RadNet (RDNT) 10-Q 12 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	7-May-14
NonPlanOutstandingWarrantsMember	'	'
Entity Registrant Name	'RadNet, Inc.	'
Entity Central Index Key	'0000790526	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer	'No	'
Is Entity a Voluntary Filer	'No	'
Is Entity's Reporting Status Current	'Yes	'
Entity Filer Category	'Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	41,749,215
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
CURRENT ASSETS	'	'
Cash and cash equivalents	$291	$8,412
Accounts receivable, net	140,629	133,599
Current portion of deferred tax assets	16,691	13,321
Prepaid expenses and other current assets	25,255	21,012
Total current assets	182,866	176,344
PROPERTY AND EQUIPMENT, NET	226,209	218,547
OTHER ASSETS	'	'
Goodwill	196,705	196,395
Other intangible assets	49,334	50,042
Deferred financing costs, net of current portion	7,886	8,735
Investment in joint ventures	28,939	28,949
Deferred tax assets, net of current portion	41,080	39,914
Deposits and other	4,225	3,650
Total assets	737,244	722,576
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	'	'
Accounts payable, accrued expenses and other	90,459	106,316
Due to affiliates	1,548	2,655
Deferred revenue	1,305	1,344
Current portion of notes payable	19,617	3,103
Current portion of deferred rent	1,963	1,896
Current portion of obligations under capital leases	6,586	3,075
Total current liabilities	121,478	118,389
LONG-TERM LIABILITIES	'	'
Deferred rent, net of current portion	19,265	18,989
Line of credit	18,100	0
Notes payable, net of current portion	570,207	572,669
Obligations under capital lease, net of current portion	10,329	2,779
Other non-current liabilities	7,183	7,540
Total liabilities	746,562	720,366
STOCKHOLDERS' (DEFICIT) EQUITY	'	'
Common stock - $.0001 par value, 200,000,000 shares authorized; 41,117,823, and 40,089,196 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively	4	4
Paid-in-capital	174,620	173,622
Accumulated other comprehensive loss	-68	-50
Accumulated deficit	-186,080	-173,656
Total RadNet, Inc.'s stockholders' deficit	-11,524	-80
Noncontrolling interests	2,206	2,290
Total stockholders' (deficit) equity	-9,318	2,210
Total liabilities and stockholders' (deficit) equity	$737,244	$722,576

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Common stock - par value (in Dollars per share)	$0.00	$0.00
Common stock - shares authorized	200,000,000	200,000,000
Common stock - shares issued	41,117,823	40,089,196
Common stock - shares outstanding	41,117,823	40,089,196

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
NET REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	$158,763	$163,741
Provision for bad debts	-6,893	-6,822
Net service fee revenue	151,870	156,919
Revenue under capitation arrangements	17,006	16,021
Total net revenue	168,876	172,940
OPERATING EXPENSES	'	'
Cost of operations, excluding depreciation and amortization	145,030	149,562
Depreciation and amortization	15,571	14,760
Loss on sale and disposal of equipment	246	170
Severance costs	481	123
Total operating expenses	161,328	164,615
INCOME FROM OPERATIONS	7,548	8,325
OTHER INCOME AND EXPENSES	'	'
Interest expense	11,772	12,147
Meaningful use incentive	-1,762	0
Equity in earnings of joint ventures	-1,067	-1,206
Loss on early extinguishment of Senior Notes	15,456	0
Other expenses (income)	2	-2
Total other income and expenses	24,401	10,939
LOSS BEFORE INCOME TAXES	-16,853	-2,614
Benefit from income taxes	4,478	1,248
NET LOSS	-12,375	-1,366
Net income (loss) attributable to noncontrolling interests	49	-24
NET LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	($12,424)	($1,342)
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	($0.31)	($0.03)
WEIGHTED AVERAGE SHARES OUTSTANDING	'	'
Basic and Diluted	40,010,080	39,314,447

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]	'	'
NET LOSS	($12,375)	($1,366)
Foreign currency translation adjustments	-18	-59
COMPREHENSIVE LOSS	-12,393	-1,425
Less comprehensive income (loss) attributable to non-controlling interests	49	-24
COMPREHENSIVE LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	($12,442)	($1,401)

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Radnet Inc's Equity/Deficit	Noncontrolling Interest	Total
In Thousands, except Share data
Beginning balance, value at Dec. 31, 2013	$4	$173,622	($173,656)	($50)	($80)	$2,290	$2,210
Beginning balance, shares at Dec. 31, 2013	40,089,196	'	'	'	'	'	'
Issuance of common stock upon exercise of options/warrants, shares issued	16,842	'	'	'	'	'	'
Issuance of common stock upon exercise of options/warrants, value	'	29	'	'	29	'	29
Stock-based compensation	'	969	'	'	969	'	969
Issuance of restricted stock, shares	1,011,785	'	'	'	'	'	'
Distributions paid to noncontrolling interest	'	'	'	'	'	-133	-133
Change in cumulative foreign currency translation adjustment	'	'	'	-18	-18	'	-18
Net (loss) income	'	'	-12,424	'	-12,424	49	-12,375
Ending balance, value at Mar. 31, 2014	$4	$174,620	($186,080)	($68)	($11,524)	$2,206	($9,318)
Ending balance, shares at Mar. 31, 2014	41,117,823	'	'	'	'	'	'

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net loss	($12,375)	($1,366)
Depreciation and amortization	15,571	14,760
Provision for bad debts	6,893	6,822
Equity in earnings of joint ventures	-1,067	-1,206
Distributions from joint ventures	1,866	1,921
Deferred rent amortization	343	433
Amortization of deferred financing costs	552	457
Write off of deferred loan costs due to refinance	665	0
Amortization of bond and term loan discounts	616	400
Loss on sale and disposal of equipment	246	170
Loss on early extinguishment of Senior Notes	15,456	0
Stock-based compensation	1,025	952
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	-13,923	-11,782
Other current assets	-4,503	-5,099
Other assets	-575	-105
Deferred taxes	-4,536	0
Deferred revenue	-39	3
Accounts payable and accrued expenses	-11,075	8,861
Net cash (used in) provided by operating activities	-4,860	15,221
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	-360	-3,625
Purchase of property and equipment	-17,047	-12,926
Proceeds from sale of equipment	4	270
Proceeds from sale of joint venture interests	0	2,640
Equity contributions in existing joint ventures	-789	-724
Net cash used in investing activities	-18,192	-14,365
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	-1,929	-2,697
Proceeds from borrowings	210,000	0
Payments on Senior Notes	-204,468	0
Deferred financing costs	-6,650	0
Proceeds from, net of payments on, line of credit	18,100	1,500
Distributions to noncontrolling interests	-133	0
Proceeds from issuance of common stock upon exercise of options/warrants	29	469
Net cash provided by (used in) financing activities	14,949	-728
EFFECT OF EXCHANGE RATE CHANGES ON CASH	-18	-59
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	-8,121	69
CASH AND CASH EQUIVALENTS, beginning of period	8,412	362
CASH AND CASH EQUIVALENTS, end of period	291	431
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION	'	'
Cash paid during the period for interest	14,508	5,531
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES	'	'
Purchase of equipment and leasehold improvements not yet paid for	5,000	7,700
Capital lease debt relating to radiology equipment	$12,600	$0

1_NATURE_OF_BUSINESS_AND_BASIS

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NATURE OF BUSINESS AND BASIS OF PRESENTATION	'
	We provide diagnostic imaging services including magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology, or X-ray, fluoroscopy and other related procedures. At March 31, 2014, we operated directly or indirectly through joint ventures, 250 imaging centers located in California, Maryland, Florida, Delaware, New Jersey, Rhode Island and New York.  Our operations comprise a single segment for financial reporting purposes.
	The condensed consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”). The condensed consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc.,  Radiologix, Inc., Radnet Managed Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (“DIS”), all wholly owned subsidiaries of Radnet Management.  All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report.
	Accounting Standards Codification (“ASC”) Section 810-10-15-14 stipulates that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics specified in the ASC which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we own a majority voting interest and all VIEs for which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity.
	Howard G. Berger, M.D. is our President and Chief Executive Officer, a member of our Board of Directors and is deemed to be the beneficial owner, directly and indirectly, of approximately 13.12% of our outstanding common stock. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at the majority of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups. BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc., each of which are 99% or 100% owned by Dr. Berger.
	John V Crues, III, M.D. is our Medical Director, a member of our Board of Directors and a 1% owner of BRMG.  Dr. Crues owns a controlling interest in three medical groups (“Crues Entities”) which provide professional medical services at some of our facilities in Manhattan and Brooklyn, New York while Dr. Berger owns a controlling interest in two medical groups (“NY Berger Entities”) which provide professional medical services at one of our Manhattan, New York facilities.  The Crues Entities and the NY Berger Entities are collectively hereinafter referred to as the “B&C Entities.”
	RadNet provides non-medical, technical and administrative services to BRMG and the B&C Entities for which it receives a management fee, pursuant to the related management agreements. Through these management agreements and our relationship with both Dr. Berger and Dr. Crues, we have exclusive authority over all non-medical decision-making related to the ongoing business operations of BRMG and the B&C Entities and we determine the annual budget of BRMG and the B&C Entities and make all physician employment decisions. BRMG and the B&C Entities both have insignificant operating assets and liabilities, and de minimis equity. Through these management agreements, all cash flows of both BRMG and the B&C Entities are transferred to us.
	We have determined that BRMG and the B&C Entities are VIEs, and that we are the primary beneficiary, and consequently, we consolidate the revenue, expenses, assets and liabilities of each. BRMG and the B&C Entities on a combined basis recognized $20.6 million and $17.4 million of revenue, net of management service fees to RadNet, Inc., for the three months ended March 31, 2014 and 2013, respectively, and $20.6 million and $17.4 million of operating expenses for the three months ended March 31, 2014 and 2013, respectively. RadNet, Inc. recognized in its condensed consolidated statement of operations $89.0 million and $80.6 million of total billed net service fee revenue relating to these VIE’s for the three months ended March 31, 2014 and 2013, respectively, of which $68.5 million and $63.2 million was for management services provided to BRMG and the B&C Entities relating primarily to the technical portion of total billed net service fee revenue for the three months ended March 31, 2014 and 2013, respectively.
	The cash flows of BRMG and the B&C Entities are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our consolidated balance sheets at March 31, 2014 and December 31, 2013, we have included approximately $62.6 million and $65.2 million, respectively, of accounts receivable and approximately $11.2 million and $11.9 million, respectively, of accounts payable and accrued liabilities, related to BRMG and the B&C Entities combined.
	The creditors of both BRMG and the B&C Entities do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of BRMG and the B&C Entities. However, both BRMG and the B&C Entities are managed to recognize no net income or net loss and, therefore, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues.
	Aside from certain centers in California and all of our centers in New York City where we contract with BRMG and the B&C Entities, respectively, for the provision of professional medical services, at all of our other centers, we have entered into long-term contracts with independent radiology groups in the area to provide physician services at those facilities.  These third party radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers.  The radiology practices maintain full control over the provision of professional 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.  In these facilities we enter into long-term agreements with radiology practice groups (typically 40 years). Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers.  We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures.  The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees paid to us.  We have no financial controlling interest in the independent (non-BRMG or non-B&C Entities) radiology practices; accordingly, we do not consolidate the financial statements of those practices in our consolidated financial statements.
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles for complete financial statements; however, in the opinion of our management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended March 31, 2014 and 2013 have been made. The results of operations for any interim period are not necessarily indicative of the results for a full year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013 filed on March 17, 2014, as amended.
	Significant Accounting Policies
	During the period covered in this report, there have been no material changes to the significant accounting policies we use, and have explained, in our annual report on Form 10-K for the fiscal year ended December 31, 2013. The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended.
	Revenues
	Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments. As it relates to centers affiliated with both BRMG and the B&C Entities, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the B&C Entities as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees from BRMG and the B&C Entities. As it relates to non-BRMG and B&C Entity centers, this service fee revenue is earned through providing the administration of the non-medical functions relating to the professional medical practice at our non-BRMG and B&C Entity centers, including among other functions, provision of clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities.
	Service fee revenues are recorded during the period the patient services are provided based upon the estimated amounts due from the patients and third-party payers. Third-party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances under managed care health plans are based upon the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are generally based upon predetermined rates per discounted fee-for-service rates. We also record a provision for doubtful accounts (based primarily on historical collection experience) related to patients and copayment and deductible amounts for patients who have health care coverage under one of our third-party payers.
	Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans.
	Our revenue, net of contractual allowances, discounts and provision for bad debts for the three months ended March 31, 2014 and 2013 is summarized in the following table (in thousands):
		2014			2013
	Commercial insurance	$	104,614		$	106,558
	Medicare		33,666			35,713
	Medicaid		5,163			5,777
	Workers' compensation/personal injury		7,453			7,316
	Other		7,867			8,377
	Service fee revenue, net of contractual allowances and discounts		158,763			163,741
	Provision for bad debts		(6,893	)		(6,822	)
	Net service fee revenue		151,870			156,919
	Revenue under capitation arrangements		17,006			16,021
	Total net revenue	$	168,876		$	172,940
	Provision for Bad Debts
	We provide for an allowance against accounts receivable that could become uncollectible to reduce the carrying value of such receivables to their estimated net realizable value. We estimate this allowance based on the aging of our accounts receivable by each type of payer over an 18-month look-back period, and other relevant factors. A significant portion of our provision for bad debt relates to co-payments and deductibles owed to us from patients with insurance. Although we attempt to collect deductibles and co-payments due from patients with insurance at the time of service, this attempt to collect at the time of service is not an assessment of the patient’s ability to pay nor are revenues recognized based on an assessment of the patient’s ability to pay. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends and our estimation process.
	Deferred Tax Assets
	Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income, including tax planning strategies, in determining whether our net deferred tax assets are more likely than not to be realized.
	Deferred Financing Costs
	Costs of financing are deferred and amortized on a straight-line basis over the life of the associated loan, which approximates the effective interest rate method.
	Meaningful Use Incentive
	Under the American Recovery and Reinvestment Act of 2009, a program was enacted that provides financial incentives for providers that successfully implement and utilize electronic health record technology to improve patient care. Our software development team in Canada established an objective to build a Radiology Information System (RIS) software platform that has been awarded Meaningful Use certification. As this certified RIS system is implemented throughout our imaging centers, the radiologists that utilize this software will be eligible for the available financial incentive money. In order to receive such incentive payments providers must attest that they have demonstrated meaningful use of the certified RIS in each stage of the program. Once an attestation is accepted by Medicare, payments will be made in four to eight weeks to the same taxpayer identification number and through the same channels as their claims payments are made. We account for this meaningful use incentive under the Gain Contingency Model outlined in ASC 450-30. Under this model, we record within non-operating income, meaningful use incentive only after Medicare accepts an attestation from the qualified eligible professional demonstrating meaningful use. We recorded approximately $1.8 million during the three months ended March 31, 2014 relating to this incentive.
	Liquidity and Capital Resources
	We had cash and cash equivalents of $291,000 and accounts receivable of $140.6 million at March 31, 2014, compared to cash and cash equivalents of $8.4 million and accounts receivable of $133.6 million at December 31, 2013. We had a working capital balance of $61.4 million and $58.0 million at March 31, 2014 and December 31, 2013, respectively. We had net loss attributable to RadNet, Inc. common stockholders for the three months ended March 31, 2014 and 2013 of $12.4 million and $1.3 million, respectively.  We also had stockholders’ (deficit) equity of ($9.3 million) and $2.2 million at March 31, 2014 and December 31, 2013, respectively.
	We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties.
	Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings from our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs. Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes. Our ability to meet our working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional financing. There can be no assurance that we will be able to obtain financing from other sources on terms acceptable to us, if at all.
	On a continuing basis, we also consider various transactions to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures. These types of transactions may result in future cash proceeds or payments but the general timing, size or success of any acquisition, divestiture or joint venture effort and the related potential capital commitments cannot be predicted. We expect to fund any future acquisitions primarily with cash flow from operations and borrowings, including borrowing from amounts available under our senior secured credit facilities or through new equity or debt issuances.
	We and our subsidiaries or affiliates may from time to time, in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise.
	Included in our condensed consolidated balance sheet at March 31, 2014 are $6.5 million of senior notes, $581.2 million of senior secured term loan debt (net of unamortized discounts of $14.1 million) and $18.1 million aggregate principal amount outstanding under the revolving credit facility.
	The following describes our most recent financing activities:
	2014 Amendment to the Refinance Agreement and Second Lien Credit and Guaranty Agreement:
	On March 25, 2014, Radnet Management simultaneously entered into two agreements which resulted in the creation of a direct financial obligation as follows:
	2014 Amendment of the Refinance Agreement. Radnet Management amended that certain Credit and Guaranty Agreement dated October 10, 2012, as amended by that certain first amendment date April 3, 2013 (collectively, the “Refinance Agreement”), by entering into a second amendment to the Refinance Agreement (the “2014 Amendment”) to provide for, among other things, the borrowing by Radnet Management of $30.0 million of additional first lien term loans (the “2014 First Lien Term Loans”).
	Second Lien Credit and Guaranty Agreement. Radnet Management entered into a Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement”) to provide for, among other things, the borrowing by Radnet Management of $180.0 million of second lien term loans (the “Second Lien Term Loans”). The proceeds from the Second Lien Term Loans and the 2014 First Lien Term Loans were used to redeem the senior notes, as more fully described below under the heading “Senior Notes”, to pay the expenses related to the transaction and for general corporate purposes.
	Line of Credit. The $101.25 million revolving credit line established in the Credit and Guaranty Agreement dated October 10, 2012 was unaltered by the agreements above and remains in place.
	The 2014 Amendment provides for the following:
	Interest. The interest rates payable on the 2014 First Lien Term Loans are the same as the rates currently payable under the Refinance Agreement, as amended by the 2013 Amendment,, which are (a) the Adjusted Eurodollar Rate plus 3.25% or (b) the base rate plus 2.25%. The Adjusted Eurodollar Rate has a minimum floor of 1.0% on all of the term loans under the Refinance Agreement. The Adjusted Eurodollar Rate at March 31, 2014 was 0.33%.
	Payments. The scheduled amortization of the term loans under the Refinance Agreement has been increased from quarterly payments of $975,000 to quarterly payments of $5,191,563 starting in June 2014, with the remaining balance to be paid at maturity.
	The other material terms of the Refinance Agreement remain unchanged as described in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended.
	The Second Lien Credit Agreement provides for the following:
	Interest. The interest rates payable on the Second Lien Term Loans are (a) the Adjusted Eurodollar Rate plus 7.0% or (b) the base rate plus 6.0%. The Adjusted Eurodollar Rate has a minimum floor of 1.0% on the Second Lien Term Loans. The Eurodollar Rate at March 31, 2014 was 0.33%.
	Payments. There is no scheduled amortization of the principal of the Second Lien Term Loans. All principal will be due and payable on the termination date described below.
	Termination. The termination date for the Second Lien Term Loans is the earlier to occur of (i) March 25, 2021, and (ii) the date on which the Second Lien Term Loans shall otherwise become due and payable in full under the Second Lien Credit Agreement, whether by acceleration or otherwise.
	Restrictive Covenants. In addition to certain customary covenants, the Second Lien Credit Agreement places restrictions on indebtedness, liens, and investments, and places limits on distributions to stockholders (including the repurchase of shares) and other junior payments.
	Financial Covenants. The Second Lien Credit Agreement contains financial covenants including a maximum total leverage ratio and a limit on annual capital expenditures.
	Events of Default. In addition to certain customary events of default, events of default under the Second Lien Credit Agreement include failure to pay principal of any loans as and on the date when due, failure to pay any interest on any loan or any fee or other amount payable under the Second Lien Term Loans within five days after the due date, failure of any loan party to comply with any covenant or agreements, subject to applicable grace periods and/or notice requirements, or a material breach of any representation or warranty contained in the loan documents. The occurrence of an event of default could permit the lenders under the Second Lien Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
	These limitations are subject to a number of important qualifications and exceptions, as described in the Second Lien Credit Agreement. As of March 31, 2014, we were in compliance with all covenants.
	Senior Notes
On April 6, 2010, we issued and sold $200 million of 10 3/8% senior unsecured notes due 2018 at a price of 98.680% (the “senior notes”).  All payments of the senior notes, including principal and interest, were guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc. and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries.  The senior notes were issue under an indenture dated April 6, 2010 (the “Indenture”), by and among Radnet Management, Inc., as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors thereof and U.S. Bank National Association, as trustee. We have paid interest on the senior notes on April 1 and October 1 of each year, commencing October 1, 2010, and they will expire on April 1, 2018.
Optional Redemption. Under the Indenture, Radnet Management could redeem the senior notes, in whole or in part, at any time on or after April 1, 2014, at the redemption prices specified under the Indenture. Prior to April 1, 2014, Radnet Management was also permitted to redeem the senior notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium established by the Indenture and accrued and unpaid interest, if any.
Tender Offer and Exercise of Optional Redemption. On March 7, 2014, Radnet Management commenced a tender offer to purchase for cash any and all outstanding senior notes. In connection with the tender offer, Radnet Management also commenced a consent solicitation to amend the Indenture to eliminate or modify certain restrictive covenants. On March 25, 2014 (the “Initial Payment Date”), Radnet Management made a payment in cash for all senior notes tendered prior to 5:00 P.M., New York City time, on March 20, 2014 (the “Consent Payment Deadline”). As of the Consent Payment Deadline, Radnet Management had received tenders and consents in respect of $193,464,000 aggregate principal amount of the senior notes, representing 96.73% of the outstanding senior notes, all of which were accepted for purchase. The total consideration for each $1,000 principal amount of senior notes validly tendered and not withdrawn at or prior to the Consent Payment Deadline and accepted for purchase was $1,056.88 (the “Total Consideration”), which amount included a consent payment (the “Consent Payment”) of $30.00 per $1,000 principal amount of senior notes. In addition, all senior notes accepted for payment received accrued and unpaid interest in respect of such notes from the last interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date. The tender offer expired on April 3, 2014 and between the Consent Payment Deadline and the expiration of the tender offer, no additional senior notes were tendered. Radnet Management also called for redemption all of its remaining outstanding senior notes, which redemption is described more fully under Note 8, “Subsequent Events”. For the three month ended March 31, 2014, RadNet recorded a loss on early extinguishment of Senior Notes of $15.5 million related to this offer.
Capital Lease Investments
During the three months ended March 31, 2014, we added capital lease debt of approximately $12.6 million relating to radiology equipment.

2_RECENT_ACCOUNTING_STANDARDS

2. RECENT ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 2014
Recent Accounting Standards	'
RECENT ACCOUNTING STANDARDS	'
	NOTE 2 – RECENT ACCOUNTING STANDARDS
	In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11 (“ASU 2013-11”), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU 2013-11 became effective for annual and interim periods beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on our financial statements.

3_EARNINGS_PER_SHARE

3. EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2014
Earnings Per Share [Abstract]	'
EARNINGS PER SHARE	'
	NOTE 3 – EARNINGS PER SHARE
	Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data):
		Three Months Ended
		March 31,
		2014			2013
	Net loss attributable to RadNet, Inc.'s common stockholders	$	(12,424	)	$	(1,342	)
	BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS
	Weighted average number of common shares outstanding during the period		40,010,080			39,314,447
	Basic and diluted net loss per share attributable to RadNet, Inc.'s common stockholders	$	(0.31	)	$	(0.03	)
	For the three months ended March 31, 2014, and 2013 we excluded all outstanding options, warrants and restricted stock awards in the calculation of diluted earnings per share because their effect would be antidilutive.

4_INVESTMENT_IN_JOINT_VENTURES

4. INVESTMENT IN JOINT VENTURES	3 Months Ended
	Mar. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
INVESTMENT IN JOINT VENTURES	'
	NOTE 4 – INVESTMENT IN JOINT VENTURES
	We have nine unconsolidated joint ventures with ownership interests ranging from 35% to 50%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Our investment in these joint ventures is accounted for under the equity method.
	The following table is a roll forward of our investment in joint ventures during the three months ended March 31, 2014 (in thousands):
	Balance as of December 31, 2013	$	28,949
	Equity contributions in existing joint ventures		789
	Equity earnings in these joint ventures		1,067
	Distribution of earnings		(1,866	)
	Balance as of March 31, 2014	$	28,939
	We received management service fees from the centers underlying these joint ventures of approximately $2.4 million and $2.0 million for the three months ended March 31, 2014 and 2013, respectively. We eliminate from total fees recorded the uncollected portion at period end of these fees that are associated with our ownership interests and offset this with an increase to our equity earnings.
	The following table is a summary of key financial data for these joint ventures as of March 31, 2014 (in thousands) and for the three months ended March 31, 2014 and 2013 (in thousands):
	Balance Sheet Data:	31-Mar-14
	Current assets	$	15,912
	Noncurrent assets		48,119
	Current liabilities		(5,127	)
	Noncurrent liabilities		(6,302	)
	Total net assets	$	52,602
	Book value of Radnet joint venture interests	$	23,792
	Cost in excess of book value of acquired joint venture interests		4,772
	Elimination of intercompany profit remaining on Radnet's consolidated balance sheet		375
	Total value of Radnet joint venture interests	$	28,939
	Total book value of other joint venture partner interests	$	28,810
	Income Statement Data for the three months ended March 31,	2014			2013
	Net revenue	$	22,806		$	22,281
	Net income	$	2,149		$	2,733

5_STOCKBASED_COMPENSATION

5. STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
STOCK-BASED COMPENSATION	'
	NOTE 5 – STOCK-BASED COMPENSATION
	Stock Incentive Plans
	Options and Warrants
	We have two long-term incentive plans which we refer to as the 2000 Plan and the 2006 Plan. The 2000 Plan was terminated as to future grants when the 2006 Plan was approved by the stockholders in 2006. As of March 31, 2014, we have reserved for issuance under the 2006 Plan 11,000,000 shares of common stock. Certain options granted under the 2006 Plan to employees are intended to qualify as incentive stock options under existing tax regulations. In addition, we may issue non-qualified stock options and warrants under the 2006 Plan from time to time to non-employees, in connection with acquisitions and for other purposes and we may also issue restricted stock under the 2006 Plan. Stock options and warrants generally vest over two to five years and expire five to ten years from date of grant.
	As of March 31, 2014, 4,248,000, or approximately 95.3%, of the 4,458,000 outstanding stock options and warrants granted under our option plans are fully vested.  During the three months ended March 31, 2014, we did not grant options or warrants under our 2006 Plan.
	We have issued warrants outside the 2006 Plan under various types of arrangements to employees, and in exchange for outside services. All warrants issued to employees or consultants after our February 2007 listing on the NASDAQ Global Market have been characterized as awards under the 2006 Plan. All warrants outside the 2006 Plan have been issued with an exercise price equal to the fair value of the underlying common stock on the date of grant. The warrants expire from five to seven years from the date of grant. Vesting terms are determined by the board of directors or the compensation committee of the board of directors at the date of grant.
	As of March 31, 2014, all 200,000 the outstanding warrants outside the 2006 Plan are fully vested. During the three months ended March 31, 2014, we did not grant warrants outside of our 2006 Plan.
	16
	The following summarizes all of our option and warrant transactions during the three months ended March 31, 2014:
							Weighted Average
					Weighted Average		Remaining		Aggregate
	Outstanding Options and Warrants				Exercise price		Contractual Life		Intrinsic
	Under the 2006 Plan and 2000 Plan	Shares			Per Common Share		(in years)		Value
	Balance, December 31, 2013		4,701,250		$	3.15
	Granted		–			–
	Exercised		(43,250	)		2.41
	Canceled or expired		(200,000	)		5.66
	Balance, March 31, 2014		4,458,000			3.04		1.21	$	1,392,910
	Exercisable at March 31, 2014		4,248,000			3.06		1.11		1,382,327
							Weighted Average
					Weighted Average		Remaining		Aggregate
	Non-Plan				Exercise price		Contractual Life		Intrinsic
	Outstanding Warrants	Shares			Per Common Share		(in years)		Value
	Balance, December 31, 2013		200,000		$	2.62
	Granted		–			–
	Exercised		–			–
	Canceled or expired		–			–
	Balance, March 31, 2014		200,000			2.62		1.67	$	44,000
	Exercisable at March 31, 2014		200,000			2.62		1.67		44,000
	Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on March 31, 2014 and the exercise price, multiplied by the number of in-the-money options or warrants, as applicable) that would have been received by the holder had all holders exercised their options or warrants, as applicable, on March 31, 2014. Total intrinsic value of options and warrants exercised during the three months ended March 31, 2014 and 2013 was approximately $16,000 and $2.3 million, respectively. As of March 31, 2014, total unrecognized stock-based compensation expense related to non-vested employee awards was approximately $150,000, which is expected to be recognized over a weighted average period of approximately 1.3 years.
	Restricted Stock Awards (“RSA’s”)
	The 2006 Plan permits the award of restricted stock. On January 2, 2014, we granted awards for 1,011,785 shares of our common stock to certain employees and outside directors. Of these awards granted, 337,262 shares vested on the award date, with the remaining 674,524 shares vesting at the completion of each year’s service by 337,262 shares per year over the next two years. We valued this award based on the closing market price of our stock on January 2, 2014 which was $1.62 per share.
	At March 31, 2014, the total unrecognized fair value of all restricted stock awards was approximately $1,698,891, which will be recognized over the remaining vesting period of 3.00 years.
	In sum, of the 11,000,000 shares of common stock reserved for issuance under the 2006 Plan, at March 31, 2014, we had 7,152,285 options, warrants and shares of restricted stock outstanding, 63,250 options exercised and 3,784,465 available for grant.

6_FAIR_VALUE_MEASUREMENTS

6. FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2014
Fair Value Disclosures [Abstract]	'
FAIR VALUE MEASUREMENTS	'
	NOTE 6 – FAIR VALUE MEASUREMENTS
	FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of inputs used to determine fair value. Accordingly, assets and liabilities carried at, or permitted to be carried at, fair value are classified within the fair value hierarchy in one of the following categories based on the lowest level input that is significant to a fair value measurement:
	Level 1 – Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities.
	Level 2 – Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models such as interest rates and yield curves that can be corroborated by observable market data.
	Level 3 – Fair value is determined by using inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgment.
	The table below summarizes the estimated fair value of our long-term debt as follows (in thousands):
		As of March 31, 2014
		Level 1		Level 2		Level 3		Total Fair Value		Total Carrying Value
	Senior First Lien Term Loan	$	–	$	413,768	$	–	$	413,768	$	415,325
	Senior Second Lien Term Loan		–	$	179,100	$	–		179,100	$	180,000
	Senior Notes		–		6,875		–		6,875		6,536
		As of December 31, 2013
		Level 1		Level 2		Level 3		Total		Total Carrying Value
	Senior Term Loan	$	–	$	380,508	$	–	$	380,508	$	349,125
	Senior Notes		–		199,000		–		199,000		200,000
	The carrying value of our line of credit at March 31, 2014 and December 31, 2013 of $18.1 million and $0, respectively, approximated its fair value.
	We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, we consider the carrying amount of our capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

7_SUPPLEMENTAL_GUARANTOR_INFOR

7. SUPPLEMENTAL GUARANTOR INFORMATION	3 Months Ended
	Mar. 31, 2014
Supplemental Guarantor Information	'
SUPPLEMENTAL GUARANTOR INFORMATION	'
	In accordance with SEC Regulation S-X, Rule 3-10, Paragraph (d), the following tables present unaudited interim condensed consolidating financial information for: (a) RadNet, Inc. (the “Parent”) on a stand-alone basis as a guarantor of the registered senior notes due 2018 ; (b) Radnet Management, Inc., the subsidiary borrower and issuer (the “Subsidiary Issuer”) of the registered senior notes due 2018; (c) on a combined basis, the guarantor subsidiaries (the “Guarantor Subsidiaries”) of the registered senior notes due 2018, which include all other 100% owned subsidiaries of the Subsidiary Issuer; (d) on a combined basis, the non-guarantor subsidiaries, which include joint venture partnerships of which the Subsidiary Issuer holds investments of 50% or greater, as well as BRMG and the Crues Entities, which we consolidate as VIEs. Separate financial statements of the Subsidiary Issuer or the Guarantor Subsidiaries are not presented because the guarantee by the Parent and each Guarantor Subsidiary is full and unconditional, joint and several.
	RADNET, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED BALANCE SHEET
	31-Mar-14
	(in thousands)
	(unaudited)
					Subsidiary			Guarantor			Non-Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	ASSETS
	CURRENT ASSETS
	Cash and cash equivalents	$	–		$	–		$	291		$	–		$	–		$	291
	Accounts receivable, net		–			–			75,567			65,062			–			140,629
	Current portion of deferred taxes		–			–			16,691			–			–			16,691
	Prepaid expenses, current portion of deferred financing costs and other current assets		–			9,579			15,133			543			–			25,255
	Total current assets		–			9,579			107,682			65,605			–			182,866
	PROPERTY AND EQUIPMENT, NET		–			56,455			163,428			6,326			–			226,209
	OTHER ASSETS
	Goodwill		–			49,444			142,521			4,740			–			196,705
	Other intangible assets		–			120			49,140			74			–			49,334
	Deferred financing costs, net of current portion		–			7,886			–			–			–			7,886
	Investment in subsidiaries		(11,524	)		427,624			25,720			–			(441,820	)		–
	Investment in joint ventures		–			1,009			27,930			–			–			28,939
	Deferred tax assets, net of current portion		–			–			41,080			–			–			41,080
	Deposits and other		–			1,550			2,596			79			–			4,225
	Total assets	$	(11,524	)	$	553,667		$	560,097		$	76,824		$	(441,820	)	$	737,244
	LIABILITIES AND EQUITY (DEFICIT)
	CURRENT LIABILITIES
	Intercompany	$	–		$	(102,714	)	$	68,411		$	34,303		$	–		$	–
	Accounts payable, accrued expenses and other		–			45,811			32,002			12,646			–			90,459
	Due to affiliates		–			–			1,548			–			–			1,548
	Deferred revenue		–			–			1,305			–			–			1,305
	Current portion of notes payable		–			18,406			1,179			32			–			19,617
	Current portion of deferred rent		–			1,112			809			42			–			1,963
	Current portion of obligations under capital leases		–			1,517			4,533			536			–			6,586
	Total current liabilities		–			(35,868	)		109,787			47,559			–			121,478
	LONG-TERM LIABILITIES
	Deferred rent, net of current portion		–			11,097			7,745			423			–			19,265
	Line of Credit		–			18,100			–			–			–			18,100
	Notes payable, net of current portion		–			569,258			33			916			–			570,207
	Obligations under capital leases, net of current portion		–			2,604			7,725			–			–			10,329
	Other non-current liabilities		–			–			7,183			–			–			7,183
	Total liabilities		–			565,191			132,473			48,898			–			746,562
	STOCKHOLDERS' (DEFICIT) EQUITY
	Total RadNet, Inc.'s stockholders' (deficit) equity		(11,524	)		(11,524	)		427,624			25,720			(441,820	)		(11,524	)
	Noncontrolling interests		–			–			–			2,206			–			2,206
	Total stockholders' (deficit) equity		(11,524	)		(11,524	)		427,624			27,926			(441,820	)		(9,318	)
	Total liabilities and stockholders' (deficit) equity	$	(11,524	)	$	553,667		$	560,097		$	76,824		$	(441,820	)	$	737,244
	RADNET, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED BALANCE SHEET
	31-Dec-13
	(in thousands)
	(unaudited)
					Subsidiary			Guarantor			Non-Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	ASSETS
	CURRENT ASSETS
	Cash and cash equivalents	$	–		$	–		$	8,412		$	–		$	–		$	8,412
	Accounts receivable, net		–			–			56,696			76,903			–			133,599
	Current portion of deferred taxes		–			–			13,321			–			–			13,321
	Prepaid expenses, current portion of deferred financing costs and other current assets		–			13,982			6,336			694			–			21,012
	Total current assets		–			13,982			84,765			77,597			–			176,344
	PROPERTY AND EQUIPMENT, NET		–			54,271			157,981			6,295			–			218,547
	OTHER ASSETS
Goodwill		–			49,444			142,211			4,740			–			196,395
Other intangible assets		–			130			49,831			81			–			50,042
Deferred financing costs, net of current portion		–			8,735			–			–			–			8,735
Investment in subsidiaries		(80	)		368,682			26,037			–			(394,639	)		–
Investment in joint ventures		–			1,053			27,896			–			–			28,949
Deferred tax assets, net of current portion		–			–			39,914			–			–			39,914
Deposits and other		–			1,486			2,085			79			–			3,650
Total assets	$	(80	)	$	497,783		$	530,720		$	88,792		$	(394,639	)	$	722,576
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES
Intercompany	$	–		$	(132,501	)	$	87,529		$	44,972		$	–		$	–
Accounts payable, accrued expenses and other		–			44,241			48,906			13,169			–			106,316
Due to affiliates		–			–			2,655			–			–			2,655
Deferred revenue		–			–			1,344			–			–			1,344
Current portion of notes payable		–			1,700			1,325			78			–			3,103
Current portion of deferred rent		–			1,097			759			40			–			1,896
Current portion of obligations under capital leases		–			435			1,876			764			–			3,075
Total current liabilities		–			(85,028	)		144,394			59,023			–			118,389
LONG-TERM LIABILITIES
Deferred rent, net of current portion		–			11,129			7,480			380			–			18,989
Line of Credit		–			–			–			–			–			–
Notes payable, net of current portion		–			571,516			91			1,062			–			572,669
Obligations under capital leases, net of current portion		–			246			2,533			–			–			2,779
Other non-current liabilities		–			–			7,540			–			–			7,540
Total liabilities		–			497,863			162,038			60,465			–			720,366
STOCKHOLDERS' (DEFICIT) EQUITY
Total RadNet, Inc.'s stockholders' (deficit) equity		(80	)		(80	)		368,682			26,037			(394,639	)		(80	)
Noncontrolling interests		–			–			–			2,290			–			2,290
Total stockholders' (deficit) equity		(80	)		(80	)		368,682			28,327			(394,639	)		2,210
Total liabilities and stockholders' (deficit) equity	$	(80	)	$	497,783		$	530,720		$	88,792		$	(394,639	)	$	722,576
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 2014
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–		$	29,618		$	104,246		$	24,899		$	–		$	158,763
Provision for bad debts		–			(1,428	)		(4,061	)		(1,404	)		–			(6,893	)
Net service fee revenue		–			28,190			100,185			23,495			–			151,870
Revenue under capitation arrangements		–			9,546			4,417			3,043			–			17,006
Total net revenue		–			37,736			104,602			26,538			–			168,876
OPERATING EXPENSES
Cost of operations		–			33,960			85,849			25,221			–			145,030
Depreciation and amortization		–			3,556			11,582			433			–			15,571
Loss on sale and disposal of equipment		–			15			233			(2	)		–			246
Severance costs		–			104			377			–			–			481
Total operating expenses		–			37,635			98,041			25,652			–			161,328
INCOME FROM OPERATIONS		–			101			6,561			886			–			7,548
OTHER INCOME AND EXPENSES
Interest expense		–			2,609			9,139			24			–			11,772
Meaningful use incentive		–			–			(1,762	)		–			–			(1,762	)
Equity in earnings of joint ventures		–			–			(1,067	)		–			–			(1,067	)
Loss on early extinguishment of Senior Notes		–			15,456			–			–			–			15,456
Other income		–			–			2			–			–			2
Total other income and expenses		–			18,065			6,312			24			–			24,401
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–			(17,964	)		249			862			–			(16,853	)
Benefit from income taxes		–			–			4,478			–			–			4,478
(Losses) equity in earnings of consolidated subsidiaries		(12,424	)		5,540			813			–			6,071			–
NET (LOSS) INCOME		(12,424	)		(12,424	)		5,540			862			6,071			(12,375	)
Net income attributable to noncontrolling interests		–			–			–			49			–			49
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(12,424	)	$	(12,424	)	$	5,540		$	813		$	6,071		$	(12,424	)
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 2013
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances
and discounts	$	–		$	28,384		$	115,307		$	20,050		$	–		$	163,741
Provision for bad debts		–			(1,385	)		(4,217	)		(1,220	)		–			(6,822	)
Net service fee revenue		–			26,999			111,090			18,830			–			156,919
Revenue under capitation arrangements		–			9,124			4,043			2,854			–			16,021
Total net revenue		–			36,123			115,133			21,684			–			172,940
OPERATING EXPENSES
Cost of operations		–			33,236			95,518			20,808			–			149,562
Depreciation and amortization		–			3,128			11,323			309			–			14,760
Loss on sale and disposal of equipment		–			85			85			–			–			170
Severance costs		–			11			110			2			–			123
Total operating expenses		–			36,460			107,036			21,119			–			164,615
(LOSS) INCOME FROM OPERATIONS		–			(337	)		8,097			565			–			8,325
OTHER INCOME AND EXPENSES
Interest expense		–			6,673			5,391			83			–			12,147
Equity in earnings of joint ventures		–			–			(1,206	)		–			–			(1,206	)
Other income		–			–			(2	)		–			–			(2	)
Total other income and expenses		–			6,673			4,183			83			–			10,939
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–			(7,010	)		3,914			482			–			(2,614	)
Benefit from (provision for) income taxes		–			–			1,254			(6	)		–			1,248
(Losses) equity in earnings of consolidated subsidiaries		(1,342	)		5,668			500			–			(4,826	)		–
NET (LOSS) INCOME		(1,342	)		(1,342	)		5,668			476			(4,826	)		(1,366	)
Net loss attributable to noncontrolling interests		–			–			–			(24	)		–			(24	)
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC.COMMON STOCKHOLDERS	$	(1,342	)	$	(1,342	)	$	5,668		$	500		$	(4,826	)	$	(1,342	)
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 2014
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(12,424	)	$	(12,424	)	$	5,540		$	862		$	6,071		$	(12,375	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		–			3,556			11,582			433			–			15,571
Provision for bad debt		–			1,428			4,061			1,404			–			6,893
Equity in earnings of consolidated subsidiaries		12,424			(5,540	)		(813	)		–			(6,071	)		–
Distributions from consolidated subsidiaries		–			–			1,128			–			(1,128	)		–
Equity in earnings of joint ventures		–			(53	)		(1,014	)		–			–			(1,067	)
Distributions from joint ventures		–			–			1,866			–			–			1,866
Deferred rent amortization		–			(18	)		316			45			–			343
Amortization of deferred financing cost		–			552			–			–			–			552
Write off of deferred loan costs due to refinance		–			665			–			–			–			665
Amortization of term loan and bond discount		–			616			–			–			–			616
Loss on sale and disposal of equipment		–			15			231			–			–			246
Loss on extinguishment of debt		–			15,456			–			–			–			15,456
Stock-based compensation		–			256			769			–			–			1,025
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(29,822	)		15,899			–			(13,923	)
Other current assets		–			4,401			(9,056	)		152			–			(4,503	)
Other assets		–			(64	)		(511	)		–			–			(575	)
Deferred taxes		–			–			(4,536	)		–			–			(4,536	)
Deferred revenue		–			–			(39	)		–			–			(39	)
Accounts payable, accrued expenses and other		–			(38,301	)		43,882			(16,656	)		–			(11,075	)
Net cash (used in) provided by operating activities		–			(29,455	)		23,584			2,139			(1,128	)		(4,860	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			–			(360	)		–			–			(360	)
Purchase of property and equipment		–			(435	)		(16,154	)		(458	)		–			(17,047	)
Proceeds from sale of equipment		–			–			4			–			–			4
Proceeds from sale of joint venture interests		–			–			–			–			–			–
Equity contributions in existing joint ventures		–			–			(789	)		–			–			(789	)
Net cash used in investing activities		–			(435	)		(17,299	)		(458	)		–			(18,192	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			11,740			(13,249	)		(420	)		–			(1,929	)
Proceeds from borrowings upon refinancing		–			210,000			–			–			–			210,000
Principal payments on Senior Note Tender		–			(204,468	)		–			–			–			(204,468	)
Deferred financing costs		–			(6,650	)		–			–			–			(6,650	)
Proceeds from, net of payments, on line of credit		–			18,100			–			–			–			18,100
Distributions paid to non-controlling interests		–			–			–			(1,261	)		1,128			(133	)
Proceeds from issuance of common stock		–			29			–			–			–			29
Net provided by (cash used) in financing activities		–			28,751			(13,249	)		(1,681	)		1,128			14,949
EFFECT OF EXCHANGE RATE CHANGES ON CASH		–			–			(18	)		–						(18	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		–			(1,139	)		(6,982	)		–			–			(8,121	)
CASH AND CASH EQUIVALENTS,		–			1,139			7,273			–			–			8,412
beginning of period
CASH AND CASH EQUIVALENTS,	$	–		$	–		$	291		$	–		$	–		$	291
end of period
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 2013
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,342	)	$	(1,342	)	$	5,668		$	476		$	(4,826	)	$	(1,366	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		–			3,128			11,323			309			–			14,760
Provision for bad debt		–			1,385			4,217			1,220			–			6,822
Equity in earnings of consolidated subsidiaries		1,342			(5,668	)		(500	)		–			4,826			–
Distributions from consolidated subsidiaries		–			–			–			–			–			–
Equity in earnings of joint ventures		–			–			(1,206	)		–			–			(1,206	)
Distributions from joint ventures		–			–			1,921			–			–			1,921
Deferred rent amortization		–			156			254			23			–			433
Amortization of deferred financing cost		–			457			–			–			–			457
Amortization of term loan and bond discount		–			400			–			–			–			400
Loss on sale and disposal of equipment		–			85			85			–			–			170
Stock-based compensation		–			238			714			–			–			952
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			1,214			(12,996	)		–			(11,782	)
Other current assets		–			(3,611	)		(1,606	)		118			–			(5,099	)
Other assets		–			225			(330	)		–			–			(105	)
Deferred revenue		–			–			3			–			–			3
Accounts payable, accrued expenses and other		–			7,957			(10,285	)		11,189			–			8,861
Net cash provided by operating activities		–			3,410			11,472			339			–			15,221
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(350	)		(3,275	)		–			–			(3,625	)
Purchase of property and equipment		–			(4,053	)		(8,847	)		(26	)		–			(12,926	)
Proceeds from sale of equipment		–			145			125			–			–			270
Proceeds from sale of joint venture interests		–			–			2,640			–			–			2,640
Purchase of equity interest in joint ventures		–			–			(724	)		–			–			(724	)
Net cash used in investing activities		–			(4,258	)		(10,081	)		(26	)		–			(14,365	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(1,424	)		(960	)		(313	)		–			(2,697	)
Deferred financing costs		–			–			–			–			–			–
Proceeds from, net of payments, on line of credit		–			1,500			–			–			–			1,500
Payments to counterparties of interest rate swaps, net of amounts received		–			–			–			–			–			–
Purchase of non-controlling interests		–			–			–			–			–			–
Proceeds from issuance of common stock		–			469			–			–			–			469
Net provided by (cash used) in financing activities		–			545			(960	)		(313	)		–			(728	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		–			(59	)		–			–			–			(59	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		–			(362	)		431			–			–			69
CASH AND CASH EQUIVALENTS,		–			362			–			–			–			362
beginning of period
CASH AND CASH EQUIVALENTS,	$	–		$	–		$	431		$	–		$	–		$	431
end of period

8_SUBSEQUENT_EVENTS

8. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 8 – SUBSEQUENT EVENTS
	Redemption of Remaining Senior Notes
	On March 25, 2014, Radnet Management called for redemption all of its remaining outstanding senior notes not purchased prior to the expiration of the tender offer described in Note 1, with a redemption date of April 24, 2014 (the “Redemption Date”). Upon redemption on April 24, 2014, the holders of the senior notes being redeemed received a redemption price equal to 105.188% of the outstanding principal amount of the senior notes being redeemed (or $1,051.88 per $1,000 in principal amount of the senior notes) in accordance with the terms of the Indenture, or approximately $6.9 million in total, including approximately $43,000 of accrued and unpaid interest up to, but excluding the Redemption Date.  As of that date, Radnet Management completed the satisfaction and discharge of the Indenture in accordance with its terms and no senior notes remained outstanding.  With a net carrying amount including unamortized issue costs of $6.4 million, a loss on early extinguishment of debt of $470,800 will be recorded in the second quarter of 2014.

1_NATURE_OF_BUSINESS_AND_BASIS1

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NATURE OF BUSINESS AND BASIS OF PRESENTATION	'
	We provide diagnostic imaging services including magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology, or X-ray, fluoroscopy and other related procedures. At March 31, 2014, we operated directly or indirectly through joint ventures, 250 imaging centers located in California, Maryland, Florida, Delaware, New Jersey, Rhode Island and New York.  Our operations comprise a single segment for financial reporting purposes.
	The condensed consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”).  The condensed consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc.,  Radiologix, Inc., Radnet Managed Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (“DIS”), all wholly owned subsidiaries of Radnet Management.  All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report.
	Accounting Standards Codification (“ASC”) Section 810-10-15-14 stipulates that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics specified in the ASC which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we own a majority voting interest and all VIEs for which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity.
	Howard G. Berger, M.D. is our President and Chief Executive Officer, a member of our Board of Directors and is deemed to be the beneficial owner, directly and indirectly, of approximately 13.12% of our outstanding common stock. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at the majority of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups. BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc., each of which are 99% or 100% owned by Dr. Berger.
	John V Crues, III, M.D. is our Medical Director, a member of our Board of Directors and a 1% owner of BRMG.  Dr. Crues owns a controlling interest in three medical groups (“Crues Entities”) which provide professional medical services at some of our facilities in Manhattan and Brooklyn, New York while Dr. Berger owns a controlling interest in two medical groups (“NY Berger Entities”) which provide professional medical services at one of our Manhattan, New York facilities.  The Crues Entities and the NY Berger Entities are collectively hereinafter referred to as the “B&C Entities.”
	RadNet provides non-medical, technical and administrative services to BRMG and the B&C Entities for which it receives a management fee, pursuant to the related management agreements. Through these management agreements and our relationship with both Dr. Berger and Dr. Crues, we have exclusive authority over all non-medical decision-making related to the ongoing business operations of BRMG and the B&C Entities and we determine the annual budget of BRMG and the B&C Entities and make all physician employment decisions. BRMG and the B&C Entities both have insignificant operating assets and liabilities, and de minimis equity. Through these management agreements, all cash flows of both BRMG and the B&C Entities are transferred to us.
	We have determined that BRMG and the B&C Entities are VIEs, and that we are the primary beneficiary, and consequently, we consolidate the revenue, expenses, assets and liabilities of each. BRMG and the B&C Entities on a combined basis recognized $20.6 million and $17.4 million of revenue, net of management service fees to RadNet, Inc., for the three months ended March 31, 2014 and 2013, respectively, and $20.6 million and $17.4 million of operating expenses for the three months ended March 31, 2014 and 2013, respectively. RadNet, Inc. recognized in its condensed consolidated statement of operations $89.0 million and $80.6 million of total billed net service fee revenue relating to these VIE’s for the three months ended March 31, 2014 and 2013, respectively, of which $68.5 million and $63.2 million was for management services provided to BRMG and the B&C Entities relating primarily to the technical portion of total billed net service fee revenue for the three months ended March 31, 2014 and 2013, respectively.
	The cash flows of BRMG and the B&C Entities are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our consolidated balance sheets at March 31, 2014 and December 31, 2013, we have included approximately $62.6 million and $65.2 million, respectively, of accounts receivable and approximately $11.2 million and $11.9 million, respectively, of accounts payable and accrued liabilities, related to BRMG and the B&C Entities combined.
	The creditors of both BRMG and the B&C Entities do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of BRMG and the B&C Entities. However, both BRMG and the B&C Entities are managed to recognize no net income or net loss and, therefore, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues.
	Aside from certain centers in California and all of our centers in New York City where we contract with BRMG and the B&C Entities, respectively, for the provision of professional medical services, at all of our other centers, we have entered into long-term contracts with independent radiology groups in the area to provide physician services at those facilities.  These third party radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers.  The radiology practices maintain full control over the provision of professional 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.  In these facilities we enter into long-term agreements with radiology practice groups (typically 40 years). Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers.  We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures.  The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees paid to us.  We have no financial controlling interest in the independent (non-BRMG or non-B&C Entities) radiology practices; accordingly, we do not consolidate the financial statements of those practices in our consolidated financial statements.
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles for complete financial statements; however, in the opinion of our management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended March 31, 2014 and 2013 have been made. The results of operations for any interim period are not necessarily indicative of the results for a full year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013 filed on March 17, 2014, as amended.
Significant Accounting Policies	'
	During the period covered in this report, there have been no material changes to the significant accounting policies we use, and have explained, in our annual report on Form 10-K for the fiscal year ended December 31, 2013. The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended.
Revenues	'
	Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payers and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments. As it relates to centers affiliated with both BRMG and the B&C Entities, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the B&C Entities as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees from BRMG and the B&C Entities. As it relates to non-BRMG and B&C Entity centers, this service fee revenue is earned through providing the administration of the non-medical functions relating to the professional medical practice at our non-BRMG and B&C Entity centers, including among other functions, provision of clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities.
	Service fee revenues are recorded during the period the patient services are provided based upon the estimated amounts due from the patients and third-party payers. Third-party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances under managed care health plans are based upon the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are generally based upon predetermined rates per discounted fee-for-service rates. We also record a provision for doubtful accounts (based primarily on historical collection experience) related to patients and copayment and deductible amounts for patients who have health care coverage under one of our third-party payers.
	Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans.
	Our revenue, net of contractual allowances, discounts and provision for bad debts for the three months ended March 31, 2014 and 2013 is summarized in the following table (in thousands):
		2014			2013
	Commercial insurance	$	104,614		$	106,558
	Medicare		33,666			35,713
	Medicaid		5,163			5,777
	Workers' compensation/personal injury		7,453			7,316
	Other		7,867			8,377
	Service fee revenue, net of contractual allowances and discounts		158,763			163,741
	Provision for bad debts		(6,893	)		(6,822	)
	Net service fee revenue		151,870			156,919
	Revenue under capitation arrangements		17,006			16,021
	Total net revenue	$	168,876		$	172,940
Provision for Bad Debts	'
	We provide for an allowance against accounts receivable that could become uncollectible to reduce the carrying value of such receivables to their estimated net realizable value. We estimate this allowance based on the aging of our accounts receivable by each type of payer over an 18-month look-back period, and other relevant factors. A significant portion of our provision for bad debt relates to co-payments and deductibles owed to us from patients with insurance. Although we attempt to collect deductibles and co-payments due from patients with insurance at the time of service, this attempt to collect at the time of service is not an assessment of the patient’s ability to pay nor are revenues recognized based on an assessment of the patient’s ability to pay. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends and our estimation process.
Deferred Tax Assets	'
	Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income, including tax planning strategies, in determining whether our net deferred tax assets are more likely than not to be realized.
Deferred Financing Costs	'
	Costs of financing are deferred and amortized on a straight-line basis over the life of the associated loan, which approximates the effective interest rate method.
Meaningful Use Incentive	'
	Under the American Recovery and Reinvestment Act of 2009, a program was enacted that provides financial incentives for providers that successfully implement and utilize electronic health record technology to improve patient care. Our software development team in Canada established an objective to build a Radiology Information System (RIS) software platform that has been awarded Meaningful Use certification. As this certified RIS system is implemented throughout our imaging centers, the radiologists that utilize this software will be eligible for the available financial incentive money. In order to receive such incentive payments providers must attest that they have demonstrated meaningful use of the certified RIS in each stage of the program. Once an attestation is accepted by Medicare, payments will be made in four to eight weeks to the same taxpayer identification number and through the same channels as their claims payments are made. We account for this meaningful use incentive under the Gain Contingency Model outlined in ASC 450-30. Under this model, we record within non-operating income, meaningful use incentive only after Medicare accepts an attestation from the qualified eligible professional demonstrating meaningful use. We recorded approximately $1.8 million during the three months ended March 31, 2014 relating to this incentive.
Liquidity and Capital Resources	'
	We had cash and cash equivalents of $291,000 and accounts receivable of $140.6 million at March 31, 2014, compared to cash and cash equivalents of $8.4 million and accounts receivable of $133.6 million at December 31, 2013. We had a working capital balance of $61.4 million and $58.0 million at March 31, 2014 and December 31, 2013, respectively. We had net loss attributable to RadNet, Inc. common stockholders for the three months ended March 31, 2014 and 2013 of $12.4 million and $1.3 million, respectively.  We also had stockholders’ (deficit) equity of ($9.3 million) and $2.2 million at March 31, 2014 and December 31, 2013, respectively.
	We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties.
	Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings from our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs. Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes. Our ability to meet our working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional financing. There can be no assurance that we will be able to obtain financing from other sources on terms acceptable to us, if at all.
	On a continuing basis, we also consider various transactions to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures. These types of transactions may result in future cash proceeds or payments but the general timing, size or success of any acquisition, divestiture or joint venture effort and the related potential capital commitments cannot be predicted. We expect to fund any future acquisitions primarily with cash flow from operations and borrowings, including borrowing from amounts available under our senior secured credit facilities or through new equity or debt issuances.
	We and our subsidiaries or affiliates may from time to time, in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise.
	Included in our condensed consolidated balance sheet at March 31, 2014 are $6.5 million of senior notes, $581.2 million of senior secured term loan debt (net of unamortized discounts of $14.1 million) and $18.1 million aggregate principal amount outstanding under the revolving credit facility.
	The following describes our most recent financing activities:
	2014 Amendment to the Refinance Agreement and Second Lien Credit and Guaranty Agreement:
	On March 25, 2014, Radnet Management simultaneously entered into two agreements which resulted in the creation of a direct financial obligation as follows:
	2014 Amendment of the Refinance Agreement. Radnet Management amended that certain Credit and Guaranty Agreement dated October 10, 2012, as amended by that certain first amendment date April 3, 2013 (collectively, the “Refinance Agreement”), by entering into a second amendment to the Refinance Agreement (the “2014 Amendment”) to provide for, among other things, the borrowing by Radnet Management of $30.0 million of additional first lien term loans (the “2014 First Lien Term Loans”).
	Second Lien Credit and Guaranty Agreement. Radnet Management entered into a Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement”) to provide for, among other things, the borrowing by Radnet Management of $180.0 million of second lien term loans (the “Second Lien Term Loans”). The proceeds from the Second Lien Term Loans and the 2014 First Lien Term Loans were used to redeem the senior notes, as more fully described below under the heading “Senior Notes”, to pay the expenses related to the transaction and for general corporate purposes.
	Line of Credit. The $101.25 million revolving credit line established in the Credit and Guaranty Agreement dated October 10, 2012 was unaltered by the agreements above and remains in place.
	The 2014 Amendment provides for the following:
	Interest. The interest rates payable on the 2014 First Lien Term Loans are the same as the rates currently payable under the Refinance Agreement, as amended by the 2013 Amendment,, which are (a) the Adjusted Eurodollar Rate plus 3.25% or (b) the base rate plus 2.25%. The Adjusted Eurodollar Rate has a minimum floor of 1.0% on all of the term loans under the Refinance Agreement. The Adjusted Eurodollar Rate at March 31, 2014 was 0.33%.
	Payments. The scheduled amortization of the term loans under the Refinance Agreement has been increased from quarterly payments of $975,000 to quarterly payments of $5,191,563 starting in June 2014, with the remaining balance to be paid at maturity.
	The other material terms of the Refinance Agreement remain unchanged as described in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended.
	The Second Lien Credit Agreement provides for the following:
	Interest. The interest rates payable on the Second Lien Term Loans are (a) the Adjusted Eurodollar Rate plus 7.0% or (b) the base rate plus 6.0%. The Adjusted Eurodollar Rate has a minimum floor of 1.0% on the Second Lien Term Loans. The Eurodollar Rate at March 31, 2014 was 0.33%.
	Payments. There is no scheduled amortization of the principal of the Second Lien Term Loans. All principal will be due and payable on the termination date described below.
	Termination. The termination date for the Second Lien Term Loans is the earlier to occur of (i) March 25, 2021, and (ii) the date on which the Second Lien Term Loans shall otherwise become due and payable in full under the Second Lien Credit Agreement, whether by acceleration or otherwise.
	Restrictive Covenants. In addition to certain customary covenants, the Second Lien Credit Agreement places restrictions on indebtedness, liens, and investments, and places limits on distributions to stockholders (including the repurchase of shares) and other junior payments.
	Financial Covenants. The Second Lien Credit Agreement contains financial covenants including a maximum total leverage ratio and a limit on annual capital expenditures.
	Events of Default. In addition to certain customary events of default, events of default under the Second Lien Credit Agreement include failure to pay principal of any loans as and on the date when due, failure to pay any interest on any loan or any fee or other amount payable under the Second Lien Term Loans within five days after the due date, failure of any loan party to comply with any covenant or agreements, subject to applicable grace periods and/or notice requirements, or a material breach of any representation or warranty contained in the loan documents. The occurrence of an event of default could permit the lenders under the Second Lien Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
	These limitations are subject to a number of important qualifications and exceptions, as described in the Second Lien Credit Agreement. As of March 31, 2014, we were in compliance with all covenants.
	Senior Notes
	On April 6, 2010, we issued and sold $200 million of 10 3/8% senior unsecured notes due 2018 at a price of 98.680% (the “senior notes”).  All payments of the senior notes, including principal and interest, were guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc. and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries.  The senior notes were issue under an indenture dated April 6, 2010 (the “Indenture”), by and among Radnet Management, Inc., as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors thereof and U.S. Bank National Association, as trustee. We have paid interest on the senior notes on April 1 and October 1 of each year, commencing October 1, 2010, and they will expire on April 1, 2018.
	Optional Redemption. Under the Indenture, Radnet Management could redeem the senior notes, in whole or in part, at any time on or after April 1, 2014, at the redemption prices specified under the Indenture. Prior to April 1, 2014, Radnet Management was also permitted to redeem the senior notes, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium established by the Indenture and accrued and unpaid interest, if any.
	Tender Offer and Exercise of Optional Redemption. On March 7, 2014, Radnet Management commenced a tender offer to purchase for cash any and all outstanding senior notes. In connection with the tender offer, Radnet Management also commenced a consent solicitation to amend the Indenture to eliminate or modify certain restrictive covenants. On March 25, 2014 (the “Initial Payment Date”), Radnet Management made a payment in cash for all senior notes tendered prior to 5:00 P.M., New York City time, on March 20, 2014 (the “Consent Payment Deadline”). As of the Consent Payment Deadline, Radnet Management had received tenders and consents in respect of $193,464,000 aggregate principal amount of the senior notes, representing 96.73% of the outstanding senior notes, all of which were accepted for purchase. The total consideration for each $1,000 principal amount of senior notes validly tendered and not withdrawn at or prior to the Consent Payment Deadline and accepted for purchase was $1,056.88 (the “Total Consideration”), which amount included a consent payment (the “Consent Payment”) of $30.00 per $1,000 principal amount of senior notes. In addition, all senior notes accepted for payment received accrued and unpaid interest in respect of such notes from the last interest payment date prior to the applicable settlement date to, but not including, the applicable settlement date. The tender offer expired on April 3, 2014 and between the Consent Payment Deadline and the expiration of the tender offer, no additional senior notes were tendered. Radnet Management also called for redemption all of its remaining outstanding senior notes, which redemption is described more fully under Note 8, “Subsequent Events”. For the three month ended March 31, 2014, RadNet recorded a loss on early extinguishment of Senior Notes of $15.5 million related to this offer.
	Capital Lease Investments
	During the three months ended March 31, 2014, we added capital lease debt of approximately $12.6 million relating to radiology equipment.

1_NATURE_OF_BUSINESS_AND_BASIS2

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Tables)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Service fee revenue	'
		2014			2013
	Commercial insurance	$	104,614		$	106,558
	Medicare		33,666			35,713
	Medicaid		5,163			5,777
	Workers' compensation/personal injury		7,453			7,316
	Other		7,867			8,377
	Service fee revenue, net of contractual allowances and discounts		158,763			163,741
	Provision for bad debts		(6,893	)		(6,822	)
	Net service fee revenue		151,870			156,919
	Revenue under capitation arrangements		17,006			16,021
	Total net revenue	$	168,876		$	172,940

3_EARNINGS_PER_SHARE_Tables

3. EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2014
Earnings Per Share [Abstract]	'
EARNINGS PER SHARE	'
		Three Months Ended
		March 31,
		2014			2013
	Net loss attributable to RadNet, Inc.'s common stockholders	$	(12,424	)	$	(1,342	)
	BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS
	Weighted average number of common shares outstanding during the period		40,010,080			39,314,447
	Basic and diluted net loss per share attributable to RadNet, Inc.'s common stockholders	$	(0.31	)	$	(0.03	)

4_INVESTMENT_IN_JOINT_VENTURES1

4. INVESTMENT IN JOINT VENTURES (Tables)	3 Months Ended
	Mar. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]	'
Investment in joint ventures	'
	The following table is a roll forward of our investment in joint ventures during the three months ended March 31, 2014 (in thousands):
	Balance as of December 31, 2013	$	28,949
	Equity contributions in existing joint ventures		789
	Equity earnings in these joint ventures		1,067
	Distribution of earnings		(1,866	)
	Balance as of March 31, 2014	$	28,939
Key financial data in joint ventures	'
	The following table is a summary of key financial data for these joint ventures as of March 31, 2014 (in thousands) and for the three months ended March 31, 2014 and 2013 (in thousands):
	Balance Sheet Data:	31-Mar-14
	Current assets	$	15,912
	Noncurrent assets		48,119
	Current liabilities		(5,127	)
	Noncurrent liabilities		(6,302	)
	Total net assets	$	52,602
	Book value of Radnet joint venture interests	$	23,792
	Cost in excess of book value of acquired joint venture interests		4,772
	Elimination of intercompany profit remaining on Radnet's consolidated balance sheet		375
	Total value of Radnet joint venture interests	$	28,939
	Total book value of other joint venture partner interests	$	28,810
	Income Statement Data for the three months ended March 31,	2014			2013
	Net revenue	$	22,806		$	22,281
	Net income	$	2,149		$	2,733

5_STOCKBASED_COMPENSATION_Tabl

5. STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
STOCK-BASED COMPENSATION	'
	The following summarizes all of our option and warrant transactions during the three months ended March 31, 2014:
							Weighted Average
					Weighted Average		Remaining		Aggregate
	Outstanding Options and Warrants				Exercise price		Contractual Life		Intrinsic
	Under the 2006 Plan and 2000 Plan	Shares			Per Common Share		(in years)		Value
	Balance, December 31, 2013		4,701,250		$	3.15
	Granted		–			–
	Exercised		(43,250	)		2.41
	Canceled or expired		(200,000	)		5.66
	Balance, March 31, 2014		4,458,000			3.04		1.21	$	1,392,910
	Exercisable at March 31, 2014		4,248,000			3.06		1.11		1,382,327
							Weighted Average
					Weighted Average		Remaining		Aggregate
	Non-Plan				Exercise price		Contractual Life		Intrinsic
	Outstanding Warrants	Shares			Per Common Share		(in years)		Value
	Balance, December 31, 2013		200,000		$	2.62
	Granted		–			–
	Exercised		–			–
	Canceled or expired		–			–
	Balance, March 31, 2014		200,000			2.62		1.67	$	44,000
	Exercisable at March 31, 2014		200,000			2.62		1.67		44,000

6_FAIR_VALUE_MEASUREMENTS_Tabl

6. FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2014
Fair Value Disclosures [Abstract]	'
FAIR VALUE MEASUREMENTS	'
		As of March 31, 2014
		Level 1		Level 2		Level 3		Total Fair Value		Total Carrying Value
	Senior First Lien Term Loan	$	–	$	413,768	$	–	$	413,768	$	415,325
	Senior Second Lien Term Loan		–	$	179,100	$	–		179,100	$	180,000
	Senior Notes		–		6,875		–		6,875		6,536
		As of December 31, 2013
		Level 1		Level 2		Level 3		Total		Total Carrying Value
	Senior Term Loan	$	–	$	380,508	$	–	$	380,508	$	349,125
	Senior Notes		–		199,000		–		199,000		200,000

7_SUPPLEMENTAL_GUARANTOR_INFOR1

7. SUPPLEMENTAL GUARANTOR INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2014
Supplemental Guarantor Information	'
SUPPLEMENTAL GUARANTOR INFORMATION	'
	RADNET, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED BALANCE SHEET
	31-Mar-14
	(in thousands)
	(unaudited)
					Subsidiary			Guarantor			Non-Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	ASSETS
	CURRENT ASSETS
	Cash and cash equivalents	$	–		$	–		$	291		$	–		$	–		$	291
	Accounts receivable, net		–			–			75,567			65,062			–			140,629
	Current portion of deferred taxes		–			–			16,691			–			–			16,691
	Prepaid expenses, current portion of deferred financing costs and other current assets		–			9,579			15,133			543			–			25,255
	Total current assets		–			9,579			107,682			65,605			–			182,866
	PROPERTY AND EQUIPMENT, NET		–			56,455			163,428			6,326			–			226,209
	OTHER ASSETS
	Goodwill		–			49,444			142,521			4,740			–			196,705
	Other intangible assets		–			120			49,140			74			–			49,334
	Deferred financing costs, net of current portion		–			7,886			–			–			–			7,886
	Investment in subsidiaries		(11,524	)		427,624			25,720			–			(441,820	)		–
	Investment in joint ventures		–			1,009			27,930			–			–			28,939
	Deferred tax assets, net of current portion		–			–			41,080			–			–			41,080
	Deposits and other		–			1,550			2,596			79			–			4,225
	Total assets	$	(11,524	)	$	553,667		$	560,097		$	76,824		$	(441,820	)	$	737,244
	LIABILITIES AND EQUITY (DEFICIT)
	CURRENT LIABILITIES
	Intercompany	$	–		$	(102,714	)	$	68,411		$	34,303		$	–		$	–
	Accounts payable, accrued expenses and other		–			45,811			32,002			12,646			–			90,459
	Due to affiliates		–			–			1,548			–			–			1,548
	Deferred revenue		–			–			1,305			–			–			1,305
	Current portion of notes payable		–			18,406			1,179			32			–			19,617
	Current portion of deferred rent		–			1,112			809			42			–			1,963
	Current portion of obligations under capital leases		–			1,517			4,533			536			–			6,586
	Total current liabilities		–			(35,868	)		109,787			47,559			–			121,478
	LONG-TERM LIABILITIES
	Deferred rent, net of current portion		–			11,097			7,745			423			–			19,265
	Line of Credit		–			18,100			–			–			–			18,100
	Notes payable, net of current portion		–			569,258			33			916			–			570,207
	Obligations under capital leases, net of current portion		–			2,604			7,725			–			–			10,329
	Other non-current liabilities		–			–			7,183			–			–			7,183
	Total liabilities		–			565,191			132,473			48,898			–			746,562
	STOCKHOLDERS' (DEFICIT) EQUITY
	Total RadNet, Inc.'s stockholders' (deficit) equity		(11,524	)		(11,524	)		427,624			25,720			(441,820	)		(11,524	)
	Noncontrolling interests		–			–			–			2,206			–			2,206
	Total stockholders' (deficit) equity		(11,524	)		(11,524	)		427,624			27,926			(441,820	)		(9,318	)
	Total liabilities and stockholders' (deficit) equity	$	(11,524	)	$	553,667		$	560,097		$	76,824		$	(441,820	)	$	737,244
	RADNET, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED BALANCE SHEET
	31-Dec-13
	(in thousands)
	(unaudited)
					Subsidiary			Guarantor			Non-Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	ASSETS
	CURRENT ASSETS
	Cash and cash equivalents	$	–		$	–		$	8,412		$	–		$	–		$	8,412
	Accounts receivable, net		–			–			56,696			76,903			–			133,599
	Current portion of deferred taxes		–			–			13,321			–			–			13,321
	Prepaid expenses, current portion of deferred financing costs and other current assets		–			13,982			6,336			694			–			21,012
	Total current assets		–			13,982			84,765			77,597			–			176,344
	PROPERTY AND EQUIPMENT, NET		–			54,271			157,981			6,295			–			218,547
	OTHER ASSETS
	Goodwill		–			49,444			142,211			4,740			–			196,395
Other intangible assets		–			130			49,831			81			–			50,042
Deferred financing costs, net of current portion		–			8,735			–			–			–			8,735
Investment in subsidiaries		(80	)		368,682			26,037			–			(394,639	)		–
Investment in joint ventures		–			1,053			27,896			–			–			28,949
Deferred tax assets, net of current portion		–			–			39,914			–			–			39,914
Deposits and other		–			1,486			2,085			79			–			3,650
Total assets	$	(80	)	$	497,783		$	530,720		$	88,792		$	(394,639	)	$	722,576
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES
Intercompany	$	–		$	(132,501	)	$	87,529		$	44,972		$	–		$	–
Accounts payable, accrued expenses and other		–			44,241			48,906			13,169			–			106,316
Due to affiliates		–			–			2,655			–			–			2,655
Deferred revenue		–			–			1,344			–			–			1,344
Current portion of notes payable		–			1,700			1,325			78			–			3,103
Current portion of deferred rent		–			1,097			759			40			–			1,896
Current portion of obligations under capital leases		–			435			1,876			764			–			3,075
Total current liabilities		–			(85,028	)		144,394			59,023			–			118,389
LONG-TERM LIABILITIES
Deferred rent, net of current portion		–			11,129			7,480			380			–			18,989
Line of Credit		–			–			–			–			–			–
Notes payable, net of current portion		–			571,516			91			1,062			–			572,669
Obligations under capital leases, net of current portion		–			246			2,533			–			–			2,779
Other non-current liabilities		–			–			7,540			–			–			7,540
Total liabilities		–			497,863			162,038			60,465			–			720,366
STOCKHOLDERS' (DEFICIT) EQUITY
Total RadNet, Inc.'s stockholders' (deficit) equity		(80	)		(80	)		368,682			26,037			(394,639	)		(80	)
Noncontrolling interests		–			–			–			2,290			–			2,290
Total stockholders' (deficit) equity		(80	)		(80	)		368,682			28,327			(394,639	)		2,210
Total liabilities and stockholders' (deficit) equity	$	(80	)	$	497,783		$	530,720		$	88,792		$	(394,639	)	$	722,576
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 2014
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–		$	29,618		$	104,246		$	24,899		$	–		$	158,763
Provision for bad debts		–			(1,428	)		(4,061	)		(1,404	)		–			(6,893	)
Net service fee revenue		–			28,190			100,185			23,495			–			151,870
Revenue under capitation arrangements		–			9,546			4,417			3,043			–			17,006
Total net revenue		–			37,736			104,602			26,538			–			168,876
OPERATING EXPENSES
Cost of operations		–			33,960			85,849			25,221			–			145,030
Depreciation and amortization		–			3,556			11,582			433			–			15,571
Loss on sale and disposal of equipment		–			15			233			(2	)		–			246
Severance costs		–			104			377			–			–			481
Total operating expenses		–			37,635			98,041			25,652			–			161,328
INCOME FROM OPERATIONS		–			101			6,561			886			–			7,548
OTHER INCOME AND EXPENSES
Interest expense		–			2,609			9,139			24			–			11,772
Meaningful use incentive		–			–			(1,762	)		–			–			(1,762	)
Equity in earnings of joint ventures		–			–			(1,067	)		–			–			(1,067	)
Loss on early extinguishment of Senior Notes		–			15,456			–			–			–			15,456
Other income		–			–			2			–			–			2
Total other income and expenses		–			18,065			6,312			24			–			24,401
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–			(17,964	)		249			862			–			(16,853	)
Benefit from income taxes		–			–			4,478			–			–			4,478
(Losses) equity in earnings of consolidated subsidiaries		(12,424	)		5,540			813			–			6,071			–
NET (LOSS) INCOME		(12,424	)		(12,424	)		5,540			862			6,071			(12,375	)
Net income attributable to noncontrolling interests		–			–			–			49			–			49
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(12,424	)	$	(12,424	)	$	5,540		$	813		$	6,071		$	(12,424	)
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 2013
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances
and discounts	$	–		$	28,384		$	115,307		$	20,050		$	–		$	163,741
Provision for bad debts		–			(1,385	)		(4,217	)		(1,220	)		–			(6,822	)
Net service fee revenue		–			26,999			111,090			18,830			–			156,919
Revenue under capitation arrangements		–			9,124			4,043			2,854			–			16,021
Total net revenue		–			36,123			115,133			21,684			–			172,940
OPERATING EXPENSES
Cost of operations		–			33,236			95,518			20,808			–			149,562
Depreciation and amortization		–			3,128			11,323			309			–			14,760
Loss on sale and disposal of equipment		–			85			85			–			–			170
Severance costs		–			11			110			2			–			123
Total operating expenses		–			36,460			107,036			21,119			–			164,615
(LOSS) INCOME FROM OPERATIONS		–			(337	)		8,097			565			–			8,325
OTHER INCOME AND EXPENSES
Interest expense		–			6,673			5,391			83			–			12,147
Equity in earnings of joint ventures		–			–			(1,206	)		–			–			(1,206	)
Other income		–			–			(2	)		–			–			(2	)
Total other income and expenses		–			6,673			4,183			83			–			10,939
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–			(7,010	)		3,914			482			–			(2,614	)
Benefit from (provision for) income taxes		–			–			1,254			(6	)		–			1,248
(Losses) equity in earnings of consolidated subsidiaries		(1,342	)		5,668			500			–			(4,826	)		–
NET (LOSS) INCOME		(1,342	)		(1,342	)		5,668			476			(4,826	)		(1,366	)
Net loss attributable to noncontrolling interests		–			–			–			(24	)		–			(24	)
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC.COMMON STOCKHOLDERS	$	(1,342	)	$	(1,342	)	$	5,668		$	500		$	(4,826	)	$	(1,342	)
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 2014
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(12,424	)	$	(12,424	)	$	5,540		$	862		$	6,071		$	(12,375	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		–			3,556			11,582			433			–			15,571
Provision for bad debt		–			1,428			4,061			1,404			–			6,893
Equity in earnings of consolidated subsidiaries		12,424			(5,540	)		(813	)		–			(6,071	)		–
Distributions from consolidated subsidiaries		–			–			1,128			–			(1,128	)		–
Equity in earnings of joint ventures		–			(53	)		(1,014	)		–			–			(1,067	)
Distributions from joint ventures		–			–			1,866			–			–			1,866
Deferred rent amortization		–			(18	)		316			45			–			343
Amortization of deferred financing cost		–			552			–			–			–			552
Write off of deferred loan costs due to refinance		–			665			–			–			–			665
Amortization of term loan and bond discount		–			616			–			–			–			616
Loss on sale and disposal of equipment		–			15			231			–			–			246
Loss on extinguishment of debt		–			15,456			–			–			–			15,456
Stock-based compensation		–			256			769			–			–			1,025
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(29,822	)		15,899			–			(13,923	)
Other current assets		–			4,401			(9,056	)		152			–			(4,503	)
Other assets		–			(64	)		(511	)		–			–			(575	)
Deferred taxes		–			–			(4,536	)		–			–			(4,536	)
Deferred revenue		–			–			(39	)		–			–			(39	)
Accounts payable, accrued expenses and other		–			(38,301	)		43,882			(16,656	)		–			(11,075	)
Net cash (used in) provided by operating activities		–			(29,455	)		23,584			2,139			(1,128	)		(4,860	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			–			(360	)		–			–			(360	)
Purchase of property and equipment		–			(435	)		(16,154	)		(458	)		–			(17,047	)
Proceeds from sale of equipment		–			–			4			–			–			4
Proceeds from sale of joint venture interests		–			–			–			–			–			–
Equity contributions in existing joint ventures		–			–			(789	)		–			–			(789	)
Net cash used in investing activities		–			(435	)		(17,299	)		(458	)		–			(18,192	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			11,740			(13,249	)		(420	)		–			(1,929	)
Proceeds from borrowings upon refinancing		–			210,000			–			–			–			210,000
Principal payments on Senior Note Tender		–			(204,468	)		–			–			–			(204,468	)
Deferred financing costs		–			(6,650	)		–			–			–			(6,650	)
Proceeds from, net of payments, on line of credit		–			18,100			–			–			–			18,100
Distributions paid to non-controlling interests		–			–			–			(1,261	)		1,128			(133	)
Proceeds from issuance of common stock		–			29			–			–			–			29
Net provided by (cash used) in financing activities		–			28,751			(13,249	)		(1,681	)		1,128			14,949
EFFECT OF EXCHANGE RATE CHANGES ON CASH		–			–			(18	)		–						(18	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		–			(1,139	)		(6,982	)		–			–			(8,121	)
CASH AND CASH EQUIVALENTS,		–			1,139			7,273			–			–			8,412
beginning of period
CASH AND CASH EQUIVALENTS,	$	–		$	–		$	291		$	–		$	–		$	291
end of period
RADNET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended March 31, 2013
(in thousands)
(unaudited)
				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,342	)	$	(1,342	)	$	5,668		$	476		$	(4,826	)	$	(1,366	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		–			3,128			11,323			309			–			14,760
Provision for bad debt		–			1,385			4,217			1,220			–			6,822
Equity in earnings of consolidated subsidiaries		1,342			(5,668	)		(500	)		–			4,826			–
Distributions from consolidated subsidiaries		–			–			–			–			–			–
Equity in earnings of joint ventures		–			–			(1,206	)		–			–			(1,206	)
Distributions from joint ventures		–			–			1,921			–			–			1,921
Deferred rent amortization		–			156			254			23			–			433
Amortization of deferred financing cost		–			457			–			–			–			457
Amortization of term loan and bond discount		–			400			–			–			–			400
Loss on sale and disposal of equipment		–			85			85			–			–			170
Stock-based compensation		–			238			714			–			–			952
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			1,214			(12,996	)		–			(11,782	)
Other current assets		–			(3,611	)		(1,606	)		118			–			(5,099	)
Other assets		–			225			(330	)		–			–			(105	)
Deferred revenue		–			–			3			–			–			3
Accounts payable, accrued expenses and other		–			7,957			(10,285	)		11,189			–			8,861
Net cash provided by operating activities		–			3,410			11,472			339			–			15,221
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(350	)		(3,275	)		–			–			(3,625	)
Purchase of property and equipment		–			(4,053	)		(8,847	)		(26	)		–			(12,926	)
Proceeds from sale of equipment		–			145			125			–			–			270
Proceeds from sale of joint venture interests		–			–			2,640			–			–			2,640
Purchase of equity interest in joint ventures		–			–			(724	)		–			–			(724	)
Net cash used in investing activities		–			(4,258	)		(10,081	)		(26	)		–			(14,365	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(1,424	)		(960	)		(313	)		–			(2,697	)
Deferred financing costs		–			–			–			–			–			–
Proceeds from, net of payments, on line of credit		–			1,500			–			–			–			1,500
Payments to counterparties of interest rate swaps, net of amounts received		–			–			–			–			–			–
Purchase of non-controlling interests		–			–			–			–			–			–
Proceeds from issuance of common stock		–			469			–			–			–			469
Net provided by (cash used) in financing activities		–			545			(960	)		(313	)		–			(728	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		–			(59	)		–			–			–			(59	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		–			(362	)		431			–			–			69
CASH AND CASH EQUIVALENTS,		–			362			–			–			–			362
beginning of period
CASH AND CASH EQUIVALENTS,	$	–		$	–		$	431		$	–		$	–		$	431
end of period

1_NATURE_OF_BUSINESS_AND_BASIS3

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Commercial Insurance/Managed Care Capitation	$104,614	$106,558
Medicare	33,666	35,713
Medicaid	5,163	5,777
Workers Compensation/Personal Injury	7,453	7,316
Other	7,867	8,377
Service fee revenue, net of contractual allowances and discounts	158,763	163,741
Provision for bad debts	-6,893	-6,822
Net service fee revenue	151,870	156,919
Revenue under capitation arrangements	17,006	16,021
Total net revenue	$168,876	$172,940

1_NATURE_OF_BUSINESS_AND_BASIS4

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'	'
BRMG and B&C revenues	$20,600	$17,400	'
BRMG and B&C operating expenses	20,600	17,400	'
Management services provided to BRMG and B&C	89,000	80,600	'
BRMG and B&C accounts receivable	62,600	'	65,200
BRMG and B& C accounts payable	11,200	'	11,900
VIE revenue, net management fees	68,500	63,200	'
Working capital	61,400	'	58,000
Meaningful Use Incentive	1,800	'	'
Senior notes	6,500	'	'
Senior secured term loan debt	581,200	'	'
Unamortized discounts	14,100	'	'
Line of credit	18,100	'	'
Capital lease investment	$12,600	$0	'

3_EARNINGS_PER_SHARE_Details

3. EARNINGS PER SHARE (Details) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]	'	'
Net loss attributable to RadNet, Inc.'s common stockholders	($12,424)	($1,342)
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS	'	'
Weighted average number of common shares outstanding during the period	40,010,080	39,314,447
Basic and diluted net loss per share attributable to RadNet, Inc.'s common stockholders	($0.31)	($0.03)

4_INVESTMENT_IN_JOINT_VENTURES2

4. INVESTMENT IN JOINT VENTURES (Details-Joint ventures) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Equity Method Investments and Joint Ventures [Abstract]	'	'
Beginning balance	$28,949	'
Equity contributions in existing joint ventures	789	'
Equity earnings in these joint ventures	1,067	1,206
Distribution of earnings	-1,866	-1,921
Ending balance	$28,939	'

4_INVESTMENT_IN_JOINT_VENTURES3

4. INVESTMENT IN JOINT VENTURES (Details-Key financial data) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Key financial data for joint ventures	'	'
Current assets - joint ventures	$15,912	'
Noncurrent assets - joint ventures	48,119	'
Current liabilities - joint ventures	-5,127	'
Noncurrent liabilities - joint ventures	-6,302	'
Total net assets -joint ventures	52,602	'
Book value of Radnet joint venture interests	23,792	'
Cost in excess of book value of acquired joint venture interests	4,772	'
Elimination of intercompany profit remaining on Radnet's consolidated balance sheet	375	'
Total value of Radnet joint venture interests	28,939	'
Total book value of other joint venture partner interests	28,810	'
Net revenue	22,806	22,281
Net income	$2,149	$2,733

4_INVESTMENT_IN_JOINT_VENTURES4

4. INVESTMENT IN JOINT VENTURES (Details Narrative) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Equity Method Investments and Joint Ventures [Abstract]	'	'
Management service fees from centers underlying joint ventures	$2,400	$2,000

5_STOCKBASED_COMPENSATION_Deta

5. STOCK-BASED COMPENSATION (Details-Outstanding options and warrants) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014
Outstanding Options and Warrants [Member]	'
STOCK BASED COMPENSATION	'
Begining Balance	4,701,250
Granted	'
Exercised	-43,250
Canceled or expired	-200,000
Ending Balance	4,458,000
Exercisable at the end	4,248,000
Weighted Average Exercise price Per Common Share	'
Begining Balance	$3.15
Granted	'
Exercised	$2.41
Canceled or expired	$5.66
Ending Balance	$3.04
Exercisable at the end	$3.06
Weighted Average Remaining Contractual Life	'
Ending Balance	'1 year 2 months 16 days
Exercisable at the end	'1 year 1 month 10 days
Aggregate Intrinsic Value	'
Aggregate value outstanding	$1,392,910
Aggregate value exercisable	1,382,327
Non-Plan Outstanding Warrants [Member]	'
STOCK BASED COMPENSATION	'
Begining Balance	200,000
Granted	'
Exercised	'
Canceled or expired	'
Ending Balance	200,000
Exercisable at the end	200,000
Weighted Average Exercise price Per Common Share	'
Begining Balance	$2.62
Granted	'
Exercised	'
Canceled or expired	'
Ending Balance	$2.62
Exercisable at the end	$2.62
Weighted Average Remaining Contractual Life	'
Ending Balance	'1 year 8 months 1 day
Exercisable at the end	'1 year 8 months 1 day
Aggregate Intrinsic Value	'
Aggregate value outstanding	44
Aggregate value exercisable	$44

5_STOCKBASED_COMPENSATION_Deta1

5. STOCK-BASED COMPENSATION (Details Narrative) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Total intrinsic value of options and warrants	$16	$2,300
Total unrecognized stock-based compensation expense related to non-vested employee awards	150,000	'
Expected period of recognition over a weighted average period	'1 year 3 months 18 days	'
Total unrecognized fair value of restricted stock awards	$1,698,891	'
Remaining vesting period of restricted stock awards	'3 years	'
RestrictedStockMember	'	'
Common stock reserved for issuance	11,000,000	'
Options and warrants outstanding	7,152,285	'
Common stock reserved for issuance under the 2006 Plan	11,000,000	'
Options, warrants and shares of restricted stock outstanding	63,250	'
Common stock available for grant under 2006 Plan	3,784,465	'
Warrant [Member]	'	'
Fully vested outstanding stock options and warrants	4,248,000	'
Percentage of total outstanding stock options and warrants granted fully vested	95.30%	'

6_FAIR_VALUE_MEASUREMENTS_Deta

6. FAIR VALUE MEASUREMENTS (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
FAIR VALUE MEASUREMENTS	'	'
Senior First Lien Term Loan	$415,325	'
Senior Second Lien Term Loan	180,000	'
Senior Secured Term Loan	'	349,125
Senior Notes	6,536	200,000
Level 1	'	'
FAIR VALUE MEASUREMENTS	'	'
Senior First Lien Term Loan	'	'
Senior Second Lien Term Loan	'	'
Senior Secured Term Loan	'	'
Senior Notes	'	'
Level 2	'	'
FAIR VALUE MEASUREMENTS	'	'
Senior First Lien Term Loan	413,768	'
Senior Second Lien Term Loan	179,100	'
Senior Secured Term Loan	'	380,508
Senior Notes	6,875	199,000
Level 3	'	'
FAIR VALUE MEASUREMENTS	'	'
Senior First Lien Term Loan	'	'
Senior Second Lien Term Loan	'	'
Senior Secured Term Loan	'	'
Senior Notes	'	'
Total Fair Value	'	'
FAIR VALUE MEASUREMENTS	'	'
Senior First Lien Term Loan	413,768	'
Senior Second Lien Term Loan	179,100	'
Senior Secured Term Loan	'	380,508
Senior Notes	$6,875	$199,000

6_FAIR_VALUE_MEASUREMENTS_Deta1

6. FAIR VALUE MEASUREMENTS (Details Narrative) (USD $)	Mar. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Fair Value Disclosures [Abstract]	'	'
Line of credit	$18,100	$0

7_SUPPLEMENTAL_GUARANTOR_INFOR2

7. SUPPLEMENTAL GUARANTOR INFORMATION (Details-Balance Sheet) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
In Thousands, unless otherwise specified
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	$291	$8,412	$431	$362
Accounts receivable, net	140,629	133,599	'	'
Current deferred tax assets	16,691	13,321	'	'
Prepaid expenses and other current assets	25,255	21,012	'	'
Total current assets	182,866	176,344	'	'
PROPERTY AND EQUIPMENT, NET	226,209	218,547	'	'
OTHER ASSETS	'	'	'	'
Goodwill	196,705	196,395	'	'
Other intangible assets	49,334	50,042	'	'
Deferred financing costs, net	7,886	8,735	'	'
Investment in subsidiaries	0	0	'	'
Investment in joint ventures	28,939	28,949	'	'
Deferred tax assets, net of current portion	41,080	39,914	'	'
Deposits and other	4,225	3,650	'	'
Total assets	737,244	722,576	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	0	0	'	'
Accounts payable, accrued expenses and other	90,459	106,316	'	'
Due to affiliates	1,548	2,655	'	'
Deferred revenue	1,305	1,344	'	'
Current portion of notes payable	19,617	3,103	'	'
Current portion of deferred rent	1,963	1,896	'	'
Current portion of obligations under capital leases	6,586	3,075	'	'
Total current liabilities	121,478	118,389	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	19,265	18,989	'	'
Line of credit	18,100	0	'	'
Notes payable, net of current portion	570,207	572,669	'	'
Obligations under capital lease, net of current portion	10,329	2,779	'	'
Other non-current liabilities	7,183	7,540	'	'
Total liabilities	746,562	720,366	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	-11,524	-80	'	'
Noncontrolling interests	2,206	2,290	'	'
Total equity (deficit)	-9,318	2,210	'	'
Total liabilities and stockholders' equity (deficit)	737,244	722,576	'	'
Parent [Member]	'	'	'	'
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	'	'	'	'
Accounts receivable, net	'	'	'	'
Current deferred tax assets	'	'	'	'
Prepaid expenses and other current assets	'	'	'	'
Total current assets	'	'	'	'
PROPERTY AND EQUIPMENT, NET	'	'	'	'
OTHER ASSETS	'	'	'	'
Goodwill	'	'	'	'
Other intangible assets	'	'	'	'
Deferred financing costs, net	'	'	'	'
Investment in subsidiaries	-11,524	-80	'	'
Investment in joint ventures	'	'	'	'
Deferred tax assets, net of current portion	'	'	'	'
Deposits and other	'	'	'	'
Total assets	-11,524	-80	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	'	'	'	'
Accounts payable, accrued expenses and other	'	'	'	'
Due to affiliates	'	'	'	'
Deferred revenue	'	'	'	'
Current portion of notes payable	'	'	'	'
Current portion of deferred rent	'	'	'	'
Current portion of obligations under capital leases	'	'	'	'
Total current liabilities	'	'	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	'	'	'	'
Line of credit	'	'	'	'
Notes payable, net of current portion	'	'	'	'
Obligations under capital lease, net of current portion	'	'	'	'
Other non-current liabilities	'	'	'	'
Total liabilities	'	'	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	-11,524	-80	'	'
Noncontrolling interests	'	'	'	'
Total equity (deficit)	-11,524	-80	'	'
Total liabilities and stockholders' equity (deficit)	-11,524	-80	'	'
Subsidiary Issuer [Member]	'	'	'	'
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	'	'	'	362
Accounts receivable, net	'	'	'	'
Current deferred tax assets	'	'	'	'
Prepaid expenses and other current assets	9,579	13,982	'	'
Total current assets	9,579	13,982	'	'
PROPERTY AND EQUIPMENT, NET	56,455	54,271	'	'
OTHER ASSETS	'	'	'	'
Goodwill	49,444	49,444	'	'
Other intangible assets	120	130	'	'
Deferred financing costs, net	7,886	8,735	'	'
Investment in subsidiaries	427,624	368,682	'	'
Investment in joint ventures	1,009	1,053	'	'
Deferred tax assets, net of current portion	'	'	'	'
Deposits and other	1,550	1,486	'	'
Total assets	553,667	497,783	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	-102,714	-132,501	'	'
Accounts payable, accrued expenses and other	45,811	44,241	'	'
Due to affiliates	'	'	'	'
Deferred revenue	'	'	'	'
Current portion of notes payable	18,406	1,700	'	'
Current portion of deferred rent	1,112	1,097	'	'
Current portion of obligations under capital leases	1,517	435	'	'
Total current liabilities	-35,868	-85,028	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	11,097	11,129	'	'
Line of credit	18,100	'	'	'
Notes payable, net of current portion	569,258	571,516	'	'
Obligations under capital lease, net of current portion	2,604	246	'	'
Other non-current liabilities	'	'	'	'
Total liabilities	565,191	497,863	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	-11,524	-80	'	'
Noncontrolling interests	'	'	'	'
Total equity (deficit)	-11,524	-80	'	'
Total liabilities and stockholders' equity (deficit)	553,667	497,783	'	'
Guarantor Subsidiaries [Member]	'	'	'	'
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	291	8,412	431	'
Accounts receivable, net	75,567	56,696	'	'
Current deferred tax assets	16,691	13,321	'	'
Prepaid expenses and other current assets	15,133	6,336	'	'
Total current assets	107,682	84,765	'	'
PROPERTY AND EQUIPMENT, NET	163,428	157,981	'	'
OTHER ASSETS	'	'	'	'
Goodwill	142,521	142,211	'	'
Other intangible assets	49,140	49,831	'	'
Deferred financing costs, net	'	'	'	'
Investment in subsidiaries	25,720	26,037	'	'
Investment in joint ventures	27,930	27,896	'	'
Deferred tax assets, net of current portion	41,080	39,914	'	'
Deposits and other	2,596	2,085	'	'
Total assets	560,097	530,720	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	68,411	87,529	'	'
Accounts payable, accrued expenses and other	32,002	48,906	'	'
Due to affiliates	1,548	2,655	'	'
Deferred revenue	1,305	1,344	'	'
Current portion of notes payable	1,179	1,325	'	'
Current portion of deferred rent	809	759	'	'
Current portion of obligations under capital leases	4,533	1,876	'	'
Total current liabilities	109,787	144,394	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	7,745	7,480	'	'
Line of credit	'	'	'	'
Notes payable, net of current portion	33	91	'	'
Obligations under capital lease, net of current portion	7,725	2,533	'	'
Other non-current liabilities	7,183	7,540	'	'
Total liabilities	132,473	162,038	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	427,624	368,682	'	'
Noncontrolling interests	'	'	'	'
Total equity (deficit)	427,624	368,682	'	'
Total liabilities and stockholders' equity (deficit)	560,097	530,720	'	'
Non-Guarantor Subsidiaries [Member]	'	'	'	'
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	'	'	'	'
Accounts receivable, net	65,062	76,903	'	'
Current deferred tax assets	'	'	'	'
Prepaid expenses and other current assets	543	694	'	'
Total current assets	65,605	77,597	'	'
PROPERTY AND EQUIPMENT, NET	6,326	6,295	'	'
OTHER ASSETS	'	'	'	'
Goodwill	4,740	4,740	'	'
Other intangible assets	74	81	'	'
Deferred financing costs, net	'	'	'	'
Investment in subsidiaries	'	'	'	'
Investment in joint ventures	'	'	'	'
Deferred tax assets, net of current portion	'	'	'	'
Deposits and other	79	79	'	'
Total assets	76,824	88,792	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	34,303	44,972	'	'
Accounts payable, accrued expenses and other	12,646	13,169	'	'
Due to affiliates	'	'	'	'
Deferred revenue	'	'	'	'
Current portion of notes payable	32	78	'	'
Current portion of deferred rent	42	40	'	'
Current portion of obligations under capital leases	536	764	'	'
Total current liabilities	47,559	59,023	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	423	380	'	'
Line of credit	'	'	'	'
Notes payable, net of current portion	916	1,062	'	'
Obligations under capital lease, net of current portion	'	'	'	'
Other non-current liabilities	'	'	'	'
Total liabilities	48,898	60,465	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	25,720	26,037	'	'
Noncontrolling interests	2,206	2,290	'	'
Total equity (deficit)	27,926	28,327	'	'
Total liabilities and stockholders' equity (deficit)	76,824	88,792	'	'
Eliminations [Member]	'	'	'	'
CURRENT ASSETS	'	'	'	'
Cash and cash equivalents	'	'	'	'
Accounts receivable, net	'	'	'	'
Current deferred tax assets	'	'	'	'
Prepaid expenses and other current assets	'	'	'	'
Total current assets	'	'	'	'
PROPERTY AND EQUIPMENT, NET	'	'	'	'
OTHER ASSETS	'	'	'	'
Goodwill	'	'	'	'
Other intangible assets	'	'	'	'
Deferred financing costs, net	'	'	'	'
Investment in subsidiaries	-441,820	-394,639	'	'
Investment in joint ventures	'	'	'	'
Deferred tax assets, net of current portion	'	'	'	'
Deposits and other	'	'	'	'
Total assets	-441,820	-394,639	'	'
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	'	'	'	'
Intercompany	'	'	'	'
Accounts payable, accrued expenses and other	'	'	'	'
Due to affiliates	'	'	'	'
Deferred revenue	'	'	'	'
Current portion of notes payable	'	'	'	'
Current portion of deferred rent	'	'	'	'
Current portion of obligations under capital leases	'	'	'	'
Total current liabilities	'	'	'	'
LONG-TERM LIABILITIES	'	'	'	'
Deferred rent, net of current portion	'	'	'	'
Line of credit	'	'	'	'
Notes payable, net of current portion	'	'	'	'
Obligations under capital lease, net of current portion	'	'	'	'
Other non-current liabilities	'	'	'	'
Total liabilities	'	'	'	'
STOCKHOLDERS' (DEFICIT) EQUITY	'	'	'	'
Total RadNet, Inc.'s equity (deficit)	-441,820	-394,639	'	'
Noncontrolling interests	'	'	'	'
Total equity (deficit)	-441,820	-394,639	'	'
Total liabilities and stockholders' equity (deficit)	($441,820)	($394,639)	'	'

7_SUPPLEMENTAL_GUARANTOR_INFOR3

7. SUPPLEMENTAL GUARANTOR INFORMATION (Details-Income statement) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	$158,763	$163,741
Provision for bad debts	-6,893	-6,822
Net service fee revenue	151,870	156,919
Net Revenue under capitation arrangements	17,006	16,021
Total net revenue	168,876	172,940
OPERATING EXPENSES	'	'
Cost of operations	145,030	149,562
Depreciation and amortization	15,571	14,760
Loss on sale and disposal of equipment	246	170
Severance costs	481	123
Total operating expenses	161,328	164,615
INCOME FROM OPERATIONS	7,548	8,325
OTHER INCOME AND EXPENSES	'	'
Interest expense	11,772	12,147
Meaningful use incentive	-1,762	'
Equity in earnings of joint ventures	-1,067	-1,206
Loss on early extinguishment of Senior Notes	15,456	0
Other (income) expenses	2	-2
Total other income and expenses	24,401	10,939
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	-16,853	-2,614
Benefit from (provision for) income taxes	4,478	1,248
(Losses) equity in earnings of consolidated subsidiaries	0	0
Net loss	-12,375	-1,366
Net income attributable to noncontrolling interests	49	-24
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	-12,424	-1,342
Parent [Member]	'	'
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	'	'
Provision for bad debts	'	'
Net service fee revenue	'	'
Net Revenue under capitation arrangements	'	'
Total net revenue	'	'
OPERATING EXPENSES	'	'
Cost of operations	'	'
Depreciation and amortization	'	'
Loss on sale and disposal of equipment	'	'
Severance costs	'	'
Total operating expenses	'	'
INCOME FROM OPERATIONS	'	'
OTHER INCOME AND EXPENSES	'	'
Interest expense	'	'
Equity in earnings of joint ventures	'	'
Loss on early extinguishment of Senior Notes	'	'
Other (income) expenses	'	'
Total other income and expenses	'	'
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	'	'
Benefit from (provision for) income taxes	'	'
(Losses) equity in earnings of consolidated subsidiaries	-12,424	-1,342
Net loss	-12,424	-1,342
Net income attributable to noncontrolling interests	'	'
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	-12,424	-1,342
Subsidiary Issuer [Member]	'	'
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	29,618	28,384
Provision for bad debts	-1,428	-1,385
Net service fee revenue	28,190	26,999
Net Revenue under capitation arrangements	9,546	9,124
Total net revenue	37,736	36,123
OPERATING EXPENSES	'	'
Cost of operations	33,960	33,236
Depreciation and amortization	3,556	3,128
Loss on sale and disposal of equipment	15	85
Severance costs	104	11
Total operating expenses	37,635	36,460
INCOME FROM OPERATIONS	101	-337
OTHER INCOME AND EXPENSES	'	'
Interest expense	2,609	6,673
Equity in earnings of joint ventures	'	'
Loss on early extinguishment of Senior Notes	15,456	'
Other (income) expenses	'	'
Total other income and expenses	18,065	6,673
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	-17,964	-7,010
Benefit from (provision for) income taxes	'	'
(Losses) equity in earnings of consolidated subsidiaries	5,540	5,668
Net loss	-12,424	-1,342
Net income attributable to noncontrolling interests	'	'
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	-12,424	-1,342
Guarantor Subsidiaries [Member]	'	'
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	104,246	115,307
Provision for bad debts	-4,061	-4,217
Net service fee revenue	100,185	111,090
Net Revenue under capitation arrangements	4,417	4,043
Total net revenue	104,602	115,133
OPERATING EXPENSES	'	'
Cost of operations	85,849	95,518
Depreciation and amortization	11,582	11,323
Loss on sale and disposal of equipment	233	85
Severance costs	377	110
Total operating expenses	98,041	107,036
INCOME FROM OPERATIONS	6,561	8,097
OTHER INCOME AND EXPENSES	'	'
Interest expense	9,139	5,391
Meaningful use incentive	-1,762	'
Equity in earnings of joint ventures	-1,067	-1,206
Loss on early extinguishment of Senior Notes	'	'
Other (income) expenses	2	-2
Total other income and expenses	6,312	4,183
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	249	3,914
Benefit from (provision for) income taxes	4,478	1,254
(Losses) equity in earnings of consolidated subsidiaries	813	500
Net loss	5,540	5,668
Net income attributable to noncontrolling interests	'	'
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	5,540	5,668
Non-Guarantor Subsidiaries [Member]	'	'
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	24,899	20,050
Provision for bad debts	-1,404	-1,220
Net service fee revenue	23,495	18,830
Net Revenue under capitation arrangements	3,043	2,854
Total net revenue	26,538	21,684
OPERATING EXPENSES	'	'
Cost of operations	25,221	20,808
Depreciation and amortization	433	309
Loss on sale and disposal of equipment	-2	'
Severance costs	'	2
Total operating expenses	25,652	21,119
INCOME FROM OPERATIONS	886	565
OTHER INCOME AND EXPENSES	'	'
Interest expense	24	83
Equity in earnings of joint ventures	'	'
Loss on early extinguishment of Senior Notes	'	'
Other (income) expenses	'	'
Total other income and expenses	24	83
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	862	482
Benefit from (provision for) income taxes	'	-6
(Losses) equity in earnings of consolidated subsidiaries	'	'
Net loss	862	476
Net income attributable to noncontrolling interests	49	-24
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	813	500
Eliminations [Member]	'	'
NET SERVICE FEE REVENUE	'	'
Service fee revenue, net of contractual allowances and discounts	'	'
Provision for bad debts	'	'
Net service fee revenue	'	'
Net Revenue under capitation arrangements	'	'
Total net revenue	'	'
OPERATING EXPENSES	'	'
Cost of operations	'	'
Depreciation and amortization	'	'
Loss on sale and disposal of equipment	'	'
Severance costs	'	'
Total operating expenses	'	'
INCOME FROM OPERATIONS	'	'
OTHER INCOME AND EXPENSES	'	'
Interest expense	'	'
Equity in earnings of joint ventures	'	'
Loss on early extinguishment of Senior Notes	'	'
Other (income) expenses	'	'
Total other income and expenses	'	'
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES	'	'
Benefit from (provision for) income taxes	'	'
(Losses) equity in earnings of consolidated subsidiaries	6,071	-4,826
Net loss	6,071	-4,826
Net income attributable to noncontrolling interests	'	'
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$6,071	($4,826)

7_SUPPLEMENTAL_GUARANTOR_INFOR4

7. SUPPLEMENTAL GUARANTOR INFORMATION (Details-Cash Flow) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	($12,375)	($1,366)
Depreciation and amortization	15,571	14,760
Provision for bad debt	6,893	6,822
Equity in earnings of consolidated subsidiaries	'	'
Distributions from consolidated subsidiaries	'	'
Equity in earnings of joint ventures	-1,067	-1,206
Distributions from joint ventures	1,866	1,921
Deferred rent amortization	343	433
Amortization of deferred financing cost	552	457
Write off of deferred loan costs due to refinance	665	0
Amortization of term loan and bond discount	616	400
Loss on sale and disposal of equipment	246	170
Loss on early extinguishment of Senior Notes	15,456	'
Stock-based compensation	1,025	952
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	-13,923	-11,782
Other current assets	-4,503	-5,099
Other assets	-575	-105
Deferred taxes	-4,536	'
Deferred revenue	-39	3
Accounts payable, accrued expenses and other	-11,075	8,861
Net cash provided by operating activities	-4,860	15,221
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	-360	-3,625
Purchase of property and equipment	-17,047	-12,926
Proceeds from sale of equipment	4	270
Proceeds from sale of joint venture interests	0	2,640
Equity contributions in existing joint ventures	-789	-724
Net cash used in investing activities	-18,192	-14,365
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	-1,929	-2,697
Proceeds from borrowings upon refinancing	210,000	0
Payments on Senior Notes	-204,468	0
Deferred financing costs	-6,650	'
Proceeds from, net of payments on, line of credit	18,100	1,500
Distributions to noncontrolling interests	-133	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	29	469
Net cash used in financing activities	14,949	-728
EFFECT OF EXCHANGE RATE CHANGES ON CASH	-18	-59
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	-8,121	69
CASH AND CASH EQUIVALENTS, beginning of period	8,412	362
CASH AND CASH EQUIVALENTS, end of period	291	431
Parent [Member]	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	-12,424	-1,342
Depreciation and amortization	'	'
Provision for bad debt	'	'
Equity in earnings of consolidated subsidiaries	12,424	1,342
Distributions from consolidated subsidiaries	'	'
Equity in earnings of joint ventures	'	'
Distributions from joint ventures	'	'
Deferred rent amortization	'	'
Amortization of deferred financing cost	'	'
Write off of deferred loan costs due to refinance	'	'
Amortization of term loan and bond discount	'	'
Loss on sale and disposal of equipment	'	'
Loss on early extinguishment of Senior Notes	'	'
Stock-based compensation	'	'
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	'	'
Other current assets	'	'
Other assets	'	'
Deferred taxes	'	'
Deferred revenue	'	'
Accounts payable, accrued expenses and other	'	'
Net cash provided by operating activities	'	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	'	'
Purchase of property and equipment	'	'
Proceeds from sale of equipment	'	'
Proceeds from sale of joint venture interests	'	'
Equity contributions in existing joint ventures	'	'
Net cash used in investing activities	'	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	'	'
Proceeds from borrowings upon refinancing	'	'
Payments on Senior Notes	'	'
Deferred financing costs	'	'
Proceeds from, net of payments on, line of credit	'	'
Distributions to noncontrolling interests	'	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	'	'
Net cash used in financing activities	'	'
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	'	'
CASH AND CASH EQUIVALENTS, beginning of period	'	'
CASH AND CASH EQUIVALENTS, end of period	'	'
Subsidiary Issuer [Member]	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	-12,424	-1,342
Depreciation and amortization	3,556	3,128
Provision for bad debt	1,428	1,385
Equity in earnings of consolidated subsidiaries	-5,540	-5,668
Distributions from consolidated subsidiaries	'	'
Equity in earnings of joint ventures	-53	'
Distributions from joint ventures	'	'
Deferred rent amortization	-18	156
Amortization of deferred financing cost	552	457
Write off of deferred loan costs due to refinance	665	'
Amortization of term loan and bond discount	616	400
Loss on sale and disposal of equipment	15	85
Loss on early extinguishment of Senior Notes	15,456	'
Stock-based compensation	256	238
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	'	'
Other current assets	4,401	-3,611
Other assets	-64	225
Deferred taxes	'	'
Deferred revenue	'	'
Accounts payable, accrued expenses and other	-38,301	7,957
Net cash provided by operating activities	-29,455	3,410
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	'	-350
Purchase of property and equipment	-435	-4,053
Proceeds from sale of equipment	'	145
Proceeds from sale of joint venture interests	'	'
Equity contributions in existing joint ventures	'	'
Net cash used in investing activities	-435	-4,258
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	11,740	-1,424
Proceeds from borrowings upon refinancing	210,000	'
Payments on Senior Notes	-204,468	'
Deferred financing costs	-6,650	'
Proceeds from, net of payments on, line of credit	18,100	1,500
Distributions to noncontrolling interests	'	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	29	469
Net cash used in financing activities	28,751	545
EFFECT OF EXCHANGE RATE CHANGES ON CASH	'	-59
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	-1,139	-362
CASH AND CASH EQUIVALENTS, beginning of period	'	362
CASH AND CASH EQUIVALENTS, end of period	'	'
Guarantor Subsidiaries [Member]	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	5,540	5,668
Depreciation and amortization	11,582	11,323
Provision for bad debt	4,061	4,217
Equity in earnings of consolidated subsidiaries	-813	-500
Distributions from consolidated subsidiaries	1,128	'
Equity in earnings of joint ventures	-1,014	-1,206
Distributions from joint ventures	1,866	1,921
Deferred rent amortization	316	254
Amortization of deferred financing cost	'	'
Write off of deferred loan costs due to refinance	'	'
Amortization of term loan and bond discount	'	'
Loss on sale and disposal of equipment	231	85
Loss on early extinguishment of Senior Notes	'	'
Stock-based compensation	769	714
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	-29,822	1,214
Other current assets	-9,056	-1,606
Other assets	-511	-330
Deferred taxes	-4,536	'
Deferred revenue	-39	3
Accounts payable, accrued expenses and other	43,882	-10,285
Net cash provided by operating activities	23,584	11,472
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	-360	-3,275
Purchase of property and equipment	-16,154	-8,847
Proceeds from sale of equipment	4	125
Proceeds from sale of joint venture interests	'	2,640
Equity contributions in existing joint ventures	-789	-724
Net cash used in investing activities	-17,299	-10,081
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	-13,249	-960
Proceeds from borrowings upon refinancing	'	'
Payments on Senior Notes	'	'
Deferred financing costs	'	'
Proceeds from, net of payments on, line of credit	'	'
Distributions to noncontrolling interests	'	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	'	'
Net cash used in financing activities	-13,249	-960
EFFECT OF EXCHANGE RATE CHANGES ON CASH	-18	'
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	-6,982	431
CASH AND CASH EQUIVALENTS, beginning of period	8,412	'
CASH AND CASH EQUIVALENTS, end of period	291	431
Non-Guarantor Subsidiaries [Member]	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	862	476
Depreciation and amortization	433	309
Provision for bad debt	1,404	1,220
Equity in earnings of consolidated subsidiaries	'	'
Distributions from consolidated subsidiaries	'	'
Equity in earnings of joint ventures	'	'
Distributions from joint ventures	'	'
Deferred rent amortization	45	23
Amortization of deferred financing cost	'	'
Write off of deferred loan costs due to refinance	'	'
Amortization of term loan and bond discount	'	'
Loss on sale and disposal of equipment	'	'
Loss on early extinguishment of Senior Notes	'	'
Stock-based compensation	'	'
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	15,899	-12,996
Other current assets	152	118
Other assets	'	'
Deferred taxes	'	'
Deferred revenue	'	'
Accounts payable, accrued expenses and other	-16,656	11,189
Net cash provided by operating activities	2,139	339
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	'	'
Purchase of property and equipment	-458	-26
Proceeds from sale of equipment	'	'
Proceeds from sale of joint venture interests	'	'
Equity contributions in existing joint ventures	'	'
Net cash used in investing activities	-458	-26
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	-420	-313
Proceeds from borrowings upon refinancing	'	'
Payments on Senior Notes	'	'
Deferred financing costs	'	'
Proceeds from, net of payments on, line of credit	'	'
Distributions to noncontrolling interests	-1,261	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	'	'
Net cash used in financing activities	-1,681	-313
EFFECT OF EXCHANGE RATE CHANGES ON CASH	'	'
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	'	'
CASH AND CASH EQUIVALENTS, beginning of period	'	'
CASH AND CASH EQUIVALENTS, end of period	'	'
Eliminations [Member]	'	'
CASH FLOWS FROM OPERATING ACTIVITIES	'	'
Net (loss) income	6,071	-4,826
Depreciation and amortization	'	'
Provision for bad debt	'	'
Equity in earnings of consolidated subsidiaries	-6,071	4,826
Distributions from consolidated subsidiaries	-1,128	'
Equity in earnings of joint ventures	'	'
Distributions from joint ventures	'	'
Deferred rent amortization	'	'
Amortization of deferred financing cost	'	'
Write off of deferred loan costs due to refinance	'	'
Amortization of term loan and bond discount	'	'
Loss on sale and disposal of equipment	'	'
Loss on early extinguishment of Senior Notes	'	'
Stock-based compensation	'	'
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:	'	'
Accounts receivable	'	'
Other current assets	'	'
Other assets	'	'
Deferred taxes	'	'
Deferred revenue	'	'
Accounts payable, accrued expenses and other	'	'
Net cash provided by operating activities	-1,128	'
CASH FLOWS FROM INVESTING ACTIVITIES	'	'
Purchase of imaging facilities	'	'
Purchase of property and equipment	'	'
Proceeds from sale of equipment	'	'
Proceeds from sale of joint venture interests	'	'
Equity contributions in existing joint ventures	'	'
Net cash used in investing activities	'	'
CASH FLOWS FROM FINANCING ACTIVITIES	'	'
Principal payments on notes and leases payable	'	'
Proceeds from borrowings upon refinancing	'	'
Payments on Senior Notes	'	'
Deferred financing costs	'	'
Proceeds from, net of payments on, line of credit	'	'
Distributions to noncontrolling interests	1,128	'
Purchase of non-controlling interests	'	'
Proceeds from issuance of common stock upon exercise of options/warrants	'	'
Net cash used in financing activities	1,128	'
EFFECT OF EXCHANGE RATE CHANGES ON CASH	'	'
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	'	'
CASH AND CASH EQUIVALENTS, beginning of period	'	'
CASH AND CASH EQUIVALENTS, end of period	'	'