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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
[ ] 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 No.)
organization)
2200 ROSS AVENUE
3600 JP MORGAN CHASE TOWER
DALLAS, TEXAS 75201-2776
(Address of principal executive offices, including zip code)
(214) 303-2776
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 13, 2002
------------------------------- ---------------------------
COMMON STOCK, $0.0001 PAR VALUE 20,403,974 SHARES
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RADIOLOGIX, INC.
FORM 10-Q
INDEX
FORM 10-Q ITEM PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 2001 (Audited) and
March 31, 2002 (Unaudited)............................................................... 1
Consolidated Statements of Income (Unaudited) for the three months
ended March 31, 2001 and 2002............................................................ 2
Consolidated Statements of Cash Flows (Unaudited) for the three months
ended March 31, 2001 and 2002............................................................ 3
Notes to Consolidated Financial Statements (Unaudited)................................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ... 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk .............................. 21
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K......................................................... 22
SIGNATURES.................................................................................................... 23
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
DECEMBER 31, MARCH 31,
------------ ------------
2001 2002
------------ ------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents ................................. $ 10,761 $ 17,472
Accounts receivable, net of allowances .................... 71,325 70,172
Due from affiliates ....................................... 2,673 5,428
Income tax receivable ..................................... 350 350
Other current assets ...................................... 10,517 8,321
------------ ------------
Total current assets .................................. 95,626 101,743
PROPERTY AND EQUIPMENT, net ................................. 60,339 57,447
INVESTMENTS IN JOINT VENTURES ............................... 7,095 8,138
GOODWILL .................................................... 28,510 28,510
INTANGIBLE ASSETS, net ...................................... 69,583 68,746
DEFERRED FINANCING COSTS, net ............................... 10,837 10,629
OTHER ASSETS
Deferred income tax asset ............................ 3,867 3,867
Notes receivable ..................................... 6,184 6,357
Other assets, net .................................... 2,684 2,740
------------ ------------
Total assets .......................................... $ 284,725 $ 288,177
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses ..................... $ 17,743 $ 20,080
Accrued physician retention ............................... 8,832 9,995
Accrued salaries and benefits ............................. 8,318 5,661
Current portion of long term debt ......................... 398 350
Current portion of capital lease obligations .............. 5,066 4,919
Other current liabilities ................................. 55 63
------------ ------------
Total current liabilities ............................. 40,412 41,068
DEFERRED INCOME TAXES ....................................... 6,619 6,619
LONG-TERM DEBT, net of current portion ...................... 184,905 179,766
CAPITAL LEASE OBLIGATIONS, net of current portion ........... 6,783 5,330
OTHER LIABILITIES ........................................... 348 178
------------ ------------
Total liabilities ..................................... 239,067 232,961
------------ ------------
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ............. 1,182 1,402
STOCKHOLDERS' EQUITY:
Common stock .............................................. 2 2
Additional paid-in capital ................................ 347 5,437
Treasury stock ............................................ -- (180)
Retained earnings ......................................... 44,127 48,555
------------ ------------
Total stockholders' equity ............................ 44,476 53,814
------------ ------------
Total liabilities and stockholders' equity ............ $ 284,725 $ 288,177
============ ============
See accompanying notes to unaudited consolidated financial statements.
1
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------
2001 2002
------------ ------------
(UNAUDITED)
SERVICE FEE REVENUE .............................. $ 65,911 $ 72,722
COSTS AND EXPENSES:
Salaries and benefits .......................... 18,429 20,536
Field supplies ................................. 3,842 4,305
Field rent and lease expense ................... 8,228 8,078
Other field expenses ........................... 11,431 12,075
Bad debt expense ............................... 6,406 6,102
Corporate general and administrative ........... 2,970 3,905
Depreciation and amortization .................. 5,603 6,206
Interest expense, net .......................... 4,400 4,894
------------ ------------
INCOME BEFORE TAXES, EQUITY IN EARNINGS OF
INVESTMENTS AND MINORITY INTERESTS IN
CONSOLIDATED SUBSIDIARIES ........................ 4,602 6,621
Equity In Earnings Of Investments ................ 1,492 1,121
Minority Interests In Consolidated Subsidiaries .. (264) (361)
------------ ------------
INCOME BEFORE INCOME TAXES ....................... 5,830 7,381
Income Tax Expense ............................... 2,332 2,952
------------ ------------
NET INCOME ....................................... $ 3,498 $ 4,429
============ ============
NET INCOME PER COMMON SHARE:
Basic .......................................... $ .18 $ .22
Diluted ........................................ $ .17 $ .20
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic .......................................... 19,507,301 20,023,179
Diluted ........................................ 22,171,451 23,966,896
See accompanying notes to unaudited consolidated financial statements.
2
RADIOLOGIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE THREE MONTHS ENDED
MARCH 31,
------------------------------
2001 2002
------------- -------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................................... $ 3,498 $ 4,429
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interests ......................................... 264 361
Depreciation and amortization .............................. 5,603 6,206
Equity in earnings of investments .......................... (1,492) (1,121)
Non-cash income from receipt of treasury stock ............. -- (180)
Changes in assets and liabilities:
Accounts receivable, net ................................. (3,189) (2,695)
Other receivables and current assets ..................... 3,790 3,114
Accounts payable and accrued expenses .................... 2,352 681
------------- -------------
Net cash provided by operating activities ............. 10,826 10,795
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ............................ (2,317) (2,987)
Joint ventures ................................................. 678 (63)
Other investments .............................................. 1,802 845
------------- -------------
Net cash provided by (used in) investing activities ........ 163 (2,205)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Senior credit facility, net .................................... 3,000 --
Payments on long-term debt ..................................... (1,813) (1,738)
Financing costs ................................................ -- (182)
Proceeds from exercise of stock options ........................ -- 41
Other .......................................................... (2,748) --
------------- -------------
Net cash used in financing activities ...................... (1,561) (1,879)
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS ........................ 9,428 6,711
CASH AND CASH EQUIVALENTS, beginning of period ................... 3,620 10,761
------------- -------------
CASH AND CASH EQUIVALENTS, end of period.......................... $ 13,048 $ 17,472
============= =============
See accompanying notes to unaudited consolidated financial statements.
3
RADIOLOGIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS
Radiologix, Inc. (together with its subsidiaries, "Radiologix" or the
"Company"), a Delaware corporation, is a leading national provider of diagnostic
imaging services through its ownership and operation of free-standing,
outpatient diagnostic imaging centers. Radiologix utilizes sophisticated
technology and technical expertise to perform a broad range of imaging
procedures, such as magnetic resonance imaging (or MRI), computed tomography (or
CT), positron emission tomography (or PET), nuclear medicine, ultrasound,
mammography, bone densitometry (or DEXA), general radiography (or X-ray) and
fluoroscopy. Radiologix operates 118 diagnostic imaging centers located in 18
states, with a concentration of diagnostic imaging centers in markets located in
California, Florida, Kansas, Maryland, New York, Texas and Virginia. Radiologix
offers multi-modality imaging services at 70 of its diagnostic imaging centers,
which provide patients and referring physicians access to advanced diagnostic
imaging services in one convenient location.
Radiologix also provides administrative, management and information
services to certain radiology practices that provide professional services in
connection with its diagnostic imaging centers and to hospitals and radiology
practices with which the Company operates joint ventures. The services
Radiologix provides leverage its existing infrastructure and improve radiology
practice or joint venture profitability, efficiency and effectiveness.
Radiologix has two models by which it contracts with radiology practices:
a comprehensive services model and a technical services model. Under the
comprehensive services model, the Company enters 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 Radiologix's diagnostic
imaging equipment and the provision of technical services, the Company provides
management services and receives a fee based on the practice group's
professional revenue, including revenue derived from outside of our diagnostic
imaging centers. Under the technical services model, the Company enters into a
shorter-term agreement with a radiology practice group (typically 10 to 15
years) and pays them a fee based on cash collections from reimbursements for
imaging procedures. In both the comprehensive services and technical services
models, the Company owns the diagnostic imaging assets, and, therefore, receives
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 bonus for the
radiology group if the net technical income exceeds specified thresholds. The
service agreements cannot be terminated by either party without cause,
consisting primarily of bankruptcy or material default. However, under certain
conditions, Radiologix can terminate the service agreement if the number of
physicians in a practice falls below a certain percentage of the total
physicians of the radiology practice. Two physicians of two of the contracted
radiology practices are members of the Board of Directors of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and include
the accounts of the Company and its wholly owned and majority owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Use of Estimates in the Preparation of the Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, results of operations and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
4
Impairment of Long-Lived Assets
Subsequent to an acquisition, Radiologix continually evaluates whether
events and circumstances have occurred that indicate the remaining balance of
the intangible assets and property and equipment may not be recoverable or that
the remaining useful lives may warrant revision. Radiologix evaluates the
potential impairment of intangibles separately from property and equipment. When
factors indicate that intangible assets or property and equipment should be
evaluated for possible impairment, Radiologix determines whether the intangible
assets or property and equipment are recoverable or if impairment exists, in
which case an adjustment is made to the carrying value of the related asset. In
making this determination, Radiologix uses an estimate of the related contracted
radiology practices' and diagnostic imaging services' undiscounted cash flows
over the remaining lives of the intangible assets or the property and equipment
and compare it to the contracted radiology practices' and diagnostic imaging
centers' intangible assets or property and equipment balances. When an
adjustment is required, Radiologix evaluates the remaining amortization periods.
An impairment loss recognized would be measured as the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Radiologix
recorded no impairment charges during 2001 or 2002.
Recent Accounting Pronouncement
Radiologix adopted Statement of Financial Accounting Standards ("SFAS")
"Accounting for the Impairment or Disposal of Long-Lived Assets" effective
January 1, 2002. SFAS 144 addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of.
This statement supersedes SFAS 121; however, SFAS 144 retains the fundamental
provisions of SFAS 121 for (a) recognition and measurement of the impairment of
long-lived assets to be held and used and (b) measurement of long-lived assets
to be disposed of by sale. SFAS 144 also supersedes the accounting and reporting
provisions of APB Opinion No, 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions" for segments of a
business to be disposed of.
Radiologix adopted SFAS No. 142, "Goodwill and Other Intangible Assets"
effective January 1, 2002. Under SFAS 142, goodwill and other intangible assets
with an indefinite useful life are no longer amortized as expenses of
operations, but rather carried on the balance sheet as permanent assets. These
intangible assets are to be subject to at least annual assessments for
impairment by applying a fair value based test. The Company's service
agreements, included in the consolidated balance sheets as intangible assets,
net, are not considered to have an indefinite useful life and will continue to
be amortized over a useful life of 25 years.
As required by the statement, intangible assets that do not meet the
criteria for recognition apart from goodwill must be reclassified. As a result,
$28.5 million of intangible assets, primarily relating to acquired intangible
assets, were transferred to goodwill as of January 1, 2002.
With the adoption of the statement, Radiologix ceased amortization of goodwill
as of January 1, 2002. The following table presents the quarterly results on a
comparable basis (in thousands):
FOR THE THREE MONTHS ENDED
MARCH 31,
------------------------------
2001 2002
------------- -------------
Net Income ................................... $ 3,498 $ 4,429
Goodwill (net of tax) ........................ 181 --
------------- -------------
Adjusted Net Income .......................... $ 3,679 $ 4,429
============= =============
Basic Earnings Per Share:
Net Income ............................. $ .18 $ .22
Goodwill, net of tax ................... .01 --
------------- -------------
Adjusted Net Income .................... $ .19 $ .22
============= =============
Diluted Earnings Per Share:
Net Income ............................. $ .17 $ .20
Goodwill, net of tax ................... .01 --
------------- -------------
Adjusted Net Income .................... $ .18 $ .20
============= =============
5
As of January 1, 2002, Radiologix completed a goodwill impairment test. This
test involved the use of estimates related to the fair market value of
Radiologix's reporting units with which the goodwill was associated. No
impairment was indicated at that time.
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"). Since Radiologix has not established a "controlling financial
interest" under EITF 97-2, Radiologix does not consolidate the contracted
radiology practices.
The following table sets forth the amounts of revenue for the contracted
radiology practices and diagnostic imaging centers for the three months ended
March 31, 2001 and 2002 that would have been presented in the consolidated
statements of income had Radiologix met the provisions of EITF 97-2 (in
thousands):
2001 2002
--------- ---------
Revenue from contracted radiology practices and
diagnostic imaging centers, net of contractual allowances ... $ 92,285 $ 99,529
Less: amounts retained by contracted radiology practices ...... (26,374) (26,807)
--------- ---------
Service fee revenue, as reported .............................. $ 65,911 $ 72,722
========= =========
Revenue of the contracted radiology practices and diagnostic imaging
centers is recorded when services are rendered by the contracted radiology
practice and diagnostic imaging center based on established charges and reduced
by contractual allowances and estimated bad debts. Estimated bad debts are
recognized as a cost and expense rather than a deduction from revenue. The
Company uses historical collection experience in estimating its contractual
allowances and bad debt expense. The factors influencing the historical
collection experience include the contracted radiology practices' and diagnostic
imaging centers' patient mix, impact of managed care contract pricing and
contract revenue and the aging of patient accounts receivable balances. As these
factors change, the historical collection experience is revised accordingly in
the period known.
Service fee revenue represents contracted radiology practices' and
diagnostic imaging centers' revenue less amounts retained by contracted
radiology practices. The amounts retained by contracted radiology practices
represents amounts paid to the physicians pursuant to the service agreements
between Radiologix and the contracted radiology practices. Under the service
agreements, the Company provides each contracted radiology practice with the
facilities and equipment used in its medical practice, assumes responsibility
for the management of the operations of the practice, and employs substantially
all of the non-physician personnel utilized by the contracted radiology
practice. Although Radiologix assists in negotiating managed care contracts for
the contracted radiology practices, it assumes no risk under these arrangements.
The Company's service fee revenue is dependent upon the operating results
of the contracted radiology practices and diagnostic imaging centers. Where
state law allows, service fees due under the service agreements for the
contracted radiology practices 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 agreements; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, Radiologix has negotiated a base service fee,
which is equal to the estimated fair market value of the services provided under
the service agreements and which is renegotiated each year to equal the fair
market value of the services provided under the service agreements. The fixed
fee structure results in Radiologix receiving substantially the same amount of
service fee as it would have received under its negotiated percentage fee
structure. Adjusted professional revenues and adjusted technical revenues are
determined by deducting certain contractually agreed-upon expenses
(non-physician salaries and benefits, rent, depreciation, insurance, interest
and other physician costs) from the contracted radiology practices' revenue.
Questar revenues are primarily derived from technical revenues generated from
its diagnostic imaging centers.
6
Service fee revenue consists of the following for the three months ended March
31 (in thousands):
2001 2002
------------ ------------
Professional component ....................... $ 15,234 $ 14,794
Technical component .......................... 50,677 57,928
------------ ------------
$ 65,911 $ 72,722
============ ============
3. LONG TERM DEBT
Senior Notes
In December 2001, the Company terminated its senior credit facility with
proceeds from a $160 million senior notes ("Senior Notes") issuance, due
December 15, 2008. In connection with the repayment, the Company recorded in
December 2001 an extraordinary loss from the early extinguishment of its senior
credit facility debt in the amount of $4.7 million, $2.8 million after tax. The
Senior Notes bear interest at an annual rate of 10-1/2% payable semiannually in
arrears on June 15 and December 15 of each year, commencing June 15, 2002. The
Senior Notes are redeemable on or after December 15, 2005 at various redemption
prices, plus accrued and unpaid interest to the date of redemption. The Senior
Notes are unsecured obligations which rank senior in right of payment to all of
our subordinate indebtedness and equal in right of payment with all other senior
indebtedness. The Senior Notes are unconditionally guaranteed on a senior
unsecured basis by certain restricted existing and future subsidiaries.
Credit Facility
In addition to the Senior Notes issuance in December 2001, the Company
entered into a credit facility whereby the Company can borrow up to $35 million.
At March 31, 2002, no borrowings were outstanding under the credit facility.
Under the credit facility the interest rate is (i) an adjusted LIBOR rate, plus
an applicable margin which can vary from 3.0% to 3.5% dependent on certain
financial ratios or (ii) the prime rate, plus an applicable margin which can
vary from 1.75% to 2.25%. In each case, the applicable margin varies based on
financial ratios maintained by the Company. The credit facility includes certain
restrictive covenants including prohibitions on the payment of dividends,
limitations on capital expenditures and the maintenance of certain financial
ratios (including minimum fixed charge coverage ratio and maximum leverage
ratio, as defined). Borrowings under the senior credit facility are secured by
all service agreements which the Company is or becomes a party to, a pledge of
the stock of the Company's subsidiaries and all of the Company's and its wholly
owned subsidiaries assets.
Convertible Subordinated Debt
The Company has a $19.2 million convertible junior subordinated note,
which matures July 31, 2009, and bears interest, payable quarterly in cash or
payment in kind securities, at an annual rate of 8.0%. If by August 1, 2002 or
August 1, 2003 the closing price of Radiologix's common stock has not exceeded
$7.52 for 45 of the 60 days of the determination period, the interest rate will
be increased to 8.25% and 8.5%, respectively. In February 2002, approximately
$4.8 million of the convertible junior subordinated note was converted into
633,862 shares. In March 2002, approximately $219,000 of the convertible junior
subordinated note was converted into 37,476 shares.
4. EARNINGS PER SHARE
Radiologix adopted the 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 income available to common stockholders by
the weighted average number of common shares outstanding during the period
(including shares to be issued). Options, warrants, and other potentially
dilutive securities are excluded from the calculation of basic EPS. Diluted EPS
includes the options, warrants, and other potentially dilutive securities that
are excluded from basic EPS using the treasury stock method to the extent that
these securities are not anti-dilutive. For the three months ended March 31,
2001 and 2002, 302,275 and 1,159,546 shares, respectively, related to stock
options were included in diluted EPS. Diluted EPS also includes the effect of
the convertible note (see Note 3) using the "if converted" method to the extent
the securities are not anti-
7
dilutive. For the three months ended March 31, 2001, and 2002, under the "if
converted" method, $251,000 and $261,000, respectively, of tax effected interest
savings and 2,318,841 and 2,783,631, respectively, weighted average shares were
included in the calculation of diluted EPS as an addition to net income and
weighted average shares outstanding, respectively.
5. SEGMENT REPORTING
The Company reports the results of its operations through four designated
regions of the United States: Mid-Atlantic, Northeastern, Central and Western
regions. In addition, the Company reports the results of its operations of the
imaging centers of its subsidiary, Questar. The Company's operations in each of
the four designated regions are comprised of the ownership and operation of
diagnostic imaging centers and the provision of administrative, management and
information services to the contracted radiology practices that provide
professional interpretation and supervision services in connection with its
diagnostic imaging centers and to hospitals and radiology practices with which
the Company operates joint ventures. The Company's services leverage our
existing infrastructure and improve radiology practice or joint venture
profitability, efficiency and effectiveness. The Company has divided the
operations into the four regions and Questar only for purposes of the division
of internal management responsibilities, but do not focus on each of these
regions as a separate product line or make financial decisions as if they were
separate product lines. The Questar operations are looked at as a separate group
only from the perspective that the imaging centers of Questar do not have the
same type of management service agreement with physicians as we have with each
of the contracted radiology practices in the four designated regions. In
addition, any imaging centers of Questar that are in the same region as the
operations of the contracted radiology practices in the four designated regions
are not included in the service agreements of the contracted radiology
practices. The following is a table, which summarizes the operating results and
assets by the five reportable segments:
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(IN THOUSANDS)
-----------------------------------------------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region (1) Region (2) Region (3) Region (4) Questar (5) Total
------------- ------------- ------------- ------------- ------------- -------------
Service fee revenue $ 30,275 16,208 8,674 8,605 8,960 $ 72,722
Total operating expenses $ 20,480 11,587 5,904 6,355 6,950 $ 51,276
------------- ------------- ------------- ------------- ------------- -------------
Contribution $ 9,795 4,621 2,770 2,250 2,010 $ 21,446
Contribution margin 32% 29% 32% 26% 22% 30%
Equity in earnings of
Investments $ 866 -- 255 -- -- $ 1,121
Minority interest $ (246) -- (108) -- (7) $ (361)
Depreciation and
amortization expense $ 1,952 851 484 878 658 $ 4,823
Interest expense $ 489 192 140 233 215 $ 1,269
Income before taxes $ 7,974 3,578 2,293 1,139 1,130 $ 16,114
Assets $ 63,781 44,326 24,956 21,139 20,996 $ 175,198
Purchases of property
and equipment $ 1,468 1,586 (464) 208 -- $ 2,798
8
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS)
-----------------------------------------------------------------------------------------------------
Mid-Atlantic Northeastern Central Western
Region(1) Region(2) Region(3) Region(4) Questar(5) Total
------------- ------------- ------------- ------------- ------------- -------------
Service fee revenue $ 26,445 15,046 8,231 7,822 8,367 $ 65,911
Total operating expenses $ 18,522 11,114 5,349 6,238 7,113 $ 48,336
------------- ------------- ------------- ------------- ------------- -------------
Contribution $ 7,923 3,932 2,882 1,584 1,254 $ 17,575
Contribution margin 30% 26% 35% 20% 15% 27%
Equity in earnings of
investments $ 1,100 -- 392 -- -- $ 1,492
Minority interest $ (153) -- (110) -- (1) $ (264)
Depreciation and
amortization expense $ 1,625 757 355 682 677 $ 4,096
Interest expense $ 422 180 99 149 298 $ 1,148
Income before taxes $ 6,823 2,995 2,710 753 278 $ 13,559
Assets $ 52,319 42,494 22,817 19,628 27,796 $ 165,054
Purchases of property
and equipment $ 1,570 248 277 122 17 $ 2,234
(1) Includes the Baltimore/Washington, D.C. Metropolitan area.
(2) Includes Rochester, New York, Rockland County, New York and the
surrounding areas.
(3) Includes San Antonio, Texas, St. Lucie County, Florida, Topeka, Kansas,
Northeast Kansas and the surrounding areas
(4) Includes the San Francisco/Oakland/San Jose, California and surrounding
areas
(5) Includes diagnostic imaging centers in Arizona, California, Colorado,
Delaware, Florida, Georgia, Illinois, Kansas, Minnesota, Missouri,
Nebraska, Nevada, Ohio and Pennsylvania that were acquired as part of the
Questar acquisition and that have not been integrated into pre-existing
Radiologix market areas.
Corporate assets, including intangible assets, as of March 31, 2001 and 2002
were $119,671 and $112,979, respectively.
The following is a reconciliation of income before taxes and purchases of
property and equipment by the Company's five reportable segments to the
Company's consolidated financial statements for the three months ended March 31,
in thousands:
2001 2002
------------- -------------
Segment profit $ 13,559 $ 16,114
Unallocated amounts:
Corporate general and administrative (2,970) (3,905)
Corporate other income -- 180
Corporate depreciation and amortization (1,507) (1,383)
Corporate interest expense (3,252) (3,625)
------------- -------------
Income before taxes $ 5,830 $ 7,381
============= =============
Expenditures: 2001 2002
------------- -------------
Segment purchases of property and equipment $ 2,234 $ 2,798
Corporate purchases of property and
equipment 83 189
------------- -------------
Total purchases of property and equipment $ 2,317 $ 2,987
============= =============
9
6. SUPPLEMENTAL GUARANTOR INFORMATION
In connection with the Senior Notes, certain of the Company's subsidiaries
("Subsidiary Guarantors") guaranteed, jointly and severally, the Company's
obligation to pay principal and interest on the Senior Notes on a full and
unconditional basis.
The following supplemental condensed consolidating financial information
presents the balance sheet as of December 31, 2001 and March 31, 2002, and the
statements of income and cash flows for the three months ended March 31, 2001
and 2002. In the consolidating condensed financial statements, the Subsidiary
Guarantors account for their investment in the non-guarantor subsidiaries using
the equity method.
The non-guarantor subsidiaries include Advanced PET Imaging of Maryland,
L.P., Lakewood OpenScan MR, LLC, Lexington MR, Ltd., Montgomery Community
Magnetic Imaging Center Limited Partnership, Tower OpenScan MRI, and MRI at St.
Joseph Medical Center LLC. The Guarantor Subsidiaries include all wholly owned
subsidiaries of Radiologix, Inc. (the "Parent").
10
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
MARCH 31, 2002
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
ASSETS:
Cash and cash equivalents ............... $ 14,432 $ 498 $ 2,542 $ -- $ 17,472
Accounts receivable, net ................ -- 67,638 2,534 -- 70,172
Other current assets .................... 124 14,169 (194) -- 14,099
------------- ------------- ------------- ------------- -------------
Total current assets .......... 14,556 82,305 4,882 -- 101,743
Property and equipment, net ............. 2,370 51,460 3,617 -- 57,447
Investment in subsidiaries .............. 119,869 -- -- (119,869) --
Goodwill ................................ -- 28,510 -- -- 28,510
Intangible assets, net .................. -- 67,016 1,730 -- 68,746
Other assets, net ....................... 16,816 14,860 55 -- 31,731
------------- ------------- ------------- ------------- -------------
$ 153,611 $ 244,151 $ 10,284 $ (119,869) $ 288,177
============= ============= ============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT):
Accounts payable and accrued expenses ... $ 11,086 $ 22,714 $ 1,936 $ -- $ 35,736
Current portion of long-term debt ....... 71 4,512 686 -- 5,269
Other current liabilities ............... 91 (28) -- -- 63
------------- ------------- ------------- ------------- -------------
Total current liabilities ..... 11,248 27,198 2,622 -- 41,068
Long-term debt, net of current portion .. 178,830 4,680 1,586 -- 185,096
Other noncurrent liabilities ............ (90,281) 99,157 (2,079) -- 6,797
Minority interests ...................... -- -- 1,402 -- 1,402
Stockholders' equity (deficit) .......... 53,814 113,116 6,753 (119,869) 53,814
------------- ------------- ------------- ------------- -------------
$ 153,611 $ 244,151 $ 10,284 $ (119,869) $ 288,177
============= ============= ============= ============= =============
11
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (AUDITED)
DECEMBER 31, 2001
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
ASSETS:
Cash and cash equivalents ............... $ 7,670 $ (953) $ 4,044 $ -- $ 10,761
Accounts receivable, net ................ -- 69,048 2,277 -- 71,325
Other current assets .................... 1,713 13,009 (1,182) -- 13,540
------------- ------------- ------------- ------------- -------------
Total current assets .......... 9,383 81,104 5,139 -- 95,626
Property and equipment, net ............. 1,954 54,571 3,814 -- 60,339
Investment in subsidiaries .............. 110,635 -- -- (110,635) --
Goodwill ................................ -- 28,510 -- -- 28,510
Intangible assets, net .................. -- 67,800 1,783 -- 69,583
Other assets, net ....................... 17,379 13,201 87 -- 30,667
------------- ------------- ------------- ------------- -------------
$ 139,351 $ 245,186 $ 10,823 $ (110,635) $ 284,725
============= ============= ============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT):
Accounts payable and accrued expenses ... $ 5,777 $ 25,612 $ 3,504 $ -- $ 34,893
Current portion of long-term debt ....... 232 4,659 573 -- 5,464
Other current liabilities ............... -- 55 -- -- 55
------------- ------------- ------------- ------------- -------------
Total current liabilities ..... 6,009 30,326 4,077 -- 40,412
Long-term debt, net of current portion .. 184,905 5,964 819 -- 191,688
Other noncurrent liabilities ............ (96,039) 104,168 (1,162) -- 6,967
Minority interests ...................... -- -- 1,182 -- 1,182
Stockholders' equity (deficit) .......... 44,476 104,728 5,907 (110,635) 44,476
------------- ------------- ------------- ------------- -------------
$ 139,351 $ 245,186 $ 10,823 $ (110,635) $ 284,725
============= ============= ============= ============= =============
12
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
Service fee revenue ............................ $ -- $ 67,025 $ 5,697 $ -- $ 72,722
Costs and expenses:
Salaries and benefits ...................... -- 19,777 759 -- 20,536
Field supplies ............................. -- 4,012 293 -- 4,305
Field rent and lease expense ............... -- 7,576 502 -- 8,078
Other field expenses ....................... (180) 10,622 1,633 -- 12,075
Bad debt expense ........................... -- 5,715 387 -- 6,102
Corporate general and administrative ....... 3,905 -- -- -- 3,905
Depreciation and amortization .............. 659 5,298 249 -- 6,206
Interest expense, net ...................... 3,625 1,166 103 -- 4,894
------------- ------------- ------------- ------------- -------------
Total costs and expenses ............ 8,009 54,166 3,926 -- 66,101
------------- ------------- ------------- ------------- -------------
Income (loss) before taxes, minority ........... (8,009) 12,859 1,771 -- 6,621
interest in consolidated subsidiaries and
equity in earnings of investments
Equity in earnings of investments .............. -- 1,121 -- -- 1,121
Minority interests in consolidated
subsidiaries ............................... -- -- (361) -- (361)
------------- ------------- ------------- ------------- -------------
Income (loss) before taxes ..................... (8,009) 13,980 1,410 -- 7,381
Income tax expense (benefit) ................... (3,204) 5,592 564 -- 2,952
------------- ------------- ------------- ------------- -------------
Net income (loss) .......................... $ (4,805) $ 8,388 $ 846 $ -- $ 4,429
============= ============= ============= ============= =============
13
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
Service fee revenue ........................... $ -- $ 61,007 $ 4,904 $ -- $ 65,911
Costs and expenses:
Salaries and benefits ..................... -- 17,805 624 -- 18,429
Field supplies ............................ -- 3,551 291 -- 3,842
Field rent and lease expense .............. -- 7,628 600 -- 8,228
Other field expenses ...................... -- 9,926 1,505 -- 11,431
Bad debt expense .......................... -- 6,025 381 -- 6,406
Corporate general and administrative ...... 2,970 -- -- -- 2,970
Depreciation and amortization ............. 532 4,885 186 -- 5,603
Interest expense, net ..................... 3,252 1,122 26 -- 4,400
------------- ------------- ------------- ------------- -------------
Total costs and expenses ........... 6,754 50,942 3,613 -- 61,309
------------- ------------- ------------- ------------- -------------
Income (loss) before taxes, minority .......... (6,754) 10,065 1,291 -- 4,602
interest in consolidated subsidiaries and
equity in earnings of investments
Equity in earnings of investments ............. -- 1,492 -- -- 1,492
Minority interests in consolidated
subsidiaries .............................. -- -- (264) -- (264)
------------- ------------- ------------- ------------- -------------
Income (loss) before taxes .................... (6,754) 11,557 1,027 -- 5,830
Income tax expense (benefit) .................. (2,702) 4,623 411 -- 2,332
------------- ------------- ------------- ------------- -------------
Net income (loss) ......................... $ (4,052) $ 6,934 $ 616 $ -- $ 3,498
============= ============= ============= ============= =============
14
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES ........................ $ 3,053 $ 9,099 $ (1,357) -- $ 10,795
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and equipment, net ..... (1,075) (1,860) (52) -- (2,987)
Joint ventures .............................. -- (63) -- -- (63)
Other items ................................. 356 545 (56) -- 845
------------- ------------- ------------- ------------- -------------
Net cash used in investing activities (719) (1,378) (108) -- (2,205)
------------- ------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments on long-term debt .................. (6,235) 3,617 880 -- (1,738)
Due to/from parent/subsidiaries ............. 5,840 (4,917) (923) -- --
Other items ................................. 4,823 (4,970) 6 -- (141)
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
financing activities ............ 4,428 (6,270) (37) -- (1,879)
------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ........................ 6,762 1,451 (1,502) -- 6,711
CASH AND CASH EQUIVALENTS,
beginning of period ......................... 7,670 (953) 4,044 -- 10,761
------------- ------------- ------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
end of period ............................... $ 14,432 $ 498 $ 2,542 $ -- $ 17,472
============= ============= ============= ============= =============
15
RADIOLOGIX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS)
SUBSIDIARY NON-GUARANTOR TOTAL
PARENT GUARANTORS SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES ........................ $ 4,988 $ 4,436 $ 1,402 $ -- $ 10,826
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of property and equipment, net ..... 130 (2,276) (171) -- (2,317)
Joint ventures .............................. -- 678 -- -- 678
Other items ................................. 25 1,789 (12) -- 1,802
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in) investing
activities ............................. 155 191 (183) -- 163
------------- ------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Senior credit facility, net ................. 3,000 -- -- -- 3,000
Payments on long-term debt .................. -- (1,617) (196) -- (1,813)
Due to/from parent/subsidiaries ............. 8,704 (6,747) (1,957) -- --
Other items ................................. (3,676) 864 64 -- (2,748)
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
financing activities ............... 8,028 (7,500) (2,089) -- (1,561)
------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ........................ 13,171 (2,873) (870) -- 9,428
CASH AND CASH EQUIVALENTS,
beginning of period ......................... 941 191 2,488 -- 3,620
------------- ------------- ------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
end of period ............................... $ 14,112 (2,682) $ 1,618 -- $ 13,048
============= ============= ============= ============= =============
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the year ended December 31, 2001, and with the
consolidated financial statements included in this Form 10-Q.
OVERVIEW
We are a leading national provider of diagnostic imaging services through
our ownership and operation of free-standing, outpatient diagnostic imaging
centers. We utilize sophisticated technology and technical expertise to perform
a broad range of imaging procedures, such as magnetic resonance imaging (or
MRI), computed tomography (or CT), positron emission tomography (or PET),
nuclear medicine, ultrasound, mammography, bone densitometry (or DEXA), general
radiography (or X-ray) and fluoroscopy. For the three months ended March 31,
2002, we derived 80% of our service fee revenue from the ownership, management
and operation of our radiology and imaging center network and 20% of our service
fee revenue from the administrative, management and information services
provided to contracted radiology practices. As of March 31, 2002, we owned,
operated or maintained an ownership interest in imaging equipment at 118
locations and provided management services to ten radiology practices. As of
March 31, 2002, our imaging centers are located in 18 states, with concentrated
geographic coverage in markets located in California, Florida, Kansas, Maryland,
New York, Texas and Virginia.
We focus on providing quality patient care and service to ensure patient
and referring physician satisfaction. Our development of comprehensive radiology
networks permits us to invest in technologically advanced imaging equipment,
including MRI, open MRI, spiral CT and PET. Our consolidation of diagnostic
imaging centers into coordinated networks improves response time, increases
overall patient accessibility, permits us to standardize certain customer
relations procedures and permits us to develop "best practices" for our
diagnostic imaging centers. We seek the input and participation of the
contracted radiology practices to which we provide administrative, management
and information services to develop best practices and to improve productivity
and the quality of services. By focusing on further improving and, where
appropriate, standardizing the operations of our diagnostic imaging centers, we
believe that we can increase patient and referring physician satisfaction, which
should lead to increased referrals and increased utilization of our diagnostic
imaging centers.
We contract with radiology practices to provide professional services,
including the supervision and interpretation of diagnostic imaging procedures
performed in our diagnostic imaging centers. We believe that we do not engage in
the practice of medicine nor do we employ physicians. The radiology practices
maintain full control over the provision of professional radiological services.
The contracted radiology practices generally have outstanding physician and
practice credentials and reputations; strong competitive market positions; a
broad sub-specialty mix of physicians; a history of growth and potential for
continued growth; and a willingness to embrace our strategy for the delivery of
diagnostic imaging services.
Payment for diagnostic imaging services comes primarily from commercial
third-party payors (62%), governmental payors (28% including Medicare and
Medicaid) and private and other payors (10%). In August 2000, Medicare made
significant changes in the reimbursement methodology for hospital outpatient
services. We believe that we will have opportunities to increase the use of our
diagnostic imaging services through additional joint venture or outsourcing
arrangements with hospitals, in part because such federal healthcare regulatory
changes favor outpatient centers that are managed or owned in joint venture or
outsourcing arrangements with third parties. As of January 2002, Medicare
decreased reimbursement rates for physician and outpatient services, including
diagnostic imaging services. Our centers are principally dependent on our
ability to attract referrals from primary care physicians, specialists and other
healthcare providers. The referral often depends on the existence of a
contractual arrangement with the referred patient's health benefit plan. For the
three months ended March 31, 2002, approximately 9% of our revenue generated at
our diagnostic imaging centers was generated from capitated arrangements.
Our service fee revenue is dependent upon the operating results of the
contracted radiology practices and diagnostic imaging centers. Where state law
allows, service fees due under the service agreements for the contracted
radiology practices 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 agreements; and (2) 100% of the adjusted
technical revenues as defined in the service agreements. In states where the law
requires a flat fee structure, we have negotiated a base service fee, which is
equal to the estimated fair market value of the services provided under the
service agreements and which is renegotiated each year to equal the fair market
value of the services provided under the service agreements. The fixed fee
structure results in us receiving
17
substantially the same amount of service fee as we would have received under a
negotiated percentage fee structure. Adjusted professional revenues and adjusted
technical revenues are determined by deducting certain contractually agreed-upon
expenses (non-physician salaries and benefits, rent, depreciation, insurance,
interest and other physician costs) from the contracted radiology practices'
revenue. Revenues of our subsidiary, Questar Imaging, Inc. ("Questar") are
primarily derived from technical revenues generated from those imaging centers.
RESULTS OF OPERATIONS
We report the results of our operations through four designated regions of
the United States: Mid-Atlantic, Northeastern, Central and Western regions. In
addition, we report separately the results of our operations of the imaging
centers of our subsidiary, Questar. Our operations in each of the four
designated regions are comprised of the ownership and operation of diagnostic
imaging centers and the provision of administrative, management and information
services to the contracted radiology practices that provide professional
interpretation and supervision services in connection with our diagnostic
imaging centers and to hospitals and radiology practices with which we operate
joint ventures. Our services leverage our existing infrastructure and improve
radiology practice or joint venture profitability, efficiency and effectiveness.
We have divided the operations into the four regions and Questar only for
purposes of the division of internal management responsibilities, but do not
focus on each of these regions as a separate product line or make financial
decisions as if they were separate product lines. The Questar operations are
treated as a separate group only from the perspective that the imaging centers
of Questar do not have the same type of management service agreement with
physicians as we have with the contracted radiology practices in the four
designated regions. In addition, any imaging centers of Questar that are in the
same region as the operations of the contracted radiology practices in the four
designated regions are not included in the service agreements of the contracted
radiology practices.
The operating margin for the Mid-Atlantic region of 30% for the three
months ended March 31, 2001 increased to 32% in 2002. The increase in the
operating margin is primarily attributable to the further growth in technical
volume and, therefore, technical revenues, as well as management of operating
expenses. The operating margin of the Northeastern region increased from 26% for
the three months ended March 31, 2001 to 29% in 2002. The increase in the
operating margin is primarily attributable to the growth in technical volume
and, therefore, technical revenues and management of operating expenses. In
addition, the operating margin increased partially as a result of higher
reimbursement on a managed care contract and was also impacted by the higher
fixed fee recognized at the New York practices compared to 2001. The operating
margin for the Central region of 35% for the three months ended March 31, 2001
decreased to 32% in 2002. The decrease in the operating margin is primarily
attributable to increased salary and lease costs in the Florida market offset by
increased technical revenues in the Central region overall. The operating margin
for the Western region increased from 20% for the three months ended March 31,
2001 to 26% in 2002. The increase in the operating margin is primarily
attributable to increased technical revenues, higher reimbursement under a
managed care contract, as well as management of operating expenses. The
operating margin for Questar increased from 15% for the three months ended March
31, 2001 to 22% for the three months ended March 31, 2002. The increase in the
operating margin is primarily attributable to improved collections which
decreased the estimated contractual allowance and, therefore, increased the
service fee revenue.
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
Service Fee Revenue
Revenue of the contracted radiology practices and diagnostic imaging
centers is recorded when services are rendered by the contracted radiology
practices and diagnostic imaging centers based on established charges and
reduced by contractual allowances and estimated bad debts. We use historical
collection experience in estimating contractual allowances and bad debt expense.
The factors influencing the historical collection experience include the
contracted radiology practices' and diagnostic imaging centers' patient mix,
impact of managed care contract pricing and contract revenue and the aging of
patient accounts receivable balances. As these factors change, the historical
collection experience is revised accordingly in the period known. Service fee
revenue represents contracted radiology practices' and diagnostic imaging
centers' revenue less amounts retained by contracted radiology practices. The
amounts retained by contracted radiology practices represents amounts paid to
the physicians pursuant to the service agreements between us and the contracted
radiology practices. Under the service
18
agreements, we provide each contracted radiology practice with the facilities
and equipment used in its medical practice, assume responsibility for managing
the operations of the practice, and employ substantially all of the
non-physician personnel utilized by the contracted radiology practice. Although
we assist in negotiating managed care contracts for the contracted radiology
practices, we assume no risk under these arrangements.
The following table sets forth the amounts of revenue from the contracted
radiology practices and diagnostic imaging centers and the amounts retained by
contracted radiology practices (in thousands):
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2001 2002
-------- --------
Revenue from contracted radiology practices and
diagnostic imaging centers, net of contractual allowances $ 92,285 $ 99,529
Less: amounts retained by contracted radiology practices (26,374) (26,807)
-------- --------
Service fee revenue, as reported $ 65,911 $ 72,722
======== ========
Revenue from contracted radiology practices and diagnostic imaging
centers, net of contractual allowances, increased $7.2 million, from $92.3
million in 2001 to $99.5 million in 2002. This increase was primarily due to
increased technical revenues. Amounts retained by contracted radiology practices
increased from $26.4 million in 2001 to $26.8 million in 2002. The increase in
revenue from contracted radiology practices and diagnostic imaging centers, net
of contractual allowances offset by the increase in amounts retained by
contracted radiology practices, resulted in service fee revenue increasing $6.8
million, from $65.9 million in 2001 to $72.7 million, in 2002.
Salaries and Benefits
Salaries and benefits increased $2.1 million, from $18.4 million in 2001
to $20.5 million in 2002. As a percentage of service fee revenue, these costs
remained comparable at 28.0% and 28.2% in 2001 and 2002, respectively.
Field Supplies
Field supplies increased $500,000, from $3.8 million in 2001 to $4.3
million in 2002. As a percentage of service fee revenue, these costs remained
relatively constant at 5.8% and 5.9% in 2001 and 2002, respectively.
Field Rent and Lease Expense
Field rent and lease expense decreased $150,000, from $8.2 million in 2001
to $8.1 million in 2002. As a percentage of service fee revenue, these costs
were 12.5% and 11.1% in 2001 and 2002, respectively. The decrease in the rent
and lease expense is primarily attributable to the purchase in December 2001 of
equipment previously held under operating leases.
Other Field Expenses
Other field expenses increased $700,000, from $11.4 million in 2001 to
$12.1 million in 2002. However, as a percentage of service fee revenue, these
costs decreased from 17.3% in 2001 to 16.6% in 2002.
Bad Debt Expense
Bad debt expense decreased $300,000, from $6.4 million in 2001 to $6.1
million in 2002. As a percentage of service fee revenue, these costs were 9.7%
and 8.4% in 2001 and 2002, respectively. Since service fee revenue represents
contracted radiology practices' and diagnostic imaging centers' revenue less
amounts retained by contracted radiology practices, these percentages are
inherently at a higher stated value. Therefore, bad debt expense should be
compared for 2001 and 2002 as a percentage of revenue of the contracted
radiology practices and diagnostic imaging centers, net of contractual
allowances, rather than as a percentage of service fee revenue. As a percentage
of revenue of the contracted radiology practices and diagnostic imaging centers,
bad debt expense was 6.9% and 6.1% in 2001 and 2002, respectively.
19
Corporate General and Administrative
Corporate general and administrative expenses increased $900,000, from
$3.0 million in 2001 to $3.9 million in 2002. As a percentage of service fee
revenue, these costs were 4.5% and 5.4% in 2001 and 2002, respectively. The
increase in these costs is primarily due to the further development of our
infrastructure at the corporate office during the latter part of 2001, including
additional employees and associated employee benefits and incentive
compensation.
Depreciation and Amortization
Depreciation and amortization expense increased $600,000, from $5.6
million in 2001 to $6.2 million in 2002. The increase in depreciation expense is
primarily attributable to the purchase in December 2001 of equipment previously
held under operating leases. As a percentage of service fee revenue, these
costs were 8.5% in both 2001 and 2002.
Interest Expense, net
Interest expense, net, increased $500,000, from $4.4 million in 2001 to
$4.9 million in 2002. The increase is due to higher interest costs associated
with our senior notes issued in December 2001.
Income Tax Expense
Income tax expense of $2.3 million in 2001 and $3.0 million in 2002 were
based on a 40% effective tax rate.
Net Income
Net income increased from $3.5 million in 2001 to $4.4 million in 2002.
Net income as a percentage of service fee revenue was 6.1% in 2002, which
increased from 5.3% in 2001.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity for the three months ended March 31, 2002, was derived
principally from net cash proceeds from operating activities, as well as
borrowings under our senior notes. As of March 31, 2002, we had net working
capital of $60.7 million, including cash and cash equivalents of $17.5 million.
We had current liabilities of $41.1 million, including current maturities of
$5.3 million. For the three months ended March 31, 2002, we generated $10.8
million in net operating cash flow, invested $2.2 million and used cash of $1.9
million in financing activities.
Net cash from operating activities for the three months ended March 31,
2002 of $10.8 million remained constant compared to 2001. Increased collections
of accounts receivable resulted in a decrease in accounts receivable days
outstanding from 73 days at March 31, 2001 to 68 days at March 31, 2002, as well
as the implementation of certain cash management strategies. The cash generated
in 2002 includes the effect of higher interest costs paid in 2002 than in 2001.
Net cash used in investing activities for the three months ended March 31,
2002 was $2.2 million. Net cash provided by investing activities for the three
months ended March 31, 2001 was $163,000. Purchases of property and equipment
during the three months ended March 31, 2001 and 2002 were $2.3 million and $3.0
million, respectively.
Net cash flows used in financing activities for the three months ended
March 31, 2001 and 2002 were $1.6 million and $1.9 million, respectively. At
March 31, 2002, we had outstanding borrowings of $160 million under our senior
notes, $19.2 million outstanding under our convertible debt obligations and an
additional $11.2 million in other debt obligations.
20
In December 2001, we terminated our senior credit facility with proceeds
from a $160 million senior notes ("Senior Notes") issuance, due December 15,
2008. In connection with the redemption, we recorded an extraordinary loss from
the early extinguishment of our senior credit facility debt in the amount of
$4.7 million, $2.8 million after tax. The Senior Notes bear interest at an
annual rate of 10-1/2% payable semiannually in arrears on June 15 and December
15 of each year, commencing June 15, 2002. The Senior Notes are redeemable on or
after December 15, 2005 at various redemption prices, plus accrued and unpaid
interest to the date of redemption. The Senior Notes are unsecured obligations
which rank senior in right of payment to all of our subordinated indebtedness
and equal in right of payment with all other senior indebtedness. The Senior
Notes are unconditionally guaranteed on a senior unsecured basis by certain
restricted existing and future subsidiaries.
In addition to the Senior Notes issuance in December 2001, we entered into
a credit facility whereby we can borrow up to $35 million. At March 31, 2002, no
borrowings were outstanding under the credit facility. Under the credit
facility, the interest rate is (i) an adjusted LIBOR rate, plus an applicable
margin, which can vary from 3.0% to 3.5%, or (ii) the prime rate, plus an
applicable margin, which can vary from 1.75% to 2.25%. In each case, the
applicable margin varies based on financial ratios maintained by us. The credit
facility includes certain restrictive covenants, including prohibitions on the
payment of dividends, limitations on capital expenditures and the maintenance of
certain financial ratios (including minimum fixed charge coverage ratio and
maximum leverage ratio, as defined). Borrowings under the credit facility are
secured by all service agreements to which we are a party, a pledge of the stock
of our subsidiaries and all of our assets.
We operate in a capital intensive, high fixed-cost industry that requires
significant amounts of capital to fund operations, particularly the initial
start-up and development expense of new diagnostic imaging centers and the
acquisition of additional centers and new diagnostic imaging equipment. To the
extent we are unable to generate sufficient cash from our operations, funds are
not available under our credit facility or we are unable to structure or obtain
operating leases, we may be unable to meet our capital expenditure requirements.
Furthermore, we may not be able to raise any necessary additional funds through
bank financing or the issuance of equity or debt securities on terms acceptable
to us, if at all.
Forward-Looking Statements
Throughout this report we make "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
statements include words such as "may," "will," "would," "could," "likely,"
"estimate," "intend," "plan," "continue," "believe," "expect" or "anticipate"
and other similar words and include all discussions about our acquisition and
development plans. We do not guarantee that the transactions and events
described in this report will happen as described or that any positive trends
noted in this report will continue. The forward-looking statements contained in
this report are generally located in the material set forth under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", but may be found in other locations as well. These forward-looking
statements generally relate to our plans, objectives and expectations for future
operations and are based upon management's reasonable estimates of future
results or trends. Although we believe that our plans and objectives reflected
in or suggested by such forward-looking statements are reasonable, we may not
achieve such plans or objectives. You should read this report completely and
with the understanding that actual future results may be materially different
from what we expect. We will not update forward-looking statements even though
our situation may change in the future.
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.
21
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The list of exhibits filed as part of this report is
incorporated by reference to the Index to Exhibits at the end of this
report.
(b) Reports on Form 8-K. The registrant filed a Current Report on Form 8-K
dated April 27, 2002, announcing its release of Arthur Andersen LLP as its
independent auditors and its appointment of Ernst & Young LLP as
independent auditors for 2002.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RADIOLOGIX, INC.
Date: May 14, 2002 /s/ MARK L. WAGAR
------------------------------
Mark L. Wagar
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 2002 /s/ SAMI S. ABBASI
------------------------------
Sami S. Abbasi
Chief Financial Officer and
Executive Vice President
(Principal Accounting Officer)
23
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------
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. (Incorporated by reference
to Exhibit 3.3 to the registrant's Form 10-Q for the quarter
ended June 30, 1999)
3.4 Amendment to Restated Bylaws of American Physician Partners,
Inc. (Incorporated by reference to Exhibit 3.4 to the
registrant's Form 10-Q for the quarter ended June 30, 1999)
4.1 Form of certificate evidencing ownership of Common Stock of
American Physician Partners, Inc.**
4.2 Securities Purchase Agreement dated as of August 3, 1999 by
and between American Physician Partners, Inc. and BT Capital
Partners SBIC, L.P. @ (see Exhibit 4.1 thereof)
4.3 Convertible Junior Subordinated Promissory Note dated August
1, 1999 issued to BT Capital Partners SBIC, L.P. @ (see
Exhibit 4.2 thereof).
4.4 Indenture dated as of December 12, 2001, among Radiologix,
Inc., as Issuer, its subsidiaries identified in the
Indenture, as Guarantors, and U.S. Bank, N.A., as Trustee,
with respect to $160 Million 10-1/2% Senior Notes due
December 15, 2008. (Incorporated by reference to Exhibit 4.4
to the registrant's annual report on Form 10-K for 2001).
4.5 Registration Rights Agreement dated December 12, 2001, among
Radiologix, Inc., as Issuer, its subsidiaries identified in
the Registration Rights Agreement, as Guarantors, and
Jefferies & Company, Inc. and Deutsche Banc Alex. Brown
Inc., as Initial Purchasers, with respect to $160 Million
10-1/2% Senior Notes due December 15, 2008 (Incorporated by
reference to Exhibit 4.5 to the registrant's annual report
on Form 10-K for 2001).
10.36 Amendment Number 3 to Employment Agreement between
Radiologix, Inc. and Mark L. Wagar dated as of February 11,
2002.*
10.37 Amendment Number 4 to Employment Agreement between
Radiologix, Inc. and Mark S. Martin dated as of February 11,
2002.*
10.38 Amendment Number 1 to Employment Agreement between
Radiologix, Inc. and Sami S. Abbasi dated as of February 11,
2002.*
10.39 Amendment Number 4 to Employment Agreement between
Radiologix, Inc. and Paul M. Jolas dated as of February 11,
2002.*
----------
* Filed herewith.
** Incorporated by reference to Exhibits 4.1, 10.1, 10.3 and 10.5 through
10.19, respectively, 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 Exhibits 2.1, 4.1 and 4.2, respectively, to
the Registrant's Form 8-K filed on August 3, 1999.