2000, cash of $10,349,000 was
provided by operations. Cash of $20,531,000 was used in investing activities
for the nine months ended September 30, 2000. We invested $9,788,000 for
acquisitions, and $12,188,000 for the purchase of property and equipment.
Cash of $10,584,000 was provided by financing activities for the nine months
ended September 30, 2000. We invested approximately $7,000,0000 in the
development of certain Questar centers.
On November 26, 1997, we entered into the existing credit facility
which, as amended, provides for revolving loans of up to $160,000,000 to be
used by us for acquisitions and general working capital needs. We will repay
and terminate the existing credit facility as part of the recapitalization.
On August 1, 1999, we issued a $20.0 million convertible junior
subordinated note in connection with the Questar Imaging, Inc. acquisition.
The note matures July 31, 2009 and currently bears interest, payable
quarterly in cash or payment in kind securities, at 8.0%. We will repay and
terminate this note as part of the recapitalization.
A significant component of our bad debt expense is the result of
several non-credit issues, including missing or incorrect billing information
on requisitions. We bill a variety of payors, including Medicare, Medicaid,
managed care plans and private insurers, all of which have different
requirements. We perform the required procedures and report results
regardless of incorrect or missing billing information. We subsequently
attempt to obtain any missing information and rectify incorrect billing
information received from the patient, referring physician or hospital.
Missing or incorrect information on requisitions slows the billing process,
creates backlogs or unbilled charges and generally increases the aging of
accounts receivable. Among many other factors complicating billing are:
- pricing differences between our fee schedule and those of payors;
- disputes between payors as to which party is responsible for payment;
- disparity in coverage among various carriers; and
- auditing for adherence to specific compliance policies and
procedures.
14
<PAGE>
Ultimately, if all issues are not resolved in a timely manner and
payment is not received, the related receivables are charged to the allowance
for bad debts.
The industry as a whole has experienced an increase in days sales
outstanding (average days outstanding of accounts receivable), which is
mainly due to efforts by payors to improve their cash positions. We have been
affected by this industry trend and have increased staffing resources and
internal controls to monitor and minimize the effect of this trend on our
business. At September 30, 2000, our days sales outstanding was 81.75
days, calculated on a three-month rolling average basis on total amounts
billed to payors, net of allowances.
We currently expect that our capital expenditures will be approximately
$19.0 million per year in 2000 and 2001, including maintenance capital
expenditures of approximately $13.0 million. We use capital for the following
purposes:
- technological advances or upgrades of existing equipment, including
teleradiology;
- diagnostic imaging equipment for new modalities (such as open MRI,
spiral CT and PET);
- information systems, including our financial accounting system, which
we implement at each new diagnostic imaging center as soon as
reasonably possible after the center is added to our network; and
- implementation of telecommunication infrastructure to link voice,
data and image transmission capabilities.
Our capital expenditures, however, will be affected by, and may be greater
than currently anticipated depending upon, the size and nature of new
business opportunities.
Based upon current operations and the historical results of our
subsidiaries, we believe that our cash flow from operations, together with
available borrowings under credit facility, will be adequate to meet our
anticipated requirements for working capital, capital expenditures, lease
payments and scheduled interest payments. However, we cannot assure you that
we will continue to generate cash flow above current levels.
15
<PAGE>
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.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company is subject to certain legal proceedings and
claims which arise in the normal course of its business. Pending matters include
claims relating to professional services provided by a founding affiliated
practice. There can be no assurances that additional claims will not be asserted
against the Company in the future. The Company became subject to certain of the
pending claims as the result of successor liability in connection with the
acquisition of the founding affiliated practices; however, the Company believes
that the ultimate resolution of such claims net of applicable indemnification
and available insurance will not have a material adverse effect on the business,
financial condition or results of operations of the Company.
There can be no assurance that the Company will not subsequently be named
as a defendant in additional lawsuits. Each existing radiology practice has
retained responsibility for, and agreed to indemnify the Company in full
against, the liabilities associated with certain lawsuits. In the event the
Company is named or subsequently added as a party to 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
16
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Amendment No 2 to Form S-4 dated October 23, 2000, Registration No.
333-45790, including a proxy statement and prospectus.
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
17
<PAGE>
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: November 3, 2000 /s/ MARK L. WAGAR
-----------------
Mark L. Wagar
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: November 3, 2000 /s/ DAVID W. YOUNG
------------------
David W. Young
Vice President of Finance and
Treasurer
(Principal Accounting Officer)
18
<PAGE>
EXHIBIT INDEX
The following exhibits are filed with this registration statement or
are incorporated by reference to previously filed material.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------------------------------------
<S> <C>
2 Amended and Restated Agreement and Plan of Merger, dated as of
September[nb]12, 2000, as amended by and among Radiologix, Inc.,
SKM-RD LLC and SKM-RD Acquisition Corp. (Appendix A)(8)
3.1 Form of Amended and Restated Certificate of Incorporation of
Radiologix, Inc. (Appendix D)(8)
3.2 Form of Amended and Restated Bylaws of Radiologix, Inc.(8)
3.3 Form of Stockholders Agreement between Radiologix, Inc. and
certain stockholders(8)
3.4 Voting and Exchange Agreement dated as of September 13, 2000, by
and among SKM-RD LLC, SKM-RD Acquisition Corp. and certain
stockholders(8)
4.1 Form of certificate evidencing ownership of Common Stock of American
Physician Partners, Inc.(1)
4.2 Form of Convertible Promissory Note of American Physician
Partners, Inc.(1)
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. (incorporated by reference to Exhibit 4.1 to the
Registrant's Form 8-K filed August 18, 1999).
4.4 Convertible Junior Subordinated Promissory Note dated August 1, 1999
issued to BT Capital Partners SBIC, L.P. (incorporated by reference
to Exhibit 4.2 to the Registrant's Form 8-K filed August 18, 1999).
4.5 Certificate of Ownership and Merger of Radiologix, Inc. with and
into American Physician Partners, Inc. (incorporated by reference
to Exhibit 99.2 to the Registrant's Form 8-K filed October 1, 1999).
10.1 American Physician Partners, Inc. 1996 Stock Option Plan.(1)
10.2 Employment Agreement between American Physician Partners, Inc. and
Gregory L. Solomon.(1)
10.3 Employment Agreement between American Physician Partners, Inc. and
Mark S. Martin.(1)
10.4 Employment Agreement between American Physician Partners, Inc. and
Sami S. Abbasi.(1)
10.5 Employment Agreement between American Physician Partners, Inc. and
Paul M. Jolas.(1)
10.6 Form of Indemnification Agreement for certain Directors and
Officers.(2)
10.7 Form of Registration Rights Agreement.(1)
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.(1)
10.9 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., Ide Admin Corp. and Ide Imaging
Group, P.C.(1)
19
<PAGE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------------------------------------
<S> <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.(1)
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.(1)
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.(1)
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.(1)
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.(1)
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.(1)
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.(1)
10.17 Service Agreement dated November 26, 1997, by and among American
Physician Partners, Inc., APPI-Pacific Imaging Inc. and PIC Medical
Group, Inc.(1)
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.(1)
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.(1)
10.20 Consulting Agreement between American Physician Partners, Inc. and
Michael L. Sherman, M.D.(2)
10.21 Office Building Lease Agreement between Dallas Main Center Limited
Partnership and American Physician Partners, Inc.(2)
10.22 First Amendment to Office Building Lease Agreement between Dallas
Main Center Limited Partnership and American Physician
Partners, Inc.(2)
10.24 Consulting Agreement between American Physician Partners, Inc. and
Lawrence R. Muroff, M.D.(2)
10.25 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Lawrence Muroff, M.D.(2)
10.26 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Mark Martin.(2)
10.27 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Sami Abbasi.(2)
10.28 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Gregory L. Solomon.(2)
20
<PAGE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------------------------------------
<S> <C>
10.29 First Amendment to Consulting Agreement between American
Physician Partners, Inc. and Lawrence R. Muroff, M.D.(2)
10.30 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Michael Sherman, M.D.(2)
10.31 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Paul M. Jolas.(2)
10.32 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Derace Schaffer, M.D.(2)
10.33 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and John Pappajohn.(2)
10.34 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Mary Pappajohn.(2)
10.35 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Thebes Ltd.(2)
10.36 Side Letter dated November 12, 1997 by and between American
Physician Partners, Inc. and Halkis Ltd.(2)
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.(3)
10.38 Service Agreement dated April 1, 1998, by and among American
Physician Partners, Inc., Treasure Coast Imaging Partners, Inc.
and Radiology Imaging Associates[cad 228]Basilico, Gallagher &
Raffa, M.D., P.A.(4)
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.(4)
10.40 Employment Agreement between American Physician Partners, Inc. and
Mark L. Wagar.(4)
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.(5)
10.42 Office Building Lease Agreement between The Equitable-Nissei Dallas
Company and Fibreboard Corporation.(5)
10.43 Office Building Sublease Agreement by and between Fibreboard
Corporation and American Physician Partners, Inc.(5)
10.44 First Amendment to Employment Agreement between American Physician
Partners, Inc. and Mark L. Wagar.(6)
10.45 First Amendment to Employment Agreement between American Physician
Partners, Inc. and Mark S. Martin.(6)
10.46 First Amendment to Employment Agreement between American Physician
Partners, Inc. and Sami S. Abbasi.(6)
10.47 First Amendment to Employment Agreement between American Physician
Partners, Inc. and Paul M. Jolas.(6)
10.48 Amendment No. 1 to American Physician Partners, Inc. 1996 Stock
Option Plan.(7)
21
<PAGE>
<CAPTION>
Exhibit
Number Description
------- ----------------------------------------------------------------
<S> <C>
10.49 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. (incorporated by reference to
Exhibit 2.1 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.50 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 (incorporated by reference
to Exhibit 2.2 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.51 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. (incorporated by reference to Exhibit 2.3
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.52 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and Rockland
Radiological Group, P.C. (incorporated by reference to Exhibit 2.4
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.53 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. (incorporated by reference to Exhibit 2.5 to
the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.54 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and Central Imaging
Associates, P.C. (incorporated by reference to Exhibit 2.6 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.55 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. (incorporated by reference to Exhibit 2.7
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.56 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and Pelham Imaging
Associates, P.C. (incorporated by reference to Exhibit 2.8 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.57 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. (incorporated by reference to Exhibit 2.9 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.58 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. (incorporated by reference to
Exhibit 2.10 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.59 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and Total Medical
Imaging, Inc. (incorporated by reference to Exhibit 2.11 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
22
<PAGE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.60 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and Valley
Radiologists Medical Group, Inc. (incorporated by reference to
Exhibit 2.12 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.61 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and The Ide Group,
P.C. (incorporated by reference to Exhibit 2.13 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.62 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. (incorporated by reference to Exhibit 2.14 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.63 Agreement and Plan of Reorganization and Merger, dated June 27, 1997
by and between American Physician Partners, Inc., and South Texas MR,
Inc. (incorporated by reference to Exhibit 2.15 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.64 Agreement and Plan of Exchange, dated June 27, 1997 by and between
American Physician Partners, Inc., and San Antonio MR, Inc.
(incorporated by reference to Exhibit 2.16 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.65 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., Lexington MR, Ltd. and the
Sellers (incorporated by reference to Exhibit 2.17 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.66 Agreement and Plan of Exchange, dated June 27, 1997 by and among
American Physician Partners, Inc., Madison Square Joint Venture and
the Sellers (incorporated by reference to Exhibit 2.18 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.67 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
(incorporated by reference to Exhibit 2.19 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.68 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
(incorporated by reference to Exhibit 2.20 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.69 Agreement and Plan of Exchange, dated June 27, 1997 by and between
American Physician Partners, Inc., and the Sellers (incorporated by
reference to Exhibit 2.21 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.70 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. (incorporated by reference to Exhibit 2.22
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.71 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 (incorporated by reference to Exhibit 2.23
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
23
<PAGE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.72 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.
(incorporated by reference to Exhibit 2.24 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.73 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.
(incorporated by reference to Exhibit 2.25 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.74 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. (incorporated by reference to Exhibit 2.26
to the Registrant's Registration Statement No. 333-31611 on
Form S-4).
10.75 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.
(incorporated by reference to Exhibit 2.27 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.76 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. (incorporated by reference to Exhibit 2.28 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.77 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.
(incorporated by reference to Exhibit 2.29 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.78 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.
(incorporated by reference to Exhibit 2.30 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.79 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. (incorporated by reference to Exhibit 2.31
to the Registrant's Registration Statement No. 333-31611 on
Form S-4).
10.80 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.
(incorporated by reference to Exhibit 2.32 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.81 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. (incorporated by reference to Exhibit 2.33 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.82 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. (incorporated
by reference to Exhibit 2.34 to the Registrant's Registration
Statement No. 333-31611 on Form S-4).
24
<PAGE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.83 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.
(incorporated by reference to Exhibit 2.35 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.84 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. (incorporated
by reference to Exhibit 2.36 to the Registrant's Registration
Statement No. 333-31611 on Form S-4).
10.85 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. (incorporated
by reference to Exhibit 2.37 to the Registrant's Registration
Statement No. 333-31611 on Form S-4).
10.86 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. (incorporated by reference to Exhibit 2.38
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
10.87 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 (incorporated by reference to
Exhibit 2.39 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.88 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 (incorporated by
reference to Exhibit 2.40 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.89 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. (incorporated by
reference to Exhibit 2.41 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.90 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 (incorporated by reference to Exhibit 2.42 to the
Registrant's Registration Statement No. 333-31611 on Form S-4).
10.91 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.
(incorporated by reference to Exhibit 2.43 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.92 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 (incorporated
by reference to Exhibit 2.44 to the Registrant's Registration
Statement No. 333-31611 on Form S-4).
10.93 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. (incorporated by reference to Exhibit 2.45
to the Registrant's Registration Statement No. 333-31611 on Form S-4).
25
<PAGE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.94 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.
(incorporated by reference to Exhibit 2.46 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.95 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. (incorporated by reference
to Exhibit 2.47 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.96 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 (incorporated by reference to
Exhibit 2.48 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.97 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
(incorporated by reference to Exhibit 2.49 to the Registrant's
Registration Statement No. 333-31611 on Form S-4).
10.98 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 (incorporated by reference
to Exhibit 2.50 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.99 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 (incorporated by
reference to Exhibit 2.51 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.100 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 (incorporated by reference to
Exhibit 2.52 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
10.101 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 (incorporated by reference
to Exhibit 2.53 to the Registrant's Registration Statement
No. 333-31611 on Form S-4).
10.102 Stock Purchase Agreement effective as of August 1, 1999 by and among
American Physician Partners, Inc., Questar Imaging, Inc. and the
stockholders of Questar Imaging, Inc. (incorporated by reference to
Exhibit 2.54 to the Registrant's Registration Statement No. 333-31611
on Form S-4).
26
<PAGE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.103 Form of Employment Agreement between Radiologix, Inc. and Mark L.
Wagar.(8)
10.104 Form of Employment Agreement between Radiologix, Inc. and Mark S.
Martin.(8)
10.105 Form of Employment Agreement between Radiologix, Inc. and Paul M.
Jolas.(8)
10.106 Form of Radiologix 2000 Stock Option Plan(8)
10.107 Form of Advisory Services Agreement between Radiologix, Inc., SKM-RD LLC
and Audax Management Company LLC.(8)
27 Financial Data Schedule*
</TABLE>
----------------
* Filed herewith.
(1) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-31611 on Form S-4.
(2) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-30205 on Form S[cad 220]1.
(3) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Form 10[cad 220]Q filed on May 15, 1998.
(4) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Form 10[cad 220]Q filed on August 14, 1998.
(5) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Form 10[cad 220]Q filed on November 13, 1998.
(6) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Form 10[cad 220]Q filed on May 17, 1999.
(7) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Form 10-Q filed on August 16, 1999.
(8) Incorporated by reference to the corresponding Exhibit number to the
Registrant's Registration Statement No. 333-45790 on Form S-4.
27
