-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MXh1BCHdSZYw3KoJ3kXMdMQtGeCWNsIMRTzI59jImAiEYd8eQZOmPYM0rsltjEBU eFp/u3E08Rdh4x/e0QX+DQ== 0000950134-99-010160.txt : 19991117 0000950134-99-010160.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950134-99-010160 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIOLOGIX INC CENTRAL INDEX KEY: 0001031329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 752648089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23311 FILM NUMBER: 99754678 BUSINESS ADDRESS: STREET 1: 3600 CHASE TOWER STREET 2: 2200 ROSS AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143032776 MAIL ADDRESS: STREET 1: 901 MAIN ST STREET 2: SUITE 2301 CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PHYSICIAN PARTNERS INC DATE OF NAME CHANGE: 19970523 10-Q 1 FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 1999 1 ================================================================================ 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, 1999 [ ] 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) AMERICAN PHYSICIAN PARTNERS, INC. (Former name, if changed since last report) 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 November 15, 1999 ----- -------------------------------- COMMON STOCK, $0.0001 PAR VALUE 19,312,213 SHARES ================================================================================ 2 RADIOLOGIX, INC. FORM 10-Q INDEX
FORM 10-Q ITEM PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998............ 1 Consolidated Statements of Income (Unaudited) for the three months and nine months ended September 30, 1999 and 1998................................................................. 2 Consolidated Statements of Cash Flows (Unaudited) for the three months and nine months ended September 30, 1999 and 1998................................................................. 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 ....................................... 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................................................. 15 Item 2. Changes in Securities and Use of Proceeds......................................................... 15 Item 3. Defaults Upon Senior Securities................................................................... 15 Item 4. Submission of Matters to a Vote of Security Holders............................................... 15 Item 5. Other Information ................................................................................ 15 Item 6. Exhibits and Reports on Form 8-K.................................................................. 15 SIGNATURES.......................................................................................................... 16
3 RADIOLOGIX, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) ASSETS
SEPTEMBER 30, DECEMBER 31, 1999 1998 ----------- ----------- (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents ................................................... $ 7,352 $ 6,485 Accounts receivable, net of allowances ...................................... 59,969 36,789 Due from affiliated practices ............................................... 2,586 1,412 Other current assets ........................................................ 3,413 2,835 ----------- ----------- Total current assets ..................................................... 73,320 47,521 PROPERTY AND EQUIPMENT, net of accumulated depreciation ........................ 65,417 37,002 INVESTMENTS IN JOINT VENTURES .................................................. 6,407 5,424 INTANGIBLE ASSETS, net ......................................................... 86,989 61,119 DEFERRED FINANCING COSTS, net .................................................. 4,137 3,408 OTHER ASSETS ................................................................... 1,284 2,165 ----------- ----------- Total assets ............................................................. $ 237,554 $ 156,639 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses ....................................... $ 14,210 $ 13,884 Accrued physician retention ................................................. 7,884 6,319 Accrued salaries and benefits ............................................... 5,314 3,893 Current portion of long-term debt ........................................... 1,221 840 Current portion of capital lease obligations ................................ 1,654 1,677 Deferred income taxes ....................................................... 617 636 Other current liabilities ................................................... 17 894 ----------- ----------- Total current liabilities ................................................ 30,917 28,143 DEFERRED INCOME TAXES .......................................................... 3,077 2,406 LONG-TERM DEBT, net of current portion ......................................... 143,209 113,807 CONVERTIBLE NOTES .............................................................. 20,000 -- CAPITAL LEASE OBLIGATIONS, net of current portion .............................. 19,683 3,887 OTHER LIABILITIES .............................................................. 153 243 ----------- ----------- Total liabilities ........................................................ 217,039 148,486 MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ................................ 1,155 1,107 STOCKHOLDERS' EQUITY: Common stock ................................................................ 2 2 Additional paid-in capital .................................................. (603) (910) Retained earnings ........................................................... 19,961 7,954 ----------- ----------- Total stockholders' equity ............................................... 19,360 7,046 ----------- ----------- Total liabilities and stockholders' equity ............................... $ 237,554 $ 156,639 =========== ===========
See accompanying notes to unaudited condensed consolidated financial statements. 1 4 RADIOLOGIX, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1999 1998 1999 1998 --------- --------- --------- --------- (UNAUDITED) SERVICE FEE REVENUE ....................... $ 47,246 $ 35,055 $ 129,192 $ 98,327 COSTS AND EXPENSES: Field salaries and benefits .............. 13,505 10,738 38,128 30,447 Field supplies ........................... 3,002 2,234 8,321 6,391 Field rent and lease expenses ............ 5,311 2,677 12,872 8,205 Other field expenses ..................... 8,375 7,220 22,693 18,624 Corporate general and administrative ..... 2,910 2,595 8,203 7,034 Depreciation and amortization ............ 5,093 2,976 12,949 8,355 Interest expense, net .................... 3,383 2,054 8,296 5,142 --------- --------- --------- --------- Total costs and expenses .............. 41,579 30,494 111,462 84,198 --------- --------- --------- --------- INCOME BEFORE TAXES, MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES AND EQUITY IN EARNINGS OF INVESTMENTS ...... 5,667 4,561 17,730 14,129 EQUITY IN EARNINGS OF INVESTMENTS .......... 925 1,096 2,481 2,342 MINORITY INTERESTS IN INCOME OF CONSOLIDATED SUBSIDIARIES .................. (237) (168) (672) (391) --------- --------- --------- --------- INCOME BEFORE TAXES ........................ 6,355 5,489 19,539 16,080 INCOME TAX EXPENSE ......................... 2,520 2,081 7,532 6,208 --------- --------- --------- --------- NET INCOME ................................. $ 3,835 $ 3,408 $ 12,007 $ 9,872 ========= ========= ========= ========= NET INCOME PER COMMON SHARE Basic .................................... $ 0.20 $ 0.18 $ 0.62 $ 0.53 Diluted .................................. $ 0.19 $ 0.18 $ 0.60 $ 0.51 WEIGHTED AVERAGE SHARES OUTSTANDING Basic .................................... 19,311 18,908 19,301 18,572 Diluted .................................. 21,246 19,356 20,238 19,219
See accompanying notes to unaudited condensed consolidated financial statements. 2 5 RADIOLOGIX, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1999 1998 1999 1998 -------- -------- -------- -------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................... $ 3,835 $ 3,408 $ 12,007 $ 9,872 Adjustments to reconcile net income to net cash provided by (used in) operating activities -- Minority interests ........................................ 237 168 672 391 Depreciation and amortization ............................. 5,093 2,976 12,949 8,355 Equity in earnings of investments ......................... (925) (1,096) (2,481) (2,342) Changes in assets and liabilities- net of acquisitions Accounts receivable, net .............................. (8,617) (1,769) (20,257) (3,776) Other current assets .................................. (928) (246) (1,459) 1,810 Other assets .......................................... (1,195) (733) 928 (1,957) Accounts payable and accrued expenses ................. 2,680 594 (1,146) (8,139) Accrued salaries and benefits ......................... (357) 1,280 1,420 2,322 Other liabilities ..................................... (342) (196) (990) 3,703 -------- -------- -------- -------- Net cash provided by (used in) operating activities ............................... (519) 4,386 1,643 10,239 -------- -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment .......................... (4,421) (3,531) (22,200) (8,252) Cash paid for acquisitions ................................... (18,051) (15,924) (24,641) (54,905) Contributions to joint ventures .............................. -- -- (115) 352 Distributions from joint ventures ............................ 495 979 1,029 1,062 -------- -------- -------- -------- Net cash used in investing activities .............. (21,977) (18,476) (45,927) (61,743) -------- -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt, net ................ 8,116 16,716 27,830 53,988 Proceeds from issuance of convertible notes .................. 19,400 -- 19,400 -- Payments on capital leases ................................... (961) (766) (2,081) (1,869) Advances to radiology practices, other ....................... -- (20) -- (237) Proceeds from the exercise of options ........................ 2 25 2 40 -------- -------- -------- -------- Net cash provided by financing activities .......... 26,557 15,955 45,151 51,922 -------- -------- -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS ............................................ 4,061 1,865 867 418 CASH AND CASH EQUIVALENTS, beginning of period .................. 3,291 3,125 6,485 4,572 -------- -------- -------- -------- CASH AND CASH EQUIVALENTS, end of period ........................ $ 7,352 $ 4,990 $ 7,352 $ 4,990 ======== ======== ======== ========
See accompanying notes to unaudited condensed consolidated financial statements. 3 6 RADIOLOGIX, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated unaudited financial statements have been prepared by Radiologix, Inc., a Delaware corporation (together with its subsidiaries, "Radiologix" or the "Company"), 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. 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, 1998, included in Radiologix's Form 10-K/A filed with the SEC on May 12, 1999. 1. DESCRIPTION OF BUSINESS: Radiologix develops, consolidates and manages radiology service networks. These networks consist primarily of free-standing diagnostic imaging centers and locations at which the Company provides radiology services that have been outsourced by hospitals. The Company's objective is to develop and operate networks of radiology facilities to provide a full spectrum of radiology services and extensive geographic coverage in existing market areas and in selected new markets. As of November 15, 1999, Radiologix owns, operates or maintains an ownership interest in imaging equipment at 119 locations and provides management services to ten radiology practices consisting of 290 physicians who provide professional radiology services at certain of the Company's radiology centers and at 59 hospitals. Radiologix's radiology networks and facilities are in geographic markets located in Arizona, California, Colorado, Florida, Georgia, Illinois, Kansas, Maryland, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New York, Ohio, Pennsylvania, Texas, the District of Columbia and Virginia. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation The consolidated financial statements have been prepared on the accrual basis of accounting and include the accounts of the Company and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Presentation The Financial Accounting Standards Board's Emerging Issues Task Force issued its abstract, Issue 97-2, "Application of FASB Statement No. 94 and Accounting Principles Board ("APB") Opinion No. 16 to Physician Practice Management Entities and Certain Other Entities with Contractual Arrangements" ("EITF 97-2"). In 1998, the Company displayed physician group revenue in its consolidated statements of income. Since the Company has not established a "controlling financial interest" under EITF 97-2, the 1998 display has been restated to reflect the service fees earned as revenues. This change had no effect on the Company's financial position, results of operations, or liquidity. The following table sets forth the amounts of physician groups revenue that would have been presented in the consolidated statements of income had the Company met the provisions of EITF 97-2 (in thousands):
For the Three Months Ended For the Nine Months Ended September 30, September 30, 1999 1998 1999 1998 ---------- ----------- ---------- ---------- Physician groups revenue, net ................. $ 69,252 $ 53,869 $ 192,630 $ 152,008 Less: amounts retained by physician groups .... (22,006) (18,814) (63,438) (53,681) --------- --------- --------- --------- Service fee revenue, as reported .............. $ 47,246 $ 35,055 $ 129,192 $ 98,327 ========= ========= ========= =========
4 7 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. Although the Company assists in negotiating managed care contracts for the radiology practices, it assumes no risk under these arrangements. 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):
For the Three Months Ended For the Nine Months Ended September 30, September 30, 1999 1998 1999 1998 ---------- ---------- --------- ---------- Professional component ........................ $ 11,371 $ 8,861 $ 30,794 $ 25,955 Technical component ........................... 35,875 26,194 98,398 72,372 --------- --------- --------- --------- $ 47,246 $ 35,055 $ 129,192 $ 98,327 ========= ========= ========= =========
3. ACQUISITIONS: On August 1, 1999, the Company acquired all the outstanding stock of Questar Imaging, Inc. of Tampa, Florida ("Questar"), a private operator of primarily MRI radiology centers. Questar currently offers magnetic resonance imaging (MRI) and other diagnostic imaging services at 27 centers in 14 states, and is in the process of developing 17 additional MRI centers. The total consideration for the transaction, once completed, will be approximately $26,825,000 in cash, plus the assumption of certain liabilities. This transaction will be accounted for using the purchase method. 4. EARNINGS PER SHARE: The Company adopted Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share," effective December 15, 1997. SFAS 128 requires that the calculation of basic earnings per share be calculated by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the period and diluted earnings per common share be calculated using the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As required, the Company has reported earnings per share in accordance with SFAS 128. The Company has calculated diluted earnings per share based on the conversion price of the convertible notes (the "Notes") issued on August 3, 1999, as of the date of the financial statements. The Notes have provisions that require the Company to adjust the conversion price based on certain criteria set forth in the promissory note. In the event the Company was required to adjust the conversion price based on these criteria, the diluted earnings per share for the three months and nine months ended September 30, 1999 would not have changed. The weighted average shares outstanding used to calculate the diluted earnings would have been approximately 21,462,000 and 20,310,000 for the three months and nine months ended September 30, 1999, respectively. 5 8 5. SEGMENT REPORTING: The Company has five reportable segments: Mid-Atlantic Region, Northeastern Region, Central Region, Western Region and Questar. The Company's reportable segments are strategic business units defined by management's division of responsibilities. Each owns and operates imaging centers and (except for Questar) provides management services to the radiology facilities within their respective segments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company does not allocate taxes associated with income to any of the regions. They are managed separately because each segment operates under different contractual arrangements, providing service to a diverse mix of patients and payors. FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (IN THOUSANDS)
Mid-Atlantic Northeastern Central Western Region (1) Region (2) Region (3) Region (4) Questar(5) Total ------------ ------------ ----------- ----------- ----------- ----------- Service fee revenue $ 54,615 $ 39,204 $ 14,903 $ 17,171 $ 3,299 $ 129,192 Total operating expenses 34,744 24,900 8,577 11,335 2,458 82,014 ----------- ----------- ----------- ----------- ----------- ----------- Segment contribution 19,871 14,304 6,326 5,836 841 47,178 Contribution margin 36% 36% 42% 34% 25% 37% 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
(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 27 imaging centers purchased effective August 1, 1999. FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (IN THOUSANDS)
Mid-Atlantic Northeastern Central Western Region Region Region Region Questar Total ------------ ------------ ----------- ----------- ----------- ----------- Service fee revenue $ 43,671 $ 28,460 $ 12,078 $ 14,118 $ -- $ 98,327 Total operating expenses 28,339 19,380 6,827 9,121 -- 63,667 ----------- ----------- ----------- ----------- ----------- ----------- Segment contribution 15,332 9,080 5,251 4,997 -- 34,660 Contribution margin 35% 32% 43% 35% -- 35% Depreciation and amortization expense 3,752 1,414 509 1,264 -- 6,939 Interest expense 560 494 136 459 -- 1,649 Segment profit 11,981 7,172 5,596 3,275 -- 28,024 Segment assets 41,029 19,481 9,370 12,987 -- 82,867 Expenditures for segment assets 1,997 2,797 373 910 -- 6,077
6 9
Reconciliation of profits 1998 1999 ------------------ ----------------- Segment profit $ 28,024 $ 36,256 Unallocated amounts: Corporate general and administrative (7,035) (8,203) Corporate depreciation and amortization (1,416) (2,951) Corporate interest expense (3,493) (5,563) ------------------ ----------------- Income before taxes $ 16,080 $ 19,539 ================== =================
Reconciliation of assets and expenditures 1998 1999 ------------------ ----------------- Assets: Segment amounts $ 82,867 $ 147,283 Corporate assets (including intangible assets) 63,400 90,271 ------------------ ----------------- Total assets $ 146,267 $ 237,554 ================== ================= Expenditures: Segment amounts $ 6,077 $ 19,216 Corporate expenditures 2,175 2,984 ------------------ ----------------- Total expenditures $ 8,252 $ 22,200 ================== =================
6. CONVERTIBLE NOTES On August 3, 1999, the Company issued $20,000,000 of eight-percent convertible junior subordinated notes (the "Notes"). The Notes are convertible into the Company's common stock at a conversion price of $8.625 per share, which may be adjusted based on the performance of the stock prior to the second anniversary of the issuance. The Notes were issued to DB Capital Partners, a private equity arm and affiliate of Deutsche Bank. 7 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/A for the year ended December 31, 1998, and with the consolidated financial statements included in this Form 10-Q. OVERVIEW Radiologix, Inc., a Delaware corporation (together with its subsidiaries, "Radiologix" or the "Company"), develops, consolidates and manages radiology and imaging center networks. The Company was incorporated in 1996, but conducted no significant operations until November 26, 1997, when the Company consummated an initial public offering ("IPO") and simultaneously exchanged cash and shares of its common stock for certain assets of and liabilities associated with seven radiology practices. These exchanges were accounted for using the historical cost basis with the stock being valued at the historical cost of the net assets received by the Company. Cash consideration given in these exchanges was treated for accounting purposes as a dividend from the Company. Radiologix develops, consolidates and manages radiology service networks. These networks consist primarily of free-standing diagnostic imaging centers and locations at which the Company provides radiology services that have been outsourced by hospitals. The Company's objective is to develop and operate networks of radiology facilities to provide a full spectrum of radiology services and extensive geographic coverage in existing market areas and in selected new markets. As of November 15, 1999, Radiologix owns, operates or maintains an ownership interest in imaging equipment at 119 locations and provides management services to ten radiology practices consisting of 290 physicians who provide professional radiology services at certain of the Company's radiology centers and at 59 hospitals. Radiologix's radiology networks and facilities are in geographic markets located in Arizona, California, Colorado, Florida, Georgia, Illinois, Kansas, Maryland, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New York, Ohio, Pennsylvania, Texas, the District of Columbia and Virginia. RESULTS OF OPERATIONS Three Months Ended September 30, 1999 Service Fee Revenue Service fee revenue increased $12,191,000 or 34.8% in the third quarter of 1999 to $47,246,000 from $35,055,000 in the third quarter of 1998. Of the increase from 1998 to 1999, $6,568,000 resulted from increased business within existing facilities (19.3% same store increase), $4,313,000 resulted from facilities acquired and developed in 1998, and $1,310,000 resulted from "tuck-in" acquisitions of imaging centers since the end of the third quarter 1998. Field Salaries and Benefits Salaries and benefits increased $2,767,000 or 25.8% in the third quarter of 1999 to $13,505,000 from $10,738,000 in the third quarter of 1998. Of the increase from 1998 to 1999, $1,636,000 resulted from existing facilities representing a 15.5% same store increase, consistent with the revenue growth of those centers. An increase of $750,000 resulted from facilities acquired and developed in the latter half of 1998 and the remaining $381,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 28.6% and 30.6% in 1999 and 1998, respectively. Field Supplies Supplies increased $768,000 or 34.4% in the third quarter of 1999 to $3,002,000 from $2,234,000 in the third quarter of 1998. Of the increase from 1998 to 1999, $9,000 resulted from existing facilities representing a 0.5% same store increase. Supply expense has remained consistent on a same store basis as a result of increasing purchasing power. An increase of $273,000 resulted from facilities acquired and developed in the latter half of 1998 and the remaining $486,000 resulted from 8 11 "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 6.4% in 1999 and 1998. Field Rent and Lease Expense Rent and lease expense increased $2,634,000 or 98.4% in the third quarter of 1999 to $5,311,000 from $2,677,000 in the third quarter of 1998. Of the increase from 1998 to 1999, $1,519,000 resulted from existing facilities representing a 58.1% same store increase. 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 increased. An increase of $936,000 resulted from facilities acquired and developed in the latter half of 1998 and the remaining $179,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 11.2% and 7.6% in 1999 and 1998, respectively. Other Field Expenses Other expenses increased $1,155,000 or 16.0% in the third quarter of 1999 to $8,375,000 from $7,220,000 in the third quarter of 1998. Of the increase from 1998 to 1999, $186,000 resulted from existing facilities representing a 2.6% same store increase. An increase of $813,000 resulted from facilities acquired and developed in 1998, and $156,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 17.7% and 20.6% in 1999 and 1998, respectively. Corporate General and Administrative Corporate general and administrative expenses increased $315,000 or 12.1% in the third quarter of 1999 to $2,910,000 from $2,595,000 in the third quarter of 1998. This increase was principally due to the continued development of the Company's infrastructure and the addition of staff related to the Questar Imaging, Inc. transaction (see Note 3 to the Consolidated Financial Statements). As a percentage of service fee revenue, these costs were 6.2% and 7.4% in 1999 and 1998, respectively. Depreciation and Amortization Depreciation and amortization increased $2,117,000 or 71.1% in the third quarter of 1999 to $5,093,000 from $2,976,000 in the third quarter of 1998. 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 10.8% and 8.5% in 1999 and 1998, respectively. Interest Expense, net Interest expense, net increased $1,329,000 or 64.7% in the third quarter of 1999 to $3,383,000 from $2,054,000 in the third quarter of 1998. As a percentage of service fee revenue, these costs were 7.2% and 5.9% in 1999 and 1998, 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, all of which resulted in the Company carrying higher debt levels. Income Taxes The Company's effective tax rates for the third quarters of 1999 and 1998 were 40.0% and 38.0%, respectively. The increase in the effective tax rate is primarily attributed to acquisitions in which the Company has acquired the stock of the target. In a stock purchase, the goodwill associated with the transaction is not deductible for tax purposes and, therefore, increases the effective tax rate. The Company has not recognized any income tax benefit for operating losses incurred in 1997 and 1996. The Company will continue to carry the losses with a fully reserved valuation allowance. The Company will recognize the tax benefit at such time as it is deemed reasonably certain of realization. 9 12 Net Income As a result of the foregoing factors, the Company generated 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, compared to net income of $3,408,000 for the three months ended September 30, 1998, or diluted income per share of $0.18 on 19,356,000 shares outstanding. Nine Months Ended September 30, 1999 Service Fee Revenue Service fee revenue increased $30,865,000 or 31.4% in the first nine months of 1999 to $129,192,000 from $98,327,000 in the first nine months of 1998. Of the increase from 1998 to 1999, $17,988,000 resulted from increased business within existing facilities (19.1% same store increase), $4,773,000 resulted from facilities acquired and developed in 1998, and $8,104,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. Field Salaries and Benefits Salaries and benefits increased $7,681,000 or 25.2% in the first nine months of 1999 to $38,128,000 from $30,447,000 in the first nine months of 1998. Of the increase from 1998 to 1999, $4,985,000 resulted from existing facilities representing a 16.7% same store increase, consistent with the revenue growth of those centers. An increase of $1,134,000 resulted from facilities acquired and developed in 1998 and the remaining $1,562,000 increase resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 29.5% and 31.0% in 1999 and 1998, respectively. Field Supplies Supplies increased $1,930,000 or 30.2% in the first nine months of 1999 to $8,321,000 from $6,391,000 in the first nine months of 1998. Of the increase from 1998 to 1999, $291,000 resulted from facilities acquired and developed in 1998 and $1,704,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999, offset by a $65,000 decrease in same store expenses. As a percentage of service fee revenue, these costs were 6.4% and 6.5% in 1999 and 1998, respectively. Field Rent and Lease Expense Rent and lease expense increased $4,667,000 or 56.9% in the first nine months of 1999 to $12,872,000 from $8,205,000 in the first nine months of 1998. Of the increase from 1998 to 1999, $2,889,000 resulted from existing facilities representing a 36.2% same store increase. 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 arrangement associated with these higher end modalities. An increase of $897,000 resulted from facilities acquired and developed in 1998 and the remaining $881,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 10.0% and 8.3% in 1999 and 1998, respectively. Other Field Expenses Other expenses increased $4,069,000 or 21.9% in the first nine months of 1999 to $22,693,000 from $18,624,000 in the first nine months of 1998. Of the increase from 1998 to 1999, $1,925,000 resulted from existing facilities representing a 10.9% same store increase. An increase of $1,010,000 resulted from facilities acquired and developed in 1998, and the remaining $1,134,000 resulted from "tuck-in" acquisitions of imaging centers in 1998 and 1999. As a percentage of service fee revenue, these costs were 17.6% and 18.9% in 1999 and 1998, respectively. 10 13 Corporate General and Administrative Corporate general and administrative increased $1,169,000 or 16.6% in the first nine months of 1999 to $8,203,000 from $7,034,000 in the first nine months of 1998. This increase was principally due to the continued development of the Company's infrastructure and the addition of staff related to the Questar Imaging, Inc. transaction (see Note 3 to the Consolidated Financial Statements). As a percentage of service fee revenue, these costs were 6.4% and 7.2% in 1999 and 1998, respectively. Depreciation and Amortization Depreciation and amortization increased $4,594,000 or 55.0% in the first nine months of 1999 to $12,949,000 from $8,355,000 in the first nine months of 1998. This increase was principally due to amortization of goodwill 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 10.0% and 8.5% in 1999 and 1998, respectively. Interest Expense, Net Interest expense, net increased $3,154,000 or 61.3% in the first nine months of 1999 to $8,296,000 from $5,142,000 in the first nine months of 1998. As a percentage of service fee revenue, these costs were 6.4% and 5.2% in 1999 and 1998, respectively. The increase as a percentage of service fee revenue is a result of the Company's acquisitions throughout 1999, resulting in higher debt levels. Income Taxes The Company's effective tax rates for the first nine months of 1999 and 1998 were 38.5% and 38.6%, respectively. The Company has not recognized any income tax benefit for operating losses incurred in 1997 and 1996. The Company will continue to carry the losses with a fully reserved valuation allowance. The Company will recognize the tax benefit at such time as it is deemed reasonably certain of realization. Net Income As a result of the foregoing factors, the Company generated 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, compared to net income of $9,872,000 for the nine months ended September 30, 1998, or diluted income per share of $0.51 on 19,219,000 shares outstanding. Liquidity and Capital Resources At September 30, 1999, the Company had $42,403,000 in working capital, an increase of $23,025,000 from December 31, 1998. The Company's principal sources of liquidity consist of: (i) cash and cash equivalents aggregating $7,352,000; (ii) net accounts receivable of $59,969,000; and (iii) approximately $18,000,000 in borrowing capacity under the Company's bank credit facility (the "Credit Facility"). For the nine months ended September 30, 1999, $1,643,000 was provided by operations. Cash of $45,927,000 was used in investing activities in the first nine months of 1999, $24,641,000 of which was related to certain acquisitions, $22,200,000 related to the purchase of property and equipment and $914,000 net was received from joint ventures. Cash of $45,151,000 was provided by financing activities in the first nine months of 1999, $20,000,000 of which resulted from the issuance of convertible notes at the beginning of August 1999. For the nine months ended September 30, 1998, $10,239,000 was provided by operations. Cash provided by operations decreased $8,596,000 in the first nine months of 1999 from the first nine months of 1998 primarily due to an increase in accounts receivable during the first nine months of 1999. Cash of $61,743,000 was used in investing activities, primarily related to certain acquisitions. Cash of $51,922,000 was provided by financing activities, primarily through borrowings under the Credit Facility. 11 14 On November 26, 1997, the Company entered into the Credit Facility. The Credit Facility was amended August 3, 1999. 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 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 3.25 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 $187,109,000 at September 30, 1999. As of September 30, 1999, the Company had outstanding borrowings of $142,000,000 under the Credit Facility and an additional $23,767,000 outstanding under other senior credit arrangements. At the Company's option, the interest rate under the Credit Facility 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 to which the Company is, or becomes a party to, and a pledge of the stock of the Company's subsidiaries. On August 3, 1999, the Company issued $20,000,000 of eight-percent (8%) convertible junior subordinated notes (the "Notes"). The Notes are convertible into the Company's common stock at a conversion price of $8.625 per share, which may be adjusted based on the performance of the stock prior to the second anniversary of the issuance. The Notes were issued to DB Capital Partners, a private equity arm and affiliate of Deutsche Bank. The Company may source other debt or equity financing to facilitate its growth strategy. In the event the Company is unsuccessful in obtaining additional financing, the Company anticipates that funds generated from operations, cash and cash equivalents, and funds available under the Credit Facility will be sufficient to meet the Company's working capital requirements and debt obligations and to finance any necessary capital expenditures through the end of 1999. YEAR 2000 ISSUE Impact of Year 2000 The Year 2000 issue (the "Year 2000 Issue") exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, computer programs, computers and embedded microprocessors controlling equipment with date-sensitive systems may recognize the Year 2000 as 1900, or not at all. This inability to recognize or properly treat the Year 2000 date fields may result in computer system failures or miscalculations of critical financial and operational information, as well as failures of equipment controlling date-sensitive microprocessors. In addition, Year 2000 is a leap year and this too could lead to miscalculations or failures at the end of February, 2000. State of Readiness The Company started to formulate a plan to address the Year 2000 Issue in the third quarter of 1998. The Company's Year 2000 Plan ("Year 2000 Plan") focuses on: (i) diagnostic imaging equipment utilized in its imaging operations; (ii) internal information technology systems, including all types of systems used by the Company in its operations, finance, materials management and human resources departments; and (iii) information systems of its customers, payors and vendors. The Year 2000 Plan for each of these areas involves the following phases: awareness, assessment, renovation, testing and implementation. The Company has completed the awareness and assessment phases and has made significant progress in renovating noncompliant systems. In addition, the Company has established a timeline for the testing and implementation phases. The aforementioned areas are securing Year 2000 compliant certificates and statements for documentation/cataloging purposes. In general, the Company's goal is to complete all phases of the Year 2000 Plan by November 30, 1999, although complications arising from vendor delays may cause some delay. 12 15 Most of the Company's diagnostic imaging equipment used to provide imaging services in the Company's imaging centers have computer systems and applications, and in some cases, embedded microprocessors, that could be affected by Year 2000 Issues. The Company assessed the impact on its diagnostic imaging equipment by contacting the vendors of such equipment to determine their state of readiness in relation to each piece of equipment. The vendors with respect to 99% of imaging equipment used by the Company have informed the Company that the imaging equipment is either now Year 2000 compliant or will be Year 2000 compliant with updates planned for installation before November 30, 1999. The vendors with respect to the remaining one percent (1%) of imaging equipment have informed the Company that: (i) they have developed software to ensure Year 2000 compliance with respect to the balance of their non-compliant imaging equipment; (ii) renovation will be made during future regular maintenance visits; or (iii) they have developed functional work arounds to ensure there are no Year 2000 problems. The Company expects that renovation will be completed by November 30, 1999, and that, as of October 31, 1999, 90% of its diagnostic imaging equipment was Year 2000 compliant. The Company's information systems technology are known to be 85% compliant. These systems include those that have been modified including modifying and upgrading software and developing and purchasing new software. The Company continues to renovate and test the remaining portions of such systems and to assess the potential for Year 2000 problems with the embedded microprocessors in its other equipment, facilities and corporate and regional offices, including telecommunications systems, utilities, dictation systems, security systems and HVACS. The Company expects to complete the renovation and testing phases for such systems by November 30, 1999. During the third quarter of 1999, the Company implemented a plan to assess the potential for Year 2000 problems with the information systems of its customers, payors and vendors. The Company prepared and sent questionnaires to its customers, vendors and other third parties with which the Company has a material relationship. The Company recently completed its assessment with respect to such parties. While the Company has received preliminary information concerning the Year 2000 readiness of many of its customers, vendors and other third parties with which the Company has material relationships, the Company does not have sufficient information to provide an estimated timetable for completion of renovation and testing that such third parties with which the Company has a material relationship may undertake. As a result, the Company is unable to estimate the costs that it may incur to remedy the Year 2000 issues relating to such parties. The Company expects to engage in discussions with the noncompliant parties in an attempt to determine the extent to which the Company is vulnerable to those parties' possible failure to become Year 2000 compliant. Costs to Address Year 2000 Issue The Company estimates, on a preliminary basis, that the cost of assessment, renovation, testing and implementation of its internal systems will range from approximately $500,000 to $750,000. The major components of these costs are consultants, additional personnel costs, programming, new software and hardware, software upgrades and travel expenses. The Company expects that such costs will be funded through operating cash flows. This estimate, based on currently available information, will be updated as the Company continues its assessment and proceeds with renovation, testing and implementation, and may be adjusted upon receipt of more information from the Company's vendors, customers and other third parties and upon the design and implementation of the Company's contingency plan. In addition, the availability and cost of consultants and other personnel trained in this area and unanticipated acquisitions might materially affect the estimated costs. The effects of the aforementioned costs have had no material impact on the Company's progress as it relates to other information system projects and implementation. Risks to the Company The Company's Year 2000 Issue involves significant risks. There can be no assurance that the Company will succeed in implementing all of its Year 2000 Plan. The following describes the Company's most reasonably likely worst-case scenario, given current uncertainties. If the Company's renovated or replaced internal information technology systems fail the testing phase, or any software application or embedded microprocessors central to the Company's operations are overlooked in the assessment or implementation phases, significant problems, including delays, may be incurred in billing the Company's major customers (Medicare, HMOs or private insurance carriers) for services performed. If its major customers' systems do not become Year 2000 compliant on a timely basis, the Company will have problems and incur delays in receiving and processing correct reimbursements. If the computer systems of third parties (including hospitals) with which the Company's systems exchange data do not become Year 2000 compliant, both on a timely basis and in a manner compatible with continued data exchange with the Company's information technology systems, significant problems may be incurred in billing and 13 16 reimbursement. If the systems on the diagnostic imaging equipment utilized by the Company are not Year 2000 compliant, the Company may not be able to provide imaging services to patients. If the Company's vendors or suppliers of the Company's necessary power, telecommunications, transportation and financial services fail to provide the Company with equipment and services, the Company will be unable to provide services to its customers. If any of these uncertainties were to occur, the Company's business, financial condition and results of operations would be adversely affected. The Company is unable to assess the likelihood of such events occurring or the extent of the effect on the Company. 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. 14 17 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 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. See Index to Exhibits following signatures. (b) Reports on Form 8-K On Form 8-K dated August 18, 1999, Radiologix, Inc. announced that it had acquired all the outstanding stock of Questar Imaging, Inc. of Tampa, Florida ("Questar"). The Questar purchase price was financed through the issuance of $20 million in principal amount of junior convertible subordinated notes that initially bear interest at a rate of eight percent, which may be adjusted in certain circumstances, to BT Capital Partners SBIC, L.P., a private equity arm and affiliate of Deutsche Bank, in a private transaction. The notes are convertible into common stock of the Company at an initial conversion price of $8.625, which may be adjusted in certain circumstances. On Form 8-K dated September 24, 1999, the Company announced the change of its corporate name from American Physician Partners, Inc. to Radiologix, Inc. pursuant to a merger with a wholly-owned subsidiary effected under Delaware law. 15 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: November 15, 1999 /s/ MARK L. WAGAR ------------------------------------- Mark L. Wagar Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: November 15, 1999 /s/ SAMI S. ABBASI ------------------------------------- Sami S. Abbasi Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 15, 1999 /s/ DAVID W. YOUNG ------------------------------------- David W. Young Treasurer and Controller (Principal Accounting Officer) 16 19 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and among American Physician Partners, Inc., Carroll Imaging Associates, P.A., Diagnostic Imaging Associates, P.A., Drs. Copeland, Hyman and Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Harbor Radiologists, P.A., and Perilla, Syndler & Associates, P.A. ** 2.2 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., Radiology and Nuclear Medicine, A Professional Association. ** 2.3 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Mid Rockland Imaging Associates, P.C.** 2.4 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Rockland Radiological Group, P.C.** 2.5 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Advanced Imaging of Orange County, P.C. ** 2.6 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Central Imaging Associates, P.C. ** 2.7 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Nyack Magnetic Resonance Imaging, P.C. ** 2.8 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Pelham Imaging Associates, P.C. ** 2.9 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Women's Imaging Consultants, P.C. ** 2.10 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Pacific Imaging Consultants, A Medical Group, Inc. ** 2.11 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Total Medical Imaging, Inc.** 2.12 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and Valley Radiologists Medical Group, Inc. ** 2.13 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and The Ide Group, P.C. ** 2.14 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and M&S X-Ray Associates, P.A. ** 2.15 Agreement and Plan of Reorganization and Merger, dated June 27, 1997 by and between American Physician Partners, Inc., and South Texas MR, Inc. ** 2.16 Agreement and Plan of Exchange, dated June 27, 1997 by and between American Physician Partners, Inc., and San Antonio MR, Inc. ** 2.17 Agreement and Plan of Exchange, dated June 27, 1997 by and among American Physician Partners, Inc., Lexington MR, Ltd. and the Sellers. ** 2.18 Agreement and Plan of Exchange, dated June 27, 1997 by and among American Physician Partners, Inc., Madison Square Joint Venture and the Sellers. ** 2.19 Agreement and Plan of Exchange, dated June 27, 1997 by and among American Physician Partners, Inc., South Texas No. 1 MRI Limited Partnership, a Texas limited partnership, and the Sellers. ** 2.20 Agreement and Plan of Exchange, dated June 27, 1997 by and among American Physician Partners, Inc., San Antonio MRI Partnership No. 2 Ltd., a Texas limited partnership, and the Sellers** 2.21 Agreement and Plan of Exchange, dated June 27, 1997 by and between American Physician Partners, Inc., and the Sellers **
17 20 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.** 2.27 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Central Imaging Associates, P.C.** 2.28 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Nyack Magnetic Resonance Imaging, P.C.** 2.29 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Pelham Imaging Associates, P.C.** 2.30 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Women's Imaging Consultants, P.C.** 2.31 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Pacific Imaging Consultants, A Medical Group, Inc.** 2.32 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Total Medical Imaging, Inc.** 2.33 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and Valley Radiologists Medical Group, Inc.** 2.34 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and The Ide Group, P.C.** 2.35 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and M & S X-Ray Associates, P.A.** 2.36 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and South Texas MR, Inc.** 2.37 Amendment No. 1 to the Agreement and Plan of Reorganization and Merger, dated as of September 30, 1997, by and between American Physician Partners, Inc., and San Antonio MR, Inc.** 2.38 Amendment No. 1 to the Agreement and Plan of Exchange, dated September 30, 1997, by and between American Physician Partners, Inc., and Lexington MR, Ltd.** 2.39 Amendment No. 1 to the Agreement and Plan of Exchange, dated September 30, 1997, by and between American Physician Partners, Inc., and Madison Square Joint Venture.** 2.40 Amendment No. 1 to the Agreement and Plan of Exchange, dated September 30, 1997, by and between American Physician Partners, Inc., and South Texas No. 1 MRI Limited Partnership.** 2.41 Amendment No. 1 to the Agreement and Plan of Exchange, dated September 30, 1997, by and between American Physician Partners, Inc., and San Antonio MRI Partnership No. 2, Ltd.** 2.42 Asset Purchase Agreement, dated as of January 1, 1998, by and among American Physician Partners, Inc., Community Radiology Associates, Inc., Drs. Korsower and Pion Radiology, P.A., and the Principal Stockholders ****
18 21 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., 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.***
19 22 10.7 Form of Registration Rights Agreement.** 10.8 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., APPI-Advanced Radiology, Inc. and Carroll Imaging Associates, P.A., Diagnostic Imaging Associates, P.A., Drs. Thomas, Wallop, Kim & Lewis, P.A., Drs. Copeland, Hyman and Shackman, P.A., Drs. Decarlo, Lyon, Hearn & Pazourek, P.A., Harbor Radiologists, P.A., Perilla, Sindler & Associates, P.A.** 10.9 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Ide Admin Corp. and Ide Imaging Group, P.C.** 10.10 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., M & S X-Ray Associates, P.A. and M&S Imaging Associates, P.A.** 10.11 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Rockland Radiological Group, P.C. and The Greater Rockland Radiological Group, P.C.** 10.12 Service Agreement dated November , by and among American Physician Partners, Inc., Advanced Imaging of Orange County, P.C. and The Greater Rockland Radiological Group, P.C.** 10.13 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Central Imaging Associates, P.C. and The Greater Rockland Radiological Group, P.C.** 10.14 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Nyack Magnetic Resonance Imaging, P.C. and The Greater Rockland Radiological Group, P.C.** 10.15 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Pelham Imaging Associates, P.C. and The Greater Rockland Radiological Group, P.C.** 10.16 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Women's Imaging Consultants, P.C. and The Greater Rockland Radiological Group, P.C.** 10.17 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., APPI-Pacific Imaging Inc. and PIC Medical Group, Inc.** 10.18 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., Radiology and Nuclear Medicine, a Professional Association and RNM L.L.C.** 10.19 Service Agreement dated November 26, 1997, by and among American Physician Partners, Inc., APPI-Valley Radiology, Inc. and Valley Radiology Medical Associates, Inc.** 10.20 Consulting Agreement between American Physician Partners, Inc. and Michael L. Sherman, M.D.*** 10.21 Office Building Lease Agreement between Dallas Main Center Limited Partnership and American Physician Partners, Inc.*** 10.22 First Amendment to Office Building Lease Agreement between Dallas Main Center Limited Partnership and American Physician Partners, Inc.*** 10.23 Credit Agreement by and among American Physician Partners, Inc., GE Capital Corporation and the other credit parties signatory thereto.*** 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.***
20 23 10.35 Side Letter dated November 12, 1997 by and between American Physician Partners, Inc. and Thebes Ltd.*** 10.36 Side Letter dated November 12, 1997 by and between American Physician Partners, Inc. and Halkis Ltd.*** 10.37 Service Agreement dated January 1, 1998, by and among American Physician Partners, Inc., Community Imaging Partners, Inc., Community Radiology Associates, Inc. and Drs. Korsower and Pion Radiology, P.A.**** 10.38 Service Agreement dated April 1, 1998, by and among American Physician Partners, Inc., Treasure Coast Imaging Partners, Inc. and Radiology Imaging Associates - Basilico, Gallagher & Raffa, M.D., P.A. ***** 10.39 First Amendment to Credit Agreement and Consent dated May 19, 1998, by and among American Physician Partners, Inc., General Electric Capital Corporation and the other credit parties signatory thereto***** 10.40 Employment Agreement between American Physician Partners, Inc. and Mark L. Wagar***** 10.41 Service Agreement dated September 1, 1998, by and among American Physician Partners, Inc., WB&A Imaging Partners, Inc. and WB&A Imaging, P.C. ****** 10.42 Office Building Lease Agreement between The Equitable-Nissei Dallas Company and Fibreboard Corporation ****** 10.43 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 ******** 11.1 Earnings Per Share * 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. **********
- -------------- * Filed herewith. ** Incorporated by reference to the corresponding Exhibit number to the registrant's Registration Statement No. 333-31611 on Form S-4. *** Incorporated by reference to the corresponding Exhibit number to the registrant's Registration Statement No. 333-30205 on Form S-1. **** Incorporated by reference to the corresponding Exhibit number to the registrant's Form 10-Q filed on May 15, 1998. ***** Incorporated by reference to the corresponding Exhibit number to the registrant's Form 10-Q filed on August 14, 1998. ****** Incorporated by reference to the corresponding Exhibit number to the registrant's Form 10-Q filed on November 13, 1998. ******* Incorporated by reference to the corresponding Exhibit number to the registrant's Form 10-Q filed on May 17, 1999. 21 24 ******** 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. 22 EX-11.1 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 1 EXHIBIT 11.1 EXHIBIT 11.1 - EARNINGS PER SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
Basic Income Per Share: For the Three Months For the Nine Months Ended September 30, Ended September 30, 1999 1998 1999 1998 --------- --------- --------- --------- Net Income $ 3,835 $ 3,408 $ 12,007 $ 9,872 --------- --------- --------- --------- Weighted Average Shares Outstanding 19,311 18,908 19,301 18,572 --------- --------- --------- --------- Income Per Share $ 0.20 $ 0.18 $ 0.62 $ 0.53 ========= ========= ========= ========= Diluted Income Per Share: Net Income $ 3,835 $ 3,408 $ 12,007 $ 9,872 Convertible Note Interest 154 -- 154 -- --------- --------- --------- --------- Net Income if Converted $ 3,989 $ 3,408 $ 12,161 $ 9,872 --------- --------- --------- --------- Weighted Average Shares Outstanding 19,311 18,908 19,301 18,572 Effect of Dilutive Shares 1,935 448 937 647 --------- --------- --------- --------- Total Weighted Average Shares 21,246 19,356 20,238 19,219 --------- --------- --------- --------- Income Per Share $ 0.19 $ 0.18 $ 0.60 $ 0.51 ========= ========= ========= =========
EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 7,352 0 59,969 0 0 73,720 65,417 0 237,554 30,917 0 0 0 2 19,358 237,554 129,192 0 0 111,462 0 0 8,296 19,539 7,532 0 0 0 0 12,007 0.62 0.60
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