Offer for outstanding 9⁷/8% Senior Subordinated Notes due 2017, in the aggregate principal amount of $310,000,000 (which we refer to as the "Old Notes") in exchange for up to $310,000,000 in aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2017 which have been registered under the Securities Act of 1933, as amended (which we refer to as the "Exchange Notes" and, together with the Old Notes, the "notes").

For a discussion of the specific risks that you should consider before tendering your outstanding Old Notes in the exchange offer, see "Risk Factors" beginning on page 21 of this prospectus.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Exchange Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer, we will make this prospectus available for use in connection with any such resale. See "Plan of Distribution."

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our 9⁷/8% Senior Subordinated Notes due 2017.

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E in the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "potential", "predict", "should", or "will" or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business", may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

As more fully described in this prospectus, on February 21, 2008, we consummated the merger of a wholly-owned subsidiary of Radiation Therapy Services Holdings, Inc. ("Parent") with and into Radiation Therapy Services, Inc. with Radiation Therapy Services, Inc. as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger"). The term "Predecessor" refers to our predecessor company, Radiation Therapy Services, Inc. prior to the Merger. The term "Successor" refers to Radiation Therapy Services Holdings, Inc. and its subsidiaries following the Merger.

The Merger was accounted for under the purchase method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under the purchase method of accounting, the Merger was treated as a purchase and the assets and liabilities so acquired were valued at their fair market value, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations." Therefore, the results of operations and other comprehensive income (loss), changes in equity and cash flow for the Predecessor and Successor periods are not comparable. Accordingly, our audited consolidated financial statements, included elsewhere in this prospectus include the consolidated accounts of the Successor as of December 31, 2009 and 2008 and for the year ended December 31, 2009 and the 313 day period ended December 31, 2008. For dates prior to February 22, 2008, our audited consolidated financial statements are of the Predecessor. These statements have been prepared using the Predecessor's basis in the assets and liabilities and the historical results of operations for periods prior to the Merger. Periods subsequent to February 22, 2008 have been prepared using the fair value basis of assets and liabilities acquired in the purchase transaction.

For comparison purposes between the Predecessor and the Successor periods, the financial data presented in "Prospectus Summary—Summary Historical Consolidated Financial and Other Data" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results

of Operations" includes unaudited year ended December 31, 2008 financial data, which was derived from our audited consolidated financial statements by combining the Predecessor period financial data and the Successor period financial data. This presentation is not consistent with generally accepted accounting principles in the United States ("GAAP"), and may yield results that are not strictly comparable on a period-to-period basis. Such results are not necessarily indicative of what the results for the full fiscal year 2008 would have been had the Merger not occurred.

In this prospectus, we rely on and refer to information and statistics regarding the radiation therapy services industry as well as the cancer treatment industry and, unless otherwise specified, our market share is based on our revenue rank among public and private radiation therapy services companies based on public filings with the SEC, industry presentations and industry research reports. Where possible, we obtained this information and these statistics from third-party sources, such as independent industry publications, government publications or reports by market research firms, including company research, trade interviews, and public filings with the SEC. Additionally, we have supplemented third-party information where necessary with management estimates based on our review of internal surveys, information from our customers and vendors, trade and business organizations and other contacts in markets in which we operate, and our management's knowledge and experience. However, these estimates are subject to change and are uncertain due to limits on the availability and reliability of primary sources of information and the voluntary nature of the data gathering process. As a result, you should be aware that industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the initial purchasers make any representation as to the accuracy or completeness of such information.

The operational data presented in this prospectus for the year ended December 31, 2008 is derived by combining the Predecessor period operational data and the Successor period operational data, and is not impacted by purchase accounting changes that affect the financial data.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

We have filed an application to own the rights to a copyright that protects the content of our "Gamma Function" software technology. Solely for convenience, the copyright referred to in this prospectus is listed without the © symbol, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our right to this copyright.

This summary highlights selected information contained in greater detail elsewhere in this prospectus and may not contain all of the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading "Risk Factors" and our audited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. References in this prospectus to "we", "us", "our" and "the Company" are references to Radiation Therapy Services, Inc. and its subsidiaries, consolidated professional corporations and associations and unconsolidated affiliates, unless the context requires otherwise. References in this prospectus to "our treatment centers" refer to owned, managed and hospital-based treatment centers. Additionally, references in this prospectus to "our radiation oncologists" refer to both those professionals employed by us and those employed by professional corporations in those treatment centers we manage, unless the context requires otherwise.

We are a leading provider of advanced radiation therapy services to cancer patients primarily in the United States. We offer a comprehensive range of radiation treatment alternatives, and focus on delivering academic-quality, cost-effective patient care in a personal and convenient setting. Our first radiation treatment center opened in 1983, and as of September 30, 2010, we owned or operated 99 treatment centers, 92 of which are freestanding facilities with the seven remaining facilities operated in partnership with hospitals and other groups. Our treatment centers, most of which operate under the 21st Century Oncology brand, are strategically clustered in 28 local markets in 16 states. We hold market leading positions in most of our local markets.

We believe we are the largest company in the United States focused principally on providing radiation therapy, and we believe our size provides us with competitive advantages. We have significant clinical and technological resources available within our national network of local providers, which assist our physicians in accessing the latest advances in research and technology and in delivering the most effective treatments to our patients. Our nationwide presence also enables us to implement best practices and share new ideas and information across our network. We are able to leverage our scale by recruiting, developing and training key clinical personnel. For instance, we operate our own dosimetry and radiation therapy schools and have an affiliated physics program. These in-house capabilities, combined with senior physician leadership, a premier medical board and substantive training and mentoring programs, have allowed us to deliver superior and innovative patient care with the highest quality standards across our centers. Furthermore, our operational infrastructure and network's size affords advantages in areas such as purchasing, recruiting, billing and information systems.

Our operating philosophy is centered upon using the latest available and most advanced technology, and employing leading radiation oncologists to deliver a variety of treatment options to our patients in each local market. To implement this philosophy, we invest in new software and equipment with the goal of equipping each local market with state-of-the-art technology that facilitates better clinical results. Through the use of advanced tools we can improve therapeutic outcomes by precisely targeting cancerous cells and tumors while sparing healthy, surrounding tissues and organs. We are also able to adapt and refine treatments as tumors shrink or change position. We have continued to attract and retain talented physicians and staff by providing opportunities to work in an environment that has a clinical and research focus, superior end-to-end resources, and high quality patient care. In addition, in certain local markets we have integrated with physicians in closely related medical specialties in order to provide a continuum of care for cancer patients. We have organized our Company into eight regional reporting units by geographic locations. We have eight regional directors that report to our Senior Vice President, Director of Regional Operations. Each regional director is responsible for the overall performance of their respective regions.

We have built a national platform of treatment centers while increasing both the revenue and profitability of the Company. Since the beginning of 2003, we have internally developed 26 treatment centers and acquired 40 existing treatment centers, and from 2007 to 2009, increased revenues at a compound annual growth rate of 15.9%. We believe that as our scale continues to increase, our network of collaborative care along with our operational and financial resources will not only differentiate us from many of our competitors, but will also enhance our attractiveness to patients, referral sources, potential employees and acquisition targets. For the year ended December 31, 2009, our total revenues were $524.5 million.

According to industry experts, the United States radiation therapy market was estimated to be approximately $8 billion in 2007. The market's growth is driven by the increasing number of cancer diagnoses and the development and use of increasingly effective technologies that enable more types of cancer-related tumors to be treated with radiation therapy. The American Cancer Society estimated that approximately 1.5 million new cancer cases were diagnosed in the United States in 2009. As the U.S. population ages, the number of cancer diagnoses is expected to continue to increase, as approximately 77% of all cancers are currently being diagnosed in people over the age of 55. Radiation therapy is a primary treatment method for cancer and, according to the American Society for Therapeutic Radiology and Oncology ("ASTRO"), nearly two-thirds of patients diagnosed with cancer receive radiation therapy during their illness. Radiation therapy's share of the cancer treatment market has increased as a result of new radiation therapy technologies that better target cancerous tumors and lead to fewer side effects as compared to other forms of treatment and to previous radiation therapy treatments.

Radiation therapy is used to treat the most common types of cancer, including prostate, breast and lung cancer. Radiation therapy uses high-energy particles or waves, such as x-rays, to destroy cancer cells by delivering high doses of radiation to the tumor through a special piece of equipment, known as a linear accelerator. In addition, when a cure is not possible, radiation therapy is often able to shrink tumors thereby reducing pressure or pain while also relieving other symptoms of the cancer to enhance a patient's quality of life.

Although the majority of cancer patients receive radiation therapy treatment, individuals diagnosed with cancer may also undergo surgery, chemotherapy and/or biological therapy. Physicians generally choose the appropriate treatment or combination of treatments based upon the type of cancer, its stage of development and where the cancer is located. Radiation therapy patients are usually referred to a treatment center or a radiation oncologist by urologists, breast surgeons, general oncologists and general surgeons, in addition to other sources.

Recent research and technological advances have produced new, advanced methods for radiation treatment. These advanced methods result in more effective treatments that deliver the necessary doses of radiation while minimizing the harm to healthy tissues that surround the tumor. This is accomplished by modulating the intensity across the tumor and reducing the amount of radiation leakage resulting in fewer side effects and complications as well as an enhanced quality of life. For instance, new stereotactic radiosurgery planning and equipment, combined with tumor tracking or respiratory gating techniques, allow cancers located in the lung and liver to be treated with significantly fewer high dose radiation treatments and higher control rates, which results in less dosage to normal lung or liver tissue and leads to fewer side effects than before. With the discovery of new, innovative means to deliver radiation therapy and the increasing awareness of advanced treatments with reduced side effects by patients and physicians, radiation therapy is expected to be a preferred method for treating cancer.

The radiation therapy market is highly fragmented. Currently, there are over 2,200 locations providing radiation therapy in the U.S., of which approximately 960 were freestanding, or non-hospital

based, treatment centers. Currently, approximately 30% of freestanding treatment centers are affiliated with the largest four provider networks, which includes Radiation Therapy Services, Inc.

We believe our radiation treatment centers are distinguishable from those of many of our competitors because we offer patients a full spectrum of radiation therapy alternatives, including many advanced treatment options that are not otherwise available in certain geographies or offered by other providers. Our radiation treatment services include external beam therapies, such as conformal beam treatment, intensity modulated radiation therapy and stereotactic radiosurgery, as well as internal radiation therapy such as high-dose and low-dose rate brachytherapy. In addition, we utilize various supplementary technologies, including image guided radiation therapy, Gamma Function, respiratory gating and 3-D conformal treatment planning to improve the effectiveness of the radiation treatments. Finally, we provide an array of complementary support services in the areas of psychological and nutritional counseling as well as transportation assistance, consistent with applicable regulatory guidelines. Radiation therapy services are typically reimbursed by government reimbursement sources such as Medicare and Medicaid, managed care organizations and other third party payers. We currently operate 92 freestanding treatment centers that are located in convenient community locations and, through the quarterly period ended September 30, 2010, we administered an average of nearly 1,850 treatments per day at these centers. In the seven hospital-based and other group treatment centers we operate, we generally provide professional services pursuant to long-term contracts with the hospitals.

Radiation therapy is given in one of two ways: externally or internally, with some cancers treated utilizing both radiation therapy approaches. External beam radiation therapy involves exposing the patient to an external source of radiation through the use of special equipment, most commonly a linear accelerator that directs radiation at the cancer. Most people undergoing radiation therapy for cancer are treated with external beam radiation therapy. A course of external beam radiation therapy typically ranges from 20 to 40 treatments. Treatments generally are given to a patient once per day with each session lasting for approximately 15 minutes. Internal radiation therapy, also called brachytherapy, involves the placement of the radiation source as close as possible to the cancer cells. The sealed source of radiation is usually implanted inside the body for a period of time through minimally invasive procedures using thin wires or plastic tubes.

The following table sets forth the forms of radiation therapy treatments and advanced services that we offer:

Technologies		Description

Stereotactic Radiosurgery		Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, stereotactic radiosurgery was used primarily for contained lesions of the brain but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers.
Internal Radiation Therapy
High-Dose Rate Remote Brachytherapy		Enables radiation oncologists to treat cancer by internally delivering higher doses of radiation directly to the cancer.
Low-Dose Rate Brachytherapy		Enables radiation oncologists to treat cancer by internally delivering lower doses of radiation directly to the cancer over an extended period of time (e.g., prostate seed implants).
Advanced Services Used with External Beam Treatment Therapies
Image Guided Radiation Therapy ("IGRT")		Enables radiation oncologists to utilize imaging at the time of treatment to localize tumors and to accurately mirror the contour of a tumor from any angle.
Gamma Function		Proprietary capability that for the first time enables measurement of the actual amount of radiation delivered during a treatment. Gamma Function also enables us to verify radiation delivery and compare it to the physician prescription and treatment plans. Further, it provides the physician with information to adjust for changes in tumor size and location, and ensures immediate feedback for adaption of future treatments as well as for quality assurance.
Respiratory Gating		Coordinates treatment beam activation with the respiratory motion of the patient, thereby permitting accurate delivery of radiation dosage to a tumor that moves with breathing, such as lung and liver cancers.
3-D Conformal Treatment Planning		Permits accurate, 3-dimensional rendering of the tumor and surrounding normal organs in order to facilitate an efficient treatment plan maximizing radiation exposure of cancerous tissue and minimizing exposure of healthy tissue.

We believe that the following competitive strengths have allowed us to achieve and maintain our position as a leading provider of radiation therapy:

National Platform with Strong Local Market Positions—We currently serve patients in 28 local markets across 16 states, including Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, South Carolina, Rhode Island and West Virginia. Most of our treatment centers are strategically clustered into regional networks (which we refer to as our local markets) in order to leverage our clinical and operational expertise over a larger patient population and maximize our investment in advanced technologies. For example, our local markets enable us to share scarce and expensive medical physicists, who are critical in the process of developing the radiation treatment plan for each patient as well as making sure the equipment is properly calibrated. We generally have two physicists at three to four treatment centers in each of our local markets (as opposed to in each treatment center) which increases resource utilization and provides enhanced treatment consistency. In addition, we are able to provide our patients with a full technological spectrum, including less common treatment alternatives, by equipping each of our local markets, as opposed to each treatment center, with the necessary technology and know-how and thus doing so on a more cost-effective basis. Our scale also allows us to serve as a center for leading clinical research and technological advances, which helps us attract and retain talented radiation oncologists, physicists and other professionals. Furthermore, our national platform, reputation, recruiting ability and market knowledge enable us to respond quickly and efficiently to new acquisition as well as internally developed ("de novo") opportunities. Since the beginning of 2003, we have acquired or developed 66 treatment centers and entered into 16 new local markets. Finally, our centralized approach to business functions such as purchasing, accounting, administration, billing and information technology enables us to leverage economies of scale in various direct and indirect costs.

Best in Class Clinical and Technological Platform—We believe that we have best in class technology, which allows us to provide the highest quality of care and clinically advanced treatment options to our patients. We periodically upgrade our equipment and technology, and we believe they will require minimal maintenance capital expenditures in the near future. We believe we are the market leader in the utilization of advanced technologies, such as IMRT, IGRT and our recently-developed Gamma Function. These technologies are more effective at treating many forms of cancer than other, older technologies such as conformal beam. Our continuous and early adoption of technology platforms has allowed us to implement and share technology and our knowledge across our centers very quickly and therefore enhance clinical expertise within the Company and the industry overall. Our Chief Technology Officer, who is certified in radiotherapy physics, has received numerous awards, serves as an adjunct professor and is a published author in a variety of fields and has spent 20 years in his current role with the Company managing 66 physicists and an internal radiation equipment development and maintenance team. Our Senior Vice President of Clinical Operations has been with the Company for 10 years and is a leading radiation oncologist who conducts radiation therapy research projects, publishes professional journal articles and presents at national cancer treatment meetings. These members of management and the teams that they lead provide both technical and clinical expertise throughout our network, enhancing the level of patient care, safety, and quality control. We feel our clinical and technological platform provides us with a significant competitive advantage in attracting new professional talent, upgrading equipment and operations of acquired centers, and the opportunity to distinguish ourselves with referral sources, payers and patients.

physician-led organization, we value superior training, research capabilities and mentoring. In addition to being educated and trained at some of the world's most prestigious and well recognized medical training centers and universities, our physicians have held positions in radiation oncology's elite research institutes, societies and regulatory bodies. These institutions and societies include ASTRO, American College of Radiation Oncology ("ACRO"), Association of Freestanding Radiation Oncology Centers ("AFROC") and Radiation Therapy Oncology Group. Our clinical leadership also publishes frequently as academic contributors, having co-authored numerous white papers, radiation therapy research projects, and empirical studies in a wide range of international and domestic medical journals. We attract and retain our existing physicians by:

Favorable Industry Dynamics—Cancer treatment is a large and growing market. In 2006, there were approximately 11.4 million people living with cancer or with a history of cancer in the United States. The market has been growing, with approximately 1.5 million new cases being diagnosed in the United States in 2009. Radiation therapy remains a core treatment for cancer with nearly two-thirds of cancer patients receiving radiation therapy during their illness. The U.S. radiation therapy market was estimated to be approximately $8 billion in 2007. We believe that several factors will contribute to the continued expansion of the cancer treatment market and increased utilization of radiation therapy as one of the primary treatment methods, including:

primary tool used to treat cancer. Additionally, our growth is attributable to our utilization of more advanced treatment technologies, which typically generates higher revenue growth and higher margins. In addition to stable and growing revenues, our base business includes characteristics that produce significant operating cash flow such as low operating costs and minimal working capital needs. The generation of operating cash flow allows us to either reinvest in our business through capital expenditures and growth initiatives and/or reduce indebtedness, each as determined by our business and financial strategies.

Strong Track Record of Successful Acquisitions and De Novo Facility Development—We have grown at a measured pace through a focused strategy of acquisitions and development of freestanding and hospital-based treatment centers. Since the beginning of 2003, we have acquired 40 treatment centers and have a successful track record of integrating our acquisitions as a result of our ability to leverage regional resources and technology, improve the mix of treatments, and put in place more favorable contracts for insurance and medical supplies that take advantage of our size. We have a deep corporate development team and unique market analysis software that enables us to proactively identify and prioritize acquisition targets based on demographics, payer landscape and competition, among other things. The radiation therapy market is highly fragmented, as approximately 30% of the market's freestanding centers are affiliated with the four largest provider networks, which includes Radiation Therapy Services, Inc. As a result, we believe our pipeline of potential targets is robust and acquisitions will remain a significant part of our core growth strategy. As a leading national platform company in the industry, we believe we are a preferred acquirer in light of the services and benefits we can offer.

Since the beginning of 2003, we have also developed 26 de novo treatment centers and we continue to seek opportunities to develop additional de novo treatment centers as a means to strengthen our local market share. De novo treatment centers allow us to penetrate underserved markets or extend our local network and typically require lower initial capital expenditures. De novo treatment centers typically generate positive cash flow within six months after opening in an existing market and twelve to fifteen months after opening in a new market.

Experienced and Committed Management Team and Equity Sponsor—Our senior management team, several of whom are practicing radiation oncologists, has extensive public and private sector experience in healthcare, in particular radiation oncology. Excluding our recently appointed Chief Financial Officer, our senior management team has been with us for an average of 17 years and averages approximately 24 years in the radiation therapy industry. Since 1999, members of our management team have helped to grow the Company from $56.4 million in total revenues to $524.5 million of total revenues for the year ended December 31, 2009. This growth has occurred both organically and through the integration of 49 treatment centers acquired since 1999. In addition, our equity sponsor, Vestar Capital Partners, Inc. ("Vestar"), has considerable experience making successful investments in a wide variety of industries, including healthcare.

We believe we are in a superior position relative to our competitors to capitalize on the opportunities in our market given our size, market locations, access to capital and clinical expertise as well as our experienced physician base and management team. The key elements to our strategy are:

thereby measuring the accuracy of the radiation delivery to the prescribed tumor site and giving the physician more frequent opportunities to re-design treatment plans during a course of an overall treatment regimen. Additionally, we verify every accelerator's output daily and voluntarily re-calibrate each machine annually using the services provided by the M.D. Anderson Radiation Physics Center at the University of Texas to ensure that our stringent quality control standards are met. We have a compliance program that is consistent with guidelines issued by the Office of Inspector General ("OIG") of the Department of Health and Human Services ("DHHS"). Our compliance team, led by a senior officer who has been with the Company since 2004, coupled with our in-house physics and maintenance departments, complements our front-end focus on employing the best physicians and using the most advanced technologies to provide our patients with superior care in a safe and quality-controlled environment.

Our treatment centers are designed to deliver high-quality radiation therapy in a patient-friendly environment and are generally located in convenient, community-based settings. We make every effort to see patients within 24 hours of a referral and to begin treatment as soon as possible thereafter. In addition, our radiation oncologists are available to patients at any time to discuss proposed treatments, possible side effects, and expected results of treatment. Finally, we offer support services in the areas of psychological and nutritional counseling as well as transportation assistance, consistent with applicable regulatory guidelines, each of which improves the patient experience. We believe our focus on patient service enhances the quality of care provided, differentiates us from other radiation therapy providers and strengthens our relationships with referring physicians.

Increase Revenue and Profitability of Our Existing Treatment Centers—We plan to continue to provide capital, support and technology to our existing centers to drive increased treatment volume, improve treatment mix, and leverage our strong market presence to generate operating efficiencies. We believe our scale and strategy of clustering treatment centers in local markets provide unique advantages for driving referrals, improving payer relationships and enhancing our clinical reputation, all of which lead to growth in patient volume. To drive increased operational efficiencies and increased profitability initiatives, in 2009 we refined our operating infrastructure to delineate between operating and clinical management at the senior management level. We now have eight regional directors each with separate responsibility for business operations within their region. In concert with a newly revamped clinical board staffed with internal and external thought leaders in radiation oncology, this has allowed us to identify, measure and execute on opportunities for expense reduction and enhanced profitability. As a result, in 2009, we identified and executed upon approximately $7.2 million in cost savings and operational efficiencies, of which approximately $2.2 million has already been realized. An example of one such initiative undertaken in 2009 was a more efficient approach to market optimization. Working with both the clinical and regional operations teams, we were able to recognize areas for improved technological coverage as well as identify a number of centers for closure as the existing patient volume could be serviced with a smaller, lower cost configuration of centers. Going forward, we believe this dual operating and clinical structure will not only continue to help us focus on increasing operating leverage but also more quickly facilitate the penetration of advanced technology and treatment methods across our centers, which enhances our overall treatment mix as newer technologies and treatments replace those that are older and less effective. We believe benefits resulting from leveraging our network of centers will continue to grow as we expand the platform through strategic acquisitions and internally developed treatment centers.

medical physicists, dosimetrists and radiation therapists. Further, we have consistently invested in industry-leading and revolutionary technologies, through partnerships with renowned research institutes, proprietary experimental research entities and other for-profit businesses. We have also, through our own research initiatives and resources, developed and implemented treatment technologies exclusive to the Company. For example, Gamma Function (more fully described above) is an in-house developed software tool that we use to measure the quality of radiation therapy delivered to our patients. Currently, we are exploring more formalized initiatives to use our vast amount of data to lead and support studies and programs measuring quality outcomes of various treatment protocols.

Expand Through Acquisitions—Acquisitions are an important part of our expansion plan, and we have invested in unique tools and a substantial infrastructure to capitalize on acquisition opportunities. We will seek to enter new local markets and grow our existing markets through the acquisition of established treatment centers with leading radiation oncologists, meaningful local market share and significant growth prospects. The foundation of our acquisition strategy is the implementation of our proven operating model at each of our newly acquired treatment centers. This includes upgrading existing equipment and technologies where applicable, enhancing treatment mix, introducing advanced therapies and services, providing clinical expertise and enabling our new physicians and patients to access our broad network of centers, contracts and resources. For example, our existing physicians and clinical experts are often able to educate the physicians at our acquired centers on the clinical benefits of using advanced technologies such as IMRT and IGRT, thereby increasing the penetration of these services in the center's overall treatment mix and resulting in higher average revenue per treatment, increased profitability and improved patient care. We are currently considering a number of acquisition opportunities, some of which could be material.

Develop New Treatment Centers in Existing and New Markets—We plan to develop treatment centers to expand our existing local markets and selectively enter new local markets. As of September 30, 2010, we have one replacement de novo treatment center under development. We have significant experience in the design and construction of radiation treatment centers, having internally developed 26 treatment centers since the beginning of 2003. In 2009, we opened de novo treatment centers in Hammonton, New Jersey; Indio, California; Fort Myers, Florida; Southbridge, Massachusetts; Gilbert, Arizona; Providence, Rhode Island and Yucca Valley, California, and in the first nine months of 2010, we opened de novo treatment centers in Pembroke Pines, Florida and Los Angeles, California. We evaluate potential expansion into new and existing local markets based on demographic characteristics, pre-existing relationships with physicians or hospitals, the competitive landscape and the payer and regulatory environments. Our newly-developed treatment centers typically achieve positive cash flow within six to fifteen months after opening, depending upon whether it is an existing or new market, and the use of third party organizations minimizes our up front capital requirements. We may also from time to time enter new local markets through strategic alliances and joint ventures.

Expand Through Affiliations with Other Oncologists and Specialists—In select local markets, it may be advantageous to affiliate with physicians in medical specialties that are not primarily focused on radiation oncology, but are involved in the continuum of care for cancer patients. We may pursue these affiliations when opportunities arise to provide our patients with a more comprehensive treatment team to better target and treat tumors. In these instances, we believe we can further strengthen both our clinical working relationships and our standing within the local medical community. We currently operate as a multi-specialty group practice in a limited number of our markets, principally with other oncologists, including gynecological and surgical oncologists, and in ten local markets with urologists.

We are considering the acquisition of Medical Developers, LLC. In connection with such acquisition, we would purchase the remaining 67% interest in Medical Developers, LLC. We would also purchase an additional 61% interest in the Guatemalan joint venture in which we currently own a 19% interest. See "Unaudited Pro Forma Condensed Combined Financial Information of Radiation Therapy Services Holdings, Inc." and "Certain Relationships and Related Party Transactions." We have not entered into a definitive agreement with respect to this acquisition, and there can be no assurance that this acquisition will be completed as contemplated or at all. The aggregate purchase price for this acquisition would be approximately $79.5 million.

Founded in 1988, Vestar is a leading global private equity firm specializing in management buyouts and growth capital investments. Vestar's investment in the Company was funded by Vestar Capital Partners V, L.P., a $3.7 billion fund which closed in 2006, and affiliates.

Since the firm's founding, Vestar has completed approximately 65 investments in the United States and Europe in companies with total value of approximately $30 billion. These companies have varied in size and geography and span a broad range of industries including healthcare, an area in which Vestar's principals have had meaningful experience. The firm's strategy is to invest behind incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way with the overriding goal of building long-term investment value.

Vestar currently manages funds totaling $7 billion and has offices in New York, Denver, Boston, Milan, Munich, and Paris. See "Certain Relationships and Related Party Transactions," "Security Ownership of Certain Beneficial Owners and Management" and the documents referred to herein for more information with respect to our relationship with Vestar.

The following chart summarizes our organizational structure and our principal indebtedness.

On April 20, 2010, we sold, through a private placement exempt from the registration requirements of the Securities Act, $310,000,000 of our 9⁷/8% Senior Subordinated Notes due 2017, all of which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.

Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the "Registration Rights Agreement"). Under the Registration Rights Agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical Notes, which will be issued in exchange for the Old Notes, to be filed with the United States Securities and Exchange Commission (the "SEC") and to complete the exchange offer within 365 days after the issue date of the Old Notes. We refer to the notes to be registered under this exchange offer registration statement as "Exchange Notes" and collectively with the Old Notes, we refer to them as the "notes" in this prospectus. You may exchange your Old Notes for Exchange Notes in this exchange offer. You should read the discussion under the headings "—Summary of Exchange Offer," "Exchange Offer" and "Description of Exchange Notes" for further information regarding the Exchange Notes.


Securities Offered		$310.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2017.
Exchange Offer		We are offering to exchange the Old Notes for a like principal amount at maturity of the Exchange Notes. Old Notes may be exchanged only in integral principal multiples of $1,000. The exchange offer is being made pursuant to the Registration Rights Agreement which grants the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
Expiration Date; Withdrawal of Tender		The exchange offer will expire 5:00 p.m., New York City time, on January 12, 2011, or a later time if we choose to extend this exchange offer in our sole and absolute discretion. You may withdraw your tender of Old Notes at any time prior to the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense as promptly as possible after the expiration or termination of the exchange offer.
Resales		We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:
		• you acquire the Exchange Notes in the ordinary course of business;


		• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;
		• you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act; and
		• you are not a broker-dealer.
		If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.
		Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer.
Conditions to the Exchange Offer		Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Old Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Old Notes held in the Form of Book-Entry Interests		The Old Notes were issued as global securities and were deposited upon issuance with Wells Fargo Bank, National Association which issued uncertificated depositary interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depositary Trust Company ("DTC").
		Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in DTC, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by DTC.


		You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the letter of transmittal that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "Exchange Offer." Your outstanding Old Notes must be tendered in multiples of $1,000.
		In order for your tender to be considered valid, the exchange agent must receive a confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at DTC, under the procedure described in this prospectus under the heading "Exchange Offer," on or before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
United States Federal Income Tax Considerations		The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States federal income tax purposes. See "Certain United States Federal Income Tax Considerations."
Use of Proceeds		We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.
Exchange Agent		Wells Fargo Bank, National Association is serving as the exchange agent for the exchange offer.
Shelf Registration Statement		In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.

If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently applicable to the Old Notes. In general, you may offer or sell your Old Notes only:

We do not currently intend to register the Old Notes under the Securities Act. Under some circumstances, however, holders of the Old Notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell Exchange Notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see "Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes" and "Description of Exchange Notes—Registration Rights."


Issuer		Radiation Therapy Services, Inc., a Florida corporation.
Notes Offered		$310.0 million aggregate principal amount of 9⁷/8% Senior Subordinated Notes due 2017.
Maturity Date		The Exchange Notes will mature on April 15, 2017.
Interest Payment Dates		April 15 and October 15, beginning on April 15, 2011.
Guarantees		The Exchange Notes will be guaranteed on an unsecured senior subordinated basis by Parent and each of our existing and future direct and indirect domestic subsidiaries that is a guarantor under our senior secured credit facilities. If we fail to make payments on the notes, our guarantors must make them instead.
Ranking		The Exchange Notes will be our unsecured senior subordinated obligations and will:
		• be subordinated in right of payment to our existing and future senior debt, including our senior secured credit facilities;
		• rank equally in right of payment to all of our future senior subordinated debt;
		• rank effectively junior to all of our existing and future secured debt (including our senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any of our subsidiaries that is not a guarantor of the Exchange Notes; and
		• rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Exchange Notes.
		Similarly, the Exchange Note guarantees will be unsecured senior subordinated obligations of the guarantors and will:
		• be subordinated in right of payment to all of the applicable guarantor's existing and future senior debt, including such guarantor's guarantee under our senior secured credit facilities;
		• rank equally in right of payment to all of the applicable guarantor's future senior subordinated debt;
		• be effectively junior to all of the applicable guarantor's existing and future secured debt (including such guarantor's guarantee under our senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Exchange Notes; and


		• rank senior in right of payment to all of the applicable guarantor's future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Exchange Notes.
Optional Redemption		We may redeem some or all of the Exchange Notes at any time on or after April 15, 2014, at the redemption prices set forth under "Description of Exchange Notes—Redemption—Optional Redemption" plus accrued interest on the Exchange Notes to the date of redemption.
		At any time prior to April 15, 2014, we may redeem the Exchange Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Exchange Notes redeemed, plus accrued and unpaid interest to the redemption date and a "make-whole" premium. See "Description of Exchange Notes—Redemption—Optional Redemption."
		In addition, we may redeem up to 35% of the original principal amount of the Exchange Notes using the new cash proceeds of certain equity offerings completed on or before April 15, 2013. See "Description of Exchange Notes—Redemption—Optional Redemption."
Change of Control		Upon the occurrence of a change of control, you will have the right, as holders of the Exchange Notes, to require us to repurchase some or all of your Exchange Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. See "Description of Exchange Notes—Change of Control."
Certain Covenants		The indenture governing the notes will contain covenants limiting our ability and the ability of our restricted subsidiaries to:
		• incur additional debt or issue preferred shares;
		• pay dividends on or make distributions in respect of our equity interest or make other restricted payments;
		• sell certain assets;
		• create liens on certain assets to secure debt;
		• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
		• enter into certain transactions with our affiliates; and
		• designate our subsidiaries as unrestricted subsidiaries.
		These covenants are subject to a number of important limitations and exceptions. See "Description of Exchange Notes—Certain Covenants."

Our principal executive offices are located at 2270 Colonial Boulevard, Fort Myers, Florida 33907 and our telephone number is (239) 931-7275. Our website can be found on the Internet at www.rtsx.com. Information on our website is not deemed to be a part of this prospectus.

The following tables set forth our summary historical consolidated financial and other data as of and for the dates indicated. The summary historical consolidated financial and other data presented below for the year ended December 31, 2007 (Predecessor), the period from January 1 to February 21, 2008 (Predecessor), the period from February 22 to December 31, 2008 (Successor) and the year ended December 31, 2009 (Successor) are derived from our audited consolidated financial statements, included elsewhere in this prospectus. The summary historical consolidated financial and other data presented below for the nine months ended September 30, 2009 and 2010 (Successor) are derived from our unaudited condensed consolidated financial statements, included elsewhere in this prospectus. All adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature. Interim results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

As a result of the purchase accounting treatment applied for the Merger, our audited consolidated financial statements include the consolidated accounts of the Successor as of December 31, 2009 and 2008 and for the year ended December 31, 2009 and the 313-day period ended December 31, 2008. For dates prior to February 22, 2008, our audited consolidated financial statements are of the Predecessor. These statements have been prepared using the Predecessor's basis in the assets and liabilities and the historical results of operations for periods prior to the Merger. Periods on and subsequent to February 22, 2008 have been prepared using our basis in the assets and liabilities acquired in the purchase transaction.

The summary historical consolidated financial and other data presented below includes the unaudited year ended December 31, 2008 (Combined) financial data, which was derived by combining our audited consolidated financial statements from the Predecessor period financial data with the audited consolidated financial statements from the Successor period financial data. This presentation is not consistent with GAAP, and may yield results that are not strictly comparable on a period-to-period basis. Such results are not necessarily indicative of what the results for the full fiscal year 2008 would have been had the Merger not occurred.

The following summary historical consolidated financial and other data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying notes and our unaudited condensed consolidated financial statements and the accompanying notes, included elsewhere in this prospectus, and the information under "Selected Historical Consolidated Financial Data", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included in this prospectus.

				Predecessor						Successor						Successor

				Predecessor						Successor			Combined			Successor
							Period from January 1 to February 21, 2008			Period from February 22 to December 31, 2008			Combined						Nine Months Ended September 30,
													Year Ended December 31, 2008 (unaudited)
				Year Ended December 31, 2007												Year Ended December 31, 2009
				Year Ended December 31, 2007												Year Ended December 31, 2009			2009			2010
				(dollars in thousands)
																			(unaudited)
Statement of Operations Data:
	Net patient service revenue			$	381,586		$	76,927		$	413,305		$	490,232		$	517,646		$	390,908		$	400,587
	Other revenue				8,595			1,179			5,864			7,043			6,838			5,292			5,853

Total revenues					390,181			78,106			419,169			497,275			524,484			396,200			406,440
		Salaries and benefits			203,408			42,209			206,159			248,368			259,532			196,570			205,975
		Medical supplies			12,982			2,924			32,545			35,469			45,361			34,901			31,512
		Facility rent expense			10,877			2,269			13,783			16,052			22,106			16,639			19,955
		Other operating expenses			17,896			3,102			17,027			20,129			24,398			18,405			20,133
		General and administrative expenses			45,656			20,340			43,393			63,733			54,537			41,769			46,438
		Depreciation and amortization			25,776			5,347			32,609			37,956			46,416			34,242			34,233
		Provision for doubtful accounts			9,648			3,789			17,896			21,685			12,871			11,896			8,387
		Interest expense, net			19,726			4,721			55,100			59,821			62,502			47,093			44,603
		Loss of sale of assets of a radiation treatment center			—			—			—			—			—			—			1,903
		Gain on sale of interest in a radiation practice			—			—			(3,113	)		(3,113	)		—			—			—
		Termination of professional services agreement			—			—			7,000			7,000			—			—			—
		Loss on sale of real estate			—			—			1,036			1,036			—			—			—
		Early extinguishment of debt			—			3,688			—			3,688			—			—			10,947
		Impairment loss			1,568			—			—			—			3,474			—			—

			Total expenses		347,537			88,389			423,435			511,824			531,197			401,515			424,086
Income (loss) before income taxes					42,644			(10,283	)		(4,266	)		(14,549	)		(6,713	)		(5,315	)		(17,646	)
Income tax expense (benefit)					15,525			570			(1,413	)		(843	)		1,002			(1,158	)		(6,148	)

Net income (loss)					27,119			(10,853	)		(2,853	)		(13,706	)		(7,715	)		(4,157	)		(11,498	)
Net income attributable to non-controlling interest					(1,211	)		(19	)		(2,483	)		(2,502	)		(1,835	)		(1,202	)		(1,657	)

Net income (loss) attributable to Radiation Therapy Services Holdings, Inc. shareholder				$	25,908		$	(10,872	)	$	(5,336	)	$	(16,208	)	$	(9,550	)	$	(5,359	)	$	(13,155	)

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in the notes. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

We have, and upon consummation of the exchange offer, we will continue to have $592.7 million of total debt outstanding and approximately $74.5 million of additional borrowing available under our senior secured credit facilities (excluding issued and undrawn letters of credit). Subject to the limits contained in the indenture governing the notes and our senior secured credit facilities, we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our high level of debt could have important consequences to the holders of the notes, including the following:

Our ability to make scheduled payments on and to refinance our indebtedness, including the notes, depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the international banking and capital markets. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, including the notes, to refinance our debt or to fund our other liquidity needs. If we are unable to meet our debt obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, including the notes, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We will have the right to incur substantial additional indebtedness in the future. The terms of our senior secured credit facilities and the indenture governing our notes restrict, but do not in all circumstances, prohibit us from doing so. All existing and future borrowings under our senior secured credit facilities will rank senior to the notes. Under the instruments governing our debt, we are permitted to incur substantial additional debt that ranks equal with the notes. Any additional debt may be governed by indentures or other instruments containing covenants that could place restrictions on the operation of our business and the execution of our business strategy in addition to the restrictions on our business already contained in the agreements governing our existing debt. Because any decision to issue debt securities or enter into new debt facilities will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future debt financings and whether we may be required to accept unfavorable terms for any such financings.

Your right to receive payments on the notes will be junior to the rights of the lenders under our senior secured credit facilities and all of our other senior debt and any of our future senior debt.

The notes will be unsecured senior subordinated obligations that will rank junior in right of payment to all of our existing and future senior indebtedness. We have, and upon consummation of the exchange offer, we will continue to have approximately $292.6 million of senior indebtedness outstanding.

We may not pay principal, premium, if any, interest or other amounts on account of the notes in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including the senior notes and borrowings under our senior secured credit facilities, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to certain of our senior indebtedness, we may not be permitted to pay any amount on account of the notes for a designated period of time.

Because of the subordination provisions in the notes, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the notes until we have made all payments in cash on our senior indebtedness. Sufficient assets may not remain after all these payments have been made to make any payments on the notes, including payments of principal or interest when due.

The notes will be structurally subordinated to all liabilities of our non-guarantor subsidiaries.

The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries that are not guaranteeing the notes. The indenture governing the notes and our senior secured credit facilities will permit our non-guarantor subsidiaries to incur additional indebtedness, and under certain circumstances such indebtedness could be substantial. In addition, the indenture will not limit the transfer of funds to, or the making of investments in, our non-guarantor subsidiaries. These non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. For the nine months ended September 30, 2010, the subsidiaries that are not guaranteeing the notes had total revenues of approximately $109.3 million, held $73.0 million of our total assets and had $18.8 million of liabilities. Any right that we or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or

reorganization of any of our non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us.

The indenture governing the notes and our senior secured credit facilities impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities.

The indenture governing the notes and our senior secured credit facilities imposes significant operating and financial restrictions on us. These restrictions will limit our ability, among other things, to:

As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture.

Upon the occurrence of specific kinds of change of control events, the indenture governing the notes requires us to make an offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to make the required repurchase of the notes. In addition, restrictions under our senior secured credit facilities and our other senior debt may not allow us to repurchase the notes upon a change of control. If we could not refinance such senior debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the notes, which would constitute an event of default under the indenture. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of Exchange Notes—Change of Control."

It is also possible that the events that constitute a change of control under the indenture could also be an event of default under our senior secured credit facilities. These events may permit the lenders under our senior secured credit facilities to accelerate the indebtedness outstanding thereunder. If we are required to repurchase the notes pursuant to a change of control offer and repay certain amounts outstanding under our senior secured credit facilities if such indebtedness is accelerated, we would probably require third-party financing. We cannot be sure that we would be able to obtain third-party financing on acceptable terms, or at all.

There is no established trading market and we do not know if a market will develop for the notes, which may reduce their market price.

The Exchange Notes are a new issue of securities and there is no established trading market for them, or for the Old Notes. We do not intend to apply for the notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. The initial purchasers have advised us that they intend to make a market in the notes, but they are not obligated to do so and may discontinue any market making in the notes at any time, in their sole discretion. You may not be able to sell your notes at a particular time or at favorable prices. As a result, we cannot assure you as to the liquidity of any trading market for the Exchange Notes. Accordingly, you may be required to

bear the financial risk of your investment in the notes indefinitely. If a trading market were to develop, future trading prices of the Exchange Notes may be volatile and will depend on many factors, including:

In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes. The market for the Exchange Notes, if any, may be subject to similar disruptions that could adversely affect their value. In addition, subsequent to their initial issuance to tendering holders of the Old Notes in the exchange offer, the Exchange Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Holders of Old Notes who fail to exchange their Old Notes in the exchange offer will continue to be subject to restrictions on transfer.

If you do not exchange your Old Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. For further information regarding the consequences of tendering your Old Notes in the exchange offer, see the discussion below under the caption "Exchange Offer—Consequences of Failure to Exchange."

You must comply with the exchange offer procedures in order to receive new, freely tradable Exchange Notes.

Delivery of Exchange Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Old Notes into the exchange agent's account at DTC, as depositary, including an Agent's Message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Exchange Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See "Exchange Offer—Procedures for Tendering Old Notes" and "Exchange Offer—Consequences of Failure to Exchange."

Some holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If a bankruptcy petition were filed by or against us, holders of notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the notes.

If a bankruptcy petition were filed by or against us under Title 11 of the United States Code, as amended (the "Bankruptcy Code") after the issuance of the notes, the claims by any holder of notes for the principal amount of the notes may be limited to an amount equal to the sum of: the original issue price for the notes and that unpaid portion of any original issue discount ("OID") that does not constitute "unmatured interest" for purposes of the Bankruptcy Code.

Any OID that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of notes under these circumstances may receive a lesser amount than they would be entitled to receive under the terms of the indenture governing the notes, even if sufficient funds are available.

We are indirectly owned and controlled by Vestar and its interests may conflict with yours as a creditor.

Vestar indirectly controls approximately 83% of the Class A voting equity units of RT Investments, which controls Parent, and which in turn controls the Company. As a result, they have the power to elect a majority of the Company's board of directors and effectively have control over major decisions regardless of whether noteholders believe that any such decisions are in their own best interests. The interests of Vestar as an equity holder may conflict with your interests as a noteholder. Vestar may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition and affect our ability to make payments on the notes. In addition, Vestar may have an interest in pursuing acquisitions, divestitures, financings or other transactions that it believes could enhance its equity investments even though such transactions might involve risks to you as a noteholder.

We depend on payments from government Medicare and, to a lesser extent, Medicaid programs for a significant amount of our revenue. Our business could be materially harmed by any changes that result in reimbursement reductions.

Our payer mix is concentrated with Medicare patients due to the high proportion of cancer patients over the age of 65. We estimate that approximately 51%, 47%, 44% and 47% of our net patient service revenue for the twelve months ended December 31 2007, 2008, 2009 and for the nine months ended September 30, 2010, respectively, consisted of payments from Medicare and Medicaid. Only a small percentage of that revenue resulted from Medicaid payment. These government programs generally reimburse us on a fee-for-service basis based on predetermined government reimbursement rate schedules. As a result of these reimbursement schedules, we are limited in the amount we can record as revenue for our services from these government programs. The Centers for Medicare & Medicaid Services ("CMS") can change these schedules and therefore the prices that the agency pays for these services. In addition, if our operating costs increase, we will not be able to recover these costs from government payers. As a result, our financial condition and results of operations may be adversely affected by changes in reimbursement for Medicare reimbursement. Various state Medicaid programs also have recently reduced Medicaid payments to providers based on state budget reductions. Although Medicaid reimbursement encompasses only a small portion of our business, there can be no certainty as to whether Medicaid reimbursement will increase or decrease in the future and what affect, if any, this will have on our business.

In July 2009, in response to a study of diagnostic imaging by the Medicare Payment Advisory Commission, CMS initially proposed that 2010 Medicare reimbursement rates for radiation oncology be significantly reduced, primarily caused by increasing the assumed equipment utilization factors from 50% to 90% for equipment with a cost of $1 million or greater which includes both diagnostic imaging

and radiation oncology. The final 2010 Medicare rates promulgated by CMS applied such increased equipment utilization factor only to diagnostic imaging, and therefore, did not impact radiation oncology. CMS in its 2011 Medicare Physician Fee Schedule posted November 2, 2010, similarly does not revise the equipment utilization factor for radiation oncology. There can be no assurance, however, that CMS will not revisit radiation oncology's equipment utilization assumption at some time in the future or that any resulting adjustment to the rates paid to radiation oncology services will not be material.

Medicare reimbursement rates for all procedures under Medicare are determined by a formula which takes into account a conversion factor ("CF") which is updated on an annual basis based on the sustainable growth rate ("SGR"). In 2010, the CF was scheduled to decrease 21.2% from its rate in 2009. Congress has, however, passed several pieces of legislation during 2010 to suspend the reduction through November 30, 2010, most recently pursuant to the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 ("H.R. 3962") signed into law on June 25, 2010. H.R. 3962 also provides an increase of 2.2% to the CF retrospective to June 1, 2010 and extending through November 30, 2010. On November 2, 2010, CMS released its final 2011 Medicare Physician Fee Schedule, which calculates a total reduction of 24.9% to be effective as of January 1, 2011. Accordingly, unless Congress acts to delay or amend this result, the CF is scheduled to decrease by 21.2% beginning December 1, 2010 (as compared to the 2009 CF that remained in place through May 2010), and by a total of 24.9% beginning January 1, 2011. On November 18, 2010, the Senate passed "The Physician Payment and Therapy Relief Act of 2010," which would postpone the 21.2% reduction until January 1, 2011 if this bill also passes the House and is signed by President Obama. If future reductions to the SGR are not suspended temporarily or through a permanent "doctor fix", the decrease in the related conversion factor will have a significant adverse impact on our business.

Reforms to the United States healthcare system may adversely affect our business.

National healthcare reform remains a focus at the federal level. On March 21, 2010, the House of Representatives passed the Patient Protection and Affordable Care Act, and the corresponding reconciliation bill. President Obama signed the larger comprehensive bill into law on March 23, 2010 and the reconciliation bill on March 30, 2010 (collectively, the "Health Care Reform Act"). The comprehensive $940 billion dollar overhaul is expected to extend coverage to approximately 32 million previously uninsured Americans.

A significant portion of our patient volume is derived from government healthcare programs, principally Medicare, which are highly regulated and subject to frequent and substantial changes. We anticipate the Health Care Reform Act will significantly affect how the healthcare industry operates in relation to Medicare, Medicaid and the insurance industry. The Health Care Reform Act contains a number of provisions, including those governing fraud and abuse, enrollment in federal healthcare programs, and reimbursement changes, which will impact existing government healthcare programs and will result in the development of new programs, including Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program. We can give no assurance that the Health Care Reform Act will not adversely affect our business and financial results, and we cannot predict how future federal or state legislative or administrative changes relating to healthcare reform would affect our business.

If payments by managed care organizations and other commercial payers decrease, our revenue and profitability could be adversely affected.

We estimate that approximately 47%, 52%, 55% and 51% of our net patient service revenue for the twelve months ended December 31 2007, 2008, 2009 and for the nine months ended September 30, 2010 respectively, was derived from commercial payers such as managed care organizations and private health insurance programs as well as individuals. As of December 31, 2009, we have over 1,200

contracts with commercial payers. These commercial payers generally pay us for the services rendered to an insured patient based upon predetermined rates. Managed care organizations typically pay at lower rates than private health insurance programs. While commercial payer rates are generally higher than government program reimbursement rates, commercial payer rates are based in part on Medicare reimbursement rates and when Medicare rates are lowered, commercial rates are often lowered as well. If managed care organizations and other private insurers reduce their rates or we experience a significant shift in our revenue mix toward certain additional managed care payers or Medicare or Medicaid reimbursements, then our revenue and profitability may decline and our operating margins will be reduced. Nongovernment payers, including managed care payers, continue to demand discounted fee structures, and the trend toward consolidation among nongovernment payers tends to increase their bargaining power over fee structures. Our future success will depend, in part, on our ability to retain and renew our managed care contracts as well as enter into new managed care contracts on terms favorable to us. Any inability to maintain suitable financial arrangements with commercial payers could have a material adverse impact on our business.

The United States economy has weakened significantly. Depressed consumer spending and higher unemployment rates continue to pressure many industries and geographic locations. During economic downturns, governmental entities often experience budget deficits as a result of increased costs and lower than expected tax collections. These budget deficits may force federal, state and local government entities to decrease spending for health and human service programs, including Medicare, Medicaid and similar programs, which represent significant payer sources for our treatment centers. Other risks we face from general economic weakness include potential declines in the population covered under managed care agreements, patient decisions to postpone or cancel elective procedures as well as routine diagnostic examinations, potential increases in the uninsured and underinsured populations and further difficulties in our collecting patient co-payment and deductible receivables.

Due to the rising costs of managed care premiums and co-pay amounts, coupled with the current economic environment, we may realize an increased exposure to bad debt due to patients' inability to pay for certain forms of cancer treatment.

As more patients become uninsured as a result of job losses or receive reduced coverage as a result of cost-control measures by employers to offset the increased costs of managed care premiums, patients are becoming increasingly responsible for the rising costs of treatment, which is increasing our exposure to bad debt. This also relates to patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement, but patient responsibility amounts (deductibles and co-payments) remain outstanding. The shifting responsibility to pay for care has, in some instances, resulted in patients electing not to receive certain forms of cancer treatment.

In response to this environment, we have improved our processes associated with verification of insurance eligibility and patient responsibility payment programs. In addition, we have improved our patient financial counseling efforts and developed tools to monitor our progress in this area. However, a continuation of the trends that have resulted in an increasing proportion of accounts receivable being comprised of uninsured accounts and a deterioration in the collectability of these accounts will adversely affect our cash flows and results of operations.

We depend on recruiting and retaining radiation oncologists and other qualified healthcare professionals for our success.

Our success is dependent upon our continuing ability to recruit, train and retain or affiliate with radiation oncologists, physicists, dosimetrists and radiation therapists. While there is currently a national shortage of these healthcare professionals, we have not experienced significant problems

attracting and retaining key personnel and professionals in the recent past. We face competition for such personnel from other healthcare providers, research and academic institutions, government entities and other organizations. In the event we are unable to recruit and retain these professionals, such shortages could have a material adverse effect on our ability to grow. Additionally, many of our senior radiation oncologists, due to their reputations and experience, are very important in the recruitment and education of radiation oncologists. The loss of any such senior radiation oncologists could negatively impact us.

Most of our approximately 100 radiation oncologists are employed under employment agreements which, among other things, provide that the radiation oncologists will not compete with us (or the professional corporations contracting with us) for a period of time after their employment terminates. Such covenants not to compete are enforced to varying degrees from state to state. In most states, a covenant not to compete will be enforced only to the extent that it is necessary to protect the legitimate business interest of the party seeking enforcement, that it does not unreasonably restrain the party against whom enforcement is sought and that it is not contrary to the public interest. This determination is made based upon all the facts and circumstances of the specific case at the time enforcement is sought. It is unclear whether our interests under our administrative services agreements will be viewed by courts as the type of protected business interest that would permit us or the professional corporations to enforce a non-competition covenant against the radiation oncologists. Since our success depends in substantial part on our ability to preserve the business of our radiation oncologists, a determination that these provisions are unenforceable could have a material adverse effect on us.

We depend on our senior management and we may be materially harmed if we lose any member of our senior management.

We are dependent upon the services of our senior management, especially Daniel E. Dosoretz, M.D., our Chief Executive Officer, President and a director on the Company's board of directors, Daniel H. Galmarini, our Chief Technology Officer, Constantine A. Mantz, M.D., our Senior Vice President of Clinical Operations, and Eduardo Fernandez, M.D. Ph.D., Senior Vice President, Director of Regional Operations. We have entered into executive employment agreements with certain members of our senior management, including Dr. Dosoretz. Because these members of our senior management team have been with us for over 10 years and have contributed greatly to our growth, their services would be very difficult, time consuming and costly to replace. We carry key-man life insurance on Dr. Dosoretz. The loss of key management personnel or our inability to attract and retain qualified management personnel could have a material adverse effect on us. A decision by any of these individuals to leave our employ, to compete with us or to reduce their involvement, could have a material adverse effect on our business.

We may not be able to grow our business effectively or successfully implement our growth plans if we are unable to recruit additional management and other personnel.

Our ability to continue to grow our business effectively and successfully implement our growth strategy is highly dependent upon our ability to attract and retain qualified management employees and other key employees. We believe there are a limited number of qualified people in our business and the industry in which we compete. As such, there can be no assurance that we will be able to identify and retain the key personnel that may be necessary to grow our business effectively or successfully implement our growth strategy. If we are unable to attract and retain talented personnel it could limit our ability to grow our business.

Radiation therapy is a highly competitive business in each market in which we operate. Our treatment centers face competition from hospitals, other medical practitioners and other operators of radiation treatment centers. There is a growing trend of physicians in specialties other than radiation oncology, such as urology, entering the radiation treatment business. If this trend continues it could harm our referrals and our business. Certain of our competitors have longer operating histories and greater financial and other resources than us. In addition, in states that do not require a certificate of need for the purchase, construction or expansion of healthcare facilities or services, competition in the form of new services, facilities and capital spending is more prevalent. If our competitors are better able to attract patients, recruit physicians, expand services or obtain favorable managed care contracts at their facilities than our centers, we may experience an overall decline in patient volume. In the event that we are not able to compete successfully, our business may be adversely affected and competition may make it more difficult for us to affiliate with or employ additional radiation oncologists on terms that are favorable to us.

We could be the subject of governmental investigations, claims and litigation.

Healthcare companies are subject to numerous investigations by various governmental agencies. Further, under the False Claims Act, private parties have the right to bring "qui tam", or "whistleblower", suits against companies that knowingly submit false claims for payments to, or improperly retain overpayments from, the government. The False Claims Act imposes penalties of not less than $5,500 and not more than $11,000, plus three times the amount of damages which the government sustains because of the submission of a false claim. In addition, if we are found to have violated the False Claims Act, we could be excluded from participation in Medicare, Medicaid and other federal healthcare programs. Some states have adopted similar state whistleblower and false claims provisions. Certain of our individual facilities have received, and other facilities may receive, inquiries from federal and state agencies related to potential False Claims Act liability. Depending on whether the underlying conduct in these or future inquiries or investigations could be considered systemic, their resolution could have a material, adverse effect on our financial position, results of operations and liquidity.

Governmental agencies and their agents, such as the Medicare Administrative Contractors, fiscal intermediaries and carriers, as well as the OIG, CMS and state Medicaid programs, conduct audits of our healthcare operations. Private payers may conduct similar post-payment audits, and we also perform internal audits and monitoring. Depending on the nature of the conduct found in such audits and whether the underlying conduct could be considered systemic, the resolution of these audits could have a material adverse effect on our financial position, results of operations and liquidity.

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 ("MMA") established the Recovery Audit Contractor ("RAC") three-year demonstration program to conduct post-payment reviews to detect and correct improper payments in the fee-for-service Medicare program. The Tax Relief and Health Care Act of 2006 made the RAC program permanent and mandated its nationwide expansion by 2010. CMS has awarded contracts to four RACs that are implementing the permanent RAC program on a nationwide basis. In addition, CMS employs Medicaid Integrity Contractors ("MICs") to perform post-payment audits of Medicaid claims and identify overpayments. Throughout 2010, MIC audits will continue to expand. In addition to MICs, several other contractors, including the state Medicaid agencies, have increased their review activities. Should we be found out of compliance with any of these laws, regulations or programs, depending on the nature of the findings, our business, our financial position and our results of operations could be negatively impacted.

We may be subject to actions for false claims, which could harm our business, if we do not comply with government coding and billing rules.

If we fail to comply with federal and state documentation, coding and billing rules, we could be subject to criminal and/or civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs, which could harm us. We estimate that approximately 51%, 47%, 44% and 47% of our net patient service revenue for the twelve months ended December 31 2007, 2008, 2009 and for the nine months ended September 30, 2010, respectively, consisted of payments from Medicare and Medicaid programs. In billing for our services to third-party payers, we must follow complex documentation, coding and billing rules. These rules are based on federal and state laws, rules and regulations, various government pronouncements, and on industry practice. Failure to follow these rules could result in potential criminal or civil liability under the False Claims Act, under which extensive financial penalties can be imposed. It could further result in criminal liability under various federal and state criminal statutes. We submit thousands of claims for Medicare and other payments and there can be no assurance that there have not been errors. While we carefully and regularly review our documentation, coding and billing practices as part of our compliance program, the rules are frequently vague and confusing and we cannot assure that governmental investigators, private insurers or private whistleblowers will not challenge our practices. Such a challenge could result in a material adverse effect on our business.

If we fail to comply with the federal anti-kickback statute, we could be subject to criminal and civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs, which could materially harm us.

A provision of the Social Security Act, commonly referred to as the federal anti-kickback statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, purchasing or arranging for or recommending the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The federal anti-kickback statute is very broad in scope, as remuneration includes the transfer of anything of value, in cash or in kind. Financial relationships covered by this statute can include any relationship where remuneration is provided for referrals including payments not commensurate with fair market value, whether in the form of space, equipment leases, professional or technical services or anything else of value. As it is an "intent-based" statute, as detailed in federal court precedent, one or both parties must intend the remuneration to be in exchange for or to induce referrals. Violations of the federal anti-kickback statute may result in substantial civil or criminal penalties, including criminal fines of up to $25,000, imprisonment of up to five years, civil penalties under the Civil Monetary Penalties Law of up to $50,000 for each violation, plus three times the remuneration involved, civil penalties under the federal False Claims Act of up to $11,000 for each claim submitted, plus three times the amounts paid for such claims and exclusion from participation in the Medicare and Medicaid programs. This participation exclusion, if applied to us or one or more of our subsidiaries or affiliates, could result in significant reductions in our revenues and could have a material adverse effect on our business.

In addition, most of the states in which we operate, including Florida, have also adopted laws, similar to the federal anti-kickback statute, that prohibit payments to physicians in exchange for referrals, some of which apply regardless of whether the source of payment is a government payer or a private payer. These statutes typically impose criminal and civil penalties as well as loss of licenses.

Under a provision of the federal Civil Monetary Penalties Law, civil monetary penalties (and exclusion) may be imposed on any person who offers or transfers remuneration to any patient who is a Medicare or Medicaid beneficiary, when the person knows or should know that the remuneration is likely to induce the patient to receive medical services from a particular provider. This broad provision applies to many kinds of inducements or benefits provided to patients, including complimentary items, services or transportation that are of more than a nominal value. We have reviewed our practices of

providing services to our patients, and have structured those services in a manner that we believe complies with the law and its interpretation by government authorities. We cannot provide assurances, however, that government authorities will not take a contrary view and impose civil monetary penalties and exclude us for past or present practices.

If we fail to comply with physician self-referral laws as they are currently interpreted or may be interpreted in the future, or if other legislative restrictions are issued, we could incur a significant loss of reimbursement revenue.

We are subject to the federal Stark Law, as well as similar state statutes and regulations, which bans payments for designated health services ("DHS") rendered as a result of referrals by physicians to DHS entities with which the physicians (or immediate family members) have a financial relationship. DHS includes but is not limited to radiation therapy, radiology and laboratory services. A "financial relationship" includes investment and compensation arrangements, both direct and indirect. The regulatory framework of the Stark Law is to first prohibit all referrals from physicians to entities for Medicare DHS and then to except certain types of arrangements from that broad general prohibition.

State self-referral laws and regulations vary significantly based on the state and, in many cases, have not been interpreted by courts or regulatory agencies. These state laws and regulations can encompass not only services reimbursed by Medicaid or government payers but also private payers. Violation of these federal and state laws and regulations may result in prohibition of payment for services rendered, loss of licenses, $15,000 civil monetary penalties for specified infractions, $100,000 for a circumvention scheme, criminal penalties, exclusion from Medicare and Medicaid programs, and potential false claims liability, including via "qui tam" action, of not less than $5,500 and not more than $11,000, plus three times the amount of damages that the government sustains because of an improperly submitted claim. The repayment provisions in the Stark Law are not dependent on the parties having an improper intent; rather, the Stark Law is a strict liability statute and any violation is subject to repayment of all "tainted" referrals.

Our compensation and other financial arrangements with physicians are governed by the federal Stark Law. We rely on certain exceptions to the Stark Law, including those covering employees and in-office ancillary services, and the exclusion of certain requests by radiation oncologists for radiation therapy services from the definition of "referral." In a limited number of markets, we have relationships with non-radiation oncology physicians such as surgical and gynecological oncologists and urologists that are members of a group practice with our radiation oncologists and we rely on the Stark group practice definition and rules with respect to such relationships.

The Health Care Reform Act also imposes new disclosure requirements, including one such requirement on referring physicians under the federal Stark Law to inform patients that they may obtain certain imaging services (e.g. magnetic resonance imaging ("MRI"), computed tomography ("CT") and positron emission tomography ("PET")) or other designated health services as specified by the Secretary in the future from a provider other than that physician, his or her group practice, or another physician in his or her group practice. To date, CMS has not indicated that these disclosure requirements will extend to radiation therapy referrals.

While we believe that our financial relationships with physicians and referral practices are in compliance with applicable laws and regulations, we cannot guarantee that government authorities might take a different position. If we were found to be in violation of the Stark Law, we could be subject to civil and criminal penalties, including fines as specified above, exclusion from participation in government and private payer programs and requirements to refund amounts previously received from government and private payers.

In addition, expansion of our operations to new jurisdictions, or new interpretations of laws in our existing jurisdictions, could require structural and organizational modifications of our relationships with

physicians to comply with that jurisdiction's laws. Such structural and organizational modifications could result in lower profitability and failure to achieve our growth objectives.

If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal payments under the Medicare, Medicaid or other governmental programs, we may be subject to civil and criminal penalties, experience a significant reduction in our revenue or be excluded from participation in the Medicare, Medicaid or other governmental programs.

Any change in interpretations or enforcement of existing or new laws and regulations could subject our current business practices to allegations of impropriety or illegality, or could require us to make changes in our treatment centers, equipment, personnel, services, pricing or capital expenditure programs, which could increase our operating expenses and have a material adverse effect on our operations or reduce the demand for or profitability of our services.

Additionally, new federal or state laws may be enacted that would cause our relationships with our radiation oncologists or other physicians to become illegal or result in the imposition of penalties against us or our treatment centers. If any of our business arrangements with our radiation oncologists or other physicians in a position to make referrals of radiation therapy services were deemed to violate the federal anti-kickback statute or similar laws, or if new federal or state laws were enacted rendering these arrangements illegal, our business would be adversely affected.

Our costs and potential risks have increased as a result of the regulations relating to privacy and security of patient information.

There are numerous federal and state laws and regulations addressing patient information privacy and security concerns, including state laws related to identity theft. In particular, the federal regulations issued under the Health Insurance Portability and Accountability Act of 1996, as modified by Title XIII, subtitle D of the Health Information Technology for Economic and Clinical Health Act (collectively, "HIPAA") contain provisions that:

Compliance with these regulations requires us to spend money and substantial time and resources. We believe that we are in material compliance with the HIPAA regulations with which we are currently required to comply. If we fail to comply with the HIPAA regulations, we could suffer civil penalties up to $50,000 per violation, not to exceed $1.5 million per calendar year and criminal penalties with fines up to $250,000 per violation. Our facilities could be subject to a periodic audit by the federal government, and enforcement of HIPAA violations may occur by either federal agencies or state attorneys general.

State law limitations and prohibitions on the corporate practice of medicine may materially harm our business and limit how we can operate.

State governmental authorities regulate the medical industry and medical practices extensively. Many states have corporate practice of medicine laws which prohibit us from:

In addition, many states impose limits on the tasks a physician may delegate to other staff members. We have administrative services agreements in states that prohibit the corporate practice of medicine such as California, Massachusetts, Michigan, Nevada, New York and North Carolina. Corporate practice of medicine laws and their interpretation vary from state to state, and regulatory authorities enforce them with broad discretion. We have structured our agreements and services in those states in a manner that we believe complied with the law and its interpretation by government authorities. If, however, we are deemed to be in violation of these laws, we could be required to restructure or terminate our agreements which could materially harm our business and limit how we operate. In the event the corporate practice of medicine laws of other states would adversely limit our ability to operate, it could prevent us from expanding into the particular state and impact our growth strategy.

In certain states we depend on administrative services agreements with professional corporations, including related party professional corporations, and if we are unable to continue to enter into them or they are terminated, we could be materially harmed.

Certain states, including California, Massachusetts, Michigan, Nevada, New York and North Carolina, have laws prohibiting business corporations from employing physicians. Our treatment centers in California, Massachusetts, Michigan, Nevada, New York and North Carolina, operate through administrative services agreements with professional corporations that employ the radiation oncologists who provide professional services at the treatment centers in those states. In 2007, 2008, 2009 and for the nine months ended September 30, 2010, $89.6 million, $116.4 million, $122.2 million and $89.3 million, respectively, of our net patient service revenue was derived from administrative services agreements, as opposed to $292.0 million, $373.8 million, $395.4 million and $311.3 million, respectively, from all of our other centers. The professional corporations in these states are currently owned by certain of our directors, executive officers and equityholders, who are licensed to practice medicine in those states. As we enter into new states that will require an administrative services agreement, there can be no assurance that a related party professional corporation, or any professional corporation, will be willing or able to enter into an administrative services agreement. Furthermore, if we enter into an administrative services agreement with an unrelated party there could be an increased risk of differences arising or future termination. We cannot assure you that a professional corporation will not seek to terminate an agreement with us on any basis, including on the basis of state laws prohibiting the corporate practice of medicine nor can we assure you that governmental authorities in those states will not seek termination of these arrangements on the same basis. While we have not been subject to such proceedings in the past, nor are we currently aware of any other corporations that are subject to such proceedings, we could be materially harmed if any state governmental authorities or the professional corporations with which we have an administrative services agreement were to succeed in such a termination.

Our business could be materially harmed by future interpretation or implementation of state laws regarding prohibitions on fee-splitting.

Many states prohibit the splitting or sharing of fees between physicians and non-physicians, as well as between treating physicians and referral sources. These laws vary from state to state and are enforced by courts and regulatory agencies, each with broad discretion. Some states have interpreted certain types of fee arrangements in practice management agreements between entities and physicians as unlawful fee-splitting. We believe our arrangements with physicians comply in all material respects with the fee-splitting laws of the states in which we operate. Nevertheless, if government regulatory authorities were to disagree, we and our radiation oncologists could be subject to civil and criminal penalties, and we could be required to restructure or terminate our contractual and other arrangements, which would result in a loss of revenue and could result in less input into the business decisions of such practices. In addition, expansion of our operations to other states with certain types of fee-splitting prohibitions may require structural and organizational modification to the form of relationships that we currently have with physicians, professional corporations and hospitals.

If we fail to comply with the laws and regulations applicable to our treatment center operations, we could suffer penalties or be required to make significant changes to our operations.

Our treatment center operations are subject to many laws and regulations at the federal, state and local government levels. These laws and regulations require that our treatment centers meet various licensing, certification and other requirements, including those relating to:

While we have structured our operations in a manner that we believe complies in all material respects with all applicable laws and regulations, we cannot assure you that government regulators will agree, given the breadth and complexity of such laws. If a government agency were to find that we are not in compliance with these laws, we could suffer civil or criminal penalties, including becoming the subject of cease and desist orders, rejection of the payment of our claims, the loss of our licenses to operate and our ability to participate in government or private healthcare programs.

The treatment of cancer patients is subject to potential revolutionary technological and therapeutic changes. Future technological developments could render our equipment obsolete. We may incur significant costs in replacing or modifying equipment in which we have already made a substantial investment prior to the end of its anticipated useful life. In addition, there may be significant advances in other cancer treatment methods, such as chemotherapy, surgery, biological therapy, or in cancer prevention techniques, which could reduce demand or even eliminate the need for the radiation therapy services we provide.

Our growth strategy depends in part on our ability to acquire and develop additional treatment centers on favorable terms. If we are unable to do so, our future growth could be limited and our operating results could be adversely affected.

We may be unable to identify, negotiate and complete suitable acquisition and development opportunities on reasonable terms. We began operating our first radiation treatment center in 1983, and provide radiation therapy at all of our treatment centers. We expect to continue to add additional treatment centers in our existing and new local markets. Our growth, however, will depend on several factors, including:

Growth through acquisitions is a primary component of our business strategy. We continually evaluate potential acquisitions and intend to actively pursue acquisition opportunities, some of which could be material. Future acquisitions could be financed by internally generated funds, bank borrowings, public offerings or private placements of equity or debt securities, or a combination of the foregoing. There can be no assurance that we will be able to make acquisitions on terms favorable to us or at all. If we complete acquisitions, we will encounter various associated risks, including the possible inability to integrate an acquired business into our operations, goodwill impairment, diversion of management's attention and unanticipated problems or liabilities, some or all of which could have a material adverse effect on our operations and financial performance. See "Risk Factors—We may encounter numerous business risks in acquiring and developing additional treatment centers, and may have difficulty operating and integrating those treatment centers."

We may encounter numerous business risks in acquiring and developing additional treatment centers, and may have difficulty operating and integrating those treatment centers.

Over the past three years we have acquired seven treatment centers and developed 17 treatment centers. When we acquire or develop additional treatment centers, we may:

Larger acquisitions can substantially increase our potential exposure to business risks. Furthermore, integrating a new treatment center could be expensive and time consuming, and could disrupt our ongoing business and distract our management and other key personnel.

We may from time to time explore acquisition opportunities outside of the United States when favorable opportunities are available to us. In addition to the risks set forth herein, foreign acquisitions involve unique risks including the particular economic, political and regulatory risks associated with the specific country, currency risks, the relative uncertainty regarding laws and regulations and the potential difficulty of integrating operations across different cultures and languages.

We currently plan to continue to acquire and develop new treatment centers in existing and new local markets. We may not be able to structure economically beneficial arrangements in new markets as a result of healthcare laws applicable to such market or otherwise. If these plans change for any reason or the anticipated schedules for opening and costs of development are revised by us, we may be negatively impacted. There can be no assurance that these planned treatment centers will be completed or that, if developed, will achieve sufficient patient volume to generate positive operating margins. If we are unable to timely and efficiently integrate an acquired or newly-developed treatment center, our business could suffer. In addition, we may incur significant transaction fees and expenses even for potential transactions that are not consummated.

Efforts to regulate the construction, acquisition or expansion of healthcare treatment centers could prevent us from developing or acquiring additional treatment centers or other facilities or renovating our existing treatment centers.

Many states have enacted certificate of need laws which require prior approval for the construction, acquisition or expansion of healthcare treatment centers. In giving approval, these states consider the need for additional or expanded healthcare treatment centers or services. In the states of Kentucky, Massachusetts, Michigan, North Carolina, Rhode Island, South Carolina and West Virginia in which we currently operate, certificates of need must be obtained for capital expenditures exceeding a prescribed amount, changes in capacity or services offered and various other matters. Other states in which we now or may in the future operate may also require certificates of need under certain circumstances not currently applicable to us. We cannot assure you that we will be able to obtain the certificates of need or other required approvals for ongoing, additional or expanded treatment centers or services in the future. In addition, at the time we acquire a treatment center, we may agree to replace equipment or expand the acquired treatment center. If we are unable to obtain required approvals, we may not be able to acquire additional treatment centers or other facilities, expand the healthcare services we provide at these treatment centers or replace equipment or expand acquired treatment centers.

Our financial results may suffer if we have to write-off goodwill or other intangible assets.

A significant portion of our total assets consist of goodwill and other intangible assets. Goodwill and other intangible assets, net of accumulated amortization, accounted for 66.2%, 66.6% and 69.9% of the total assets on our balance sheet as of December 31, 2008, 2009 and September 30, 2010, respectively. We may not realize the value of our goodwill or other intangible assets. We expect to engage in additional transactions that will result in our recognition of additional goodwill or other intangible assets. We evaluate on a regular basis whether events and circumstances have occurred that indicate that all or a portion of the carrying amount of goodwill or other intangible assets may no longer be recoverable, and is therefore impaired. Under current accounting rules, any determination that impairment has occurred would require us to write-off the impaired portion of our goodwill or the unamortized portion of our intangible assets, resulting in a charge to our earnings. Such a write-off could have a material adverse effect on our financial condition and results of operations.

Our information systems are critical to our business and a failure of those systems could materially harm us.

We depend on our ability to store, retrieve, process and manage a significant amount of information, and to provide our radiation treatment centers with efficient and effective accounting and scheduling systems. Our information systems require maintenance and upgrading to meet our needs, which could significantly increase our administrative expenses. We are currently upgrading multiple systems and migrating to other systems within our organization.

Furthermore, any system failure that causes an interruption in service or availability of our systems could adversely affect operations or delay the collection of revenues. Even though we have implemented network security measures, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering. The occurrence of any of these events could result in interruptions, delays, the loss or corruption of data, or cessations in the availability of systems, all of which could have a material, adverse effect on our financial position and results of operations and harm our business reputation.

The performance of our information technology and systems is critical to our business operations. Our information systems are essential to a number of critical areas of our operations, including:

If we fail to effectively and timely implement electronic health record systems, our operations could be adversely affected.

As required by the American Recovery and Reinvestment Act of 2009, the DHHS has developed and is implementing an incentive payment program for eligible healthcare professionals that adopt and meaningfully use certified electronic health record ("EHR") technology. If our radiation treatment centers are unable to meet the requirements for participation in the incentive payment program, we will not be eligible to receive incentive payments that could offset some of the costs of implementing EHR systems. Further, beginning in 2015, eligible healthcare professionals that fail to demonstrate meaningful use of certified EHR technology will be subject to reduced payments from Medicare. Failure to implement EHR systems effectively and in a timely manner could have a material, adverse effect on our financial position and results of operations.

We are addressing a material weakness with respect to our internal controls.

In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2009, our independent auditors identified a material weakness in internal controls relating to the preparation of the income tax accounts. While we have taken steps and will take further steps in the near future to remediate such internal control weakness, there can be no assurance that we will not identify control deficiencies in the future or that such deficiencies will not have a material impact on our operating results or financial statements.

A significant number of our treatment centers are concentrated in certain states, particularly Florida, which makes us sensitive to regulatory, economic and other conditions in those states.

Our Florida treatment centers accounted for approximately 50%, 49%, 46% and 46% of our freestanding radiation revenues during the years ended December 31 2007, 2008, 2009 and for the nine months ended September 30, 2010, respectively. Our treatment centers are also concentrated in the states of Michigan and North Carolina, which accounted for approximately 5% and 7%, respectively, of our freestanding radiation revenues for the year ended December 31, 2009. This concentration makes us particularly sensitive to regulatory requirements in those locations, including those related to false and improper claims, anti-kickback laws, self-referral laws, fee-splitting, corporate practice of medicine, anti-trust, licensing and certificates of need, as well as economic and other conditions which could impact us. If our treatment centers in these states are adversely affected by changes in regulatory, economic and other conditions, our revenue and profitability may decline.

Our treatment centers in Florida and other areas that could be disrupted or damaged by hurricanes.

Florida is susceptible to hurricanes and we currently have 28 radiation treatment centers located in Florida. Our Florida centers accounted for approximately 49%, 46% and 46% of our freestanding radiation revenues during the years ended December 31 2008 and 2009 and the nine months ended September 30, 2010, respectively. In 2005, 21 of our treatment centers in South Florida were disrupted by Hurricane Wilma which required us to close all of these centers for one business day. Although none of these treatment centers suffered structural damage as a result of the hurricane, their utility services were disrupted. While Hurricane Wilma did not have any long-term impact on our business, our Florida treatment centers and any of our other treatment centers located in other areas that are in the path of a hurricane could be subject to significant hurricane-related disruptions and/or damage in the future and could have an adverse affect on our business and financial results. We carry property damage and business interruption insurance on our facilities, but there can be no assurance that it would be adequate to cover all of our hurricane-related losses.

We have potential conflicts of interest relating to our related party transactions which could harm our business.

We have potential conflicts of interest relating to existing agreements we have with certain of our directors, executive officers and equityholders. In 2007, 2008, 2009 and for the nine months ended September 30, 2010, we paid an aggregate of $9.9 million, $15.4 million, $17.1 million and $13.3 million, respectively, under certain of our related party agreements, including leases, and we received $67.8 million, $103.1 million, $89.3 million and $63.2 million, respectively, pursuant to our administrative services agreements with related parties. Potential conflicts of interest can exist if a related party has to make a decision that has different implications for us and the related party. If a dispute arises in connection with any of these agreements, if not resolved satisfactorily to us, our business could be harmed. These agreements include

In California, Maryland, Massachusetts, Michigan, Nevada, New York and North Carolina, we have administrative services agreements with professional corporations that are owned by certain of our directors, executive officers and equityholders who own interests in these professional corporations.

While we have transition services agreements corresponding to our administrative services agreements in place in all states except New York that provide us with the ability to designate qualified successor physician owners of the shares held by the physician owners of these professional corporations upon the occurrence of certain events, there can be no assurance that we will be able to enforce them under the laws of the respective states or that they will not be challenged by regulatory agencies. Potential conflicts of interest may arise in connection with the administrative services agreements that may have materially different implications for us and the professional corporations and there can be no assurance that it will not harm us. For example, we bill for such services either on a fixed basis, percentage of net collections basis, or on a per treatment basis, depending on the particular state requirements and certain of these arrangements are subject to renegotiation on an annual basis. We may be unable to renegotiate acceptable fees, in which event many of the administrative services agreements provide for binding arbitration. If we are unsuccessful in renegotiations or arbitration this could negatively impact our operating margins or result in the termination of our administrative services agreements.

Additionally, we lease 28 of our properties from ownership groups that consist of certain of our directors, executive officers and equityholders. Our lease for the Broadway office in Fort Myers, Florida is on a month-to-month basis and there can be no assurance that it will continue in the future. We may be unable to renegotiate these leases when they come up for renewal on terms acceptable to us, if at all.

In October 2003, we replaced our existing third-party medical malpractice insurance coverage with coverage we obtained from an insurance entity which is owned by certain of our directors, executive officers and equityholders. We renewed this coverage in 2008, 2009 and 2010, with the approval of the Audit/Compliance Committee of the Company's board of directors. We may be unable to renegotiate this coverage at acceptable rates and comparable coverage may not be available from third-party insurance companies. If we are unsuccessful in renewing our malpractice insurance coverage, we may not be able to continue to operate without being exposed to substantial risks of claims being made against us for damage awards we are unable to pay.

Related party transactions between us and any related party are subject to approval by the Audit/Compliance Committee on behalf of the Company's board of directors or by the Company's board of directors, and disputes are handled by the Company's board of directors. There can be no assurance that the above or any future conflicts of interest will be resolved in our favor. If not resolved, such conflicts could harm our business. For a further description of our related party transactions, see "Certain Relationships and Related Party Transactions."

Our failure to comply with laws related to hazardous materials could materially harm us.

Our treatment centers provide specialized treatment involving the use of radioactive material in the treatment of the lungs, prostate, breasts, cervix and other organs. The materials are obtained from, and, if not permanently placed in a patient or consumed, returned to, a third-party provider of supplies to hospitals and other radiation therapy practices, which has the ultimate responsibility for its proper disposal. We, however, remain subject to state and federal laws regulating the protection of employees who may be exposed to hazardous material and regulating the proper handling, storage and disposal of that material. Although we believe we are in compliance in all material respects with all applicable laws, a violation of such laws, or the future enactment of more stringent laws or regulations, could subject us to liability, or require us to incur costs that could have a material adverse effect on us.

In response to a number of articles concerning the risk of significant (sometimes fatal) errors in radiation therapy, especially relating to linear radiation, accreditation of facilities and the establishment of a national error reporting database are under consideration.

Several articles have been published discussing the risks of (sometimes fatal) errors in radiation therapy treatment, especially those relating to linear accelerators. In response, ACRO has called for

required accreditation of all facilities which bill Medicare for advanced medical imaging and radiation oncology services, including those in hospitals. In addition, the American Society for Radiation Oncology called for the establishment of the nation's first central database for the reporting of errors involving linear accelerators and CT scanners. Federal legislation in these areas is under consideration and a congressional hearing was recently held.

Of our 99 centers, 59 have received or are in process of receiving ACRO accreditation. Our remaining centers will apply for ACRO accreditation by the end of 2010. In addition to a deep physics infrastructure and internal maintenance department, we have recently begun to utilize Gamma Function as a broad application radiation safety monitoring tool to minimize potential errors in our radiation therapy treatments. While we continue to improve upon safety measures aimed at minimizing errors in radiation therapy treatment in accordance with our internal protocols as well as the mandates of organizations like ACRO, we cannot assure you that any further critical press and government scrutiny will not adversely affect our business and results of operations.

We may be subject to liabilities from claims brought against our facilities.

We could be subject to litigation relating to our business practices, including claims and legal actions by patients and others in the ordinary course of business alleging malpractice, product liability or other legal theories. For a discussion of current pending material litigation against us, see "Business—Legal Proceedings."

If payments for claims exceed actuarially determined estimates, are not covered by insurance, or reinsurers, if any, fail to meet their obligations, our results of operations and financial position could be adversely affected.

Our financial results could be adversely affected by the increasing costs of professional liability insurance and by successful malpractice claims.

We are exposed to the risk of professional liability and other claims against us and our radiation oncologists and other physicians and professionals arising out of patient medical treatment at our treatment centers. Our risk exposure as it relates to our non-radiation oncology physicians could be greater than with our radiation oncologists to the extent such non-radiation oncology physicians are engaged in diagnostic activities. Malpractice claims, if successful, could result in substantial damage awards which might exceed the limits of any applicable insurance coverage. Insurance against losses of this type can be expensive and insurance premiums may increase in the near future. Insurance rates vary from state to state, by physician specialty and other factors. The rising costs of insurance premiums, as well as successful malpractice claims against us or one of our physicians, could have a material adverse effect on our financial position and results of operations.

It is also possible that our excess liability and other insurance coverage will not continue to be available at acceptable costs or on favorable terms. In addition, our insurance does not cover all potential liabilities arising from governmental fines and penalties, indemnification agreements and certain other uninsurable losses. For example, from time to time we agree to indemnify third parties, such as hospitals and clinical laboratories, for various claims that may not be covered by insurance. As a result, we may become responsible for substantial damage awards that are uninsured.

This exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes contemplated in this prospectus, we will receive outstanding securities in like principal amount, the form and terms of which are substantially the same as the form and terms of the Exchange Notes, except as otherwise described in this prospectus. The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled. Accordingly, no additional debt will result from the exchange offer. We will bear the expense of the exchange offer.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF
RADIATION THERAPY SERVICES HOLDINGS, INC.

On May 3, 2010, we acquired all of the outstanding capital stock of Carolina Regional Cancer Center, P.A. (subsequently converted to Carolina Regional Cancer Center, LLC) ("CRCC") for a total purchase price of approximately $33.0 million. The unaudited pro forma condensed combined statements of income present the combined results of our operations with CRCC as if the acquisition and the financing for the acquisition had occurred on the first day of the period presented and include adjustments that are directly attributable to the acquisition, are expected to have a continuing impact on us, and are factually supportable. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2010 contains CRCC financial information for the period May 3, 2010 through September 30, 2010 under the Radiation Therapy Services Holdings, Inc. column. The CRCC column represents historical financial results for the period January 1, 2010 through May 2, 2010. The pro forma financial statements are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, our audited consolidated financial statements as of and for the year ended December 31, 2009 and our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2010 and CRCC's audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008.

We prepared the unaudited pro forma condensed combined financial information using the purchase method of accounting. Accordingly, our estimated cost to acquire CRCC of approximately $33.0 million has been allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary estimates of fair values is reflected in these unaudited pro forma condensed combined financial statements. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The final valuation will be based on the actual assets acquired and liabilities assumed at the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction to our financial results.

in an ownership interest of approximately 90% in the underlying radiation oncology practices located in South America and Central America, at a price based on a multiple of historical earnings before interest, taxes, depreciation and amortization.

We are considering the acquisition of Medical Developers, LLC. In connection with such acquisition, we would purchase the remaining 67% interest in Medical Developers, LLC from Bernardo Dosoretz, as well as interests in the subsidiaries of Medical Developers, LLC from Alejandro Dosoretz and Bernardo Dosoretz, resulting in an ownership interest of approximately 90% in its underlying radiation oncology practices located in South America, Central America and the Caribbean (collectively, "Medical Developers, LLC"). We would also purchase an additional 61% interest in Clinica de Radioterapia La Asuncion S.A. directly or indirectly from Bernardo Dosoretz. The aggregate purchase price would be based on a multiple of historical earnings before interest, taxes, depreciation and amortization, plus excess working capital, and is estimated to be approximately $79.5 million, expected to be paid with a combination of cash, new indebtedness and the issuance of equity units of RT Investments, and will be subject to any purchase price adjustments. We have not entered into a definitive agreement with respect to this acquisition, and there can be no assurance that this acquisition will be completed as contemplated or at all. See "Certain Relationships and Related Party Transactions."

The following unaudited pro forma condensed combined balance sheet presents our historical financial position combined with Medical Developers, LLC as if the acquisition and the financing for the acquisition had occurred on September 30, 2010. The unaudited pro forma condensed combined statements of operation present the combined results of our operations with Medical Developers, LLC as if the acquisition and the financing for the acquisition had occurred on the first day of the period presented and include adjustments that are directly attributable to the acquisition, are expected to have a continuing impact on us, and are factually supportable. The pro forma financial statements are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements of Radiation Therapy Services Holdings, Inc., our audited consolidated financial statements as of and for the year ended December 31, 2009 and our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2010 and Medical Developers, LLC's audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008.

We prepared the unaudited pro forma condensed combined financial information using the purchase method of accounting. Accordingly, our estimated cost to acquire Medical Developers, LLC of approximately $79.5 million has been allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary work performed in estimating the fair values is reflected in these unaudited pro forma condensed combined financial statements. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The final valuation will be based on the actual assets acquired and liabilities assumed at the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction to our financial results.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2009
(Dollars in thousands)

	Radiation Therapy Services Holdings, Inc.			Medical Developers, LLC			CRCC		Pro Forma Adjustments				Pro Forma Combined

Total revenues	$	524,484		$	39,969		$	14,452	$	—			$	578,905
Salaries and benefits		259,532			14,433			5,348		—				279,313
Medical supplies		45,361			1,532			84		—				46,977
Facility rent expenses		22,106			888			437		—				23,431
Other operating expenses		24,398			4,662			1,653		—				30,713
General and administrative expenses		54,537			5,776			793		—				61,106
Depreciation and amortization		46,416			667			932		859		(a)(a1)		48,874
Provision for doubtful accounts		12,871			152			451		—				13,474
Interest expense, net		62,502			216			119		7,694		(b)(b1)		70,531
Impairment loss		3,474			—			—		—				3,474

(Loss) income before income taxes		(6,713	)		11,643			4,635		(8,553	)			1,012
Income tax expense (benefit)		1,002			3,891			—		(909	)	(c)(c1)		3,984

Net (loss) income		(7,715	)		7,752			4,635		(7,644	)			(2,972	)
Net income attributable to noncontrolling interests—redeemable and non-redeemable		(1,835	)		(3,288	)		—		2,931		(d)		(2,192	)

Net (loss) income attributable to Radiation Therapy Services Holdings, Inc. shareholder	$	(9,550	)	$	4,464		$	4,635	$	(4,713	)		$	(5,164	)

Pro forma ratio of earnings to fixed charges(1)														—

Pro forma deficiency to cover fixed charges(2)														2,909

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2010
(Dollars in thousands)

	Radiation Therapy Services Holdings, Inc			Medical Developers, LLC			CRCC		Pro Forma Adjustments				Pro Forma Combined

Total revenues	$	406,440		$	38,061		$	4,252	$	—			$	448,753
Salaries and benefits		205,975			14,383			1,616		—				221,974
Medical supplies		31,512			1,373			51		—				32,936
Facility rent expenses		19,955			787			164		—				20,906
Other operating expenses		20,133			4,624			343		—				25,100
General and administrative expenses		46,438			4,112			323		—				50,873
Depreciation and amortization		34,233			591			311		733		(a)(a1)		35,868
Provision for doubtful accounts		8,387			297			161		—				8,845
Interest expense, net		44,603			288			49		4,328		(b)(b1)		49,268
Loss on sale of assets of a radiation treatment center		1,903			—			—		—				1,903
Early extinguishment of debt		10,947			—			—		—				10,947

(Loss) income before income taxes		(17,646	)		11,606			1,234		(5,061	)			(9,867	)
Income tax expense (benefit)		(6,148	)		3,618			—		(621	)	(c)(c1)		(3,151	)

Net (loss) income		(11,498	)		7,988			1,234		(4,440	)			(6,716	)
Net income attributable to noncontrolling interests—redeemable and non-redeemable		(1,657	)		(3,447	)		—		2,990		(d)		(2,114	)

Net (loss) income attributable to Radiation Therapy Services Holdings, Inc. shareholder	$	(13,155	)	$	4,541		$	1,234	$	(1,450	)		$	(8,830	)

Pro forma ratio of earnings to fixed charges(1)														—

Pro forma deficiency to cover fixed charges(2)														12,214

Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2010
(Dollars in thousands)

		Radiation Therapy Services Holdings, Inc.			Medical Developers, LLC			Pro Forma Adjustments			Pro Forma Combined

Current Assets:
	Cash and cash equivalents	$	20,527		$	3,840		$	(17,089	) (a)(f)	$	7,278
	Accounts Receivable, less allowances for doubtful accounts		65,048			16,513			—			81,561
	Income taxes receivable		927			—			—			927
	Prepaid expenses		6,190			329			—			6,519
	Inventories		1,475			—			—			1,475
	Deferred income taxes		8,659			—			—			8,659
	Other		4,489			2,141			—			6,630

Total current assets			107,315			22,823			(17,089	)		113,049
Equity investments in joint ventures			19,533			—			(14,701	) (b)		4,832
Property and equipment, net			238,485			7,163			486	(c)		246,134
Real estate subject to finance obligation			7,203			—			—			7,203
Goodwill			856,398			6,201			65,230	(d)		927,829
Intangible assets, net			86,749			—			14,300	(e)		101,049
Other			33,798			1,175			650	(f)		35,623

Total Assets		$	1,349,481		$	37,362		$	48,876		$	1,435,719

Current liabilities:
	Accounts payable and accrued expenses	$	61,260		$	3,957		$	—			65,217
	Income tax payable		—			2,045			—			2,045
	Current portion of long-term debt		9,216			501			(501	) (a)(f)		9,216
	Current portion of finance obligation		51			—			—			51
	Other current liabilities		197			5,099			—			5,296

Total current liabilities			70,724			11,602			(501	)		81,825
Long-term debt, less current portion			583,447			938			46,364	(a)(f)		630,749
Finance obligation, less current portion			7,544			—			—			7,544
Other long-term liabilities			16,916			2,097			2,400	(g)		21,413
Deferred income taxes			52,948			—			4,650	(h)		57,598

Total liabilities			731,579			14,637			52,913			799,129
Non-controlling interests—redeemable			7,547			—			—			7,547
Commitment and contingencies
Equity:
	Common stock		—			—			—	(i)		—
	Additional paid-in capital		630,579			7,713			7,089	(i)		645,381
	Retained (deficit) earnings		(28,041	)		8,909			(9,061	) (i)		(28,193	)
	Note receivable from shareholder		(175	)		—			—			(175	)
	Accumulated other comprehensive loss		(4,056	)		(1,670	)		1,670	(i)		(4,056	)

	Total Radiation Therapy Services Holdings, Inc. shareholder's equity		598,307			14,952			(302	)		612,957
	Non-controlling interests—nonredeemable		12,048			7,773			(3,735	) (j)		16,086

Total equity			610,355			22,725			(4,037	)		629,043

Total liabilities and equity		$	1,349,481		$	37,362		$	48,876		$	1,435,719

Notes to Unaudited Pro Forma Condensed Combined Financial Statements for CRCC
(Dollars in thousands)

On May 3, 2010, we acquired all of the outstanding capital stock of CRCC for a total purchase price of approximately $33,000. This acquisition has been accounted for as a purchase under GAAP. Under the purchase method of accounting, the assets and liabilities of CRCC are recorded as of the completion of the acquisition, at their respective fair values, and consolidated with our assets and liabilities. The results of operations of CRCC have been consolidated with Parent beginning on the date of the acquisition.

On May 3, 2010, we also consummated the acquisition of the assets (for nominal amounts) of Atlantic Urology Clinics, LLC, Adult & Pediatric Urology Center of the Carolinas, P.A., Coastal Urology Center, P.A. and Grand Strand Urology, LLP, all of which operate physician practices in the Myrtle Beach area. We have formed a group medical practice with these physicians and CRCC. The potential effect of the formation of the group medical practice is not included in the pro forma financial statements.

The purchase price has been preliminarily allocated based on an estimate of the fair value of assets and liabilities acquired as of the date of acquisition. Certain assets and liabilities were excluded as acquired net assets pursuant to the terms of the Stock Purchase Agreement dated as of April 1, 2010, by and among 21^st Century Oncology of South Carolina, LLC, R. Steven Bass, M.D., Paul Goetowski, M.D. and Todd Williams, M.D. concerning the purchase of all of the outstanding capital stock of CRCC. The determination of estimated fair value requires management to make significant estimates and assumptions.

Goodwill from the allocation of the purchase price was based on the fair value of the net assets acquired on the date of acquisition. Goodwill associated with the acquisition will be evaluated for impairment on an annual basis or more frequently if impairment indicators arise.

As a result of our review of CRCC's accounting policies and financial statement classifications, we determined it necessary to make certain reclassifications to their historical financial statements to conform to accounting policies and classifications that are consistent with our practices. For purposes of these unaudited pro forma condensed combined financial statements, these reclassifications are included in CRCC's financial results prior to pro forma adjustments, and did not impact total revenues, total expenses, or net income.

Note 4: Pro Forma Adjustments relating to the CRCC's Statement of Operations for the Year Ended December 31, 2009

Adjustments included in the column under the heading "Pro Forma Adjustments" primarily relate to the following:

The Company's pro forma combined effective tax rate was 393.7% for the year ended December 31, 2009. The effective tax rate differed from the U.S. federal statutory rate of 35% during this period primarily as a result of the Company's determination that a valuation allowance of approximately $3,400,000 be established. The valuation allowance offset assets associated with future tax benefits from certain state net operating losses.

Note 5: Pro Forma Adjustments relating to the CRCC's Statement of Operations for the Nine Months Ended September 30, 2010

Adjustments included in the column under the heading "Pro Forma Adjustments" primarily relate to the following:

Notes to Unaudited Pro Forma Condensed Combined Financial Statements
for Medical Developers, LLC
(Dollars in thousands)

On January 1, 2009, we entered into a Membership Interest Purchase Agreement with Lisdey S.A. an Uruguay corporation, Alejandro Dosoretz, Dr. Daniel Dosoretz's brother, and Bernardo Dosoretz, Dr. Daniel Dosoretz's father, and the spouses of Alejandro Dosoretz and Bernardo Dosoretz, pursuant to which we purchased a 33% interest in Medical Developers, LLC, an entity that is the majority owner and operator of 25 freestanding radiation oncology practices through 15 legal entities in South America, Central America and the Caribbean (which translates into us owning a 19% indirect ownership interest in the underlying radiation therapy treatment centers), and a 19% interest in Clinica de Radioterapia La Asuncion S.A., an entity that operates a treatment center in Guatemala. We purchased the 33% interest in Medical Developers, LLC and the 19% interest in Clinica de Radioterapia La Asuncion S.A. at an aggregate purchase price of approximately $12.3 million, with a four-year call option to purchase the remaining 67% in Medical Developers, LLC, which would result in an ownership interest of approximately 90% in the underlying radiation oncology practices located in South America and Central America, at a price based on a multiple of historical earnings before interest, taxes, depreciation and amortization.

We are considering the acquisition of Medical Developers, LLC. In connection with such acquisition, we would purchase the remaining 67% interest in Medical Developers, LLC from Bernardo Dosoretz, as well as interests in the subsidiaries of Medical Developers, LLC from Alejandro Dosoretz and Bernardo Dosoretz, resulting in an ownership interest of approximately 90% in its underlying radiation oncology practices located in South America, Central America and the Caribbean. We would also purchase an additional 61% interest in Clinica de Radioterapia La Asuncion S.A. directly or indirectly from Bernardo Dosoretz. The aggregate purchase price would be based on a multiple of historical earnings before interest, taxes, depreciation and amortization, plus excess working capital, and is estimated to be approximately $79.5 million, expected to be paid with a combination of cash, new indebtedness and the issuance of equity units of RT Investments, and will be subject to any purchase price adjustments. We have not entered into a definitive agreement with respect to this acquisition, and there can be no assurance that this acquisition will be completed as contemplated or at all. See "Certain Relationships and Related Party Transactions."

We expect that this proposed acquisition would be accounted for as a purchase under GAAP. Under the purchase method of accounting, the assets and liabilities of Medical Developers, LLC will be recorded as of the completion of the proposed acquisition, at their respective fair values, and consolidated with our assets and liabilities. We expect that the results of operations of Medical Developers, LLC will be consolidated with Parent beginning on the date of the consummation of the proposed acquisition. Our financial statements issued after completion of the proposed acquisition will reflect these values, but will not be restated to reflect the historical financial position or results of operations of Medical Developers, LLC.

For the purposes of this pro forma analysis, the purchase price has been preliminarily allocated based on an estimate of the fair value of assets and liabilities acquired as of September 30, 2010. The

determination of estimated fair value requires management to make significant estimates and assumptions.

Goodwill from the allocation of the purchase price was based on the fair value of the net assets acquired on the date of acquisition. Goodwill presented in the unaudited condensed combined balance sheet was based on the net assets as if the acquisition had occurred on September 30, 2010. Goodwill associated with the acquisition will be evaluated for impairment on an annual basis or more frequently if impairment indicators arise.

As a result of our review of Medical Developers, LLC's accounting policies and financial statement classifications, we determined it necessary to make certain reclassifications to their historical audited and unaudited condensed financial statements to conform to accounting policies and classifications that are consistent with our practices. For purposes of these unaudited pro forma condensed combined financial statements, these reclassifications are included in Medical Developers, LLC's financial results prior to pro forma adjustments.

As our purchase accounting is still preliminary, it may be necessary to make additional classification adjustments to the consolidated financial statements; however, we do not anticipate that any change would be material to the understanding of the impact of this proposed acquisition on our consolidated financial results.

Note 4: Pro Forma Adjustments relating to the Medical Developers, LLC's Statement of Operations for the Year Ended December 31, 2009

Adjustments included in the column under the heading "Pro Forma Adjustments" primarily relate to the following:

Note 5: Pro Forma Adjustments relating to the Medical Developers, LLC's Statement of Operations for the Nine Months Ended September 30, 2010

Adjustments included in the column under the heading "Pro Forma Adjustments" primarily relate to the following:

Note 6: Pro Forma Adjustments relating to the Medical Developers, LLC's Balance Sheet as of September 30, 2010

Adjustments included in the column under the heading "Pro Forma Adjustments" primarily relate to the following:

The following selected historical consolidated financial data as of and for the year ended December 31, 2007 (Predecessor), for the period from January 1 to February 21, 2008 (Predecessor), the period from February 22 to December 31, 2008 (Successor) and for the year ended December 31, 2009 (Successor) were derived from our audited consolidated financial statements, included elsewhere in this prospectus. The selected historical consolidated financial data for the nine months ended September 30, 2009 and 2010 were derived from our unaudited condensed consolidated financial statements, included elsewhere in this prospectus. All adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature. The selected historical consolidated financial data as of December 31, 2005, 2006 and 2007 and for the years then ended were derived from our audited consolidated financial statements, adjusted for the retrospective presentation impact of changes in accounting guidance related to non-controlling interests, which are not included in this prospectus. As a result of the purchase accounting treatment applied for the Merger, our audited consolidated financial statements include the consolidated accounts of the Successor as of December 31, 2009 and for the 313-day period ended December 31, 2008. For dates prior to February 22, 2008, our audited consolidated financial statements are of the Predecessor. These statements have been prepared using the Predecessor's basis in the assets and liabilities and the historical results of operations for periods prior to the Merger. Periods on and subsequent to February 22, 2008 have been prepared using our basis in the assets and liabilities acquired in the purchase transaction. Our historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read the following data in conjunction with "Capitalization", "Management's Discussion and Analysis of Financial Condition and Results of Operations", our audited consolidated financial statements and the accompanying notes and our unaudited condensed consolidated financial statements, included elsewhere in this prospectus, and other financial information included in this prospectus.

			Predecessor											Successor

											Period From January 1 to February 21, 2008			Period From February 22 to December 31, 2008						Nine Months Ended September 30,
																	Year Ended December 31, 2009			Nine Months Ended September 30,
			2005		2006			2007									Year Ended December 31, 2009			2009			2010
			(dollars in thousands)
																				(unaudited)
Consolidated Statements of Income Data:
	Net patient service revenue		$	217,590	$	284,067		$	381,586		$	76,927		$	413,305		$	517,646		$	390,908		$	400,587
	Other revenue			9,660		9,915			8,595			1,179			5,864			6,838			5,292			5,853

Total revenues				227,250		293,982			390,181			78,106			419,170			524,484			396,200			406,440
	Salaries and benefits			116,300		147,697			203,408			42,209			206,159			259,532			196,570			205,975
	Medical supplies			5,678		7,569			12,982			2,924			32,545			45,361			34,901			31,512
	Facility rent expense			5,851		7,150			10,877			2,269			13,783			22,106			16,639			19,955
	Other operating expenses			9,748		12,761			17,896			3,102			17,027			24,398			18,405			20,133
	General and administrative expenses			23,538		30,209			45,656			20,340			43,393			54,537			41,769			46,438
	Depreciation and amortization			11,235		17,430			25,776			5,347			32,609			46,416			34,242			34,233
	Provision for doubtful accounts			6,792		9,425			9,648			3,789			17,896			12,871			11,896			8,387
	Interest expense, net			6,761		11,855			19,726			4,721			55,100			62,502			47,093			44,603
	Loss on sale of assets of a radiation treatment center			—		—			—			—			—			—			—			1,903
	Gain on sale of interest in a radiation practice			—		—			—			—			(3,113	)		—			—			—
	Termination of professional services agreement			—		—			—			—			7,000			—			—			—
	Loss on sale of real estate			—		—			—			—			1,036			—			—			—
	Early extinguishment of debt			—		—			—			3,688			—			—			—			10,947
	Impairment loss			1,226		—			1,568			—			—			3,474			—			—

		Total expenses		187,129		244,096			347,537			88,389			423,435			531,197			401,515			424,086
Income (loss) before income taxes				40,121		49,886			42,644			(10,283	)		(4,266	)		(6,713	)		(5,315	)		(17,646	)
Income tax expense (benefit)				15,631		18,983			15,525			570			(1,413	)		1,002			(1,158	)		(6,148	)

Net income (loss)				24,490		30,903			27,119			(10,853	)		(2,853	)		(7,715	)		(4,157	)		(11,498	)
Net income (loss) attributable to non-controlling interests				480		(580	)		(1,211	)		(19	)		(2,483	)		(1,835	)		(1,202	)		(1,657	)

Net income (loss) attributable to Radiation Therapy Services Holdings, Inc. shareholder			$	24,970	$	30,323		$	25,908		$	(10,872	)	$	(5,336	)	$	(9,550	)	$	(5,359	)	$	(13,155	)

Balance Sheet Data (at end of period):
Cash and cash equivalents			$	8,980	$	15,413		$	10,310					$	49,168		$	32,958		$	27,185		$	20,257
Working capital(1)				41,873		49,577			67,946						93,935			49,970			74,257			36,591
Total assets				280,996		416,531			582,096						1,405,940			1,379,225			1,414,035			1,349,481
Total debt				123,463		205,244			305,159						577,444			549,059			567,370			592,663
Total equity				101,743		141,592			176,492						629,171			622,007			625,488			610,355
Other Financial Data:
Ratio of earnings to fixed charges(2)				6.17x		4.70x			2.95x			—			—			—			—			—
Deficiency to cover fixed charges(3)				—		—			—			10,341			6,631			16,972			9,128			19,536

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes and our audited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. This section of the prospectus contains forward-looking statements that involve substantial risks and uncertainties, such as statements about our plans, objectives, expectations and intentions. These statements may be identified by the use of forward-looking terminology such as "anticipate", "believe", "continue", "could", "estimate", "intend", "may", "might", "plan", "potential", "predict", "should", or "will" or the negative thereof or other variations thereon or comparable terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in the section titled "Risk Factors" may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which apply on and as of the date of this prospectus.

We own, operate and manage treatment centers focused principally on providing comprehensive radiation treatment alternatives ranging from conventional external beam radiation, IMRT, as well as newer, more technologically-advanced procedures. We believe we are the largest company in the United States focused principally on providing radiation therapy. We opened our first radiation treatment center in 1983 and, as of September 30, 2010 we provided radiation therapy services in 99 treatment centers. Most of our treatment centers are strategically clustered into 28 local markets in 16 states, including Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, South Carolina, Rhode Island, and West Virginia. Of these 99 treatment centers, 39 treatment centers were internally developed, 53 were acquired and seven involve hospital-based treatment centers and other groups. We have continued to expand our affiliation with physician specialties in closely related areas including gynecological and surgical oncology and urology in a limited number of our local markets to strengthen our clinical working relationships.

On October 19, 2007, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with RT Investments, Parent and RTS MergerCo, Inc., a wholly-owned subsidiary of Parent, pursuant to which we consummated the Merger. Upon completion of the Merger, each share of the Company's common stock outstanding immediately prior to the effective time of the Merger (other than certain shares held by members of RT Investments' management team and certain employees) was converted into $32.50 in cash without interest. The Merger was consummated on February 21, 2008 (the "Closing"). Immediately following the Closing, Parent became the owner of all of the outstanding common stock of the Company, which in turn, became a wholly-owned indirect subsidiary of RT Investments, and Vestar and its affiliates became the beneficial owners of approximately 57% of the outstanding Class A voting equity units of RT Investments and its co-investors became the beneficial owners of approximately 26% of the outstanding Class A voting equity units of RT Investments. As a result, Vestar and its affiliates currently control approximately 83% of the Class A voting equity units of RT Investments through its ability to directly or indirectly control its co-investors. In addition, at the Closing, the management investors, including current and former directors and executive officers, either exchanged certain shares of the Company's common stock or invested cash in the Company, in each case, in exchange for Class A voting equity units and non-voting preferred equity units of RT Investments. See "Certain Relationships and Related Party Transactions." At the Closing, these

management investors as a group became the beneficial owners of approximately 17% of the outstanding Class A voting equity units of RT Investments. RT Investments also adopted a management incentive equity plan pursuant to which certain employees are eligible to receive incentive unit awards (Class B and C non-voting equity units) from an equity pool representing up to 13% of the common equity value of RT Investments, which as of September 30, 2010 was 12.4%. In connection with the Closing, Vestar, its affiliates and these management investors invested approximately $627.3 million in equity units of RT Investments.

We use a number of metrics to assist management in evaluating financial condition and operating performance, and the most important follow:

Our revenue growth is primarily driven by expanding the number of our centers, optimizing the utilization of advanced technologies at our existing centers and benefiting from demographic and population trends in most of our local markets. New centers are added or acquired based on capacity, demographics, and competitive considerations.

The average revenue per treatment is sensitive to the mix of services used in treating a patient's tumor. The reimbursement rates set by Medicare and commercial payers tend to be higher for more advanced treatment technologies, reflecting their higher complexity. A key part of our business strategy is to make advanced technologies available once supporting economics exist. For example, we have been utilizing IGRT and Gamma Function, a proprietary capability to enable measurement of the actual amount of radiation delivered during a treatment and to provide immediate feedback for adaption of future treatments as well as for quality assurance, where appropriate, now that reimbursement codes are in place for these services.

The principal costs of operating a treatment center are (1) the salary and benefits of the physician and technical staff, and (2) equipment and facility costs. The capacity of each physician and technical position is limited to a number of delivered treatments, while equipment and facility costs for a treatment center are generally fixed. These capacity factors cause profitability to be very sensitive to treatment volume. Profitability will tend to increase as resources from fixed costs including equipment and facility costs are utilized.

We receive payments for our services rendered to patients from the government Medicare and Medicaid programs, commercial insurers, managed care organizations and our patients directly. Generally, our revenue is determined by a number of factors, including the payer mix, the number and nature of procedures performed and the rate of payment for the procedures. The following table sets forth the percentage of our net patient service revenue we earned based upon the patients' primary

insurance by category of payer in our last three fiscal years and the nine months ended September 30, 2009 and 2010.

Medicare is a major funding source for the services we provide and government reimbursement developments can have a material effect on operating performance. These developments include the reimbursement amount for each Current Procedural Terminology ("CPT") service that we provide and the specific CPT services covered by Medicare. CMS, the government agency responsible for administering the Medicare program, administers an annual process for considering changes in reimbursement rates and covered services. We have played, and will continue to play, a role in that process both directly and through the radiation oncology professional societies.

Since cancer disproportionately affects elderly people, a significant portion of our net patient service revenue is derived from the Medicare program, as well as related co-payments. Medicare reimbursement rates are determined by CMS and are lower than our normal charges. Medicaid reimbursement rates are typically lower than Medicare rates; Medicaid payments represent approximately 3.0% of our net patient service revenue for the nine months ended September 30, 2010.

Medicare reimbursement rates are determined by a formula which takes into account an industry wide CF multiplied by Relative Value Units ("RVUs") determined on a per procedure basis. The CF and RVUs may change on an annual basis. In 2009, the CF decreased by 5.3%. The net result of changes to the CF and RVUs over the last several years prior to 2009 has had an immaterial impact on our business, with the CF percentage decrease in 2009 having a significant impact on our business. It is difficult, however, to forecast the future impact of any changes. We depend on payments from government sources and any changes in Medicare or Medicaid programs could result in a decrease in our total revenues and net income.

On October 30, 2009, CMS released its final rule for the 2010 Medicare physician fee schedule. Based on our review of the 2010 fee schedule and operating results for the six months ended June 30, 2010, the RVUs relating to our service on a case mix basis declined by approximately 2.6% through May 2010. The SGR as defined by CMS remained at the 2009 level through May 2010. On June 25, 2010, H.R. 3962 was signed into law. This law establishes a 2.2% increase to the Medicare physician fee schedule payment rates retroactive to June 1, 2010 and extending through November 30, 2010. The CF is scheduled, however to decrease by 21.2% as compared to the 2009 level, as of December 1, 2010 if Congress does not provide either a temporary or permanent adjustment to the SGR before then. On November 18, 2010, the Senate passed "The Physician Payment and Therapy Relief Act of 2010," which would postpone the 21.2% reduction until January 1, 2011 if this bill also passes the House and is signed by President Obama.

On November 2, 2010, CMS released its final 2011 Medicare Physician Fee Schedule, which calculates a total reduction of 24.9% to be effective as of January 1, 2011. Accordingly, unless Congress acts to delay or amend this result as described above, the CF is scheduled to decrease by 21.2% beginning December 1, 2010 (as compared to the 2009 CF that remained in place through May 2010), and by a total of 24.9% beginning January 1, 2011. We reviewed the RVUs relating to our service on a

case mix basis and based on the operating results for the three months ended September 30, 2010, excluding the impact for the CF, our RVUs for radiation therapy services are expected to increase by approximately 9.0%.

Commercial sources include private health insurance as well as related payments for co-insurance and co-payments. We enter into contracts with private health insurance and other health benefit groups by granting discounts to such organizations in return for the patient volume they provide.

Most of our commercial revenue is from managed care business and is attributable to contracts where a set fee is negotiated relative to services provided by our treatment centers. We do not have any contracts that individually represent over 10% of our total net patient service revenue. We receive our managed care contracted revenue under two primary arrangements. Approximately 98% of our managed care business is attributable to contracts where a fee schedule is negotiated for services provided at our treatment centers. Approximately 2% of our net patient service revenue is attributable to contracts where we bear utilization risk. Although the terms and conditions of our managed care contracts vary considerably, they are typically for a one-year term and provide for automatic renewals. If payments by managed care organizations and other private third-party payers decrease, then our total revenues and net income would decrease.

Self pay consists of payments for treatments by patients not otherwise covered by third-party payers, such as government or commercial sources. Because the incidence of cancer is much higher in those over the age of 65, most of our patients have access to Medicare or other insurance and therefore the self-pay portion of our business is less than it would be in other circumstances.

Effective July 1, 2007, we granted a discount on gross charges to self pay payers not covered under other third party payer arrangements. The discount amounts are excluded from patient service revenue. To the extent that we realize additional losses resulting from nonpayment of the discounted charges, such additional losses are included in the provision for doubtful accounts.

Other material factors that we believe will also impact our future financial performance include:

As a result of the purchase accounting treatment applied for the Merger, our audited consolidated financial statements, included elsewhere in this prospectus, include the consolidated accounts of the Successor as of December 31, 2009 and for the 313-day period ended December 31, 2008. For dates prior to February 22, 2008, the financial statements are of the Predecessor. These statements have been prepared using the Predecessor's basis in the assets and liabilities and the historical results of

operations for periods prior to the Merger. Periods on and subsequent to February 22, 2008 have been prepared using our basis in the assets and liabilities acquired in the purchase transaction. Under purchase accounting, the Merger was treated as a purchase and the assets so acquired were valued at their fair market value, as described below. Accordingly, the results of operations, other comprehensive income (loss), changes in equity and cash flow for the Predecessor and Successor periods are not comparable.

As a result of the Merger, (i) fixed assets increased from $208.1 million at February 21, 2008 to $220.5 million at December 31, 2008 and $225.8 million at December 31, 2009, and (ii) intangible assets increased from $9.7 million at February 21, 2008 to $106.8 million at December 31, 2008 and $92.3 million at December 31, 2009, and accordingly, depreciation and amortization increased from $5.3 million for the period from January 1, 2008 to February 21, 2008, and $32.6 million for the period from February 22, 2008 to December 31, 2008 to $46.4 million for the year ended December 31, 2009; and (ii) the Successor's incurrence of $485.1 million of debt at the time of the Merger caused interest expense to increase from $4.7 million for the period from January 1, 2008 to February 21, 2008 to $55.1 million for the period from February 22, 2008 to December 31, 2008 and $62.5 million for the year ended December 31, 2009.

For purposes of comparison between the Predecessor and Successor periods, the information presented below includes unaudited year ended December 31, 2008 financial data, which was derived from our audited consolidated financial statements by combining the Predecessor period financial data and the Successor period financial data. This presentation is not consistent with GAAP, and may yield results that are not strictly comparable on a period-to-period basis. Such results are not necessarily indicative of what the results for the full fiscal year 2008 would have been had the Merger not occurred.

The following summary results of operations data are qualified in their entirety by reference to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and the accompanying notes and our audited consolidated financial statements and the accompanying notes, included elsewhere in this prospectus, and other financial information included in this prospectus.

The following table summarizes key operating statistics of our results of operations for the nine months ended September 30, 2009 and 2010:

	Nine Months Ended September 30,

	2009			2010			% Change
Number of treatment days		191			191
Total RVU's—freestanding centers		8,129,515			8,154,721			0.3	%
RVU's per day—freestanding centers		42,563			42,695			0.3	%
Percentage change in revenue per RVU—freestanding centers—same practice basis		0.2	%		0.7	%
Percentage change in RVU's per day—freestanding centers—same practice basis		1.7	%		(4.2	)%
Number of regions at period end		8			8

Number of local markets at period end		28			28

Treatment centers—freestanding		94			92			(2.1	)%
Treatment centers—hospital/other groups		7			7			—

		101			99			(2.0	)%

Days sales outstanding at quarter end		48			45
Percentage change in freestanding revenues—same practice basis		1.4	%		(3.6	)%
Net patient service revenue—professional services only (in thousands)	$	98,416		$	104,403

The following table presents summaries of our results of operations for the nine months ended September 30, 2009 and 2010.

			Nine Months Ended September 30, 2009					Nine Months Ended September 30, 2010

Revenues:
	Net patient service revenue		$	390,908		98.7	%	$	400,587		98.6	%
	Other revenue			5,292		1.3			5,853		1.4

Total revenues				396,200		100.0			406,440		100.0
	Salaries and benefits			196,570		49.6			205,975		50.7
	Medical supplies			34,901		8.8			31,512		7.8
	Facility rent expenses			16,639		4.2			19,955		4.9
	Other operating expenses			18,405		4.6			20,133		5.0
	General and administrative expenses			41,769		10.5			46,438		11.4
	Depreciation and amortization			34,242		8.6			34,233		8.4
	Provision for doubtful accounts			11,896		3.0			8,387		2.1
	Interest expense, net			47,093		11.9			44,603		11.0
	Loss on sale of assets of a radiation treatment center			—		—			1,903		0.5
	Early extinguishment of debt			—		—			10,947		2.7

		Total expenses		401,515		101.2			424,086		104.5

Loss before income taxes				(5,315	)	(1.2	)		(17,646	)	(4.5	)
Income tax expense (benefit)				(1,158	)	(0.3	)		(6,148	)	(1.5	)

Net loss				(4,157	)	(0.9	)		(11,498	)	(3.0	)
Net income attributable to noncontrolling interests—redeemable and non-redeemable				(1,202	)	(0.3	)		(1,657	)	(0.4	)

Net loss attributable to Radiation Therapy Services Holdings, Inc. shareholder			$	(5,359	)	(1.2	)%	$	(13,155	)	(3.4	)%

Net patient service revenue. For the nine months ended September 30, 2009 and 2010, net patient service revenue comprised 98.7% and 98.6%, respectively, of our total revenues. In our net patient service revenue for the nine months ended September 30, 2009 and 2010, revenue from the professional-only component of radiation therapy and revenue from the practices of medical specialties other than radiation oncology, comprised approximately 24.8% and 25.7%, respectively, of our total revenues.

Other revenue. For the nine months ended September 30, 2009 and 2010, other revenue comprised approximately 1.3% and 1.4%, respectively, of our total revenues. Other revenue is primarily derived from management services provided to hospital radiation therapy departments, technical services provided to hospital radiation therapy departments, billing services provided to non-affiliated physicians, gain and losses from sale/disposal of medical equipment, equity interest in net earnings/losses of unconsolidated joint ventures and income for equipment leased by joint venture entities.

Total revenues. Total revenues increased by $10.2 million, or 2.6%, from $396.2 million for the nine months ended September 30, 2009 to $406.4 million for the nine months ended September 30, 2010. Total revenue was positively impacted by $30.6 million due to our expansion into new practices and treatment centers in existing local markets and new local markets during 2009 and 2010 through the acquisition of several urology, medical oncology and surgery practices in Florida and Arizona, and the acquisition of a physician practice in South Carolina, the opening of nine de novo centers, the

transition of one hospital-based arrangement to freestanding and the acquisition of one center as follows:

Date		Location	Market	Type

January 2009	1	Hammonton, New Jersey	South New Jersey	De Novo
January 2009	1	Indio, California	Palm Springs, California	De Novo
January 2009	1	Bronx, New York	Westchester/Bronx—New York	Transition to Freestanding
May 2009	1	Fort Myers, Florida	Lee County—Florida	De Novo
June 2009	1	Southbridge, Massachusetts	Central Massachusetts	De Novo
June 2009	1	Gilbert, Arizona	Central Arizona	De Novo
July 2009	1	Providence, Rhode Island	Rhode Island	De Novo
October 2009	1	Yucca Valley, California	Palm Springs, California	De Novo
March 2010	1	El Segundo, California	Los Angeles, California	De Novo
May 2010	1	Pembroke Pines, Florida	Florida East Coast	De Novo
May 2010	1	Myrtle Beach, South Carolina	South Carolina	Acquisition

Approximately $5.4 million of the increase was due to recognition of additional reimbursement from CMS. The Tax Relief and Health Care Act of 2006 required the establishment of a physician quality reporting system, including an incentive payment for eligible professionals who satisfactorily report data on quality measures for covered professional services furnished to Medicare beneficiaries. The program under the Medicare system is known as the Physician Quality Reporting Initiative ("PQRI"). We received a number of payments from CMS for the 2009 claims and data submitted for the PQRI program and expect to receive approximately $3.2 million relating to the 2009 PQRI program and approximately $2.2 million for the first nine months of the 2010 PQRI program. Offsetting the increases from expansion into new practices and the PQRI program, was a $30.3 million decline in revenue due to decreases in volume and pricing in our existing local markets. The volume decrease was predominantly in certain Florida, Michigan, Las Vegas and Arizona. The declines in Las Vegas and Arizona were predominately related to certain office consolidations and transitions of new physicians covering these markets that impacted our patient volume. In addition to the PQRI and volume items noted above, during the third quarter of 2009 total revenues were reduced with additional contractual allowances of approximately $4.5 million offset by a decrease in bad debt allowance for the final assessment of our accounts receivable balances within our billing system. In addition, during the current year, we strategically reallocated a number of radiation therapy treatment machines in certain of our local markets in order to meet anticipated demand patterns. During this large scale reorganization, treatment volumes experienced a delay as the machines were being reallocated to new facilities. A portion of the decline in treatment volumes during the current year was due to the machine reallocation, although we continued to experience lower volumes in certain markets as a result of the challenging economic environment.

Salaries and benefits. Salaries and benefits increased by $9.4 million, or 4.8%, from $196.6 million for the nine months ended September 30, 2009 to $206.0 million for the nine months ended September 30, 2010. Salaries and benefits as a percentage of total revenues increased from 49.6% for the nine months ended September 30, 2009 to 50.7% for the nine months ended September 30, 2010. Additional staffing of personnel and physicians due to our expansion in urology and surgery practices in southwest Florida and Arizona and acquisitions of treatment centers in existing local markets during the latter part of 2009 and in 2010 contributed $15.1 million to our increase in salaries and benefits. Existing practices and centers within our local markets, salaries and benefits decreased $5.7 million. The decrease in our existing local markets was due to the reduction of physician compensation as a result of our revenue declines as well as cost-cutting initiatives implemented during the second half of 2009.

Medical supplies. Medical supplies decreased by $3.4 million, or 9.7%, from $34.9 million for the nine months ended September 30, 2009 to $31.5 million for the nine months ended September 30, 2010. Medical supplies as a percentage of total revenues decreased from 8.8% for the nine months

ended September 30, 2009 to 7.8% for the nine months ended September 30, 2010. Approximately $2.9 million of the increase was related to our expansion into new practices and centers in existing local markets during 2009 and 2010, offset by an approximately $6.3 million decrease in our remaining practices and centers in existing local markets primarily due to cost savings efforts to reduce the per unit costs of medical supplies, including pharmaceuticals used in connection with the delivery of radiation therapy treatments, pharmaceuticals used in urology services, and chemotherapy-related medical supplies as well as a result of the decline in services.

Facility rent expenses. Facility rent expenses increased by $3.3 million, or 19.9%, from $16.6 million for the nine months ended September 30, 2009 to $19.9 million for the nine months ended September 30, 2010. Facility rent expenses as a percentage of total revenues increased from 4.2% for the nine months ended September 30, 2009 to 4.9% for the nine months ended September 30, 2010. Facility rent expenses consist of rent expense associated with our treatment center locations. Approximately $1.0 million of the increase was related to our expansion in new practices and centers into existing local markets offset by a decrease of approximately $0.2 million in our remaining practices and centers in existing local markets as a result of certain lease terminations. On March 31, 2010, the related party lessors completed the refinancing of certain of their respective mortgages to remove the personal guarantees of the debt related thereto. As a result, of the refinancing of the landlords' mortgages on these respective properties we derecognized approximately $64.8 million in real estate subject to finance obligation. As a result of the derecognition, our facility rent expense increased by approximately $2.5 million.

Other operating expenses. Other operating expenses increased by $1.7 million or 9.4%, from $18.4 million for the nine months ended September 30, 2009 to $20.1 million for the nine months ended September 30, 2010. Other operating expense as a percentage of total revenues increased from 4.6% for the nine months ended September 30, 2009 to 5.0% for the nine months ended September 30, 2010. Other operating expenses consist of repairs and maintenance of equipment, equipment rental and contract labor. Approximately $1.9 million of the increase was related to our expansion in new practices and center in existing local markets, offset by a decrease of approximately $0.2 million in our remaining practices and centers in our existing local markets.

General and administrative expenses. General and administrative expenses increased by $4.6 million or 11.2%, from $41.8 million for the nine months ended September 30, 2009 to $46.4 million for the nine months ended September 30, 2010. General and administrative expenses principally consist of professional service fees, office supplies and expenses, insurance and travel costs. General and administrative expenses as a percentage of total revenues increased from 10.5% for the nine months ended September 30, 2009 to 11.4% for the nine months ended September 30, 2010. The increase of $4.6 million in general and administrative expenses was due to an increase of approximately $2.3 million relating to the growth in the number of new practices and treatment centers in our existing local markets, an increase of approximately $2.7 million related to litigation settlements with certain physicians and, an increase of approximately $0.1 million in our remaining practices and treatment centers in our existing local markets offset by a decrease of approximately $0.5 million in diligence costs relating to acquisitions and potential acquisitions of physician practices.

Depreciation and amortization. Depreciation and amortization remained unchanged at $34.2 million for the nine months ended September 30, 2009 and for the nine months ended September 30, 2010. Depreciation and amortization expense as a percentage of total revenues decreased from 8.6% for the nine months ended September 30, 2009 to 8.4% for the nine months ended September 30, 2010. An increase in capital expenditures related to our investment in advanced radiation treatment technologies in certain local markets increased our depreciation and amortization by approximately $5.5 million, offset by a decrease of approximately $5.1 million predominately due to the expiration of certain non-compete agreements. On March 31, 2010, we derecognized approximately

$64.8 million in real estate subject to finance obligation. As a result of the derecognition, our depreciation and amortization expense decreased by approximately $0.4 million.

Provision for doubtful accounts. The provision for doubtful accounts decreased by $3.5 million, or 29.5%, from $11.9 million for the nine months ended September 30, 2009 to $8.4 million for the nine months ended September 30, 2010. The provision for doubtful accounts as a percentage of total revenues decreased from 3.0% for the nine months ended September 30, 2009 to 2.1% for the nine months ended September 30, 2010. In the latter part of 2009, we made efforts to improve the overall collection process, including a replacement of our claims clearinghouse agent, to provide more efficient and timely claims processing, upgraded certain billing processes, including the electronic transmission of secondary claims and improved processes at the treatment centers to collect co-pay amounts at the time of service. These actions have resulted in improved collections and lower bad debt expense.

Interest expense, net. Interest expense, net of interest income of approximately $0.5 million, decreased by $2.5 million, or 5.3%, from $47.1 million for the nine months ended September 30, 2009 to $44.6 million for the nine months ended September 30, 2010. The decrease is primarily attributable to a pay down of approximately $15 million in our senior secured revolving credit facility during the fourth quarter of 2009, along with amortization of our senior secured term loan facility during 2010 and principal payments of our capital leases. In addition, we incurred an additional $2.1 million in interest expense associated with the pro-rata write-off of our deferred financing costs and original issue discount costs resulting from our prepayment of $74.8 million in our Term Loan B. On March 31, 2010, we derecognized approximately $64.8 million in real estate subject to finance obligation. As a result of the derecognition, our interest expense relating to the finance obligation decreased by approximately $2.7 million.

Loss on sale of assets of a radiation treatment center. In January 2007, we acquired a 67.5% interest in GR, which at that time was in the final stages of developing a free-standing radiation therapy treatment center in Gettysburg, Pennsylvania. Approximately a year later, GR expanded its operations to a second location in Littlestown, Pennsylvania. Due to the poor local economy, as well as the opening of a radiation therapy center by a nearby hospital, the performance of both the Gettysburg and Littlestown facilities deteriorated significantly. During the fourth quarter of 2009, the Littlestown facility was closed. On April 30, 2010, we sold certain assets of the Gettysburg facility to one of GR's minority equity-holders for approximately $925,000 and incurred a loss on the sale of approximately $1.9 million.

Early extinguishment of debt. We incurred approximately $10.9 million from the early extinguishment of debt as a result of the prepayment of the $175.0 million in senior subordinated notes, which included the call premium payment of approximately $5.3 million, write-offs of $2.5 million in deferred financing costs and $3.1 million in original issue discount costs.

Income taxes. Our effective tax rate was 34.8% for the nine months ended September 30, 2010 compared to 21.8% for the same period of the prior year. The increase in the effective tax rate for the nine months of 2010 compared to the same periods of the prior year is primarily the result of non-deductible purchase accounting adjustments in 2009. On an absolute dollar basis, the provision for income tax benefit increased to $6.1 million for the third quarter of 2010 compared to $1.2 million in the same period of 2009, which increase was principally due to an increase in taxable losses.

For the nine months ended September 30, 2010, the effective tax rate approximated the U.S. federal statutory rate of 35%, and for the for the nine months ended September 30, 2009, the effective tax rate differed from the U.S. federal statutory rate of 35% primarily as a result of non-deductible purchase accounting adjustments.

The Company's future effective tax rates could be affected by changes in the relative mix of taxable income and taxable loss jurisdictions, changes in the valuation of deferred tax assets or

liabilities, or changes in tax laws or interpretations thereof. The Company monitors the assumptions used in estimating the annual effective tax rate and makes adjustments, if required, throughout the year. If actual results differ from the assumptions used in estimating the Company's annual effective tax rates, future income tax expense (benefit) could be materially affected.

In addition, the Company is routinely under audit by federal, state, or local authorities in the areas of income taxes and other taxes. These audits include questioning the timing and amount of deductions and compliance with federal, state, and local tax laws. The Company regularly assesses the likelihood of adverse outcomes from these audits to determine the adequacy of the Company's provision for income taxes. To the extent the Company prevails in matters for which accruals have been established or is required to pay amounts in excess of such accruals, the effective tax rate could be materially affected.

Net loss. Net loss increased by $7.3 million, from $4.2 million in net loss for the nine months ended September 30, 2009 to $11.5 million net loss for the nine months ended September 30, 2010. Net loss represents 0.9% of total revenues for the nine months ended September 30, 2009 and 3.0% of total revenues for the nine months ended September 30, 2010.

For the year ended December 31, 2009, our total revenues grew by 5.5%, over the prior year, while our total revenues for the pro forma year ended December 31, 2008 grew by 27.4% over the prior year. For the year ended December 31, 2009, 2008 and 2007, we had total revenues of $524.5 million, $497.3 million and $390.2 million, respectively.

For the year ended December 31, 2009, 2008 and 2007, net patient service revenue comprised 98.7%, 98.6% and 97.8%, respectively, of our total revenues. In a state where we can employ radiation oncologists, we derive our net patient service revenue through fees earned from the provision of the professional and technical component fees of radiation therapy services. In states where we do not employ radiation oncologists, we derive our administrative services fees principally from administrative services agreements with professional corporations. As of December 31, 2009, we employed the physicians in 54 of our treatment centers and operated pursuant to administrative services agreements in 43 of our treatment centers. In accordance with ASC 810, we consolidate the operating results of certain of the professional corporations for which we provide administrative services into our own operating results. In 2009, 2008 and 2007, 23.6%, 23.7% and 23.5%, respectively, of our net patient service revenue was generated by professional corporations with which we have administrative services agreements.

In our net patient service revenue for the years ended December 31, 2009, 2008, and 2007, revenue from the professional-only component of radiation therapy and revenue from the practices of medical specialties other than radiation oncology, comprised approximately 24.8%, 21.8%, and 16.7%, respectively, of our total revenues.

For the year ended December 31, 2009, 2008 and 2007, other revenue comprised approximately 1.3%, 1.4% and 2.2%, respectively, of our total revenues. Other revenue is primarily derived from management services provided to hospital radiation therapy departments, technical services provided to hospital radiation therapy departments, billing services provided to non-affiliated physicians, gain and losses from sale/disposal of medical equipment, equity interest in net earnings/losses of unconsolidated joint ventures and income for equipment leased by joint venture entities.

The following table summarizes key operating statistics of our results of operations for the periods presented:

	Year Ended December 31,									Year Ended December 31,

	2007			2008			% Change			2008			2009			% Change
Number of treatment days		255			256						256			255
Total RVU's—freestanding centers		8,438,973			10,321,611			22.3	%		10,321,611			10,818,119			4.8	%
RVU's per day—freestanding centers		33,094			40,319			21.8	%		40,319			42,424			5.2	%
Percentage change in RVU's per day—freestanding centers—same practice basis		7.0	%		13.2	%					13.2	%		2.7	%
Number of regions at period end		6			6						6			8

Local markets at period end		27			28						28			28
Treatment centers—freestanding		75			87			16.0	%		87			90			3.4	%
Treatment centers—hospital/other groups		10			10			0.0	%		10			7			(30.0	)%

		85			97			14.1	%		97			97			0.0	%

Days sales outstanding at quarter end		60			54						54			45
Percentage change in freestanding revenues—same practice basis		12.5	%		12.1	%					12.1	%		(3.1	)%
Net patient service revenue—professional services only (in thousands)	$	65,332		$	108,164					$	108,164		$	129,909

The following table presents summaries of results of operations for the year ended December 31, 2007 (Predecessor), the period from January 1 to February 21, 2008 (Predecessor), the period from February 22 to December 31, 2008 (Successor), the year ended December 31, 2008 (Combined) and the year ended December 31, 2009 (Successor).

								Predecessor					Successor

			Predecessor					Period From January 1 to February 21, 2008					Period From February 22 to December 31, 2008					Combined					Successor
			Year Ended December 31, 2007					Period From January 1 to February 21, 2008					Period From February 22 to December 31, 2008					Year Ended December 31, 2008					Year Ended December 31, 2009
Revenues:
	Net patient service revenue		$	381,586		97.8	%	$	76,927		98.5	%	$	413,305		98.6	%	$	490,232		98.6	%	$	517,646		98.7	%
	Other revenue			8,595		2.2	%		1,179		1.5	%		5,864		1.4	%		7,043		1.4	%		6,838		1.3	%

Total revenues				390,181		100.0	%		78,106		100.0	%		419,169		100.0	%		497,275		100.0	%		524,484		100.0	%
	Salaries and benefits			203,408		52.1	%		42,209		54.0	%		206,159		49.2	%		248,368		49.9	%		259,532		49.5	%
	Medical supplies			12,982		3.3	%		2,924		3.7	%		32,545		7.8	%		35,469		7.1	%		45,361		8.6	%
	Facility rent expenses			10,877		2.8	%		2,269		2.9	%		13,783		3.3	%		16,052		3.2	%		22,106		4.2	%
	Other operating expenses			17,896		4.6	%		3,102		4.0	%		17,027		4.1	%		20,129		4.0	%		24,398		4.7	%
	General and administrative expenses			45,656		11.7	%		20,340		26.0	%		43,393		10.4	%		63,733		12.8	%		54,537		10.4	%
	Depreciation and amortization			25,776		6.6	%		5,347		6.8	%		32,609		7.8	%		37,956		7.6	%		46,416		8.8	%
	Provision for doubtful accounts			9,648		2.5	%		3,789		4.9	%		17,896		4.3	%		21,685		4.4	%		12,871		2.5	%
	Interest expense, net			19,726		5.1	%		4,721		6.0	%		55,100		13.1	%		59,821		12.0	%		62,502		11.9	%
	Gain on sale of interest in a radiation practice			—		0.0	%		—		0.0	%		(3,113	)	(0.7	)%		(3,113	)	(0.6	)%		—		0.0	%
	Termination of professional services agreement			—		0.0	%		—		0.0	%		7,000		1.7	%		7,000		1.4	%		—		0.0	%
	Loss on sale of real estate			—		0.0	%		—		0.0	%		1,036		0.2	%		1,036		0.2	%		—		0.0	%
	Early extinguishment of debt			—		0.0	%		3,688		4.7	%		—		0.0	%		3,688		0.7	%		—		0.0	%
	Impairment loss			1,568		0.4	%		—		0.0	%		—		0.0	%		—		0.0	%		3,474		0.7	%

		Total expenses		347,537		89.1	%		88,389		113.2	%		423,435		101.0	%		511,824		102.9	%		531,197		101.3	%
Income (loss) before income taxes				42,644		10.9	%		(10,283	)	(13.2	)%		(4,266	)	(1.0	)%		(14,549	)	(2.9	)%		(6,713	)	(1.3	)%
Income tax expense (benefit)				15,525		4.0	%		570		0.7	%		(1,413	)	(0.3	)%		(843	)	(0.2	)%		1,002		(0.2	)%

Net income (loss)				27,119		7.0	%		(10,853	)	(13.9	)%		(2,853	)	(0.7	)%		(13,706	)	(2.8	)%		(7,715	)	(1.5	)%
Net income attributable to non-controlling interest				(1,211	)	(0.3	)%		(19	)	0.0	%		(2,483	)	(0.6	)%		(2,502	)	(0.5	)%		(1,835	)	(0.3	)%

Net income (loss) attributable to Radiation Therapy Services Holdings, Inc. shareholder			$	25,908		6.6	%	$	(10,872	)	(13.9	)%	$	(5,336	)	(1.3	)%	$	(16,208	)	(3.3	)%	$	(9,550	)	(1.8	)%

Total revenues. Total revenues increased by $27.2 million, or 5.5%, from $497.3 million in 2008 to $524.5 million in 2009. Approximately $49.6 million of this increase resulted from our expansion into new local markets during 2008 and 2009 through the acquisition of six new treatment centers and the opening of 16 new de novo centers and the addition of one hospital-based/other group arrangements as follows:

Date		Location	Market	Type

January 2008	1	East Naples, Florida	Collier County—Florida	De Novo*
March 2008	1	Fort Apache, Nevada	Las Vegas	De Novo
April 2008	1	Jacksonville, Florida	Northeast Florida	De Novo
April 2008	1	Collier County, Florida	Collier County—Florida	Acquisition
June 2008	3	Sun City and Phoenix, Arizona	Central Arizona	Acquisition
July 2008	1	Fairlea, West Virginia	Central Maryland	Acquisition
September 2008	1	Scottsdale, Arizona	Central Arizona	De Novo
October 2008	1	Peoria, Arizona	Central Arizona	De Novo*
October 2008	1	Mt. Shasta, California	Northern California	Acquisition
October 2008	1	Mohali, India	International	De Novo
November 2008	1	Lakewood Ranch, Florida	Sarasota/Manatee Counties—Florida	De Novo
December 2008	1	Rancho Mirage, California	Palm Springs, California	De Novo
November 2008	1	Corona, California	Los Angeles, California	De Novo
December 2008	1	Fort Myers, Florida	Lee County—Florida	Hospital-Based/Other Group
January 2009	1	Hammonton, New Jersey	South New Jersey	De Novo
January 2009	1	Indio, California	Palm Springs, California	De Novo
January 2009	1	Bronx, New York	Westchester/Bronx—New York	Transition to Freestanding
May 2009	1	Fort Myers, Florida	Lee County—Florida	De Novo
June 2009	1	Southbridge, Massachusetts	Central Massachusetts	De Novo
June 2009	1	Gilbert, Arizona	Central Arizona	De Novo
July 2009	1	Providence, Rhode Island	Rhode Island	De Novo
October 2009	1	Yucca Valley, California	Palm Springs, California	De Novo

The aforementioned $49.6 million increase in revenues was offset by an approximate $22.4 million revenue decrease that was due to the 5.3% decrease in the conversion factor in 2009.

Salaries and benefits. Salaries and benefits increased by $11.2 million, or 4.5%, from $248.4 million in 2008 to $259.5 million in 2009. Salaries and benefits as a percentage of total revenues decreased from 49.9% in 2008 to 49.5% in 2009. Additional staffing of personnel and physicians due to our expansion and acquisitions of treatment centers into new local markets during the latter part of 2008 and 2009 contributed to a $13.8 million increase in salaries and benefits. Within our existing local markets, salaries and benefits decreased $2.6 million primarily due to the decrease in stock compensation expense in 2009 as a result of the acceleration of restricted stock due to the Merger in February 2008.

Medical supplies. Medical supplies increased by $9.9 million, or 27.9%, from $35.5 million in 2008 to $45.4 million in 2009. Medical supplies as a percentage of total revenues increased from 7.1% in 2008 to 8.6% in 2009. The increase in medical supplies was primarily due to the increased utilization of pharmaceuticals used in connection with the delivery of radiation therapy treatments, pharmaceuticals used in urology services, and chemotherapy medical supplies from new markets and services entered into in 2008 and 2009. These pharmaceuticals and chemotherapy medical supplies are principally reimbursable by third-party payers.

Facility rent expenses. Facility rent expenses increased by $6.1 million, or 37.7%, from $16.1 million in 2008 to $22.1 million in 2009. Facility rent expenses as a percentage of total revenues increased from 3.2% in 2008 to 4.2% in 2009. Facility rent expenses consist of rent expense associated

with our treatment center locations. Approximately $3.3 million of the increase related to the expansion into new local markets and approximately $2.7 million of the increase due to additional rent as a result of a sale leaseback transaction in September of 2008 in which we sold for approximately $40.4 million and leased-back 12 properties located in Florida, Maryland and Michigan and $0.1 million increase in our existing local markets.

Other operating expenses. Other operating expenses increased by $4.3 million, or 21.2%, from $20.1 million in 2008 to $24.4 million in 2009. Other operating expenses as a percentage of total revenues increased from 4.0% in 2008 to 4.7% in 2009. Other operating expenses consist of repairs and maintenance of equipment, equipment rental and contract labor. Approximately $2.4 million of the increase was related to the expansion into new local markets and $1.9 million increase in our remaining existing local markets, primarily attributable to an increase in the number of service contracts for maintenance of our advanced treatment technologies.

General and administrative expenses. General and administrative expenses decreased by $9.2 million, or 14.4%, from $63.7 million in 2008 to $54.5 million in 2009. General and administrative expenses principally consist of professional service fees, office supplies and expenses, insurance and travel costs. General and administrative expenses as a percentage of total revenues decreased from 12.8% in 2008 to 10.4% in 2009. The decrease of $9.2 million was due to the costs incurred in 2008 relating to the Merger, in which we incurred approximately $11.8 million in fees and expenses. Excluding the $11.8 million in merger related expenses in 2008, approximately $2.4 million in general and administrative expenses was due to an increase for the change in accounting relating to the capitalization of professional fees relating to acquisitions of a business as these fees effective January 1, 2009 are expensed.

Depreciation and amortization. Depreciation and amortization increased by $8.4 million, or 22.3%, from $38.0 million in 2008 to $46.4 million in 2009. Depreciation and amortization expense as a percentage of total revenues increased from 7.6% in 2008 to 8.8% in 2009. Approximately $3.9 million of the increase was attributable to the expansion of new radiation treatment centers into new and existing local markets. The remaining portion of the increase was attributable from the purchase accounting as a result of the Merger in February 2008.

Provision for doubtful accounts. Provision for doubtful accounts decreased by $8.8 million, or 40.6%, from $21.7 million in 2008 to $12.9 million in 2009. Provision for doubtful accounts as a percentage of total revenues decreased from 4.4% in 2008 to 2.5% in 2009. In 2008, as a result of the economic downturn in the economy, we reassessed our allowances on both commercial and self-pay balances and determined that additional allowances were warranted.

Interest expense, net. Interest expense, net increased by $2.7 million, or 4.5%, from $59.8 million in 2008 to $62.5 million in, 2009. Interest expense as a percentage of total revenues decreased from 12.0% in 2008 to 11.9% in 2009. Included in interest expense, net is an insignificant amount of interest income. The increase is primarily attributable to increased borrowings under our senior secured credit facility for our expansion into new markets during 2008 and 2009 and borrowings under capital lease financing arrangements of approximately $9.7 million for our investment in advanced radiation treatment technologies in certain local markets throughout 2008 and 2009.

Gain on sale of interest in a radiation practice. In October 2008, we contributed a radiation treatment center located in Northern California to a joint venture with a hospital. The hospital contributed the assets of the hospital radiation department and the assets of a radiation facility on its hospital campus to the joint venture. As a result of the contribution, we recognized a gain of approximately $3.1 million for the sale of a portion of the interest in our radiation treatment center. We maintain a 57.3% ownership interest in the joint venture and the results of the operations of the joint venture are included in our consolidated financial statements.

Termination of professional services agreement. In March 2008, we terminated a professional services agreement with a practice in central Arizona, which maintained exclusive rights to expand into the market. We paid approximately $7.0 million for the buy-out, which provided us with the ability to further expand into the central Arizona market, with the purchase of three radiation treatment centers located in Sun City and Phoenix, Arizona.

Loss on sale of real estate. In September 2008, we entered into a sale-leaseback transaction with a third party. We sold 12 real estate properties located in Florida, Maryland and Michigan for approximately $40.4 million. We incurred a loss of approximately $1.0 million and deferred a gain of approximately $1.3 million on the sale of the real estate. We subsequently leased back the properties from the third party with terms of 20 years and four separate renewal option terms for 5 years each.

Early extinguishment of debt. In connection with the Merger in February 2008, we incurred expenses of approximately $3.7 million for early extinguishment of debt relating to the termination of certain capital lease obligations, termination of our interest rate swap agreement and the write-off of deferred financings costs relating to the extinguishment of the previous senior secured credit facility.

Impairment loss. Impairment loss of approximately $3.5 million primarily relating to an impairment loss incurred of approximately $1.8 million for the write down to fair value of certain of our liner accelerators and CT machines due to technological obsolescence. The adjustment to machine inventories was due to several considerations, including the planned use of RapidArc technology on 3-D digital machines for which this technology can not be implemented on 2-D digital machines or analog machines. RapidArc radiotherapy technology is an effective cancer treatment representing an advanced new form of image-guided IMRT. This technology enables clinicians to program a linear accelerator to deliver precise forms of IMRT up to eight times faster than other IMRT systems. It does this by delivering the complete IMRT treatment to the patient in fewer rotations than traditional IMRT.

Net loss. Net loss decreased by $6.0 million, or 43.7%, from $13.7 million loss in 2008 to $7.7 million loss in 2009. Net loss represents 2.8% and 1.5% of total revenues in 2008 and 2009, respectively.

Total revenues. Total revenues increased by $107.1 million, or 27.4%, from $390.2 million in 2007 to $497.3 million in 2008. Approximately $81.8 million of this increase resulted from our expansion into new local markets during 2007 and 2008 through the acquisition of 10 new treatment centers and the opening of 13 new de novo centers and the addition of four hospital based/other group arrangements as follows:

Date		Location	Market	Type

January 2007	1	Gettysburg, Pennsylvania	Southern Pennsylvania	De Novo
February 2007	1	Providence, Rhode Island	Rhode Island	De Novo
March 2007	1	Kennedy Health System, NJ	South New Jersey	Hospital-Based/Other Group*
March 2007	1	Casa Grande, Arizona	Central Arizona	Acquisition
May 2007	1	North Oakland Medical Center, MI	Southeastern Michigan	Hospital-Based/Other Group*
July 2007	1	Salisbury, Maryland	Central Maryland	Acquisition
August 2007	1	Redding, California	Northern California	Acquisition
September 2007	1	Greenville, North Carolina	Eastern North Carolina	Acquisition
September 2007	1	Kinston, North Carolina	Eastern North Carolina	Hospital-Based/Other Group
September 2007	1	Aventura, Florida	Dade County, Florida	De Novo
November 2007	1	Littlestown, Pennsylvania	Southern Pennsylvania	De Novo*
January 2008	1	East Naples, Florida	Collier County—Florida	De Novo*
March 2008	1	Fort Apache, Nevada	Las Vegas	De Novo
April 2008	1	Jacksonville, Florida	Northeast Florida	De Novo
April 2008	1	Collier County, Florida	Collier County—Florida	Acquisition
June 2008	3	Sun City and Phoenix, Arizona	Central Arizona	Acquisition
July 2008	1	Fairlea, West Virginia	Central Maryland	Acquisition
September 2008	1	Scottsdale, Arizona	Central Arizona	De Novo
October 2008	1	Peoria, Arizona	Central Arizona	De Novo*
October 2008	1	Mt. Shasta, California	Northern California	Acquisition
October 2008	1	Mohali, India	International	De Novo
November 2008	1	Lakewood Ranch, Florida	Sarasota/Manatee Counties—Florida	De Novo
December 2008	1	Rancho Mirage, California	Palm Springs, California	De Novo
November 2008	1	Corona, California	Los Angeles, California	De Novo
December 2008	1	Fort Myers, Florida	Lee County—Florida	Hospital-Based/Other Group

Approximately $25.3 million of the total revenue increase was driven by service mix improvements, volume growth and pricing in our existing local markets.

Salaries and benefits. Salaries and benefits increased by $45.0 million, or 22.1%, from $203.4 million in 2007 to $248.4 million in 2008. Salaries and benefits as a percentage of total revenues decreased from 52.1% in 2007 to 49.9% in 2008. Additional staffing of personnel and physicians due to our expansion and acquisitions of treatment centers into new local markets during the latter part of 2007 and 2008 contributed to a $32.7 million increase in salaries and benefits. Within our existing local markets, salaries and benefits increased $9.4 million due to increases in our physician bonus programs, additional staffing and increases in the cost of our health insurance benefits. In addition, salaries and benefits increased $2.6 million primarily due to the increase in stock compensation expense as a result of the acceleration of restricted stock and additional bonus payment of approximately $0.3 million due to the Merger in February 2008.

Medical supplies. Medical supplies increased by $22.5 million, or 173.2%, from $13.0 million in 2007 to $35.5 million in 2008. Medical supplies as a percentage of total revenues increased from 3.3% in 2007 to 7.1% in 2008. The increase in medical supplies was primarily due to the increased utilization of pharmaceuticals used in connection with the delivery of radiation therapy treatments, pharmaceuticals used in urology services, and chemotherapy medical supplies from new markets and services entered into in 2007 and 2008. These pharmaceuticals and chemotherapy medical supplies are

principally reimbursable by third-party payers. Approximately $18.2 million is due to the inclusion of a medical oncology group in Jacksonville, Florida we acquired in May 2008.

Facility rent expenses. Facility rent expenses increased by $5.2 million, or 47.6%, from $10.9 million in 2007 to $16.1 million in 2008. Facility rent expenses as a percentage of total revenues increased from 2.8% in 2007 to 3.2% in 2008. Facility rent expenses consist of rent expense associated with our treatment center locations. Approximately $3.1 million of the increase related to the expansion into new local markets and approximately $0.9 million increase due to additional rent as a result of a sale leaseback transaction in September of 2008 in which we sold for approximately $40.4 million and leased-back 12 properties located in Florida, Maryland and Michigan and $1.2 million increase in our existing local markets.

Other operating expenses. Other operating expenses increased by $2.2 million, or 12.5%, from $17.9 million in 2007 to $20.1 million in 2008. Other operating expenses as a percentage of total revenues decreased from 4.6% in 2007 to 4.0% in 2008. Other operating expenses consist of repairs and maintenance of equipment, equipment rental and contract labor. Approximately $3.5 million of the increase was related to the expansion into new local markets and $1.3 million decrease in our remaining existing local markets, primarily attributable to medical equipment operating leases which expired in 2007.

General and administrative expenses. General and administrative expenses increased by $18.1 million, or 39.6%, from $45.7 million in 2007 to $63.7 million in 2008. General and administrative expenses principally consist of professional service fees, office supplies and expenses, insurance and travel costs. General and administrative expenses as a percentage of total revenues increased from 11.7% in 2007 to 12.8% in 2008. The increase of $7.5 million was due to additional costs incurred in 2008 relating to the Merger. The increase of approximately $5.7 million relating to the growth in the number of our local markets, and approximately $4.9 million in our existing local markets.

Depreciation and amortization. Depreciation and amortization increased by $12.2 million, or 47.3%, from $25.8 million in 2007 to $38.0 million in 2008. Depreciation and amortization expense as a percentage of total revenues increased from 6.6% in 2007 to 7.6% in 2008. Approximately $3.0 million of the increase was attributable to the expansion of new radiation treatment centers into new and existing local markets. The remaining portion of the increase was attributable from the purchase accounting as a result of the Merger in February 2008.

Provision for doubtful accounts. Provision for doubtful accounts increased by $12.0 million, or 124.8%, from $9.6 million in 2007 to $21.7 million in 2008. Provision for doubtful accounts as a percentage of total revenues increased from 2.5% in 2007 to 4.4% in 2008. In 2008, as a result of the economic downturn in the economy, we reassessed our allowances on both commercial and self-pay balances and determined that additional allowances were warranted.

Interest expense, net. Interest expense, net increased by $40.1 million, or 203.3%, from $19.7 million in 2007 to $59.8 million in, 2008. Interest expense as a percentage of total revenues increased from 5.1% in 2007 to 12.0% in 2008. Included in interest expense, net is an insignificant amount of interest income. The increase is primarily attributable to the refinancing of our debt as a result of the Merger in February 2008.

We maintain a 57.3% ownership interest in the joint venture and the results of the operations of the joint venture are included in our consolidated financial statements.

Loss on sale of real estate. In September 2008, the we entered into a sale-leaseback transaction with a third party. We sold 12 real estate properties located in Florida, Maryland and Michigan for approximately $40.4 million. We incurred a loss of approximately $1.0 million and deferred a gain of approximately $1.3 million on the sale of the real estate. We subsequently leased back the properties from the third party with terms of 20 years and four separate renewal option terms for 5 years each.

Impairment loss. Impairment loss relates to a charge of $1.6 million for the write down to fair value of certain of our analog linear accelerators, digital machines and treatment simulators. The adjustment to machine inventories was precipitated by the decision to discontinue the installation of this type of equipment in favor of digital machines with upgraded intensity modulated radiation, image guided radiation, and stereo-tactic radiation treatment capabilities.

Net income (loss). Net income (loss) decreased by $40.8 million, or 150.5%, from $27.1 million net income in 2007 to $13.7 million loss in 2008. Net income (loss) represents 7.0% and 2.8% of total revenues in 2008 and 2009, respectively.

Our principal capital requirements are for working capital, acquisitions, medical equipment replacement and expansion and de novo treatment center development. Working capital and medical equipment are funded through cash from operations, supplemented, as needed, by five-year fixed rate lease lines of credit. Borrowings under these lease lines of credit are recorded on our balance sheets. The construction of de novo treatment centers is funded directly by third parties and then leased to us. We finance our operations, capital expenditures and acquisitions through a combination of borrowings and cash generated from operations.

Net cash provided by operating activities for the nine month periods ended September 30, 2009 and 2010 was $43.3 million and $43.7 million, respectively.

Net cash provided by operating activities increased by $0.4 million from $43.3 million in the nine month period ended September 30, 2009 to $43.7 million for the nine month period ended September 30, 2010. We continue to see improvements in our cash collections from our accounts receivable with our days sales outstanding improving from 48 days to 45 days.

Net cash provided by operating activities for the years ended December 31, 2007, 2008 and 2009 was $36.2 million, $64.2 million and $71.4 million, respectively.

Net cash provided by operating activities increased by $28.0 million from $36.2 million in 2007 to $64.2 million in 2008. The increase of $28.0 million was affected by income tax payments made in 2007

of approximately $20.2 million, as compared to tax payments of approximately $3.1 million made in 2008. Accounts receivable decreased by $6.0 million from 2007 to 2008 as a result of additional cash collections in 2008 as compared to 2007.

Net cash provided by operating activities increased by $7.2 million from $64.2 million in 2008 to $71.4 million in 2009. The increase of $7.2 million was affected by income tax payments made in 2008 of approximately $3.1 million, as compared to tax refunds of approximately $10.8 million made in 2009. Accounts receivable decreased by $9.1 million from 2008 to 2009 as a result of additional cash collections in 2009 as compared to 2008.

Net cash used in investing activities for the nine month periods ended September 30, 2009 and 2010 was $51.7 million and $76.6 million, respectively.

Net cash used in investing activities increased by $24.9 million from $51.7 million for the nine month period ended September 30, 2009 to $76.6 million for the nine month period ended September 30, 2010. Net cash used in investing activities was impacted by approximately $10.4 million related to the purchase of (i) a 33% interest in a joint venture that holds a majority equity interest in and manages 25 radiation therapy treatment centers in South America and Central America and (ii) a 19% interest in a joint venture that operates a treatment center in Guatemala, both of which occurred in January 2009. In addition, in May 2010 we purchased a radiation treatment center and several physician practices in South Carolina for a combined purchase price of approximately $34.2 million in cash.

Net cash used in investing activities for 2007, 2008, and 2009 was $114.9 million, $88.4 million, and $54.2 million, respectively.

Net cash used in investing activities decreased by $26.5 million from $114.9 million in 2007 to $88.4 million in 2008. Net cash used in investing activities was impacted by approximately $71.0 million from the acquisitions of radiation center assets during 2007 as compared to approximately $71.7 million of acquisitions in 2008. Payments of approximately $5.2 million in assumed acquisition liability in 2007 relating to our November 2006 purchase of the treatment centers in southeastern Michigan impacted cash used in investing activities. Approximately $32.2 million in additional purchases of property and equipment related to new equipment and equipment upgrades impacted the change in our investing activities in 2007 as compared to $39.6 million in 2008. Cash flows from investing activities was also impacted by approximately $5.0 million in contribution of capital related to the Roger Williams joint venture, which began operations in February 2007 and the purchase of the remaining interest in a radiation treatment center located in Berlin, Maryland from our former joint venture partner for approximately $2.1 million in July 2007. In September of 2008, we received approximately $40.4 million from the sale of 12 real estate properties in our sale lease back transaction with a third party.

Net cash used in investing activities decreased by $34.2 million from $88.4 million in 2008 to $54.2 million in 2009. Net cash used in investing activities was impacted by approximately $2.4 million from the acquisitions of radiation center assets during 2009 as compared to approximately $71.7 million of acquisitions in 2008. In 2009 we spent approximately $16.0 million in purchases and contribution of capital to joint venture entities. Of the total $16.0 million spent, approximately $10.4 million related to the purchase of a 33% interest in a joint venture that holds a majority equity interest in and manages 16 radiation therapy treatment centers in South and Central America and a 19% interest in a joint venture which operates a treatment center in Guatemala.

Historically, our capital expenditures have been primarily for equipment, leasehold improvements and information technology equipment. Total capital expenditures, inclusive of amounts financed through capital lease arrangements and exclusive of the purchase of radiation treatment centers, were

$60.8 million, $48.7 million and $37.5 million in 2007, 2008 and 2009, respectively. Historically, we have funded our capital expenditures with cash flows from operations, borrowings under our senior secured credit facilities and borrowings under our lease line of credit.

Net cash used in financing activities for the nine month period ended September 30, 2009 was $13.6 million and net cash provided by financing activities for the nine month period ended September 30, 2010 was $20.5 million.

Net cash provided by financing activities in 2010 included $308.1 million of proceeds received from the issuance of $310.0 million in aggregate principal amount of senior subordinated notes due 2017. The $308.1 million in proceeds was used to repay the existing $175.0 million in senior subordinated notes due 2015, including accrued and unpaid interest and a call premium of approximately $5.3 million. The remaining proceeds from the offering were used to pay down $74.8 million of the senior secured term loan facility and $10.0 million of the senior secured revolving credit facility and to finance the acquisitions of a radiation treatment center and physician practices in South Carolina, which were consummated on May 3, 2010. In addition, we paid approximately $11.9 million of loan costs relating to transaction fees and expenses incurred in connection with the issuance of the $310.0 million senior subordinated notes. The change in net cash provided by financing activities included cash provided by noncontrolling interest holders in the El Segundo joint venture who contributed approximately $0.6 million in cash for a 22.75% interest in the joint venture.

Net cash provided by financing activities for 2007, and 2008 was $73.6 million, and $63.1 million, respectively. Net cash used in financing activities for 2009 was $33.4 million.

Net cash provided by financing activities decreased by $10.5 million from $73.6 million in 2007 to $63.1 million in 2008. The decrease in cash provided by financing activities was primarily attributable to the borrowing of approximately $85.7 million for the acquisition of certain urology and surgery practices in our Florida local markets and certain radiation therapy treatment centers in 2007. Repayments of debt of approximately $15.9 million in 2007 primarily for capital lease obligations and payments under our previous senior secured credit facility impacted cash flow from financing activities during 2007. The receipt of $3.2 million from the exercise of stock options and the tax benefit of $1.3 million from stock option exercise also impacted cash flow from financing activities during 2007. In 2008, in connection with the Merger, we terminated all commitments under the previous senior credit facility, repaid all outstanding borrowings under the previous senior credit facility and paid any accrued and unpaid interest. In connection with the Merger, we entered into our current senior secured credit facilities, which consist of a senior secured term loan facility and a senior secured revolving credit facility. At the Closing, we borrowed $307.0 million under the senior secured term loan facility, utilized $3.1 million of the senior secured revolving credit facility and obtained a $175.0 million senior subordinated interim loan agreement. On March 25, 2008, we issued $175.0 million senior subordinated notes due 2015 at an annual interest rate of 13.5%, and repaid the $175.0 million senior subordinated interim loan agreement including any accrued and unpaid interest. During 2008, we utilized the $40.0 million delayed draw term loan for certain acquisitions and general corporate purposes.

Net cash used in financing activities for 2009 was approximately $33.4 million. Of the cash used in financing, approximately $29.7 million related to principal repayments of debt, including $3.5 million on our senior secured term loan facility, $15.0 million on our senior secured revolving credit facility and approximately $11.2 million for capital lease obligations. In addition we had partnership distributions from non-controlling interests of approximately $2.9 million in 2009.

In connection with the Merger, we entered into our current senior secured credit facilities, which consist of a senior secured term loan facility and a senior secured revolving credit facility. At the Closing, we borrowed $307.0 million under the senior secured term loan facility, utilized $3.1 million of the senior secured revolving credit facility and obtained a $175.0 million senior subordinated interim loan agreement. We incurred expenses of approximately $3.7 million for early extinguishment of debt relating to the termination of certain capital lease obligations, termination of our interest rate swap agreement and the write-off of deferred financings costs relating to the extinguishment of our previous senior secured credit facility. On March 25, 2008, we issued $175.0 million senior subordinated notes due 2015 at an annual interest rate of 13.5%, and repaid the $175.0 million senior subordinated interim loan agreement including any accrued and unpaid interest.

On April 1, 2010, we amended our senior secured credit facilities to, among other things, (i) under certain circumstances, allow us to issue permitted additional subordinated debt to fund certain future acquisitions; (ii) disregard, for purposes of calculating compliance with the financial covenants, certain provisions of GAAP that would require us to treat leased properties as owned by us; and (iii) provide for certain other modifications to permit the incurrence of additional indebtedness in connection with certain future acquisitions and the ability to make additional investments, subject to pro forma compliance with certain performance based incurrence covenants, and other restrictions. At September 30, 2010, we were in compliance with all covenants.

On April 20, 2010, we sold $310.0 million of the Old Notes, and repaid our existing $175.0 million in aggregate principal amount 13.5% senior subordinated notes due 2015, including accrued and unpaid interest of approximately $6.4 million and the call premium of approximately $5.3 million. The remaining proceeds from the sale of the Old Notes were used to pay down $74.8 million of the senior secured term loan facility and $10.0 million of the senior secured revolving credit facility. A portion of the proceeds of the Old Notes offering was placed in a restricted account pending application to finance certain acquisitions, including the acquisitions of a radiation treatment center and physician practices in South Carolina, which were consummated on May 3, 2010. We incurred approximately $11.9 million in transaction fees and expenses, including legal, accounting and other fees and expenses in connection with the Old Notes offering, including the initial purchasers' discount of $1.9 million.

We incurred approximately $10.9 million in early extinguishment of debt as a result of the prepayment of the $175.0 million in senior subordinated notes, which included the call premium payment of approximately $5.3 million, the write-offs of $2.5 million in deferred financing costs and $3.1 million in original issue discount costs.

On April 22, 2010, affiliates of certain of the initial purchasers of the Old Notes, as lenders under our senior secured revolving credit facility, provided an additional $15.0 million of commitments to the senior secured revolving credit facility and increased the available commitment from $60.0 million to $75.0 million. See "Description of Other Indebtedness." We paid $2.0 million to Vestar Capital Partners V, L.P. for additional transaction advisory services in respect to the incremental amendments to our senior secured revolving credit facility, the additional $15.0 million of commitments to the revolver portion, and the complete refinancing of the senior subordinated notes. As September 30, 2010, we had approximately $74.5 million available for borrowing under our senior secured revolving credit facility.

On May 3, 2010, we entered into Amendment No. 3 to the Credit Agreement (as defined below) relating to our senior secured credit facilities, pursuant to which we revised certain administrative matters, including to permit us to provide to the lenders thereunder the consolidated financial statements of Parent in lieu of those of the borrower, the Company. See "Description of Other Indebtedness."

We believe available borrowings under our senior secured credit facilities, together with our cash flows from operations, will be sufficient to fund our currently anticipated operating requirements. To the extent available borrowings and cash flows from operations are insufficient to fund future requirements, we may be required to seek additional financing through additional increases in our senior secured credit facilities, negotiate additional credit facilities with other lenders or institutions or seek additional capital through private placements or public offerings of equity or debt securities. No assurances can be given that we will be able to extend or increase our senior secured credit facilities, secure additional bank borrowings or lease line of credit or complete additional debt or equity financings on terms favorable to us or at all. Our ability to meet our funding needs could be adversely affected if we experience a decline in our results of operations, or if we violate the covenants and other restrictions to which we are subject under our senior secured credit facilities.

We lease certain of our treatment centers (each, a "facility" and, collectively, the "facilities") and other properties from partnerships that are majority-owned by related parties (each, a "related party lessor" and, collectively, the "related party lessors"). See "Certain Relationships and Related Party Transactions." The related party lessors construct the facilities in accordance with our plans and specifications and subsequently lease these facilities to us. Due to the related party relationship, we are considered the owner of these facilities during the construction period pursuant to the provisions of ASC 840-40, "Sale-Leaseback Transactions" ("ASC 840-40"). In accordance with ASC 840-40, we record a construction in progress asset for these facilities with an offsetting finance obligation during the construction period. These related parties guarantee the debt of the related party lessors, which is considered to be "continuing involvement" pursuant to ASC 840-40. Accordingly, these leases did not qualify as a normal sale-leaseback at the time that construction was completed and these facilities were leased to us. As a result, the costs to construct the facilities and the related finance obligation were recorded on our consolidated balance sheets after construction was completed. The construction costs were included in "Real Estate Subject to Finance Obligation" in the condensed consolidated balance sheets and the accompanying notes, included in this prospectus. The finance obligation were amortized over the lease term based on the payments designated in the lease agreements. The amount of these finance obligations as of December 31, 2009 was $77.2 million.

As of March 31, 2010, the related party lessors completed the refinancing of certain of their respective mortgages to remove the personal guarantees of the debt related thereto. As a result, we derecognized approximately $64.8 million in real estate subject to finance obligation, $67.7 million in finance obligation and recorded approximately $2.9 million of deferred gains that will be amortized as a reduction of rent expense over 15 years. In addition, we entered into a new master lease arrangement with the landlord on 28 properties. The initial term of the master lease is 15 years with four 5 year renewal options. Annual payments, including executory costs, total approximately $13.4 million pursuant to the master lease. The lease payments are scheduled to increase annually based on increases in the consumer price index.

Our billing system utilizes a fee schedule for billing patients, third party payers and government sponsored programs, including Medicare and Medicaid. Fees billed to government sponsored programs, including Medicare and Medicaid, and fees billed to self pay patients (not covered under other third party payer arrangements) are automatically adjusted to the allowable payment amount at time of billing. In 2009, we updated our billing system to include fee schedules on approximately 85% of all payers and developed a blended rate allowable amount on the remaining payers. As a result of this change in 2009, fees billed to all payers are automatically adjusted to the allowable payment at time of billing.

Insurance information is requested from all patients either at the time the first appointment is scheduled or at the time of service. A copy of the insurance card is scanned into our system at the time of service so that it is readily available to staff during the collection process. Patient demographic information is collected for both our clinical and billing systems.

It is our policy to collect co-payments from the patient at the time of service. Insurance information is obtained and the patient is informed of their co-payment responsibility prior to the commencement of treatment.

Charges are posted to the billing system by certified coders in our offices or in our central billing office. After charges are posted, edits are performed, any necessary corrections are made and billing forms are generated, then sent electronically to our clearinghouse. Any bills not able to be processed through the clearinghouse are printed and mailed from our central billing office. Statements are automatically generated from our billing system and mailed to the patient on a regular basis for any amounts still outstanding. Daily, weekly and monthly accounts receivable analysis reports are utilized by staff and management to prioritize accounts for collection purposes, as well as to identify trends and issues. Strategies to respond proactively to these issues are developed at weekly and monthly team meetings. Our write-off process is manual and our process for collecting accounts receivable is dependent on the type of payer as set forth below.

Our central billing office staff expedites the payment process from insurance companies and other payers via electronic inquiries, phone calls and automated letters to ensure timely payment. Our billing system generates standard aging reports by date of billing in increments of 30 day intervals. The collection team utilizes these reports to assess and determine the payers requiring additional focus and collection efforts. Our accounts receivable exposure on Medicare, Medicaid and commercial payer balances are largely limited to denials and other unusual adjustments. Our exposure to bad debts on balances relating to these types of payers over the years has been insignificant.

In the event of denial of payment, we follow the payer's standard appeals process, both to secure payment and to lobby the payers, as appropriate, to modify their medical policies to expand coverage for the newer and more advanced treatment services that we provide which, in many cases, is the payer's reason for denial of payment. If all reasonable collection efforts with these payers have been exhausted by our central billing office staff, the account receivable is written-off as a contractual allowance.

We administer self-pay account balances through our central billing office and our policy is to first attempt to collect these balances although after initial attempts we often send outstanding self-pay patient claims to collection agencies at designated points in the collection process. In some cases monthly payment arrangements are made with patients for the account balance remaining after insurance payments have been applied. These accounts are reviewed monthly to ensure payments continue to be made in a timely manner. Once it has been determined by our staff that the patient is not responding to our collection attempts, a final notice is mailed. This generally occurs more than 120 days after the date of the original bill. If there is no response to our final notice, after 30 days the account is assigned to a collection agency and, as appropriate, recorded as a bad debt and written off. Balances under $50 are written off but not sent to the collection agency. All accounts are specifically identified for write-offs and accounts are written off prior to being submitted to the collection agency.

The following table summarizes our growth in treatment centers and the local markets in which we operate for the periods indicated:

In 2007, we acquired four new radiation treatment centers, internally developed four new radiation centers (two of which were converted from a hospital-based arrangement), added three hospital-based arrangements, ended one hospital-based arrangement in conjunction with an acquisition of a new radiation treatment center, and acquired the assets of several urology and surgery practices as follows:

In January 2007, we acquired a 67.5% interest in a de novo start-up radiation treatment center located in Gettysburg, Pennsylvania for approximately $0.8 million.

In February 2007, we received a license to operate a freestanding radiation facility at Roger Williams Medical Center in Providence, Rhode Island, completing the transition of that facility from hospital-based to freestanding. The freestanding facility is a joint venture between Roger Williams and the Company in which we have a majority interest in the facility.

In March 2007, we began providing professional services to the Kennedy Health System in New Jersey.

In March 2007, we acquired the assets of a radiation treatment center located in Casa Grande, Arizona for approximately $8.0 million. The center purchased in Arizona expands our presence into the Central Arizona local market.

In May 2007, we began providing professional services to the North Oakland Medical Center in Michigan.

In July 2007, we acquired the assets of a radiation treatment center located in Salisbury, Maryland for approximately $16.6 million plus the assumption of debt of approximately $2.3 million and ended a hospital-based arrangement with a hospital in this local market. The center purchased in Maryland further expands the Company's presence into the central Maryland local market.

In July 2007, we purchased the remaining 49.9% interest in a radiation treatment center located in Berlin, Maryland from our former joint venture partner for approximately $2.1 million.

In August 2007, we paid a three-year contingent earn-out of approximately $4.4 million to Associated Radiation Oncologists, Inc. relating to our acquisition of five radiation treatment centers located in Clark County, Nevada acquired in May 2005.

In August 2007, we acquired the assets of a radiation treatment center located in Redding, California for approximately $9.9 million. The center purchased in California expands our presence into a new local market.

In September 2007, we acquired the assets of a radiation treatment center located in Greenville, North Carolina and a professional services arrangement at a hospital-based facility in nearby Kinston, North Carolina for approximately $28.1 million. The center purchased in North Carolina expands the Company's presence into a new local market.

In September 2007, we internally developed a freestanding facility in Aventura, Florida, completing the transition of that facility from a hospital-based arrangement to a freestanding center.

In November 2007, we internally developed our second freestanding facility in our Southern Pennsylvania local market in Littlestown.

During 2007, we acquired the assets of several urology and surgery practices within our Florida local markets for approximately $2.6 million, to expand our affiliations with other physicians and to strengthen our clinical working relationships.

In 2008, we internally developed seven new radiation centers, acquired six new radiation treatment centers, added one hospital-based/other group arrangement, ended one hospital-based arrangement, and acquired the assets of several urology and medical oncology practices as follows:

In January 2008, we opened our East Naples, Florida treatment center and began treating patients at the facility.

In March 2008, we transitioned our acquired Vegas Valley, Nevada center to a new internally developed center in Fort Apache, Nevada.

In April 2008, we opened our Jacksonville, Florida treatment center and began treating patients at the facility.

In April 2008, we acquired the assets of a radiation treatment center located in southwest Florida for approximately $25.1 million. The center purchased in southwest Florida will further expand our presence in the market.

In June 2008, we acquired the assets of three radiation treatment centers located in Sun City and Phoenix, Arizona for approximately $23.4. The centers purchased in Arizona further expands our presence into the Central Arizona market. In addition to the $23.4 million, the purchase price arrangement included a $2.3 million deferred purchase price contingent on reaching a certain level of business volume. In September 2009, the centers achieved the level of business volume and the $2.3 million was paid from restricted cash and recorded as additional goodwill.

In July 2008, we acquired the assets of a radiation treatment center located in Fairlea, West Virginia for approximately $17.7 million. The center purchased in West Virginia further expands our presence into the West Virginia market. In addition to the $17.7 million, the purchase price arrangement included a $2.0 million deferred purchase price contingent on the transfer of the certificate of need license. The certificate of need license was transferred in January 2009 and the funds including interest totaling approximately $2.0 million were paid.

In August 2008, we transitioned our acquired Scottsdale, Arizona center to a new internally developed center also in Scottsdale, Arizona.

In October 2008, we contributed a radiation treatment center located in Northern California to a joint venture with a hospital. The hospital contributed the assets of the freestanding radiation center in Mt. Shasta, on its hospital campus to the joint venture. We maintain a 57.3% ownership interest in the joint venture and the results of the operations of the joint venture are included in our consolidated financial statements included elsewhere in this prospectus.

In October 2008, we opened our Peoria, Arizona treatment center and began treating patients at the facility.

In October 2008, we opened our Mohali, India treatment center and began treating patients at the facility. We own approximately 50% of the facility through a joint venture partnership.

In November 2008, we opened for business our Lakewood Ranch, Florida treatment center and began treating patients at the facility.

In December 2008, we opened for business our Rancho Mirage, California treatment center and began treating patients at the facility.

During the fourth quarter of 2008, we terminated a professional services arrangement with North Oakland Medical Center in Michigan due to declining business activity with the medical center. We entered into a contractual arrangement to provide radiation therapy treatment to patients with a medical group in Corona, California and provide professional services to a dermatology group in Lee County, Florida. We also closed an office in Vegas Buffalo, Nevada to consolidate and treat the patients at other office locations within the market.

During 2008, we acquired the assets of several urology and medical oncology practices in Florida for approximately $1.9 million. The urology and medical oncology practices provide synergistic clinical services to our patients in the respective markets in which we treat.

In 2009, we internally developed seven new radiation centers, transitioned a hospital based arrangement to a freestanding radiation center, consolidated five radiation centers, and ended two hospital-based arrangements, and acquired the assets of several physician practices as follows:

In January 2009, we purchased a 33% interest in Medical Developers, LLC, a joint venture affiliated with the brother and father of Dr. Dosoretz, our Chief Executive Officer, President and a director on the Company's board of directors, that holds a majority equity interest in, and manages, 25 radiation therapy treatment centers through 15 legal entities in South America. Central America and the Caribbean (which translates into us owning a 19% indirect ownership interest in the underlying radiation therapy treatment centers), and a 19% interest in a joint venture that operates a treatment center in Guatemala for an aggregate of approximately $10.4 million, subject to final determination of the purchase price based on a multiple of historical earnings before interest, taxes and depreciation and amortization. In January 2010, we finalized the amount due for our 33% interest in the joint venture and paid an additional $1.9 million. The transaction is accounted for under the equity method. We also have a four-year call option to purchase the remaining 67% in the Medical Developers, LLC joint venture in which we purchased a 33% interest, which would result in an ownership interest of approximately 90% in the underlying radiation oncology business located in South America, Central America and the Caribbean, at a price based on a multiple of historical earnings before interest, taxes and depreciation and amortization. See "Certain Relationships and Related Party Transactions."

In January 2009, we opened our Hammonton, New Jersey and Indio, California treatment centers and began treating patients at the facilities and converted a hospital based arrangement to a freestanding facility in Bronx-Lebanon, New York.

In June 2009, we opened two additional radiation treatment centers, one in Southbridge, Massachusetts and another treatment center in Gilbert, Arizona.

In July 2009, we opened a radiation treatment center in Providence, Rhode Island in partnership with a hospital to provide stereotactic radio-surgery through the use of a cyberknife. We own approximately 45% of the joint venture.

During 2009, we acquired the assets of several physician practices in Florida for approximately $0.2 million. The physician practices provide synergistic clinical services to our patients in the respective markets in which we treat.

During the fourth quarter of 2009, we closed five offices including two centers in Florida, one in Pennsylvania, one in Arizona and one in Nevada. We closed these offices to consolidate the number of offices within the market in order to leverage adjacent centers and/or due to excess capacity. The patients treated at these offices will be treated within the same market at other existing radiation treatment centers.

In 2009, we terminated two professional service agreements with two hospitals, one in Florida in January 2009 and one in New Jersey in June 2009.

In 2010, we internally developed two new radiation centers, sold one radiation center, acquired a radiation center, and acquired the assets of several physician practices as follows:

In March 2010, we contributed approximately $3.0 million in tangible assets for a 77.3% interest in a joint venture with a group of physicians to open a radiation treatment center in El Segundo, California. The radiation treatment center expands our presence into the California market.

On April 30, 2010, we sold certain assets of the Gettysburg facility to one of Gettysburg Radiation, LLC's minority equityholders for approximately $925,000. Due to the poor local economy, as well as the opening of a radiation therapy center by a nearby hospital, the performance of the Gettysburg facility deteriorated significantly.

In April 2010, we entered into definitive agreements with Carolina Regional Cancer Center, P.A. for the acquisition of a radiation treatment center in Myrtle Beach, South Carolina that holds three certificate of need licenses, and Atlantic Urology Clinics, LLC, Adult & Pediatric Urology Center of the Carolina, P.A., Coastal Urology Center, P.A. and Grand Strand Urology, LLP with respect to the acquisition of the assets of these Myrtle Beach-based physician practices. On May 3, 2010, we consummated these acquisitions for a combined purchase price of approximately $34.2 million in cash. The acquisition of the Myrtle Beach facility expands our presence into a new local market within an existing regional division.

During the first nine months of 2010, we acquired the assets of several physician practices in Florida and Arizona for approximately $749,000. The physician practices provide synergistic clinical services to our patients in the respective markets in which we treat.

The operations of the foregoing acquisitions have been included in the accompanying consolidated statements of operations and comprehensive (loss) income from the respective dates of each acquisition. When we acquire a treatment center, the purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values.

As of September 30, 2010, we have one replacement de novo radiation treatment center project in process and have completed three radiation treatment centers of which one is a replacement through the nine months ended September 30, 2010. The internal development of radiation treatment centers is

subject to a number of risks including but not limited to risks related to negotiating and finalizing agreements, construction delays, unexpected costs, obtaining required regulatory permits, licenses and approvals and the availability of qualified healthcare and administrative professionals and personnel. As such, we cannot assure you that we will be able to successfully develop radiation treatment centers in accordance with our current plans and any failure or material delay in successfully completing planned internally developed treatment centers could harm our business and impair our future growth.

We have been selected by a consortium of leading New York academic medical centers (including Memorial Sloan Kettering Cancer Center, Beth Israel Medical Center/Continuum Health System, NYU Langone Medical Center, Mt. Sinai Medical Center, and Montefiore Medical Center) to serve as the developer and manager of a proton beam therapy ("PBT") center to be constructed in Manhattan. The project is in the final stages of certificate of need approval. We expect to invest approximately $10,000,000 in the project and will have an approximate 25% ownership interest. We will also receive a management fee of 5% of collected revenues. The project is expected to commence operations in mid-2014. The project has been the subject to litigation. See "Business—Legal Proceedings."

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We continuously evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management's subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used in the preparation of our consolidated financial statements.

We evaluate certain of our radiation oncology practices in order to determine if they are variable interest entities ("VIE"). This evaluation resulted in determining that certain of our radiation oncology practices were potential variable interests. For each of these practices, we have determined (1) the sufficiency of the fair value of the entities' equity investments at risk to absorb losses, (2) that, as a group, the holders of the equity investments at risk have (a) the direct or indirect ability through voting rights to make decisions about the entities' significant activities, (b) the obligation to absorb the expected losses of the entity and their obligations are not protected directly or indirectly, and (c) the right to receive the expected residual return of the entity, and (3) substantially all of the entities' activities do not involve or are not conducted on behalf of an investor that has disproportionately fewer voting rights in terms of its obligation to absorb the expected losses or its right to receive expected residual returns of the entity, or both. ASC 810, "Consolidation" ("ASC 810"), requires a company to consolidate VIEs if the company is the primary beneficiary of the activities of those entities. Certain of our radiation oncology practices are variable interest entities and we have a variable interest in certain of these practices through our administrative services agreements. Pursuant to ASC 810, through our variable interests in these practices, we have the power to direct the activities of these practices that most significantly impact the entity's economic performance and we would absorb a majority of the expected losses of these practices should they occur. Based on these determinations, we have included

these radiation oncology practices in our consolidated financial statements for all periods presented. All significant intercompany accounts and transactions have been eliminated.

We adopted updated accounting guidance beginning with the first quarter of 2010, by providing an ongoing qualitative rather than quantitative assessment of our ability to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and our rights or obligations to receive benefits or absorb losses, in order to determine whether those entities will be required to be consolidated in our consolidated financial statements. The adoption of the new guidance had no material impact to our financial statements and results of operations.

We have agreements with third-party payers that provide us payments at amounts different from our established rates. Net patient service revenue is reported at the estimated net realizable amounts due from patients, third-party payers and others for services rendered. Net patient service revenue is recognized as services are provided. Medicare and other governmental programs reimburse physicians based on fee schedules, which are determined by the related government agency. We also have agreements with managed care organizations to provide physician services based on negotiated fee schedules. Accordingly, the revenues reported in our consolidated financial statements are recorded at the amount that is expected to be received.

We derive a significant portion of our revenues from Medicare, Medicaid and other payers that receive discounts from our standard charges. We must estimate the total amount of these discounts to prepare our consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. We estimate the allowance for contractual discounts on a payer class basis given our interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from our estimates. Additionally, updated regulations and contract renegotiations occur frequently necessitating regular review and assessment of the estimation process. Changes in estimates related to the allowance for contractual discounts affect revenues reported in our consolidated statements of operations and comprehensive (loss) income.

During the years ended 2007, 2008 and 2009 and the nine months ended September 30, 2009 and 2010, approximately 51%, 47%, 44%, 44% and 47%, respectively, of net patient service revenue related to services rendered under the Medicare and Medicaid programs. In the ordinary course of business, we are potentially subject to a review by regulatory agencies concerning the accuracy of billings and sufficiency of supporting documentation of procedures performed. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that estimates will change by a material amount in the near term.

Accounts receivable are reported net of estimated allowances for doubtful accounts and contractual adjustments. Accounts receivable are uncollateralized and primarily consist of amounts due from third-party payers and patients. To provide for accounts receivable that could become uncollectible in the future, we establish an allowance for doubtful accounts to reduce the carrying amount of such receivables to their estimated net realizable value. The credit risk for other concentrations (other than Medicare) of receivables is limited due to the large number of insurance companies and other payers that provide payments for our services. We do not believe that there are any other significant concentrations of receivables from any particular payer that would subject us to any significant credit risk in the collection of our accounts receivable.

The amount of the provision for doubtful accounts is based upon our assessment of historical and expected net collections, business and economic conditions, trends in Federal and state governmental healthcare coverage and other collection indicators. The primary tool used in our assessment is an annual, detailed review of historical collections and write-offs of accounts receivable. The results of our detailed review of historical collections and write-offs, adjusted for changes in trends and conditions, are used to evaluate the allowance amount for the current period. Accounts receivable are written-off after collection efforts have been followed in accordance with our policies.

Intangible assets consist of trade names, non-compete agreements and licenses. Trade names have an indefinite life and are tested annually for impairment. Non-compete agreements and licenses are amortized over the life of the agreement (which typically ranges from 2 to 10 years) using the straight-line method.

In accordance with ASC 360, "Accounting for the Impairment or Disposal of Long-Lived Assets", we review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. Assessment of possible impairment of a particular asset is based on our ability to recover the carrying value of such asset based on our estimate of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of such asset, an impairment charge would be recognized for the amount by which the asset's carrying value exceeds its estimated fair value

All share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense in the statement of operations and comprehensive (loss) income over the requisite service period.

We adopted ASC 718, "Compensation-Stock Compensation" ("ASC 718") using the modified prospective transition method for all other stock based compensation awards. Upon adoption of ASC 718, we continued to use the Black-Scholes valuation model for valuing all stock options. Compensation for non-vested stock grants is measured at fair value on the grant date based on the number of shares expected to vest and the quoted market prices if applicable. Compensation cost for awards with service conditions are recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. Compensation cost for awards with performance and market conditions are recognized in earnings, net of estimated forfeiture using the accelerated attribution method over the service period.

We make estimates in recording our provision for income taxes, including determination of deferred tax assets and deferred tax liabilities and any valuation allowances that might be required against the deferred tax assets. ASC 740, "Income Taxes" ("ASC 740") requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Prior to 2009, no valuation allowances were considered necessary. The losses incurred in the year ended December 31, 2009, and the net cumulative loss for the current and prior two years on some state returns, represents sufficient negative evidence under the provisions of ASC 740 for us

to determine that the establishment of a valuation allowance is appropriate. This valuation allowance will offset assets associated with future tax benefits from state net operating losses.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

We adopted the provisions of ASC 740 concerning the accounting for uncertainty in income taxes on January 1, 2007. As a result, we recognized an increase in the liability for unrecognized tax positions, which was recorded as a reduction in retained earnings, which, if recognized in income tax expense, would have impacted the effective tax rate.

We are subject to taxation in the U.S. and approximately 16 state jurisdictions. However, the principal jurisdictions for which we are subject to tax are the U.S. and Florida.

The Company's future effective tax rates could be affected by changes in the relative mix of taxable income and taxable loss jurisdictions, changes in the valuation of deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. The Company monitors the assumptions used in estimating the annual effective tax rate and makes adjustments, if required, throughout the year. If actual results differ from the assumptions used in estimating the Company's annual effective tax rates, future income tax expense (benefit) could be materially affected.

On January 1, 2009, we adopted changes issued by the FASB to the authoritative hierarchy of GAAP. These changes establish the FASB ASC as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates ("ASU"). Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the ASC. These changes and the ASC itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on our consolidated financial statements.

On January 1, 2009, we adopted changes issued by the FASB to non-controlling interests in consolidated financial statements. These changes require, among other items, that a non-controlling interest be included within equity separate from the parent's equity; consolidated net income be reported at amounts inclusive of both the parent's and non-controlling interest's shares; and, separately, the amounts of consolidated net income attributable to the parent and non-controlling interest all be

reported on the consolidated statement of operations. The adoption of the changes have been applied retrospectively for all periods presented.

Effective January 1, 2009, we adopted changes issued by the FASB related to accounting for business combinations. These changes retain the purchase method of accounting for acquisitions, but require a number of changes, including changes in the way assets and liabilities are recognized in purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, these changes provide guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We have applied these changes to prospective acquisitions beginning January 1, 2009.

Effective January 1, 2009, we adopted changes issued by the FASB to the method of determination of the useful life of intangible assets. This guidance amends the factors that should be considered in determining the useful life of a recognized intangible asset. The intent of this guidance is to improve consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. The adoption of this guidance did not have a material impact on our consolidated results of operations or financial position.

Effective January 1, 2009, we adopted changes issued by the FASB to equity method investment accounting. These changes clarify the accounting for certain transactions and impairment considerations involving equity method investments. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, or cash flows.

Effective January 1, 2009, we adopted changes issued by the FASB to disclosures about derivative instruments and hedging activities. This guidance requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. The objective of the guidance is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. We adopted the enhanced disclosure requirements regarding derivative instruments and hedging activities.

In June 2009, the FASB issued changes to the accounting for VIEs. These changes require an enterprise (i) to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity; (ii) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; (iii) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; (iv) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance; and (v) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. These changes become effective for us on January 1, 2010. We adopted the changes on January 1, 2010 which had no material impact to the presentation of the consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements" ("ASU 2010-06") which amends "Fair Value Measurements and Disclosures" to clarify certain existing disclosure requirements and to require a number of additional disclosures, including amounts and reasons for significant transfers between the three levels of the fair value hierarchy, and presentation of certain information in the reconciliation of recurring Level 3 measurements on a gross basis. ASU 2010-06 was effective for us on January 1, 2010, with certain disclosures effective for periods beginning January 1, 2011. The initial adoption of ASU

2010-06 resulted in additional disclosure in the notes to the financial statements but did not have an impact on our financial position or results of operations.

In July 2010, the FASB issued ASU No. 2010-20, "Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" ("ASU 2010-20"). ASU 2010-20 intends to enhance a financial statement user's ability to evaluate the entity's credit risk exposures and adequacy of its allowance for credit losses by requiring additional disclosure about the nature of credit risk inherent in the portfolio of receivables, factors and methodologies used in estimating the allowance for credit losses and activity that occurs during a period for both finance receivables and allowance for credit losses. The scope of ASU 2010-20 is limited to financing receivables, excluding short-term trade accounts receivable and receivables measured at fair value or lower of cost or fair value. The guidance provides definitions of a finance receivable, portfolio segment, class of finance receivable, and credit quality indicator. ASU 2010-20 also makes significant changes to the disclosure requirements, including further disaggregation of the information presented based on portfolio segment or class of finance receivable. ASU 2010-20 is effective for us on January 1, 2011. The initial adoption of ASU 2010-20 will result in additional disclosures in the notes to the financial statements but will not have an impact on our financial position or results of operations.

In August 2010, the FASB issued ASU 2010-23, "Health Care Entities (Topic 954): Measuring Charity Care for Disclosure" ("ASU 2010-23"), which amends ASC 954 to require that cost be used as the measurement basis for charity care disclosure purposes and that cost be identified as the direct and indirect costs of providing the charity care. ASU 2010-23 is effective for us on January 1, 2011. The initial adoption of ASU 2010-23 will result in additional disclosures in the notes to the financial statements but will not have an impact on our financial position or results of operations.

In August 2010, the FASB issued ASU 2010-24, "Health Care Entities (Topic 954): Presentation of Insurance Claims and Related Insurance Recoveries" ("ASU 2010-24"), which amends ASC 954 to clarify that a health care entity cannot net insurance recoveries against a related claim liability. Additionally, ASU 2010-24 notes the amount of the claim liability should be determined without consideration of insurance recoveries. ASU 2010-24 is effective for us on January 1, 2011. We are currently assessing the impact of this guidance on our financial statements.

Legislative and regulatory action has resulted in continuing changes in reimbursement under the Medicare and Medicaid programs that will continue to limit payments we receive under these programs.

Within the statutory framework of the Medicare and Medicaid programs, there are substantial areas subject to legislative and regulatory changes, administrative rulings, interpretations, and discretion which may further affect payments made under those programs, and the federal and state governments may, in the future, reduce the funds available under those programs or require more stringent utilization and quality reviews of our treatment centers or require other changes in our operations. Additionally, there may be a continued rise in managed care programs and future restructuring of the financing and delivery of healthcare in the United States. These events could have an adverse effect on our future financial results.

While inflation was not a material factor in either revenue or operating expenses during the periods presented, the healthcare industry is labor- intensive. Wages and other expenses increase during periods of inflation and labor shortages, such as the nationwide shortage of dosimetrists and radiation therapists. In addition, suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures to curb increases in operating costs and expenses. We have to date

offset increases in operating costs by increasing reimbursement or expanding services. However, we cannot predict our ability to cover, or offset, future cost increases.

The following table sets forth our contractual obligations as of September 30, 2010.

We do not currently have any off-balance sheet arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

We are exposed to various market risks as a part of our operations, and we anticipate that this exposure will increase as a result of our planned growth. In an effort to mitigate losses associated with these risks, we may at times enter into derivative financial instruments. These derivative financial instruments may take the form of forward sales contracts, option contracts, and interest rate swaps. We have not and do not intend to engage in the practice of trading derivative securities for profit. Because

our borrowings under our senior secured credit facilities will bear interest at variable rates, we are sensitive to changes in prevailing interest rates. We currently manage part of our interest rate risk under an interest rate swap agreement. We are not exposed to any market risks related to foreign currencies.

We are exposed to changes in interest rates as a result of our outstanding variable rate debt. To reduce the interest rate exposure, we entered into an interest rate swap agreement whereby we fixed the interest rate on the notional amount of approximately $290.6 million of our senior secured term loan facility, effective as of June 30, 2008. The rate and maturity of the interest rate swap is 3.67% plus a margin, which is currently 425 basis points, and expires on March 31, 2012. The amount of our senior secured term loan facility subject to the interest rate swap agreement will reduce from $290.6 million to $116.0 million by the end of the term. At September 30, 2010 and December 31, 2009, the amount of the floating rate senior debt subject to the interest rate swap was $174.2 million and $232.4 million, respectively.

The swap is a derivative and is accounted for under ASC 815, "Derivatives and Hedging" ("ASC 815"). The fair value of the swap agreement, representing the estimated amount that we would pay to a third party assuming our obligations under the interest rate swap agreement terminated at September 30, 2010 and December 31, 2009, was approximately $6.3 million and $7.7 million, respectively. The estimated fair value of our interest rate swap was determined using the income approach that considers various inputs and assumptions, including LIBOR swap rates, cash flow activity, yield curves and other relevant economic measures, all of which are observable market inputs that are classified under Level 2 of the fair value hierarchy. The fair value also incorporates valuation adjustments for credit risk.

Since we have the ability to elect different interest rates on the debt at each reset date, and our senior secured credit facilities contain certain prepayment provisions, the hedging relationship does not qualify for use of the shortcut method under ASC 815. Therefore, the effectiveness of the hedge relationships are assessed on a quarterly basis during the life of the hedge through regression analysis. The entire change in fair market value is recorded in equity, net of tax, as other comprehensive income (loss).

Outstanding balances under our senior secured credit facilities bear interest based on either LIBOR plus an initial spread, or the alternate base rate ("ABR") plus an initial spread, at our option. Accordingly, an adverse change in interest rates would cause an increase in the amount of interest paid. As of September 30, 2010, we have interest rate exposure on $91.2 million of our senior secured credit facilities. A 100 basis point change in interest rates on our senior secured credit facilities would result in an increase of $0.9 million in the amount of annualized interest paid and annualized interest expense recognized in our consolidated financial statements.

According to industry experts, the United States radiation therapy market was estimated to be approximately $8 billion in 2007. The market's growth is driven by the increasing number of cancer

diagnoses and the development and use of increasingly effective technologies that enable more types of cancer-related tumors to be treated with radiation therapy. The American Cancer Society estimated that approximately 1.5 million new cancer cases were diagnosed in the United States in 2009. As the U.S. population ages, the number of cancer diagnoses is expected to continue to increase, as approximately 77% of all cancers are currently being diagnosed in people over the age of 55. Radiation therapy is a primary treatment method for cancer and, according to ASTRO, nearly two-thirds of patients diagnosed with cancer receive radiation therapy during their illness. Radiation therapy's share of the cancer treatment market has increased as a result of new radiation therapy technologies that better target cancerous tumors and lead to fewer side effects as compared to other forms of treatment and to previous radiation therapy treatments.

The radiation therapy market is highly fragmented. Currently, there are over 2,200 locations providing radiation therapy in the U.S., of which approximately 960 were freestanding, or non-hospital based, treatment centers. Currently, approximately 30% of freestanding treatment centers are affiliated with the largest four provider networks, which includes Radiation Therapy Services, Inc.

We believe that the following competitive strengths have allowed us to achieve and maintain our position as a leading provider of radiation therapy:

in the process of developing the radiation treatment plan for each patient as well as making sure the equipment is properly calibrated. We generally have two physicists at three to four treatment centers in each of our local markets (as opposed to in each treatment center) which increases resource utilization and provides enhanced treatment consistency. In addition, we are able to provide our patients with a full technological spectrum, including less common treatment alternatives, by equipping each of our local markets, as opposed to each treatment center, with the necessary technology and know-how and thus doing so on a more cost-effective basis. Our scale also allows us to serve as a center for leading clinical research and technological advances, which helps us attract and retain talented radiation oncologists, physicists and other professionals. Furthermore, our national platform, reputation, recruiting ability and market knowledge enable us to respond quickly and efficiently to new acquisition as well as de novo opportunities. Since the beginning of 2003, we have acquired or developed 66 treatment centers and entered into 16 new local markets. Finally, our centralized approach to business functions such as purchasing, accounting, administration, billing and information technology enables us to leverage economies of scale in various direct and indirect costs.

Leading Radiation Oncologists—We have been successful in recruiting, acquiring practices from, and retaining radiation oncologists with excellent academic and clinical backgrounds who we believe have potential for professional growth. Our 100 radiation oncologists have an average of over 17 years of experience and we believe our most senior clinical leadership are regarded as industry leaders. As a physician-led organization, we value superior training, research capabilities and mentoring. In addition to being educated and trained at some of the world's most prestigious and well recognized medical training centers and universities, our physicians have held positions in radiation oncology's elite research institutes, societies and regulatory bodies. These institutions and societies include ASTRO, ACRO, AFROC and Radiation Therapy Oncology Group. Our clinical leadership also publishes frequently as academic contributors, having co-authored numerous white papers, radiation therapy research projects, and empirical studies in a wide range of international and domestic medical journals. We attract and retain our existing physicians by:

Stable and Growing Business with Strong Operating Cash Flow—There are several underlying factors that we believe contribute to the stability and growing performance of our business; most notably, the aging of the U.S. population and resultant rise in cancer cases, and that radiation therapy remains a primary tool used to treat cancer. Additionally, our growth is attributable to our utilization of more advanced treatment technologies, which typically generates higher revenue growth and higher margins. In addition to stable and growing revenues, our base business includes characteristics that produce significant operating cash flow such as low operating costs and minimal working capital needs. The generation of operating cash flow allows us to either reinvest in our business through capital expenditures and growth initiatives and/or reduce indebtedness, each as determined by our business and financial strategies.

development team and unique market analysis software that enables us to proactively identify and prioritize acquisition targets based on demographics, payer landscape and competition, among other things. The radiation therapy market is highly fragmented, as approximately 30% of the market's freestanding centers are affiliated with the four largest provider networks, which includes Radiation Therapy Services, Inc. As a result, we believe our pipeline of potential targets is robust and acquisitions will remain a significant part of our core growth strategy. As a leading national platform company in the industry, we believe we are a preferred acquirer in light of the services and benefits we can offer.

Experienced and Committed Management Team and Equity Sponsor—Our senior management team, several of whom are practicing radiation oncologists, has extensive public and private sector experience in healthcare, in particular radiation oncology. Excluding our recently appointed Chief Financial Officer, our senior management team has been with us for an average of 17 years and averages approximately 24 years in the radiation therapy industry. Since 1999, members of our management team have helped to grow the Company from $56.4 million in total revenues to $524.5 million of total revenues for the year ended December 31, 2009. This growth has occurred both organically and through the integration of 49 treatment centers acquired since 1999. In addition, our equity sponsor, Vestar, has considerable experience making successful investments in a wide variety of industries, including healthcare.

Maintain Emphasis on Service and Quality of Care—We focus on providing our patients with an environment that minimizes the stress and uncertainty of being diagnosed with and treated for cancer. We aim to enhance patients' overall quality of life by providing technologically advanced radiation treatment alternatives that deliver more effective radiation directly to cancerous cells while minimizing harm to surrounding tissues and reducing side effects. As an example, one of our most recent technologies, Gamma Function, provides enhanced quality control during treatment delivery. Gamma Function effectively measures the radiation byproduct, or throughput, as the beam exits the body, thereby measuring the accuracy of the radiation delivery to the prescribed tumor site and giving the physician more frequent opportunities to re-design treatment plans during a course of an overall treatment regimen. Additionally, we verify every accelerator's output daily and voluntarily re-calibrate each machine annually using the services provided by the M.D. Anderson Radiation Physics Center at the University of Texas to ensure that our stringent quality control standards are met. We have a compliance program that is consistent with guidelines issued by the OIG of the DHHS. Our compliance team, led by a senior officer who has been with the Company since 2004, coupled with our in-house physics and maintenance departments, complements our front-end focus on employing the best physicians and using the most advanced technologies to provide our patients with superior care in a safe and quality-controlled environment.

addition, our radiation oncologists are available to patients at any time to discuss proposed treatments, possible side effects, and expected results of treatment. Finally, we offer support services in the areas of psychological and nutritional counseling as well as transportation assistance, consistent with applicable regulatory guidelines, each of which improves the patient experience. We believe our focus on patient service enhances the quality of care provided, differentiates us from other radiation therapy providers and strengthens our relationships with referring physicians.

Continue to Lead in Clinical Excellence—For more than 20 years, we believe we have differentiated ourselves from other industry participants by proactively investing in a superior, research-driven clinical and technological infrastructure that has advanced our clinical treatment capabilities. As early as 1989, we founded, and still run, the only fully accredited privately-owned radiation therapy and dosimetry schools in the country. In addition, we have an affiliated physics program with the University of Pennsylvania. As a result, we have recruited, trained, certified and retained many highly-talented medical physicists, dosimetrists and radiation therapists. Further, we have consistently invested in industry-leading and revolutionary technologies, through partnerships with renowned research institutes, proprietary experimental research entities and other for-profit businesses. We have also, through our own research initiatives and resources, developed and implemented treatment technologies exclusive to the Company. For example, Gamma Function (more fully described above) is an in-house developed software tool that we use to measure the quality of radiation therapy delivered to our patients. Currently, we are exploring more formalized initiatives to use our vast amount of data to lead and support studies and programs measuring quality outcomes of various treatment protocols.

existing equipment and technologies where applicable, enhancing treatment mix, introducing advanced therapies and services, providing clinical expertise and enabling our new physicians and patients to access our broad network of centers, contracts and resources. For example, our existing physicians and clinical experts are often able to educate the physicians at our acquired centers on the clinical benefits of using advanced technologies such as IMRT and IGRT, thereby increasing the penetration of these services in the center's overall treatment mix and resulting in higher average revenue per treatment, increased profitability and improved patient care. We are currently considering a number of acquisition opportunities, some of which could be material.

Develop New Treatment Centers in Existing and New Markets—We plan to develop treatment centers to expand our existing local markets and selectively enter new local markets. As of September 30, 2010, we have one replacement de novo treatment center under development. We have significant experience in the design and construction of radiation treatment centers, having internally developed 26 treatment centers since the beginning of 2003. In 2009, we opened de novo treatment centers in Hammonton, New Jersey; Indio, California; Fort Myers, Florida; Southbridge, Massachusetts; Gilbert, Arizona; Providence, Rhode Island and Yucca Valley, California, and in the first half of 2010, we opened de novo treatment centers in Pembroke Pines, Florida and Los Angeles, California. We evaluate potential expansion into new and existing local markets based on demographic characteristics, pre-existing relationships with physicians or hospitals, the competitive landscape and the payer and regulatory environments. Our newly-developed treatment centers typically achieve positive cash flow within six to fifteen months after opening, depending upon whether it is an existing or new market, and the use of third party organizations minimizes our up front capital requirements. We may also from time to time enter new local markets through strategic alliances and joint ventures.

We have 27 years of experience operating radiation treatment centers. We have developed an integrated operating model, which is comprised of the following key elements:

Treatment Center Operations. Our treatment centers are designed specifically to deliver high-quality radiation therapy in a patient-friendly environment. A treatment center typically has one or two linear accelerators, with additional rooms for simulators, CT scans, physician offices, film processing and physics functions. In addition, treatment centers include a patient waiting room, dressing rooms, exam rooms and hospitality rooms, all of which are designed to minimize patient discomfort.

Cancer patients referred to one of our radiation oncologists are provided with an initial consultation, which includes an evaluation of the patient's condition to determine if radiation therapy is appropriate, followed by a discussion of the effects of the therapy. If radiation therapy is selected as a method of treatment, the medical staff engages in clinical treatment planning. Clinical treatment planning utilizes x-rays, CT imaging, ultrasound, PET imaging and, in many cases, advanced computerized 3-D conformal imaging programs, in order to locate the tumor, determine the best treatment modality and the treatment's optimal radiation dosage, and select the appropriate treatment regimen.

Our radiation treatment centers typically range from 5,000 to 12,000 square feet, have a radiation oncologist and a staff ranging between ten and 25 people, depending on treatment center capacity and patient volume. The typical treatment center staff includes: radiation therapists, who deliver the radiation therapy, medical assistants or medical technicians, an office financial manager, receptionist, transcriptionist, block cutter, file clerk and van driver. In markets where we have more than one treatment center, we can more efficiently provide certain specialists to each treatment center, such as physicists, dosimetrists and engineers who service the treatment centers within that local market.

Standardized Operating Procedures. We have developed standardized operating procedures for our treatment centers in order to ensure that our professionals are able to operate uniformly and efficiently. Our manuals, policies and procedures are refined and modified as needed to increase productivity and efficiency and to provide for the safety of our employees and patients. We believe that our standard operating procedures facilitate the interaction of physicians, physicists, dosimetrists and radiation therapists and permit the interchange of employees among our treatment centers. In addition, standardized procedures facilitate the training of new employees.

Coding and Billing. Coding involves the translation of data from a patient's medical chart to our billing system for submission to third-party payers. Our treatment centers provide radiation therapy services under approximately 60 different professional and technical codes, which determine reimbursement. Our Medical Director and Chief Compliance Officer along with our certified professional coders work together to establish coding and billing rules and procedures to be utilized at our radiation treatment centers providing consistency across centers. In each radiation treatment center, our certified coders in charge of executing these rules and procedures with the trained personnel located at each treatment center. To provide an external check on the integrity of the coding process, we conduct internal audits and have also retained the services of a third-party consultant to review and assess our coding procedures and processes on a periodic basis. Billing and collection functions are centrally performed by staff at our executive offices.

Management Information Systems. We utilize centralized management information systems to closely monitor data related to each treatment center's operations and financial performance. Our management information systems are used to track patient data, physician productivity and coding, as well as billing functions. Our management information systems also provide monthly budget analyses, financial comparisons to prior periods and comparisons among treatment centers, thus enabling management to evaluate the individual and collective performance of our treatment centers. We developed a proprietary image and text retrieval system referred to as the Oncology Wide-Area Network ("OWAN"), which facilitates the storage and review of patient medical charts and films. We periodically review our management information systems for possible refinements and upgrading. Our management information systems personnel install and maintain our system hardware, develop and maintain specialized software and are able to integrate the systems of the practices we acquire.

Maintenance and Physics Departments. We have established maintenance and physics departments which implement standardized procedures for the acquisition, installation, calibration, use, maintenance and replacement of our linear accelerators, simulators and related equipment, as well as to the overall operation of our treatment centers. Our engineers, in conjunction with manufacturers' representatives, perform preventive maintenance, repairs and installations of our linear accelerators. This enables our treatment centers to ensure quality, maximize equipment productivity and minimize downtime. In addition, the maintenance department maintains a warehouse of linear accelerator parts in order to provide equipment backup. Our physicists monitor and test the accuracy and integrity of each of our linear accelerators on a regular basis to ensure the safety and effectiveness of patient treatment. This testing also helps ensure that the linear accelerators are uniformly and properly calibrated. Independent machine verifications are done annually using the services provided by the M.D. Anderson Radiation Physics Center to confirm proper calibrations.

Total Quality Management Program. We strive to achieve total quality management throughout our organization. Our treatment centers, either directly or in cooperation with the appropriate professional corporation or hospital, have a standardized total quality management program consisting of programs to monitor the design of the individual treatment of the patient via the evaluation of charts by radiation oncologists, physicists, dosimetrists and radiation therapists and for the ongoing validation of radiation therapy equipment. Each of our new radiation oncologists is assigned to a senior radiation oncologist who reviews each patient's course of treatment through the patient's medical chart using our OWAN. Furthermore, the data in our patient database is used to evaluate patient outcomes and to modify treatment patterns as necessary to improve patient care. We also utilize patient questionnaires to monitor patient satisfaction with the radiation therapy they receive.

Clinical Research. We believe that a well-managed clinical research program enhances the reputation of our radiation oncologists and our ability to recruit new radiation oncologists. Our treatment centers participate in national cooperative group trials and we have a full-time, in-house research staff to assure compliance with such trials and to perform related outcome analyses. We maintain a proprietary database of information on over 110,000 patients. The data collected includes tumor characteristics such as stage, histology and grade, radiation treatment parameters, other treatments delivered and complications. This data can be used by the radiation oncologists and others to conduct research, measure quality outcomes and improve patient care. These research and outcome studies often are presented at international conferences and published in trade journals. Through 2009, our radiation oncologists have published more than 615 articles in peer reviewed journals and related periodicals.

Educational Initiatives. In 1989, we founded The Radiation Therapy School for Radiation Therapy Technology, which is accredited by the Joint Review Committee on Education in Radiologic Technology. The school trains individuals to become radiation therapists. Upon graduation, students become eligible to take the national registry examination administered by the American Registry of Radiologic Technologists. Radiation therapists are responsible for administering treatments prescribed by radiation oncologists and monitoring patients while under treatment. Since opening in 1989, the school has produced 126 graduates, 60 of whom are currently employed by us.

Recognizing a growing need for individuals trained in treatment planning, we founded a Training Program for Medical Dosimetry in 2005. A total of 18 trainees/prospective students have completed or are in the process of completing the program in dosimetry. As of September 30, 2010, 14 trainees have completed the program with two seniors in progress and two additional candidates scheduled to begin in January 2011. Two students successfully passed the certifying exam administered by the Medical Dosimetry Certification Board in June 2010, with five eligible trainees scheduled to sit for the exam in September 2011. In November 2010, the program applied for initial accreditation via the Joint Review Committee on Education in Radiologic Technology (JRCERT; www.jrcert.org) with the matriculation of the two prospective students as members of the January 2011 class.

In addition, we have an affiliated physics program with the University of Pennsylvania.

Privacy of Medical Information. We focus on being compliant with regulations under HIPAA, regarding privacy, security and transmission of health information. We have implemented such regulations into our existing systems, standards and policies to ensure compliance.

Compliance Program. We have a compliance program that is consistent with guidelines issued by the OIG of the DHHS. As part of this compliance program, we adopted a code of ethics and have a full-time compliance officer at the corporate level. Our program includes an anonymous hotline reporting system, compliance training programs, auditing and monitoring programs and a disciplinary system to enforce our code of ethics and other compliance policies. It also includes a process for screening all employees through applicable federal and state databases of sanctioned individuals.

Auditing and monitoring activities include claims preparation and submission and also cover issues such as coding, billing, regulatory compliance and financial arrangements with physicians. These areas are also the focus of our specialized training programs.

We believe our radiation treatment centers are distinguishable from those of many of our competitors because we offer patients a full spectrum of radiation therapy alternatives, including many advanced treatment options that are not otherwise available in certain geographies or offered by other providers. Our radiation treatment services include external beam therapies, such as conformal beam treatment, intensity modulated radiation therapy and stereotactic radiosurgery, as well as internal radiation therapy such as high-dose and low-dose rate brachytherapy. In addition, we utilize various supplementary technologies, including image guided radiation therapy, Gamma Function, respiratory gating and 3-D conformal treatment planning to improve the effectiveness of the radiation treatments. Finally, we provide an array of complementary support services in the areas of psychological and nutritional counseling as well as transportation assistance, consistent with applicable regulatory guidelines. Radiation therapy is given in one of two ways: externally or internally, with some cancers treated utilizing both radiation therapy approaches. Most people undergoing radiation therapy for cancer are treated with external beam radiation therapy. Radiation therapy is used to treat the most common types of cancers including: prostate, breast, lung and colorectal.

External Beam Therapy. External beam radiation therapy involves exposing the patient to an external source of radiation through the use of special equipment that directs radiation at the cancer. Equipment utilized for external beam radiation therapy vary as some are better for treating cancers near the surface of the skin and others are better for treating cancers deeper in the body. A linear accelerator, the most common type of equipment used for external beam radiation therapy, can create both high-energy and low-energy radiation. High-energy radiation is used to treat many types of cancer while low-energy radiation is used to treat some forms of skin cancer. A course of external beam radiation therapy typically ranges from 20 to 40 treatments. Treatments generally are given to a patient once each day with each session lasting for approximately 15 minutes.

Internal Radiation Therapy. Internal radiation therapy also called brachytherapy, involves the placement of the radiation source inside the body. The source of the radiation (such as radioactive iodine) is sealed in a small holder called an implant and is introduced through the aid of thin wires or plastic tubes. Internal radiation therapy places the radiation source as close as possible to the cancer cells and delivers a higher dose of radiation in a shorter time than is possible with external beam treatments. Internal radiation therapy is typically used for cancers of the lung, esophagus, breast, uterus, thyroid, cervix and prostate. Implants may be removed after a short time or left in place permanently (with the radioactivity of the implant dissipating over a short time frame). Temporary implants may be either low-dose rate or high-dose rate. Low-dose rate implants are left in place for several days; high-dose rate implants are removed after a few minutes.

Since all of our treatment centers are clustered into local markets, our treatment centers are distinguished from those of many of our competitors by our ability to offer advanced radiation therapy services. Our advanced radiation treatment services include: image guided radiation therapy, intensity modulated radiation therapy, 3-D conformal treatment planning, stereotactic radiosurgery Gamma Function, respiratory gating and high-dose and low-dose rate brachytherapy.

The following table sets forth the forms of radiation therapy treatments and advanced services that we offer:

Technologies		Description

External Beam Therapy
Conformal Beam Treatment		Enables radiation oncologists to utilize linear accelerator machines to direct radiation beams at the cancer.
IMRT		Enables radiation oncologists to adjust the intensity of the radiation dose and conform the beam along the entire surface of the tumor. IMRT can also be programmed to angle beams of radiation around normal tissue, thereby sparing healthy organs and reducing side effects.
Stereotactic Radiosurgery		Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, stereotactic radiosurgery was used primarily for contained lesions of the brain but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers.
Internal Radiation Therapy
High-Dose Rate Remote Brachytherapy		Enables radiation oncologists to treat cancer by internally delivering higher doses of radiation directly to the cancer.
Low-Dose Rate Brachytherapy		Enables radiation oncologists to treat cancer by internally delivering lower doses of radiation directly to the cancer over an extended period of time (e.g., prostate seed implants).
Advanced Services Used with External Beam Treatment Therapies
IGRT		Enables radiation oncologists to utilize imaging at the time of treatment to localize tumors and to accurately mirror the contour of a tumor from any angle.
Gamma Function		Proprietary capability that for the first time enables measurement of the actual amount of radiation delivered during a treatment. Gamma Function also enables us to verify radiation delivery and compare it to the physician prescription and treatment plans. Further, it provides the physician with information to adjust for changes in tumor size and location, and ensures immediate feedback for adaption of future treatments as well as for quality assurance.

Conformal Beam Treatment. This technology allows the radiation oncologist to utilize a linear accelerator machine to direct radiation beams at the cancer. Utilization of specialized equipment and planning systems allow 3D computer images to be accessed to develop complex plans to deliver highly-conformed (focused) radiation while sparing normal adjacent tissue.

Intensity Modulated Radiation Therapy. With IMRT, radiation can be focused at thousands of pinpoints and delivered by varying levels of beam intensity directly to a tumor. Because IMRT uses variable intensity beams, it can be used to treat tumors to higher doses and better spare normal tissue. IMRT technology can be programmed to actually wrap and angle beams of radiation around normal tissue and organs, protecting healthy tissue as it destroys the tumor. As such, IMRT patients typically experience fewer side effects, which helps them to maintain their strength and lead more normal lifestyles during treatment.

Stereotactic Radiosurgery/Stereotactic Radiotherapy. Stereotactic radiosurgery/radiotherapy involves a single or a few intense high-dose fraction(s) of radiation to a small area. This form of therapy typically is used to treat tumors that cannot be treated by other means, such as surgery or chemotherapy. Precise calculations for radiation delivery are required. Treatment also requires extensive clinical planning and is provided in conjunction with the referring surgeon and under the direct supervision of a radiation oncologist and a physicist. Stereotactic radiosurgery often involves very careful immobilization of the patient. For example, cranial radiosurgery might involve the use of a neurosurgical head frame to assure precise tumor localization. With recent advances in imaging technologies, stereotactic radiosurgery can now be used to treat extra-cranial cancers to a higher dose with target localization and image verifications. These advances broaden the types of cancers that can be successfully treated with stereotactic radiosurgery.

Brachytherapy. Brachytherapy involves the use of surgical and fiberoptic procedures to place high-dose rate or low-dose rate sources of radiation in the patient's body. This technique is used for implantation of sources into the prostate, intraluminal therapy within the esophagus and endobronchial therapy within the lungs, among other places within the body. Prostate seed implants involve the permanent placement of radioactive pellets within the prostate gland.

High-Dose Rate Remote Brachytherapy. In high-dose rate remote brachytherapy, a computer sends the radioactive source through a tube to a catheter or catheters that have been placed near the tumor by the specialist working with the radiation oncologist. The radioactivity remains at the tumor for only a few minutes. In some cases, several remote treatments may be required, and the catheters may stay in place between treatments. High-dose rate remote brachytherapy is available in most of our local markets and patients receiving this treatment are able to return home after each treatment. This form of brachytherapy has been used to treat cancers of the cervix, breast, lung, biliary tree, prostate and esophagus. MammoSite® Radiation Therapy is used for partial breast irradiation and works by

delivering radiation from inside the lumpectomy cavity directly to the tissue where the cancer is most likely to recur.

Low-Dose Rate Brachytherapy. We are actively involved in radioactive seed implantation for prostate cancer, the most frequent application of low-dose rate brachytherapy. There are several advantages to low-dose rate brachytherapy in the treatment of prostate cancer, including convenience to the patient as the patient generally can resume normal daily activities within hours after the procedure. This procedure is performed by a team of physicians and staff with nearly a decade of experience in prostate brachytherapy. During the procedure, radioactive sources or "seeds" are inserted directly into the prostate, minimizing radiation exposure to surrounding tissues while permitting an escalation of the dose concentrated in the area of the cancer.

All of our markets provide external beam treatments and following is a list of the advanced services and treatments that we offer within each of our 28 local markets and our international center as of September 30, 2010:

										Stereotactic		Brachytherapy

Local market	Year Established		Number of Centers		IMRT	3-D	Gamma	Gating	IGRT	Cranial	Extra- Cranial	High Dose	Low Dose
Lee County—Florida		1983		7	ü	ü	ü	ü	ü	ü	ü	ü
Charlotte/Desoto Counties—Florida		1986		1	ü	ü	ü	ü	ü	ü	ü	ü
Sarasota/Manatee Counties—Florida		1992		5	ü	ü	ü	ü	ü	ü	ü	ü
Collier County—Florida		1993		3	ü	ü	ü	ü	ü	ü	ü	ü
Broward County—Florida		1993		5	ü	ü	ü	ü	ü	ü	ü	ü
Miami/Dade County—Florida		1996		1	ü	ü	ü	ü	ü	ü	ü	ü
Las Vegas, Nevada		1997		7	ü	ü	ü		ü	ü	ü	ü	ü
Westchester/Bronx—New York		1997		3	ü	ü	ü		ü		ü	ü
Mohawk Valley, New York		1998		3	ü	ü	ü		ü	ü	ü	ü
Delmarva Peninsula		1998		3	ü	ü	ü		ü	ü	ü	ü
Northwest Florida		2001		3	ü	ü	ü	ü	ü	ü	ü	ü
Western North Carolina		2002		7	ü	ü	ü		ü	ü	ü	ü	ü
Palm Beach County—Florida		2002		1	ü		ü		ü			ü
Central Kentucky		2003		3	ü	ü	ü	ü	ü	ü	ü	ü
Florida Keys		2003		1	ü	ü	ü		ü	ü	ü	ü
Southeastern Alabama		2003		2	ü	ü	ü	ü	ü	ü	ü	ü
Central Maryland		2003		6	ü	ü	ü	ü	ü	ü	ü	ü
South New Jersey		2004		5	ü	ü	ü		ü			ü
Rhode Island		2004		4	ü	ü	ü		ü
Central Arizona		2005		5	ü	ü	ü		ü	ü	ü	ü	ü
Central Massachusetts		2005		2	ü	ü	ü		ü
Palm Springs, California		2005		4	ü	ü	ü	ü	ü	ü	ü	ü	ü
Los Angeles, California		2006		4	ü	ü	ü		ü		ü	ü	ü
Southeastern Michigan		2006		7	ü	ü	ü		ü	ü	ü	ü
Northern California		2007		2	ü	ü	ü	ü	ü			ü
Eastern North Carolina		2007		2	ü	ü	ü		ü		ü	ü
Northeast Florida		2008		1	ü				ü		ü
South Carolina		2010		1	ü	ü			ü	ü	ü
International		2008		1	ü	ü

				99

Advanced Services. We also offer advanced services, such as IGRT, Gamma Function testing, respiratory gating and conformal treatment planning.

Image Guided Radiation Therapy. This technology provides the radiation oncologist with a mechanism to achieve increased precision in radiation therapy targeting. The technique utilizes high-resolution x-rays, CT scans or ultrasound imaging to pinpoint internal tumor sites before treatment

and overcomes the limitations of conventional skin marking traditionally used for patient positioning. IGRT represents the convergence of medical imaging and high precision external beam therapy.

Gamma Function. Gamma Function is a proprietary capability that for the first time enables measurement of the actual amount of radiation delivered during a treatment. This technology consists of an x-ray detector that measures the output of a radiation beam as it exits from the patient, and software that calculates the dose received by the patient from this output measurement. Additional software then performs a statistical comparison of the calculated dose with the planned radiation dose and notifies the radiation oncologist of any significant deviations between the treatment plan and the actual dose delivery. This provides the physician with information to adjust for changes in tumor size and location and ensures immediate feedback for adaption of future treatments as well as for quality assurance.

Respiratory Gating. This noninvasive technique allows radiation targeting and delivery to account for respiratory motion in the treatment of cancers in the lung and upper abdomen, protecting healthy structures while directing higher doses of radiation to the tumor. Respiratory gating matches radiation treatment to a patient's respiratory pattern. When a person breathes, the chest wall moves in and out, and any structures inside the chest and upper abdomen also move. In the past, when radiation beams were aimed at a target inside those areas of the body, movement had to be accounted for by planning a large treatment area. With respiratory gating, radiation treatment is timed to an individual's breathing pattern with the beam delivered only when the tumor is in the targeted area.

3-D Conformal Treatment Planning. 3-D conformal treatment planning and computer simulation produces an accurate image of the tumor and surrounding organs so that multiple radiation beams can be shaped exactly to the contour of the treatment area. Because the radiation beams are precisely focused, nearby normal tissue is spared from radiation. In 3-D conformal treatment planning, state-of-the-art radiation therapy immobilization devices and computerized dosimetric software are utilized so that CT scans can be directly incorporated into the radiation therapy plan.

Our executive and administrative offices are located in Fort Myers, Florida. These offices contain approximately 79,000 square feet of space. We also lease approximately 5,600 square feet of administrative office space in Florence, Kentucky for a term of five years. These offices will be adequate for our current primary needs, we also believe that we will require significant additional space to meet our future needs and such future expansion is in the preliminary stages.

Our radiation treatment centers typically range in size from 5,000 to 12,000 square feet. We currently operate 99 radiation treatment centers in Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, South Carolina, Rhode Island and West Virginia. We own the real estate on which six of our treatment centers are located. We lease land and space at 86 treatment center locations, of which in 28 of these locations, certain of our directors, executive officers and equityholders have an ownership interest. These leases expire at various dates between 2010 and 2044 and 67 of these leases have one or two renewal options of five or 10 years. Also, seven of our treatment center locations are in hospital-based and other group facilities. We consider all of our offices and treatment centers to be well-suited to our present requirements. However, as we expand to additional treatment centers, or where additional capacity is necessary in a treatment center, additional space will be obtained where feasible. For further information relating to our properties and treatment centers, see "Business—Treatment Centers" below.

As of September 30, 2010, we owned, operated and managed 92 freestanding and seven hospital-based treatment centers in our 28 local markets and our international center of which:

Internally Developed. As of September 30, 2010, we operated 39 internally developed treatment centers located in Arizona, California, Florida, Maryland, Massachusetts, Nevada, New Jersey, New York, Rhode Island and Mohali, India. In 2009, we developed new treatment centers in Hammonton, New Jersey; Indio, California; Fort Myers, Florida; Southbridge, Massachusetts; Gilbert, Arizona; Providence, Rhode Island and Yucca Valley, California, and in the first half of 2010, we opened de novo treatment centers in Pembroke Pines, Florida and Los Angeles, California. Our team is experienced in the design and construction of radiation treatment centers, having developed 17 treatment centers in the past three years. Our newly-developed treatment centers typically achieve positive cash flow within six to fifteen months after opening. The following table sets forth the locations and other information regarding each of our internally developed radiation treatment centers in our local markets as of September 30, 2010:

Treatment Center

Lee County—Florida
	Broadway	1983
	Cape Coral	1984
	Lakes Park	1987
	Bonita Springs	2002
	Lehigh Acres	2003
	Lee Cancer Center	2009
Charlotte/Desoto Counties—Florida
	Port Charlotte	1986
Sarasota/Manatee Counties—Florida
	Englewood	1992
	Sarasota	1996
	Venice	1998
	Bradenton	2002
	Lakewood Ranch	2008
Collier County—Florida
	South Naples	1993
	North Naples	1999
Northwest—Florida
	Destin	2004
	Crestview	2004
Miami-Dade County—Florida
	Aventura	2007
Palm Beach County—Florida
	West Palm Beach(1)	2002
Northeast—Florida
	Jacksonville	2008

Treatment Center

Las Vegas, Nevada
	Henderson*	2000
	Fort Apache*	2008
Central Maryland
	Owings Mills(2)	2003
Westchester/Bronx—New York
	Bronx/Lebanon*	2009
South New Jersey
	Hammonton	2009
Rhode Island
	Woonsocket(3)	2004
	South County(4)	2005
	Providence(5)	2007
	Providence(6)	2009
Central Arizona
	Scottsdale	2007
	Gilbert	2009
Palm Springs, California
	Palm Desert*	2005
	Rancho Mirage*	2008
	Yucca Valley*	2009
	Indio*	2009
Central Massachusetts
	Southbridge(7)*	2009
Los Angeles, California
	Corona*	2008
	El Segundo*	2010
International—India
	Mohali(8)	2008
Broward County—Florida
	Pembroke Pines	2010

Acquired Treatment Centers. As of September 30, 2010, we operated 53 acquired treatment centers located in Alabama, Arizona, California, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, South Carolina and West Virginia. Over the past three years, we have acquired 7 treatment centers of which none were acquired in 2009 and of which one was acquired in 2010. We plan to continue to enter new markets through the acquisition of established treatment centers from time to time. As part of our ongoing acquisition strategy, we continually evaluate potential acquisition opportunities.

The following table sets forth the locations and other information regarding each of the acquired radiation treatment centers in our local markets as of September 30, 2010:

Treatment Center

Broward County—Florida
	Plantation	1993
	Deerfield Beach	1994
	Coral Springs	1994
	Tamarac	1999
Collier County—Florida
	South Naples	2008
Northwest Florida
	Fort Walton Beach	2001
Florida Keys
	Key West	2003
Las Vegas, Nevada
	Las Vegas (5 locations)*	2005
Westchester/Bronx—New York
	Riverhill*	1998
Delmarva Peninsula
	Berlin, Maryland	1998
	Salisbury, Maryland	2007
Western North Carolina
	Asheville*	2002
	Clyde*	2002
	Brevard*	2002
	Franklin*	2002
	Marion*	2002
	Rutherford*	2002
	Park Ridge*	2003
Central Kentucky
	Danville	2003
	Louisville(1)	2003
	Frankfort	2003
Southeastern Alabama
	Dothan	2003
	Opp	2006
South New Jersey
	Woodbury	2004
	Voorhees	2004
	Willingboro	2004

Treatment Center

Central Maryland
	Martinsburg, West Virginia(2)*	2005
	Greenbelt, Maryland	2005
	Belcamp, Maryland	2005
	Bel Air, Maryland	2006
	Fairlea, West Virginia	2008
Central Arizona
	Casa Grande	2007
	Sun City (2 locations)	2008
	Phoenix	2008
Central Massachusetts
	Holyoke*	2005
Los Angeles, California
	Santa Monica*	2006
	Beverly Hills*	2006
Southeastern Michigan
	Pontiac*	2006
	Madison Heights*	2006
	Clarkson*	2006
	Monroe*	2006
	Farmington Hills*	2006
	Eastpointe*	2006
	Macomb*	2006
Northern California
	Redding(3)*	2007
	Mt. Shasta(3)*	2008
Eastern North Carolina
	Greenville*	2007
South Carolina
	Myrtle Beach	2010

Hospital-Based and Other Group Treatment Centers. As of September 30, 2010, we operated six hospital-based treatment centers and one center with an outside group. We provide services at all of our hospital-based treatment centers pursuant to written agreements with the hospitals. At the Florida treatment center, we provide the services of our radiation oncologists to the outside group and receive the professional fees charged for such services. We also provide physics and dosimetry services on a fee-for-service basis. In 1998, we entered into a joint venture arrangement with a hospital in Mohawk Valley—New York. We have a 37% interest in the joint venture, which provides equipment for the three treatment centers that provide service in the Mohawk Valley local market. We also manage these treatment centers pursuant to an agreement with the hospital. A professional corporation owned by certain of our equityholders provides the radiation oncologists for the treatment centers in Mohawk Valley—New York. In connection with our hospital-based treatment center services, we provide technical and administrative services. Professional services in New York are provided by physicians

employed by a professional corporation owned by certain of our officers, directors and equityholders. Professional services consist of services provided by radiation oncologists to patients. Technical services consist of the non-professional services provided by us in connection with radiation treatments administered to patients. Administrative services consist of services provided by us to the hospital-based center. The contracts under which the hospital based treatment centers are provided service are generally three to seven years with terms for renewal. The following table sets forth the locations and other information regarding each of our hospital-based radiation treatment centers in our local markets as of September 30, 2010:

Arizona, Florida, Kentucky, Maryland, New Jersey and Rhode Island Treatment Centers. In Arizona, Florida, Kentucky, Maryland, New Jersey and Rhode Island we employ or contract with radiation oncologists and other healthcare professionals. Substantially all of our Florida, Kentucky, Maryland, New Jersey and Rhode Island radiation oncologists have employment agreements or other contractual arrangements with us. While we exercise legal control over radiation oncologists we employ, we do not exercise control over, or otherwise influence, their medical judgment or professional decisions. Such radiation oncologists typically receive a base salary, fringe benefits and may be eligible for an incentive performance bonus. In addition to compensation, we provide our radiation oncologists with uniform benefit plans, such as disability, retirement, life and group health insurance and medical malpractice insurance. The radiation oncologists are required to hold a valid license to practice medicine in the jurisdiction in which they practice and, with respect to inpatient or hospital services, to become a member of the medical staff at the contracting hospital with privileges in radiation oncology. We are responsible for billing patients, hospitals and third-party payers for services rendered by our radiation oncologists. Most of our employment agreements prohibit the physician from competing with us within

a defined geographic area and prohibit solicitation of our radiation oncologists, other employees or patients for a period of one to two years after termination of employment.

California, Delaware, Massachusetts, Michigan, Nevada, New York and North Carolina Treatment Centers. Many states, including California, Delaware, Massachusetts, Michigan, Nevada, New York and North Carolina prohibit us from employing radiation oncologists. As a result, we operate our treatment centers in such states pursuant to administrative services agreements between professional corporations and our wholly-owned subsidiaries. In the states of California, Delaware, Massachusetts, Michigan, Nevada, New York and North Carolina, our treatment centers are operated as physician office practices. We typically provide technical services to these treatment centers in addition to our administrative services. For the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010 approximately 23.5%, 23.7%, 23.6% and 22.3% of our net patient service revenue, respectively, was generated by professional corporations with which we have administrative services agreements. The professional corporations with which we have administrative services agreements in California, Delaware, Massachusetts, Michigan, Nevada, New York and North Carolina are owned by certain of our directors, physicians and equityholders, who are licensed to practice medicine in the respective state.

Our administrative services agreements generally obligate us to provide certain treatment centers with equipment, staffing, accounting services, billing and collection services, management, technical and administrative personnel and assistance in managed care contracting. Our administrative services agreements provide for the professional corporations to pay us a monthly service fee, which represents the fair market value of our services. It also provides for the parties to meet annually to reevaluate the value of our services and establish the fair market value. In California and Nevada, we are paid a fee based upon a fixed percentage of global revenue. In Michigan, we are paid a fee based upon a fixed percentage of net income. In New York and North Carolina, we are paid a fixed fee per procedure. The terms of our administrative services agreements with professional corporations range from 20 to 25 years and typically renew automatically for additional five-year periods. Under related agreements in certain states, we have the right to designate purchases of shares held by the physician owners of the professional corporations to qualified individuals under certain circumstances.

Our administrative services agreements contain restrictive covenants that preclude the professional corporations from hiring another management services organization for some period after termination. The professional corporations are parties to employment agreements with the radiation oncologists. The terms of these employment agreements typically range from three to five years depending on the physician's experience.

Our radiation oncologists are primarily referred patients by: primary care physicians, medical oncologists, surgical oncologists, urologists, pulmonologists, neurosurgeons and other physicians within the medical community. Our radiation oncologists are expected to actively develop their referral base by establishing strong clinical relationships with referring physicians. Our radiation oncologists develop these relationships by describing the variety and advanced nature of the therapies offered at our treatment centers, by providing seminars on advanced treatment procedures and by involving the referring physicians in those advanced treatment procedures. Patient referrals to our radiation oncologists also are influenced by managed care organizations with which we actively pursue contractual agreements.

As of September 30, 2010, we employed approximately 2,000 persons. As of September 30, 2010, we were affiliated with 100 radiation oncologists that were employed or under contract with us or our

affiliated professional corporations. We do not employ any radiation oncologists in California, Delaware, Massachusetts, Michigan, Nevada, New York or North Carolina due to the laws and regulations in effect in these states. None of our employees are a party to a collective bargaining agreement and we consider our relationships with our employees to be good. There currently is a nationwide shortage of radiation oncologists and other medical support personnel, which makes recruiting and retaining these employees difficult. We provide competitive wages and benefits and offer our employees a professional work environment that we believe helps us recruit and retain the staff we need to operate and manage our treatment centers. In addition to our radiation oncologists, we currently employ 71 urologists, 22 surgeons and surgical oncologists, 13 medical oncologists and four gynecological and other oncologists, three pathologists and three primary care physicians whose practices complement our business in eight markets in Florida as well as our Arizona and Michigan local markets.

Our results of operations historically have fluctuated on a quarterly basis and can be expected to continue to fluctuate. Many of the patients of our Florida treatment centers are part-time residents in Florida during the winter months. Hence, these treatment centers have historically experienced higher utilization rates during the winter months than during the remainder of the year. In addition, volume is typically lower in the summer months due to traditional vacation periods. 28 of our 99 radiation treatment centers are located in Florida.

We are subject to claims and legal actions in the ordinary course of business. To cover these claims, we maintain professional malpractice liability insurance and general liability insurance in amounts we believe are sufficient for our operations. We maintain professional malpractice liability insurance that provides primary coverage on a claims-made basis per incident and in annual aggregate amounts. Our professional malpractice liability insurance coverage is provided by an insurance company owned by certain of our directors, executive officers and equityholders. The malpractice insurance provided by this insurance company varies in coverage limits for individual physicians. The insurance company also carries excess claims-made coverage through Lloyd's of London. In addition, we currently maintain multiple layers of umbrella coverage through our general liability insurance policies. We maintain Directors and Officers liability insurance.

The radiation therapy market is highly fragmented and our business is highly competitive. Competition may result from other radiation oncology practices, solo practitioners, companies in other healthcare industry segments, large physician group practices or radiation oncology physician practice management companies, hospitals and other operators of other radiation treatment centers, some of which may have greater financial and other resources than us. We believe our radiation treatment centers are distinguishable from those of many of our competitors because we offer patients a full spectrum of radiation therapy alternatives, including many advanced treatment options that are not otherwise available in certain geographies or offered by other providers, and which are administered by highly trained personnel and leading radiation oncologists.

We have not registered our service marks or any of our logos with the United States Patent and Trademark Office. However, some of our service marks and logos may be subject to other common law intellectual property rights. We do not hold any patents. Recently, we filed an application to own the

rights to a copyright that protects the content of our Gamma Function software code and are awaiting a registration certificate.

To date, we have not relied heavily on patents or other intellectual property in operating our business. Nevertheless, some of the information technology purchased or used by us may be patented or subject to other intellectual property rights. As a result, we may be found to be, or actions may be brought against us alleging that we are, infringing on the trademark, patent or other intellectual property rights of others, which could give rise to substantial claims against us. In the future, we may wish to obtain or develop trademarks, patents or other intellectual property. However, other practices and public entities, including universities, may have filed applications for (or have been issued) trademarks, patents or other intellectual property rights that may be the same as or similar to those developed or otherwise obtained by us or that we may need in the development of our own intellectual property. The scope and validity of such trademark, patent and other intellectual property rights, the extent to which we may wish or need to acquire such rights and the cost or availability of such rights are presently unknown. In addition, we cannot provide assurance that others will not obtain access to our intellectual property or independently develop the same or similar intellectual property to that developed or otherwise obtained by us.

The healthcare industry is highly regulated and the federal and state laws that affect our business are extensive and subject to frequent changes. Federal law and regulations are based primarily upon the Medicare and Medicaid programs, each of which is financed, at least in part, with federal money. State jurisdiction is based upon the state's authority to license certain categories of healthcare professionals and providers, the state's interest in regulating the quality of healthcare in the state, regardless of the source of payment, and state healthcare programs. The significant federal and state regulatory laws that could affect our ability to conduct our business include without limitation those regarding:

A violation of these laws could result in significant civil and criminal penalties, the refund of monies paid by government and/or private payers, exclusion of the physician, the practice or us from participation in Medicare and Medicaid programs and/or the loss of a physician's license to practice medicine. We exercise care in our efforts to structure our arrangements and our practices to comply with applicable federal and state laws. We have a Medicare Compliance Committee and a Corporate Compliance Program in place to review our practices and procedures. Although we believe we are in material compliance with all applicable laws, these laws are complex and a review of our practices by a court, or law enforcement or regulatory authority could result in an adverse determination that could

harm our business. Furthermore, the laws applicable to us are subject to change, interpretation and amendment, which could adversely affect our ability to conduct our business. No assurance can be given that we will be able to comply with any future laws or regulations.

We estimate that approximately 51%, 47%, 44% and 47% of our net patient service revenue for 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively, consisted of reimbursements from Medicaid and Medicare government programs. In order to be certified to participate in the Medicare and Medicaid programs, each provider must meet applicable conditions of participation and regulations of the DHHS relating to, among other things, the type of facility, operating policies and procedures, maintenance of equipment, personnel, standards of medical care and compliance with applicable federal, state and local laws. Our radiation treatment centers are certified to participate in the Medicare and Medicaid programs.

The federal healthcare laws apply in any case in which we are providing an item or service that is reimbursable under Medicare or Medicaid. The principal federal laws that affect our business include those that prohibit the filing of false or improper claims with the Medicare or Medicaid programs, those that prohibit unlawful inducements for the referral or generation of business reimbursable under Medicare or Medicaid and those that prohibit the provision of certain services by an entity that has a financial relationship with the referring physician.

False and Other Improper Claims. Under the federal False Claims Act, the government may fine us if we knowingly submit, or participate in submitting, any claims for payment that are false or fraudulent, or that contain false or misleading information, or if we knowingly conceal or knowingly and improperly avoid or decrease an obligation to pay or transmit money or property to the government. An "obligation" includes an established duty arising from an express or implied contractual arrangement, from statute or regulation, or from the retention of an overpayment. Knowingly making or using a false record or statement to receive payment from the federal government or to improperly retain payment is also a violation. The False Claims Act does not require proof of specific intent to defraud: a provider can be found liable for submitting false claims with actual knowledge or with reckless disregard or deliberate ignorance of such falseness.

A False Claims lawsuit may be brought by the government or by a private individual by means of a "qui tam" action. A whistleblower shares in the proceeds of the case, typically being awarded between 15 and 25 percent of the proceeds. Such lawsuits have increased significantly in recent years. In addition, the federal government has engaged a number of nongovernmental-audit organizations to assist it in tracking and recovering false claims for healthcare services.

If we were ever found to have violated the False Claims Act, we would likely be required to make significant payments to the government (including treble damages and per claim penalties in addition to the reimbursements previously collected) and could be excluded from participating in Medicare, Medicaid and other government healthcare programs. Many states have similar false claims statutes. Healthcare fraud is a priority of the United States Department of Justice, the OIG and the Federal Bureau of Investigation which continue to devote a significant amount of resources to investigating healthcare fraud. State Medicaid agencies also have similar fraud and abuse authority, and many states have enacted laws similar to the federal False Claims Act.

While the criminal statutes generally are reserved for instances evidencing fraudulent intent, the civil and administrative penalty statutes are applied to an increasingly broad range of circumstances. Examples of activities giving rise to false claims liability include, without limitation, billing for services not rendered, misrepresenting services rendered (i.e., miscoding) and application for duplicate reimbursement. Additionally, the federal government has taken the position that claiming reimbursement for unnecessary or substandard services violates these statutes if the claimant should

have known that the services were unnecessary or substandard. An entity may also be subjected to False Claims Act liability for violations of the federal anti-kickback statute and the Stark Law.

Criminal penalties also are available in the case of claims filed with private insurers if the federal government shows that the claims constitute mail fraud or wire fraud or violate a number of federal criminal healthcare fraud statutes.

We believe our billing and documentation practices comply with applicable laws and regulations in all material respects. We submit thousands of reimbursement claims to Medicare and Medicaid each year, however, and therefore can provide no assurance that our submissions are free from errors. Although we monitor our billing practices for compliance with applicable laws, such laws are very complex and the regulations and guidance interpreting such laws are subject to frequent changes and differing interpretations.

HIPAA Criminal Penalties. HIPAA imposes criminal penalties for fraud against any healthcare benefit program for theft or embezzlement involving healthcare and for false statements in connection with the payment of any health benefits. HIPAA also provides for broad prosecutorial subpoena authority and authorizes property forfeiture upon conviction of a federal healthcare offense. Significantly, the HIPAA provisions apply not only to federal programs, but also to private health benefit programs. HIPAA also broadened the authority of the OIG to exclude participants from federal healthcare programs. If the government were to seek any substantial penalties against us pursuant to these provisions, such an action could have a material adverse effect on us.

HIPAA Civil Penalties. HIPAA broadened the scope of certain fraud and abuse laws by adding several civil statutes that apply to all healthcare services, whether or not they are reimbursed under a federal healthcare program. HIPAA established civil monetary penalties for certain conduct, including upcoding and billing for medically unnecessary goods or services.

HIPAA Administrative Simplifications. The federal regulations issued under HIPAA contain provisions that:

If we fail to comply with HIPAA, we may be subject to civil monetary penalties up to $50,000 per violation, not to exceed $1.5 million per calendar year and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. State attorneys general can bring a civil action to enjoin a HIPAA violation or to obtain statutory damages up to $25,000 per violation on behalf of residents of his or her state.

The DHHS has discretion in setting the amount of a civil monetary penalty, and may waive it entirely for violations due to reasonable cause and not willful neglect if the payment would be excessive relative to the violation. The regulations also provide for an affirmative defense if a covered entity can show that the violation was not due to willful neglect and was corrected within 30 days or an additional period deemed appropriate by the DHHS. Reasonable cause means circumstances that would make it unreasonable for the covered entity, despite the exercise of ordinary business care and prudence, to

comply. Willful neglect is defined as conscious, intentional failure or reckless indifference to the obligation to comply. The factors to be considered in determining the amount of the penalty include the nature and circumstances of the violation, the degree of culpability, the history of other violations, and the extent of the resulting harm.

The HIPAA regulations related to privacy establish comprehensive federal standards relating to the use and disclosure of protected health information. The privacy regulations establish limits on the use and disclosure of protected health information, provide for patients' rights, including rights to access, request amendment of, and receive an accounting of certain disclosures of protected health information, and require certain safeguards to protect protected health information. In general, the privacy regulations do not supersede state laws that are more stringent or grant greater privacy rights to individuals. We believe our operations are in material compliance with the privacy regulations, but there can be no assurance that the federal government would agree.

Effective September 23, 2009, HIPAA requires that individuals be notified without unreasonable delay and within 60 days of their protected health information having been inappropriately accessed, acquired or disclosed. Depending on the number of individuals affected by such a breach, notification may be required to the media and federal government as well. The regulations prescribe the method and form of the required notices. Civil penalties up to $50,000 per violation with a maximum of $1.5 million per year may attach to failures to notify.

The HIPAA security regulations establish detailed requirements for safeguarding protected health information that is electronically transmitted or electronically stored. Some of the security regulations are technical in nature, while others may be addressed through policies and procedures. We believe our operations are in material compliance with the security regulations, but there can be no assurance that the federal government would agree.

The HIPAA transaction standards regulations are intended to simplify the electronic claims process and other healthcare transactions by encouraging electronic transmission rather than paper submission. These regulations provide for uniform standards for data reporting, formatting and coding that we must use in certain transactions with health plans. We believe our operations comply with these standards, but there can be no assurance that the federal government would agree.

Although we believe that we are in material compliance with these HIPAA regulations with which compliance is currently required, we cannot guarantee that the federal government would agree. Furthermore, additional changes to the HIPAA regulations are expected to be forthcoming in the next few years, which will require additional efforts to ensure compliance.

Anti-Kickback Law. Federal law commonly known as the "Anti-kickback Statute" prohibits the knowing and willful offer, solicitation, payment or receipt of anything of value (direct or indirect, overt or covert, in cash or in kind) which is intended to induce:

The Anti-kickback Statute has been broadly interpreted by a number of courts to prohibit remuneration which is offered or paid for otherwise legitimate purposes if the circumstances show that one purpose of the arrangement is to induce referrals. Even bona fide investment interests in a healthcare provider may be questioned under the Anti-kickback Statute if the government concludes that the opportunity to invest was offered as an inducement for referrals. The penalties for violations of

this law include criminal sanctions including fines and/or imprisonment and exclusion from federal healthcare programs.

Our compensation and other financial arrangements, including leases, with physicians implicate the Anti-kickback Statute. The federal government has published regulations that provide "safe-harbors" that protect certain arrangements under the Anti-kickback Statute so long as certain requirements are met. We believe that our employment and leasing arrangements comply with applicable safe harbors. Failure to meet the requirements of a safe harbor, however, does not necessarily mean a transaction violates the Anti-kickback Statute. There are several aspects of our relationships with physicians to which the Anti-kickback Statute may be relevant. We claim reimbursement from Medicare or Medicaid for services that are ordered, in some cases, by our radiation oncologists who hold shares, or options to purchase shares, of our common stock. Although neither the existing nor potential investments in us by physicians qualify for protection under the safe harbor regulations, we do not believe that these activities fall within the type of activities the Anti-kickback Statute was intended to prohibit. We also claim reimbursement from Medicare and Medicaid for services referred from other healthcare providers with whom we have financial arrangements, including compensation for employment and professional services. While we believe that these arrangements generally fall within applicable safe harbors or otherwise do not violate the law, there can be no assurance that the government will agree, in which event we could be harmed.

We believe our operations are in material compliance with applicable Medicare and Medicaid and fraud and abuse laws and seek to structure arrangements to comply with applicable safe harbors where reasonably possible. There is a risk however, that the federal government might investigate such arrangements and conclude they violate the Anti-kickback Statute. Violations of the Anti-kickback Statute may also subject an entity to liability under the False Claims Act, including via "qui tam" action. If our arrangements were found to be illegal, we, the physician groups and/or the individual physicians would be subject to civil and criminal penalties, including exclusion from the participation in government reimbursement programs, and our arrangements would not be legally enforceable, which could materially adversely affect us.

Additionally, the OIG issues advisory opinions that provide advice on whether proposed business arrangements violate the anti-kickback law. In Advisory Opinion 98-4, the OIG addressed physician practice management arrangements. In Advisory Opinion 98-4, the OIG found that administrative services fees based on a percentage of practice revenue may violate the Anti-kickback Statute under certain circumstances. We believe that the fees we charge for our services under the administrative services agreements are commensurate with the fair market value of the services. While we believe our arrangements are in material compliance with applicable law and regulations, OIG's Advisory Opinion 98-4 suggests there is a risk of an adverse OIG finding relating to practices reviewed in the Advisory Opinion. Any such finding could have a material adverse impact on us.

Federal Self-Referral Law (The Stark Law). We are also subject to federal and state statutes banning payments and assigning penalties for referrals by physicians to healthcare providers with whom the physicians (or close family members) have a financial relationship. The Stark Law prohibits a physician from referring a patient to a healthcare provider for certain designated health services reimbursable by Medicare if the physician (or close family members) has a financial relationship with that provider, including an investment interest, a loan or debt relationship or a compensation relationship. The designated health services covered by the law include radiology services, infusion therapy, radiation therapy and supplies, clinical laboratory, diagnostic imaging, outpatient prescription drugs and hospital services, among others. In addition to the conduct directly prohibited by the law, the statute also prohibits "circumvention schemes" that are designed to obtain referrals indirectly that cannot be made directly. The regulatory framework of the Stark Law is to first prohibit all referrals from physicians to entities for Medicare DHS and then to except certain types of arrangements from that broad general prohibition.

Violation of these laws and regulations may result in prohibition of payment for services rendered, a refund of any Medicare or Medicaid payments for services that resulted from an unlawful referral, $15,000 civil monetary penalties for specified infractions, $100,000 for a circumvention scheme, criminal penalties, exclusion from Medicare and Medicaid programs, and potential false claims liability, including via "qui tam" action, of not less than $5,500 and not more than $11,000, plus three times the amount of damages that the government sustains because of an improperly submitted claim. The repayment provisions in Stark are not dependent on the parties having an improper intent; rather, Stark is a strict liability statute and any violation is subject to repayment of all "tainted" referrals.

Our compensation and other financial arrangements, including leases, with physicians implicate the Stark Law. The Stark Law, however, contains exceptions applicable to our operations. We rely on exceptions covering employees, leases, and in-office ancillary services, as well as the "group practice" definition that allows for certain compensation and profit sharing methodologies. Additionally, the definition of "referral" under the Stark Law excludes referrals of radiation oncologists for radiation therapy if (1) the request is part of a consultation initiated by another physician; and (2) the tests or services are furnished by or under the supervision of the radiation oncologist. We believe the services rendered by our radiation oncologists will comply with this exception to the definition of referral.

Some physicians who are not radiation oncologists are employed by companies owned by us or by professional corporations owned by certain of our directors, executive officers and equityholders with which we have administrative services agreements. To the extent these professional corporations employ such physicians, and they are deemed to have made referrals for radiation therapy, their referrals will be permissible under the Stark Law if they meet the employment exception, which requires, among other things, that the compensation be consistent with the fair market value of the services provided and that it not take into account (directly or indirectly) the volume or value of any referrals by the referring physician. Another Stark exception applicable to our financial relationships with physicians who are not radiation oncologists is the in-office ancillary services exception and accompanying group practice definition which permits profit distributions to physicians within a qualifying group practice structure. The Stark Law imposes detailed requirements in order to qualify for the in-office ancillary services exception, all of which are highly technical and many of which have to date not been subject to any judicial review or other agency interpretation.

In addition, the Health Care Reform Act requires referring physicians under Stark to inform patients that they may obtain certain imaging services (e.g., CT, MRI and PET) or other designated health services as specified by the Secretary of the DHHS from a provider other than that physician, his or her group practice, or another physician in his or her group practice. The referring physician must provide each patient with a written list of at least five other suppliers who furnish such services within 25 miles of the referring physician's office.

We believe that our current operations comply in all material respects with the Stark Law, due to, among other things, various exceptions therein and implementing regulations that exempt either the referral or the financial relationship involved. Nevertheless, to the extent physicians affiliated with us make referrals to us and a financial relationship exists between the referring physicians and us, the government might take the position that the arrangement does not comply with the Stark Law. Any such finding could have a material adverse impact on us.

State Anti-Kickback Laws. Many states in which we operate have laws that prohibit the payment of kickbacks in return for the referral of patients. Some of these laws apply only to services reimbursable under the state Medicaid program. However, a number of these laws apply to all healthcare services in the state, regardless of the source of payment for the service. Although we believe that these laws prohibit payments to referral sources only where a principal purpose for the payment is for the referral,

the laws in most states regarding kickbacks have been subjected to limited judicial and regulatory interpretation and, therefore, no assurances can be given that our activities will be found to be in compliance. Noncompliance with such laws could have a material adverse effect upon us and subject us and the physicians involved to penalties and sanctions.

State Self-Referral Laws. A number of states in which we operate, such as Florida, have enacted self-referral laws that are similar in purpose to the Stark Law. However, each state law is unique. The state laws and regulations vary significantly from state to state, are often vague and, in many cases, have not been widely interpreted by courts or regulatory agencies. State statutes and regulations affecting the referral of patients to healthcare providers range from statutes and regulations that are substantially the same as the federal laws and safe harbor regulations to a simple requirement that physicians or other healthcare professionals disclose to patients any financial relationship the physicians or healthcare professionals have with a healthcare provider that is being recommended to the patients. Some states only prohibit referrals where the physician's financial relationship with a healthcare provider is based upon an investment interest. Other state laws apply only to a limited number of designated health services.

These statutes and regulations generally apply to services reimbursed by both governmental and private payers. Violations of these laws may result in prohibition of payment for services rendered, refund of any monies received pursuant to a prohibited referral, loss of licenses as well as fines and criminal penalties.

We believe that we are in compliance with the self-referral law of each state in which we have a financial relationship with a physician. However, we cannot guarantee that the government would agree, and adverse judicial or administrative interpretations of any of these laws could have a material adverse effect on our operating results and financial condition. In addition, expansion of our operations into new jurisdictions, or new interpretations of laws in existing jurisdictions, could require structural and organizational modifications of our relationships with physicians to comply with that jurisdiction's laws. Such structural and organizational modifications could have a material adverse effect on our operating results and financial condition.

Fee-Splitting Laws. Many states in which we operate prohibit the splitting or sharing of fees between physicians and referral sources and/or between physicians and non-physicians. These laws vary from state to state and are enforced by courts and regulatory agencies, each with broad discretion. Some states have interpreted management agreements between entities and physicians as unlawful fee-splitting. In most cases, it is not considered to be fee-splitting when the payment made by the physician is reasonable, fair market value reimbursement for services rendered on the physician's behalf.

In certain states, we receive fees from professional corporations owned by certain of our directors, executive officers and equityholders under administrative services agreements. We believe we structure these fee provisions to comply with applicable state laws relating to fee-splitting. However, there can be no certainty that, if challenged, either we or the professional corporations will be found to be in compliance with each state's fee-splitting laws, and, a successful challenge could have a material adverse effect upon us.

In certain states we operate multi-specialty group practices and share ancillary profits within the group. We believe we have structured these financial arrangements to comply with state fee-splitting laws. However, there can be no certainty that, if challenged, we will be found to be in compliance with each state's fee-splitting provisions and a successful challenge, this could have a material adverse effect on us.

We believe our arrangements with physicians comply in all material respects with the fee-splitting laws of the states in which we operate. Nevertheless, it is possible regulatory authorities or other parties

could claim we are engaged in fee-splitting. If such a claim were successfully asserted in any jurisdiction, our radiation oncologists and other physicians could be subject to civil and criminal penalties, professional discipline and we could be required to restructure or terminate our contractual and other arrangements. Any restructuring of our contractual and other arrangements with physician practices could result in lower revenue from such practices, increased expenses in the operation of such practices and reduced input into the business decisions of such practices. Termination of such contracts would result in loss of revenue. In addition, expansion of our operations to other states with fee-splitting prohibitions may require structural and organizational modification to the form of relationships that we currently have with physicians, affiliated practices and hospitals. Any modifications could result in less profitable relationships with physicians, affiliated practices and hospitals, less influence over the business decisions of physicians and affiliated practices and failure to achieve our growth objectives.

Corporate Practice of Medicine. We are not licensed to practice medicine. The practice of medicine is conducted solely by our licensed radiation oncologists and other licensed physicians. The manner in which licensed physicians can be organized to perform and bill for medical services is governed by the laws of the state in which medical services are provided and by the medical boards or other entities authorized by such states to oversee the practice of medicine. Most states prohibit any person or entity other than a licensed professional from holding him, her or itself out as a provider of diagnoses, treatment or care of patients. Many states extend this prohibition to bar companies not wholly-owned by licensed physicians from employing physicians, a practice commonly referred to as the "Corporate Practice of Medicine", in order to maintain physician independence and clinical judgment.

Business corporations are generally not permitted under certain state laws to exercise control over the medical judgments or decisions of physicians, or engage in certain practices such as fee-splitting with physicians. In states where we are not permitted to own a medical practice, we perform only non-medical and administrative and support services, do not represent to the public or clients that we offer professional medical services and do not exercise influence or control over the practice of medicine.

Corporate Practice of Medicine laws vary widely by state regarding the extent to which a licensed physician can affiliate with corporate entities for the delivery of medical services. In Florida, it is not uncommon for business corporations to own medical practices. New York, by contrast, prohibits physicians from sharing revenue received in connection with the furnishing of medical care, other than with a partner, employee or associate in a professional corporation, subcontractor or physician consultant relationship. We have developed arrangements which we believe are in compliance with the Corporate Practice of Medicine laws in the states in which we operate.

We believe our operations and contractual arrangements as currently conducted are in material compliance with existing applicable laws. However, we cannot assure you that we will be successful if our existing organization and our contractual arrangements with the professional corporations are challenged as constituting the unlicensed practice of medicine. In addition, we might not be able to enforce certain of our arrangements, including non-competition agreements and transition and stock pledge agreements. While the precise penalties for violation of state laws relating to the corporate practice of medicine vary from state to state, violations could lead to fines, injunctive relief dissolving a corporate offender or criminal felony charges. There can be no assurance that review of our business and the professional corporations by courts or regulatory authorities will not result in a determination that could adversely affect their operations or that the healthcare regulatory environment will not change so as to restrict existing operations or their expansion. In the event of action by any regulatory authority limiting or prohibiting us or any affiliate from carrying on our business or from expanding our operations and our affiliates to certain jurisdictions, we may be required to implement structural and organizational modifications, which could adversely affect our ability to conduct our business.

Antitrust Laws. In connection with the Corporate Practice of Medicine laws referred to above, certain of the physician practices with which we are affiliated are necessarily organized as separate legal entities. As such, the physician practice entities may be deemed to be persons separate both from us and from each other under the antitrust laws and, accordingly, subject to a wide range of laws that prohibit anticompetitive conduct among separate legal entities. These laws may limit our ability to enter into agreements with separate practices that compete with one another. In addition, where we also are seeking to acquire or affiliate with established and reputable practices in our target geographic markets and any market concentration could lead to antitrust claims.

We believe we are in material compliance with federal and state antitrust laws and intend to comply with any state and federal laws that may affect the development of our business. There can be no assurance, however, that a review of our business by courts or regulatory authorities would not adversely affect our operations and the operations of our affiliated physician practice entities.

State Licensing. As a provider of radiation therapy services in the states in which we operate, we must maintain current occupational and use licenses for our treatment centers as healthcare facilities and machine registrations for our linear accelerators and simulators. Additionally, we must maintain radioactive material licenses for each of our treatment centers which utilize radioactive sources. We believe that we possess or have applied for all requisite state and local licenses and are in material compliance with all state and local licensing requirements.

Certificate of Need. Many states have enacted certificate of need laws, including Kentucky, Massachusetts, Michigan, North Carolina and Rhode Island, which require prior approval for a number of actions, including for the purchase, construction, acquisition, renovation or expansion of healthcare facilities and treatment centers, to make certain capital expenditures or to make changes in services or bed capacity. In deciding whether to approve certain requests, these states consider the need for additional or expanded healthcare facilities or services. The certificate of need program is intended to prevent unnecessary duplication of services and can be a competitive process whereby only one proposal among competing applicants who wish to provide a particular health service is chosen or a proposal by one applicant is challenged by another provider who may prevail in getting the state to deny the addition of the service.

In certain states these certificate of need statutes and regulations apply to our related physician corporations and in others it applies to hospitals where we have management agreements or joint venture relationships.

We believe that we have applied for all requisite state certificate of need approvals or notified state authorities as required by statute and are in material compliance with state requirements. There can be no assurance, however, that a review of our business or proposed new practices by regulatory authorities would not limit our growth or otherwise adversely affect the operations of us and our affiliated physician practice entities.

Hazardous Materials. We are subject to various federal, state and local laws and regulations governing the use, discharge and disposal of hazardous materials, including medical waste products. We believe that all of our treatment centers comply with these laws and regulations in all material respects and we do not anticipate that any of these laws will have a material adverse effect on our operations.

Although our linear accelerators and certain other equipment do not use radioactive or other hazardous materials, our treatment centers do provide specialized treatment involving the implantation of radioactive material in the prostate and other organs. The radioactive sources generally are obtained from, and returned to, the suppliers, which have the ultimate responsibility for their proper disposal.

We, however, remain subject to state and federal laws regulating the protection of employees who may be exposed to hazardous material and the proper handling, storage and disposal of that material.

We provide a full range of both professional and technical services. Those services include the initial consultation, clinical treatment planning, simulation, medical radiation physics, dosimetry, treatment devices, special services and clinical treatment management procedures.

The initial consultation is charged as a professional fee for evaluation of the patient prior to the decision to treat the patient with radiation therapy. The clinical treatment planning also is reimbursed as a technical and professional component. Simulation of the patient prior to treatment involves both a technical and a professional component, as the treatment plan is verified with the use of a simulator accompanied by the physician's approval of the plan. The medical radiation physics, dosimetry, treatment devices and special services also include both professional and technical components. The basic dosimetry calculation is accomplished, treatment devices are specified and approved, and the physicist consults with the radiation oncologist, all as professional and technical components of the charge. Special blocks, wedges, shields, or casts are fabricated, all as a technical and professional component.

The delivery of the radiation treatment from the linear accelerator is a technical charge. The clinical treatment administrative services fee is the professional fee charged weekly for the physician's management of the patient's treatment. Global fees containing both professional and technical components also are charged for specialized treatment such as hyperthermia, clinical intracavitary hyperthermia, clinical brachytherapy, interstitial radioelement applications, and remote after-loading of radioactive sources.

Coding and billing for radiation therapy is complex. We maintain a staff of certified coding professionals responsible for interpreting the services documented on the patients' charts to determine the appropriate coding of services for billing of third-party payers. This staff provides coding and billing services for all of our treatment centers except for four treatment centers in New York. In addition, we do not provide coding and billing services to hospitals where we are providing only the professional component of radiation treatment services. We provide training for our coding staff and believe that our coding and billing expertise result in appropriate and timely reimbursement.

We derived approximately 51%, 47% , 44% and 47% of our net patient service revenue for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively, from payments made by government sponsored healthcare programs, principally Medicare. These programs are subject to substantial regulation by the federal and state governments. Any change in payment regulations, policies, practices, interpretations or statutes that place limitations on reimbursement amounts, or changes in reimbursement coding, or practices could materially and adversely affect our financial condition and results of operations.

In recent years, the federal government has sought to constrain the growth of spending in the Medicare and Medicaid programs. Through the Medicare program, the federal government has implemented a resource-based relative value scale ("RBRVS") payment methodology for physician services. RBRVS is a fee schedule that, except for certain geographical and other adjustments, pays similarly situated physicians the same amount for the same services. The RBRVS is adjusted each year and is subject to increases or decreases at the discretion of Congress. Changes in the RBRVS may result in reductions in payment rates for procedures provided by the Company. RBRVS-type payment

systems also have been adopted by certain private third-party payers and may become a predominant payment methodology. Broader implementation of such programs could reduce payments by private third-party payers and could indirectly reduce our operating margins to the extent that the cost of providing management services related to such procedures could not be proportionately reduced. To the extent our costs increase, we may not be able to recover such cost increases from government reimbursement programs. In addition, because of cost containment measures and market changes in non-governmental insurance plans, we may not be able to shift cost increases to non-governmental payers. Changes in the RBRVS could result in a reduction from historical levels in per patient Medicare revenue received by us; however, we do not believe such reductions would, if implemented, result in a material adverse effect on us.

In addition to current governmental regulation, both federal and state governments periodically propose legislation for comprehensive reforms affecting the payment for and availability of healthcare services. Aspects of certain of such healthcare proposals, such as reductions in Medicare and Medicaid payments, if adopted, could adversely affect us. Other aspects of such proposals, such as universal health insurance coverage and coverage of certain previously uncovered services, could have a positive impact on our business. On March 21, 2010, the House of Representatives passed the Patient Protection and Affordable Care Act, and the corresponding reconciliation bill. President Obama signed the larger comprehensive bill into law on March 23, 2010 and the reconciliation bill on March 30, 2010. The comprehensive $940 billion dollar overhaul is expected to extend coverage to approximately 32 million previously uninsured Americans. We anticipate that the Health Care Reform Act will significantly affect how the healthcare industry operates in relation to Medicare, Medicaid and the insurance industry. The Health Care Reform Act contains a number of provisions, including those governing fraud and abuse, enrollment in federal health care programs, and reimbursement changes, which will impact existing government health care programs and will result in the development of new programs, including Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program. It is not possible at this time to predict what, if any, additional reforms will be adopted by Congress or state legislatures, or when such reforms would be adopted and implemented. As healthcare reform progresses and the regulatory environment accommodates reform, it is likely that changes in state and federal regulations will necessitate modifications to our agreements and operations. While we believe we will be able to restructure in accordance with applicable laws and regulations, we cannot assure that such restructuring in all cases will be possible or profitable.

Although governmental payment reductions have not materially affected us in the past, it is possible that such changes implemented in connection with the Health Care Reform Act and any future changes could have a material adverse effect on our financial condition and results of operations. In addition, Medicare, Medicaid and other government sponsored healthcare programs are increasingly shifting to some form of managed care. Additionally, funds received under all healthcare reimbursement programs are subject to audit with respect to the proper billing for physician services. Retroactive adjustments of revenue from these programs could occur. We expect that there will continue to be proposals to reduce or limit Medicare and Medicaid payment for services.

Rates paid by private third-party payers, including those that provide Medicare supplemental insurance, are based on established physician, clinic and hospital charges and are generally higher than Medicare payment rates. Changes in the mix of our patients between non-governmental payers and government sponsored healthcare programs, and among different types of non-government payer sources, could have a material adverse effect on us.

Payers periodically reevaluate the services they cover. In some cases, government payers such as Medicare and Medicaid also may seek to recoup payments previously made for services determined not to be covered. Any such action by payers would have an adverse affect on our revenue and earnings.

Due to the uncertain nature of coding for radiation therapy services, we could be required to change coding practices or repay amounts paid for incorrect practices either of which could have a materially adverse effect on our operating results and financial condition.

In addition, we are subject to licensing and regulation under federal, state and local laws relating to the collecting, storing, handling and disposal of infectious and hazardous waste and radioactive materials as well as the safety and health of laboratory employees. We believe our operations are in material compliance with applicable federal and state laws and regulations relating to the collection, storage, handling, treatment and disposal of all infectious and hazardous waste and radioactive materials. Nevertheless, there can be no assurance that our current or past operations would be deemed to be in compliance with applicable laws and regulations, and any noncompliance could result in a material adverse effect on us. We utilize licensed vendors for the disposal of such specimen and waste.

In addition to our comprehensive regulation of safety in the workplace, the federal Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for healthcare employees, whose workers may be exposed to blood-borne pathogens, such as HIV and the hepatitis B virus. These regulations require work practice controls, protective clothing and equipment, training, medical follow-up, vaccinations and other measures designed to minimize exposure to, and transmission of, blood-borne pathogens.

The healthcare industry continues to attract much legislative interest and public attention. In recent years, an increasing number of legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the healthcare system. Proposals that have been considered include changes in Medicare, Medicaid and other programs, cost controls on hospitals and mandatory health insurance coverage for employees. The costs of implementing some of these proposals would be financed, in part, by reduction in payments to healthcare providers under Medicare, Medicaid, and other government programs. On March 21, 2010, the House of Representatives passed the Patient Protection and Affordable Care Act, and the corresponding reconciliation bill. President Obama signed the larger comprehensive bill into law on March 23, 2010 and the reconciliation bill on March 30, 2010. The comprehensive $940 billion dollar overhaul is expected to extend coverage to approximately 32 million previously uninsured Americans. The Health Care Reform Act contains a number of provisions, including those governing fraud and abuse, enrollment in federal health care programs, and reimbursement changes, which will impact existing government health care programs and will result in the development of new programs, including Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program. We can give no assurance that the Health Care Reform Act will not materially affect our business and results of operations. Furthermore, we cannot predict the course of future federal or state healthcare legislation or other changes in the administration or interpretation of governmental healthcare programs and the effect that any legislation, interpretation, or change may have on us.

We are involved in certain legal actions and claims that arise in the ordinary course of our business. We do not believe that an adverse decision in any of these matters would have a material adverse effect on our consolidated financial position, results of operations or cash flows.

On September 16, 2010, we were served with a civil complaint that was filed against us in the United States District Court for the Southern District of New York by TPTCC NY, Inc., The Proton Institute of NY, LLC and NY Medscan LLC. The complaint alleges, among other things, that in connection with a failed business venture between plaintiffs and the Company to provide PBT services in New York City, the Company, certain of its subsidiaries and Norton Travis, the Company's general counsel, misappropriated confidential information and trade secrets of the plaintiffs and conspired in restraint of trade, engaged in unfair competition, and conspired to fix prices in seeking to establish a PBT services business in New York City. The plaintiffs seek to recover at least $350 million in damages, plus punitive damages of up to three times the amount of damages awarded. We intend to vigorously defend this suit. In the opinion of management, the case is without merit.

Our executive officers, directors and key employees and their ages and position are as follows:

Name		Position

Daniel E. Dosoretz, M.D.	57	President, Chief Executive Officer and Director
Eduardo Fernandez, M.D., Ph.D	47	Senior Vice President, Director of Regional Operations
Constantine A. Mantz, M.D.	42	Senior Vice President of Clinical Operations
Kerrin E. Gillespie	52	Senior Vice President and Chief Financial Officer
Norton L. Travis	58	Executive Vice President and General Counsel
Madlyn Dornaus	58	Senior Vice President, Chief Compliance Officer
Joseph Biscardi	41	Controller and Chief Accounting Officer
Jeffrey A. Pakrosnis	47	Treasurer
Daniel H. Galmarini	55	Chief Technology Officer
James L. Elrod, Jr.	56	Chairman of the Board of Directors
Bryan J. Carey	50	Director
Anil Shrivastava	42	Director
Erin L. Russell	36	Director
James H. Rubenstein, M.D.	55	Medical Director and Director
Howard M. Sheridan, M.D.	66	Director

Daniel E. Dosoretz, M.D., F.A.C.R., F.A.C.R.O. is one of our founders and has served as a director since 1988 and as our President and Chief Executive Officer since April 1997. Dr. Dosoretz is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Prior to founding the Company, Dr. Dosoretz served as attending physician at the Massachusetts General Hospital. He also was an Instructor and Assistant Professor of Radiation Medicine at Harvard Medical School and Research Fellow of the American Cancer Society. Upon moving to Fort Myers, Florida, he was appointed to the Clinical Faculty as Associate Professor at the University of Miami School of Medicine. He also has been a visiting Professor at Duke University Medical School and is a Distinguished Alumni Visiting Professor in Radiation Oncology at Massachusetts General Hospital, Harvard Medical School. Dr. Dosoretz is board certified in Therapeutic Radiology by the American Board of Radiology. He is a Fellow of ACRO and of the American College of Radiology and is a member of the International Stereotactic Radiosurgery Society, the American Society for Therapeutic Radiology and Oncology and the American Society of Clinical Oncology. Dr. Dosoretz graduated from the University of Buenos Aires School of Medicine with the Gold medal for being top of his class, and served his residency in Radiation Oncology at the Department of Radiation Medicine at the Massachusetts General Hospital, Harvard Medical School, where he was selected Chief Resident of the department. Dr. Dosoretz role as founder, President and Chief Executive Officer of the Company, history with the Company and significant operating experience in the health care industry and extensive board experience led to the conclusion that Dr. Dosoretz should serve as a director of the Company.

Eduardo Fernandez M.D., Ph.D. joined us in 1998 and has served in his current capacity as Director of Regional Operations since March 2009. Dr. Fernandez is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Dr Fernandez, Board Certified in Radiation Oncology, was awarded his medical degree from the University of Malaga, Spain, in 1987. He was Assistant and Associate Professor of Radiology and Medical Physics in his home university. Since 1989 he was in close cooperation with the Department of Biochemical Oncology and Experimental Radiotherapy at Case Western Reserve University in Cleveland, Ohio, including several sabbatical visits. In 1991 he defended a Doctoral Thesis on the molecular biology aspects of Photodynamic Therapy, and was awarded a Ph.D. degree from the University of Malaga. He completed his Radiation Oncology Residency at the Cleveland Clinic Foundation (Callahan Center for Radiation Oncology and Robotics)

and served as the Head of Radiation Oncology at the Cleveland Clinic, Florida, where he was directly responsible for the development of the External Beam Radiation Oncology and Prostate Seed Brachytherapy Programs. Simultaneously he had an Assistant Professorship of Radiology at Ohio State University. He was Chief of Radiation Oncology at the Aventura Comprehensive Cancer Center from 2000 to 2007, Medical Director of the East Coast Operations from 2000 to 2009 and Co-VP of Medical Operations from 2008 to 2009. Dr. Fernandez is a director of 21st Century C.A.R.E., a non-profit dedicated to cancer patient assistance, research and education.

Constantine A. Mantz, M.D. joined us in 2000 and has served in his current capacity as Senior Vice President of Clinical Operations since March 2009. Dr. Mantz is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Dr. Mantz received a Bachelor of Science Degree in Biology from Loyola University of Chicago. He earned his medical degree from the University of Chicago's Pritzker School of Medicine and did a surgical internship at the Hennepin County Medical Center in Minneapolis. Dr. Mantz completed his radiation oncology residency at the University of Chicago Hospitals, is Board Certified in Radiation Oncology by the American Board of Radiology and is a member of ACRO, the American Medical Association, ASTRO and AFROC. During the course of his career, Dr. Mantz has been involved in numerous radiation therapy research projects, published professional journal articles and given lectures and presented abstracts and poster sessions at national meetings concerning cancer treatment. Dr. Mantz has a special interest in the study and treatment of prostate cancer and breast cancer.

Kerrin E. Gillespie recently joined us and has served as our Senior Vice President and Chief Financial Officer since March 2010. From 2007 to 2010, prior to joining Radiation Therapy Services, Inc., Mr. Gillespie served as the Chief Financial Officer of Ardent Health Services, LLC, a $1.8 billion operator of acute care hospitals and other healthcare services, including a health plan, regional laboratory and large physician practice in the Southwestern U.S. From 1998 to 2007, Mr. Gillespie was the Vice President of Group Operations at Community Health Systems, Inc., an operator of acute care hospitals in non-urban markets throughout the United States. Prior to Community Health Systems, Inc., Mr. Gillespie held financial and operating positions at Health Management Associates, Inc. and was the CEO and CFO of large hospitals based in Sebring, Florida, and Midwest City, Oklahoma, respectively. In 2007, Welsh, Carson, Anderson & Stowe, a leading private equity investment company in the U.S., recruited Mr. Gillespie to Ardent Health Services, LLC, due to his hands on operational expertise, where he helped improve EBITDA significantly from fiscal 2006 through fiscal 2009. Mr. Gillespie holds a B.B.A. in accounting from University of Georgia. He is a Certified Public Accountant in Georgia, a member of the American Institute of Certified Public Accountants and a Fellow of the Healthcare Financial Management Association.

Norton L. Travis has been our Executive Vice President and General Counsel since February 2008 after having served as our outside general counsel for the prior five years. As outside counsel, Mr. Travis oversaw all legal aspects of our expansion transactions, as well as our legal compliance program. Prior to joining us, Mr. Travis served as a partner and the Chair of the Business Practice Group of Garfunkel, Wild & Travis, P.C., a specialty health-care law firm he co-founded in 1980. Mr. Travis is currently a director and a member of the compensation committee and the capital allocations committee of CareCore National, LLC. Mr. Travis received his B.A. from the University of Massachusetts and his J.D. from Hofstra University School of Law.

Madlyn Dornaus joined us in 2004 and has served in her current capacity as Senior Vice President and Chief Compliance Officer since September 2009. Ms. Dornaus received her B.S. degree from Illinois State University and her M.B.A. from the University of Illinois. Prior to joining the Company, Ms. Dornaus was National Vice President for Per Se Technologies and held operational leadership roles as Regional Vice President at Curative Health Services and Concentra. She is a Certified Healthcare Compliance Officer and a member of the Medical Group Management Association.

Joseph Biscardi joined us in 1997 as our Controller and Chief Accounting Officer. Prior to joining us, Mr. Biscardi worked for PricewaterhouseCoopers, LLP from 1993 to 1997. Mr. Biscardi holds a B.B.A. in accounting from Hofstra University. He is a Certified Public Accountant in New York and a member of the American Institute of Certified Public Accountants and a member of the Financial Executives International.

Jeffrey A. Pakrosnis joined us in October 2005 as our Treasurer. Prior to joining us, Mr. Pakrosnis was the Chief Financial Officer of a specialty chemical enterprise and two venture-backed technology companies; prior to that, he spent 15 years, collectively, with KPMG, LLP and Ernst & Young, LLP. Mr. Pakrosnis holds a B.B.A. in Accounting from the University of Cincinnati. He is a Certified Public Accountant in Ohio and a member of the Ohio Society of Certified Public Accountants.

Daniel H. Galmarini has served as our Chief Technology Officer since August 1990. Mr. Galmarini received his degree in Physics from the School of Exact Sciences of University of La Plata, Argentina. In 1983, Mr. Galmarini obtained his certification of Specialist in Physics from the National Energy Commission of Argentina. Between 1983 and 1990, he became Director of Physics of multiple institutions. He has a certification in Radiotherapy Physics from the American Board of Radiology. He has held several teaching positions in universities in Argentina, and was instructor of theoretical physics in Central America and Lecturer of Medical Physics at the University of Miami in Florida. He has received several awards including the Best Scientific Work in Oncology in 1985 by the National Academy of Medicine in Argentina on the subject of Neuro-Oncological Stereotaxy. Mr. Galmarini is the author of several publications in a variety of fields including teletherapy and brachytherapy physics of radiation therapy, neurosurgery, radiobiology and computers applied to radiation therapy. Mr. Galmarini is a member of the American Association of Physics in Medicine and the American Brachytherapy Society.

James L. Elrod, Jr. has been the Chairman of the Company's board of directors since February 2008. Mr. Elrod is a Managing Director of Vestar and is currently the Co-Head of its Global Healthcare Group. Prior to joining Vestar in 1998, Mr. Elrod was Executive Vice President, Finance and Operations for Physicians Health Service, a public managed care company. Prior to that, he was a Managing Director and Partner of Dillon, Read & Co. Inc. Mr. Elrod is currently a director of Essent Healthcare, Inc. and National Mentor Holdings, Inc. and was a director of Joerns Healthcare, LLC until August 2010. Mr. Elrod received his A.B. from Colgate University and his M.B.A. from Harvard Business School. Mr. Elrod's experience in the health care industry and collective board experience, financial experience, and diverse personal background led to the conclusion that Mr. Elrod should serve as a director of the Company.

Bryan J. Carey has been a member of the Company's board of directors since April 2009 and was the Company's interim Chief Financial Officer from September 2009 to March 2010. Mr. Carey is a Managing Director of Vestar, primarily focused on Healthcare investments. He joined Vestar in 2000, having been Executive Vice President, Chief Financial Officer and Managing Director of the European operations of Aearo Corporation, a Vestar portfolio company. Mr. Carey is currently a director and member of the audit committee of Sunrise Medical, Inc. Mr. Carey was a director of Joerns Healthcare, LLC until August 2010. He received his A.B. in economics from Georgetown University and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Carey's experience in the health care industry and collective board experience, experience as the Company's interim Chief Financial Officer and background including his personal involvement in the healthcare field led to the conclusion that Mr. Carey should serve as a director of the Company.

Anil Shrivastava has been a member of the Company's board of directors since February 2008. Mr. Shrivastava is a Managing Director of Vestar, primarily focused on Healthcare investments. Mr. Shrivastava joined Vestar in 2007. Previously, he was a partner at Bain & Company, Inc., the global consulting firm, as a leader in their healthcare practice. Mr. Shrivastava is currently a director of MediMedia USA, LLC, Sunrise Medical, Inc. and DeVilbiss Healthcare, LLC. Mr. Shrivastava received

his B.A. from Harvard University and his M.B.A. from Harvard Business School. Mr. Shrivastava's experience in the health care industry and collective board experience, financial experience, and diverse personal background led to the conclusion that Mr. Shrivastava should serve as a director of the Company.

Erin L. Russell has been a member of the Company's board of directors since February 2008. Ms. Russell is a Principal of Vestar, and is primarily focused on Healthcare investments. Ms. Russell joined Vestar in 2000. Previously, she was a member of the mergers and acquisitions group at PaineWebber, Inc. Ms. Russell is currently a director and a member of the audit committee of DynaVox Inc. In addition, she serves on the National Advisory Board of the Jefferson Scholars Foundation at the University of Virginia. Ms. Russell received a B.S. from the McIntire School of Commerce at the University of Virginia and her M.B.A. from Harvard Business School. Ms. Russell's experience in the health care industry board experience and diverse personal background led to the conclusion that Ms. Russell should serve as a director of the Company.

James H. Rubenstein, M.D. joined us in 1989 as a physician and has served as a director and as our Medical Director since 1993. Dr. Rubenstein is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Prior to joining us, Dr. Rubenstein was an Assistant Professor of Radiation Oncology at the University of Pennsylvania and later became Co-Director of the Radiation Oncology Residency Program. He also served as Chairman of the Department of Medicine for Columbia Regional Medical Center in Southwest Florida and became a Clinical Assistant Professor at the University of Miami School of Medicine's Department of Radiology. He is board certified in Internal Medicine by the American Board of Internal Medicine and in Radiation Oncology by the American Board of Radiology. He graduated from New York University School of Medicine and completed his internship and residency in internal medicine at Beth Israel Hospital in Boston, at the same time working as an Assistant Instructor in internal medicine for Harvard University's School of Medicine. Dr. Rubenstein's years of experience in the health care industry career, particularly in radiation oncology and with the Company, as well as his familiarity with all aspects of its business led to the conclusion that Dr. Rubenstein should serve as a director of the Company.

Howard M. Sheridan, M.D. is one of our founders and has served as a director since 1988. Dr. Sheridan planned and developed our first radiation treatment center. Prior to joining us, Dr. Sheridan served as President of the medical staff at Southwest Florida Regional Medical Center as well as chairman of the Department of Radiology. Dr. Sheridan currently serves as Chairman of Edison Bancshares, Inc. He previously served on the Advisory Board of Southeast Bank, N.A., and also served as a founding Director and member of the Executive Compensation and Loan Committee of Heritage National Bank from 1989 until September 1996, when Heritage was acquired by SouthTrust Corporation. Dr. Sheridan has practiced interventional radiology and diagnostic radiology in Fort Myers, Florida from 1975 until accepting the chairmanship in April 2004. Dr. Sheridan is a member of the American Medical Association, the Florida Medical Association, and the American College of Radiology. Dr. Sheridan is the Vice President of 21st Century C.A.R.E., a non-profit dedicated to cancer patient assistance, research and education. Dr. Sheridan is also on the Dean's Counsel of Tulane Medical School. He graduated from Tulane Medical School and completed his residency at the University of Colorado Medical Center. Dr. Sheridan is board certified by the American Board of Radiology and the American Board of Nuclear Medicine. Dr. Sheridan's board experience, years of experience in the health care industry career, particularly in radiation oncology and with the Company, as well as his familiarity with all aspects of its business since its founding led to the conclusion that Dr. Sheridan should serve as a director of the Company.

The Company's Bylaws provide that the Company's board of directors shall consist of the number of directors so determined by the Company's board of directors. Each director serves for annual terms

and until his or her successor is elected and qualified. Vestar indirectly controls a majority of the capital stock of Parent and, as such, Vestar has the ability to elect all of the members of the Company's board of directors. The Company and RT Investments are also subject to certain agreements, which provide Vestar with the ability to designate a specified number of members of the Company's board of directors and RT Investments' board of managers. The Company's board of directors presently consists of seven members.

The Company's board of directors has the authority to appoint committees to perform certain management and administration functions. The Company's board of directors has provided for an Audit/Compliance Committee, a Capital Allocation Committee and a Compensation Committee.

Mr. Carey and Ms. Russell serve on the Audit/Compliance Committee, with Ms. Russell serving as the Chair. The Audit/Compliance Committee is responsible for reviewing and monitoring our accounting controls, related party transactions, internal audit functions and compliance with federal and state laws that affect our business and recommending to the Company's board of directors the engagement of our outside auditors. The Audit/Compliance Committee met six times during 2009. The Audit/Compliance Committee operates under a written charter effective as of May 16, 2008 adopted by the Company's board of directors in May 2008.

Messrs. Elrod, Carey and Shrivastava and Ms. Russell serve on the Capital Allocation Committee, with Mr. Elrod serving as the Chair. The Capital Allocation Committee reviews and either approves, on behalf of the Company's board of directors, or recommends to the Company's board of directors for approval all material expenditures related to equipment, acquisitions and de novo development, among others. The Capital Allocation Committee met three times during 2009. The Capital Allocation Committee operates under a written charter effective as of May 16, 2008 adopted by the Company's board of directors in May 2008.

Messrs. Sheridan and Elrod serve on the Compensation Committee, with Mr. Elrod serving as the Chair. The Compensation Committee reviews and either approves, on behalf of the Company's board of directors, or recommends to the Company's board of directors for approval the annual salaries and other compensation of our executive officers and individual unit incentive awards. The Compensation Committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the administration of our compensation plans. The Compensation Committee met once in 2009. The Compensation Committee operates under a written charter effective as of May 16, 2008 adopted by the Company's board of directors in May 2008.

Messrs. Sheridan and Elrod serve on the Compensation Committee. No executive officer of the Company served as a director of any corporation for which any of these individuals served as an executive officer, and there were no other compensation committee interlocks with the companies with which these individuals or our other directors are affiliated.

Dr. Sheridan has certain related party relationships with us requiring disclosure under the rules and regulations of the SEC. These related party relationships include, among other things, ownership interests held by Dr. Sheridan in real estate partnerships, which own treatment centers and properties leased by us, a medical services provider, to which we provide billing and collections services and an insurance company which provides us with malpractice insurance coverage. See "Certain Relationships and Related Party Transactions." Dr. Sheridan is one of our founders and previously served as Chairman of the Company's board of directors until February 2008.

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures with respect to our current plans, considerations, expectations and determinations regarding compensation.

The primary objectives of our executive compensation policies are to attract and retain talented executives to effectively manage and lead our Company and create value for our equityholders. Through our executive compensation policies, we seek to align the level of our executive compensation with the achievement of our corporate objectives, thereby aligning the interests of our management with those of our equityholders.

The compensation of our named executive officers generally consists of base salary, annual cash incentive payments, long-term equity incentives and other benefits and perquisites. In addition, our named executive officers are eligible to receive severance or other benefits upon termination of their employment with us. In setting an individual executive officer's initial compensation package and the relative allocation among different types of compensation, we consider the nature of the position being filled, the scope of associated responsibilities, the individual's qualifications, as well as Vestar's experience with other companies in its investment portfolio and general market knowledge regarding executive compensation.

The discussion below explains our compensation decisions with respect to fiscal year 2009, our last fiscal year. Our named executive officers are Daniel E. Dosoretz, M.D., our President and Chief Executive Officer since April 1997, Eduardo Fernandez, M.D., Ph.D., who joined us in 1998 and has served as our Senior Vice President, Director of Regional Operations since March 2009, Constantine A. Mantz, M.D. who joined us in 2000 and has served as our Senior Vice President of Clinical Operations since March 2009, Kerrin E. Gillespie, who joined us in March 2010 as our Senior Vice President and Chief Financial Officer and Norton L. Travis who has been our Executive Vice President and General Counsel since joining us in February 2008. Our named executive officers also include Bryan J. Carey who served as our interim Chief Financial Officer from September 2009 until March 2010 and David N. Watson who served as our Chief Financial Officer from July 2007 until August 2009.

The compensation policies for our named executive officers have been designed based upon our view that the ownership by management of equity interests in our business is the most effective mechanism for providing incentives for management to maximize gains for equityholders, that annual cash incentive compensation should be linked to metrics that create value for our equityholders and that other elements of executive compensation should be set at levels that are necessary, within reasonable parameters, to successfully attract, retain and motivate optimally talented and experienced executives.

Our Compensation Committee evaluates and determines the levels and forms of individual compensation for our named executive officers. Under the term of its charter, our Compensation Committee reviews and either approves, on behalf of the Company's board of directors, or recommends to the Company's board of directors for approval the annual salaries and other compensation for our executive officers and individual unit incentive awards. The Compensation Committee develops and determines all components of executive officer compensation, as well as

provides assistance and recommendations to the Company's board of directors with respect to our incentive-compensation plans, equity-based plans, compensation policies and practices and assists with the administration of our compensation and benefit plans. Messrs. Sheridan and Elrod serve on the Compensation Committee, which met once during 2009.

Our Compensation Committee determines or recommends to the board of directors for determination the compensation of each of our named executive officers and solicits input from our Chief Executive Officer in determining the compensation (particularly base salary and annual cash incentive payments) of our named executive officers. The Compensation Committee does not retain compensation consultants to review our policies and procedures with respect to executive officer compensation

In the review and establishment of our compensation program, we consider the anticipated accounting and tax implications to us and our named executive officers. While we consider the applicable accounting and tax treatment of alternative forms of equity compensation, these factors alone are not dispositive, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

We regularly assess our compensation policies and practices in response to current public and regulatory concern about the link between incentive compensation and excessive risk taking by corporations. We have concluded that our compensation program does not motivate imprudent risk taking and any risks involved in compensation are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, we believe that the following risk oversight and compensation design features guard against excessive risk-taking:

We generally deliver executive compensation through a combination of annual base salary, annual cash incentive payments, long-term equity incentives and other benefits and perquisites. We believe that this mix of elements is useful in achieving our primary compensation objectives. The payment of executive compensation is determined by the Compensation Committee, and we do not target any particular form of compensation to encompass a majority of annual compensation provided to our executive officers.

Base Salary and Production Incentive Bonuses. Base salaries are intended to provide a fixed level of compensation sufficient to attract and retain an effective management team when considered in

combination with other performance-based components of our executive compensation program. We believe that the base salary element is required to provide our named executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions. Annual base salaries are established on the basis of market conditions at the time we hire an executive. Any subsequent modifications to annual base salaries are influenced by the performance of the executive, the increased/decreased duties of the executive and by significant changes in market conditions. We do not align compensation for our executive officers with market pay percentile benchmarks. In addition, we are party to physician employment agreements with our physician named executive officers, who provide significant clinical leadership in the Company beyond their executive management roles in their capacities as physicians. These physician employment agreements provide for production and ancillary incentive bonus arrangements generally based on achievement of a certain level of collections or revenues by such individuals.

The current base salaries described below were negotiated in connection with the Merger and are based in part on salaries paid prior to the Merger. A summary of the base salary and production incentive bonus arrangements with our named executive officers is as follows:

Annual Cash Incentive Payments. In addition to annual base salaries, our Compensation Committee and Company's board of directors generally award annual cash incentive payments to our named executive officers. The annual cash incentive payments are intended to compensate our named executive officers for achieving operating performance objectives in the current year that are important to our success.

Cash incentive payments are awarded pursuant to individual bonus arrangements with each named executive officer for each fiscal year. This bonus arrangement is designed to motivate, reward and acknowledge achievement by our employees by explicitly tying annual cash bonus payments to the achievement of annual performance targets based upon our consolidated financial results, as adjusted based upon individual performance objectives. Our performance-based bonus plan is administered jointly by our Chief Financial Officer, who is responsible for monitoring the financial performance measurements, and, in respect of our executive officers, our Chief Executive Officer, who is responsible for monitoring individual performance measurements for such individuals. Our Compensation Committee approves all targets set by the Company's board of directors and payouts under our bonus arrangements. Executives are generally eligible for payments under our performance-based bonus arrangement if they have earned such payments for the prior fiscal year.

Pursuant to the terms of their executive employment agreements, certain named executive officers were eligible to earn a target annual cash incentive payment for fiscal year 2009 equal to either a defined minimum amount or a percentage of that named executive officer's annual base salary, as further described below:

We did not enter into an employment agreement with Mr. Carey and he did not participate in the annual cash performance incentive bonus plan.

After target bonus award amounts are established as a defined minimum amount or percentage of each named executive officer's base salary, the Company's board of directors establishes overall Company performance targets as the next step in determining annual cash bonus payments. For fiscal

year 2009, the Company's board of directors assigned a 60% weighting to PF Adjusted EBITDA performance measure and a 40% weighting to net debt performance measure to encourage management to focus more on making long-term investments to grow our business.

At the on-target level of achievement for the PF Adjusted EBITDA performance metric, a named executive officer's bonus payment is equal to 100% of his or her target bonus amount. At the maximum target level of achievement, a named executive officer's bonus payment is equal to 200% of his target bonus amount. At the minimum target level of achievement, a named executive officer's bonus payment is equal to 30% of his target bonus amount. Bonus payments for actual results that fall between the minimum and maximum target performance levels are adjusted on a linear basis.

The following table illustrates our overall performance in relation to our targets for PF Adjusted EBITDA and net debt for fiscal year 2009:

Payments under the bonus plan for fiscal year 2009 were calculated and paid following the completion of a significant portion of our year-end audit and upon the approval of Company's board of directors. Our bonus plan for fiscal year 2010 is structured in the same manner as it was for fiscal year 2009, with financial performance being evaluated against PF Adjusted EBITDA and net debt targets with weightings similar to those for fiscal year 2009. The timing of payments under the bonus plan for fiscal year 2010 is expected to be consistent with that for fiscal year 2009.

Discretionary Cash Bonuses. In addition to the amounts described above that were awarded under our Annual Cash Incentive Payments in 2009, the Company's board of directors awarded a discretionary cash bonus for fiscal year 2009 to Mr. Travis in the amount of $88,016 in recognition of his work related our business development activities. Although the Compensation Committee does not anticipate that discretionary cash bonuses will be routinely awarded, it reserves the right to make such awards in the future as circumstances warrant.

Long-Term Equity Incentives. We believe that our long-term financial success is achieved in part through an ownership culture that encourages our named executive officers to focus on our long-term performance through the use of equity-based compensation incentives.

The capital structure of RT Investments consists of four different classes of limited liability company units: non-voting preferred equity units, Class A voting equity units, Class B non-voting equity units and Class C non-voting equity units.

On February 21, 2008, in connection with the Merger, we allowed our management to invest in RT Investments by exchanging all or a portion of their shares in the predecessor Company's common stock into non-voting preferred equity units of RT Investments and Class A voting equity units of RT Investments and the number of non-voting preferred equity units and Class A voting equity units of RT Investments held by our named executive officers is set forth in "Security Ownership of Certain Beneficial Owners and Management."

Also, on February 21, 2008, in connection with the Merger, RT Investments adopted a new equity-based plan and authorized for issuance under the plan approximately 1,494,111 units of limited liability company interests consisting of 526,262 Class B non-voting equity units and 967,849 Class C non-voting equity units. The Class B non-voting equity units time vest over 48 months and the Class C non-voting equity units vest annually for 34 months based on certain performance conditions and/or investment performance conditions being met or achieved and, in all cases, assuming continued employment. The

performance conditions relate to the Company achieving PF Adjusted EBITDA and net debt targets that were established in connection with the Merger. The vesting schedule for the units described above was designed to motivate our named executive officers and other members of management to enhance our financial and operational performance and equity value over the long-term as well as to promote executive retention. The following table presents the outstanding grants of Class B non-voting equity units and Class C non-voting equity units to our named executive officers as of December 31, 2009:

Deferred Compensation Plan. We offer our named executive officers the opportunity to participate in our 401(k) Profit Sharing Plan ("401(k) Plan"), which is a tax-qualified plan. Our discretionary contributions to the 401(k) Plan are based upon our annual financial performance.

Other Benefits. We also provide various other benefits to certain of our named executive officers that are intended to be part of a competitive compensation program. These benefits include:

We believe that these benefits are comparable to those offered by other companies.

Our named executive officers are entitled to certain severance benefits as set forth in their respective employment agreements in the event of termination of employment. We believe these benefits are an essential element of our compensation program for our named executive officers and assist us in recruiting and retaining talented individuals. Our Compensation Committee believes that these benefits are valuable as they address the valid concern that it may be difficult for our named executive officers to find comparable employment in a short period of time in the event of termination. The severance benefits may differ for named executive officers depending on the positions they hold and how difficult it might be or how long it might take for them to find comparable employment. The employment agreements of our named executive officers do not contain change in control benefit provisions providing for payments but the Management Unit Subscription Agreements for Class B non-voting equity units of RT Investments and Class C non-voting equity units of RT Investments to contain certain acceleration provisions in the event of a sale of the Company.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for services rendered to us during the prior three fiscal years.



Daniel E. Dosoretz M.D.		2009	2,000,000	22,937	—	600,000	116,536	(2)	2,739,473
	President, Chief Executive	2008	1,818,077	18,547	—	1,209,921	118,868	(2)	3,165,413
	Officer and Director	2007	900,000	250,000	—	—	28,974	(2)	1,178,974
Eduardo Fernandez, M.D., Ph.D.		2009	580,769	496,131	—	—	2,450	(3)	1,079,351
	Senior Vice President	2008	500,000	590,639	—	—	—		1,090,639
	Director of Regional Operations	2007	473,077	457,388	—	—	4,500	(3)	934,965
Constantine A. Mantz, MD		2009	689,346	809,095	—	—	—		1,498,442
	Senior Vice President of	2008	650,000	956,365	—	—	—		1,606,365
	Clinical Operations	2007	646,154	1,055,012	—	—	—		1,701,166
Norton L. Travis		2009	900,000	180,000	—	120,000	2,450	(4)	1,202,450
	Executive Vice President and	2008	726,923	133,016	—	211,984	—		1,071,923
	General Counsel	2007	—	—	—	—	—		—
Kerrin Gillespie(5)		2009	—	—	—	—	—		—
	Chief Financial Officer
Bryan J. Carey(6)		2009	—	—	—	—	—		—
	Former interim Chief Financial Officer
David N. Watson(7)		2009	288,462	—	—	—	—		288,462
	Former Chief Financial	2008	373,492	132,500	—	203,244	—		709,236
	Officer	2007	231,250	175,000	—	—	—		406,250

The following table provides supplemental information relating to grants of plan-based awards to our named executive officers in fiscal 2009.

The following table provides information regarding outstanding equity awards held by our named executive officers as of the end of fiscal 2009.

No options were issued, outstanding or exercised during fiscal 2009. For purposes of this disclosure item, no units were vested during fiscal 2009 such that value was realized, as the Company could repurchase at cost the units of any executive who terminated his or her employment voluntarily during fiscal 2009. However, if an executive officer were terminated without cause or resigned for good reason as of the last day of the fiscal year, he or she would be entitled to receive proceeds for a portion of his or her units. See "Compensation Discussion and Analysis—Treatment of Equity Interests in Radiation Therapy Services Holdings, Inc." below.

Executive and Physician Employment Agreements with Daniel E. Dosoretz, M.D.

Executive Employment Agreement. We have entered into an Executive Employment Agreement, dated effective as of February 21, 2008, with Daniel E. Dosoretz, M.D., pursuant to which Dr. Dosoretz serves as our President and Chief Executive Officer. The employment term is a five-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement.

Dr. Dosoretz is currently entitled to receive an annual base salary of $1,500,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2010 fiscal year and each full fiscal year during the employment term, Dr. Dosoretz is also eligible to earn an annual cash incentive payment of not less than $1,500,000, the actual amount of the bonus to be determined by the Company's board of directors pursuant to a bonus plan based on factors including, without limitation, the Company's achievement of PF Adjusted EBITDA and net debt targets. PF Adjusted EBITDA also includes certain adjustments, such as loss on extinguishment of debt, non-cash impairment losses and gains/losses on disposal of assets, minority interest, equity-based compensation, employee severance and other costs, acquisition costs, management fee to Vestar, adjustment related to sale-leaseback accounting, litigation expenses, non-cash rent expense and other adjustments.

Dr. Dosoretz is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. Also, Dr. Dosoretz shall be entitled to use the Company's corporate jet in a manner consistent with past practice, and in addition to use of the plane in connection with the conduct of business on behalf of the Company, he is entitled to 200 hours of usage per year for personal use. We have also agreed to indemnify Dr. Dosoretz in connection with his capacity as our director and officer.

If Dr. Dosoretz resigns or otherwise voluntarily terminates his employment and the termination is not for good reason during the term of the agreement, he will be entitled to receive his base salary accrued and unpaid through the date of termination and his earned and unpaid annual cash incentive payment, if any, for the fiscal year prior to the termination date. Dr. Dosoretz shall also receive any nonforfeitable benefits already earned and payable to him under the terms of any deferred compensation, incentive or other benefit plan maintained by the Company, payable in accordance with the terms of the applicable plan (all amounts in this section are referred to as "Accrued Compensation").

If Dr. Dosoretz's employment is terminated by us without "cause" (as defined in his employment agreement) or by Dr. Dosoretz for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of Accrued Compensation, the Company is obligated to make monthly payments to Dr. Dosoretz for a period of 24 months after his termination date. Each monthly payment shall be equal to 1/12^th of the sum of (i) Dr. Dosoretz's annual base salary, as in effect at the termination date, plus (ii) the amount equal to the sum of his bonuses for the three prior years divided by three; provided that for purposes of these payments, Dr. Dosoretz's 2007 bonus shall be deemed to be $1,500,000. Dr. Dosoretz shall also be permitted to continue participation at the Company's expense in all benefit and insurance plans, coverage and programs for one year in which he was participating prior to the termination date.

If Dr. Dosoretz's employment terminates due to a "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Dr. Dosoretz dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the board of director's good faith estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death) based on the performance of the Company at the time of his death. In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Dr. Dosoretz in accordance with the terms of the applicable plan.

Dr. Dosoretz' Executive Employment Agreement also provides that if his Physician Employment Agreement is terminated for any reason, but his Executive Employment Agreement is not, Dr. Dosoretz' annual base salary under the Executive Employment Agreement shall be increased to $2,000,000.

Dr. Dosoretz is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending on the later of (i) the fifth anniversary of the Executive Employment Agreement and (ii) three years after his termination date, Dr. Dosoretz covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Dr. Dosoretz breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

Physician Employment Agreement. In addition, we have entered into a Physician Employment Agreement, dated as of February 21, 2008, with Dr. Dosoretz, pursuant to which Dr. Dosoretz shall provide medical services as a radiation oncologist at such locations as are mutually agreed. The employment term is a five-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement. For services rendered under the Physician Employment Agreement, Dr. Dosoretz shall receive an annual base salary of $500,000, and the Company shall be obligated to pay all medical malpractice insurance premiums during employment and any "tail" coverage premiums after termination or expiration of this agreement.

Dr. Dosoretz may voluntarily terminate this agreement prior to the end of the term with or without giving notice and the Company may terminate this agreement without cause at any time. The Company may terminate the agreement due to a "disability" (as defined in the agreement) and the agreement will automatically terminate upon Dr. Dosoretz's death. If the Executive Employment Agreement is terminated for any reason, the Company shall have the right, but not the obligation to terminate the Physician Employment Agreement, without any liability or obligation to him, other than any Accrued Compensation. If the Executive Employment Agreement is terminated for any reason, but the Physician Employment Agreement is not terminated, the Physician Employment Agreement shall remain in full force and effect, except that (i) Dr. Dosoretz's base salary shall be increased to $1,500,000; (ii) Dr. Dosoretz shall be obligated to work five days per week rather than up to two days per week as currently contemplated under the Physician Employment Agreement, and (iii) Dr. Dosoretz shall be eligible to participate in such other bonus and benefit plans afforded other senior physicians of the Company and receive comparable fringe benefits to such other senior physicians.

Dr. Dosoretz is also subject to covenants not to compete under the Physician Employment Agreement whereby in the event of the termination of this agreement for any reason, Dr. Dosoretz agrees, with certain exceptions, not to directly or indirectly engage in the practice of radiation therapy or oncology, or otherwise compete with us (as defined in the agreement) for a period beginning on the date of the Physician Employment Agreement and ending on the later of (i) the fifth anniversary of the Physician Employment Agreement and (ii) three years after his termination date.

We have entered into a physician employment agreement, dated effective as of January 1, 2002 and as amended, with Dr. Fernandez, pursuant to which Dr. Fernandez serves as our Senior Vice President, Director of Regional Operations. The employment term is a five-year term with automatic one-year extensions thereafter unless either party provides the other 90 days' prior written notice of its intention not to renew the employment agreement. Dr. Fernandez is currently entitled to receive an annual base salary of $600,000. Further, during Dr. Fernandez's employment, the Company will provide basic hospital and major medical insurance coverage to him to the extent obtainable with coverage amounts as the Company shall in its sole discretion determine and subject to the limitations and restrictions of the Company's group health plan.

In addition, Dr. Fernandez is entitled to receive an annual production incentive bonus equal to the greater of $100,000 or 1.75% of the net collections with respect to the Company's Broward and Miami-Dade County, Florida radiation oncology centers.

Dr. Fernandez and the Company may terminate this agreement prior to the end of the term by giving 90 days notice. If an event of termination occurs for any reason, Dr. Fernandez shall be entitled to (i) receive his Accrued Compensation determined as of the effective date of termination and not theretofore paid and (ii) receive or continue to receive benefits due or payable under any pension or profit sharing plan and any disability, medical and life insurance plans maintained by the Company.

If Dr. Fernandez's employment terminates due to a "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation, salary continuation for three months and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Dr. Fernandez dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to his Accrued Compensation and salary continuation for two months. In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Dr. Fernandez in accordance with the terms of the applicable plan.

Dr. Fernandez is also subject to a covenant not to disclose our confidential information during his employment term and at all times during his employment term and ending two years after his termination date, Dr. Fernandez agrees (i) not to practice radiation oncology at any center or hospital in Broward or Miami-Dade County, Florida or any joint venture which includes the Company or any of its subsidiaries or affiliates, and (ii) not to solicit or hire any of our employees.

We have entered into a physician employment agreement with Constantine A. Mantz, dated effective as of July 1, 2003 and as amended, pursuant to which Dr. Mantz serves as our Senior Vice President of Clinical Operations and provides medical services as a radiation oncologist. The employment term commenced on July 1, 2003 and is a five-year term with automatic one-year extensions thereafter unless either party provides the other 90 days' prior written notice of its intention not to renew the employment agreement. Dr. Mantz is currently entitled to receive an annual base salary of $840,000 and the Company shall be obligated to pay all medical malpractice insurance premiums during employment and any "tail" coverage premiums after termination or expiration of this agreement if Dr. Mantz's employment is terminated without cause, or due to death or disability. Further, during Dr. Mantz's employment, the Company will provide basic hospital and major medical insurance coverage to him to the extent obtainable with coverage amounts as the Company shall in its sole discretion determine and subject to the limitations and restrictions of the Company's group health plan.

In addition, Dr. Mantz is entitled to receive an annual production incentive bonus of up to $1,000,000 based on 22.5% of the collections of professional fees (as defined) greater than $1,025,000 with respect to the Company's Lee and Monroe County, Florida radiation oncology centers and certain other ancillary services provided in the Lee County, Florida local market.

Dr. Mantz and the Company may terminate this agreement prior to the end of the term by giving 90 days notice. If an event of termination occurs for any reason, Dr. Mantz shall be entitled to (i) receive his Accrued Compensation determined as of the effective date of termination and not theretofore paid and (ii) receive or continue to receive benefits due or payable under any pension or profit sharing plan and any disability, medical and life insurance plans maintained by the Company.

Dr. Mantz is also subject to a covenant not to disclose our confidential information during his employment term and at all times during his employment term and ending two years after his termination date, Dr. Mantz is agrees (i) not to practice radiation oncology at any center in Lee, Collier or Charlotte County, Florida or at those hospitals in Lee, Collier or Charlotte County, Florida where physicians employed by the Company or an affiliate of the Company are, at the time of such termination, practicing radiation oncology, and (ii) not to solicit or hire any of our employees.

We have entered into an executive employment agreement, dated effective as of February 8, 2010, with Kerrin E. Gillespie, pursuant to which Mr. Gillespie serves as Senior Vice President and Chief Financial Officer. The employment term is a three-year term beginning March 15, 2010 with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement.

Mr. Gillespie is currently entitled to receive an annual base salary of $400,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2010 fiscal year and each full fiscal year during the employment term, Gillespie is also eligible to earn an annual cash incentive payment of up to 60% of his base salary, the actual amount of the bonus to be determined by the Company's board of directors pursuant to a bonus plan based on factors including, without limitation, the

Company's PF Adjusted EBITDA and net debt targets. Mr. Gillespie is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. We have also agreed to indemnify Mr. Gillespie in connection with his capacity as an officer.

If Mr. Gillespie's employment is terminated by us during the term of the agreement, he is entitled to his Accrued Compensation.

If Mr. Gillespie's employment is terminated by us without "cause" (as defined in his employment agreement) or by Mr. Gillespie for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of the Accrued Compensation, the Company is obligated to make monthly payments to Mr. Gillespie for a period of 18 months after his termination date. Each monthly payment shall be equal to 1/12^th of Mr. Gillespie's annual base salary as in effect at the termination date; provided that payments that otherwise would have been made during the 60 day period after the termination date shall be made on the first payroll period after the 60th day following the termination date and shall include payment of any amounts that would have otherwise be due prior thereto.

If Mr. Gillespie resigns or voluntarily terminates the agreement without "good reason", he shall be entitled to receive his Accrued Compensation.

If Mr. Gillespie's employment terminates due to "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Mr. Gillespie dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death). In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Mr. Gillespie in accordance with the terms of the applicable plan.

Mr. Gillespie is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending 18 months after his termination date, Mr. Gillespie covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Mr. Gillespie breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

We have entered into an executive employment agreement, dated effective as of February 21, 2008, with Norton L. Travis, pursuant to which Mr. Travis serves as our Executive Vice President and General Counsel. The employment term is a five-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement.

Mr. Travis is currently entitled to receive an annual base salary of $900,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2010 fiscal year and each full fiscal year during the employment term, Mr. Travis is also eligible to earn an annual cash incentive payment of not less than $300,000, (as the Company's board of directors may, but not be obligated to adjust from time to time, the "Travis Target Bonus"), the actual amount of the bonus to be determined by the Company's board of directors pursuant to a bonus plan based on factors including, without limitation, the Company's PF Adjusted EBITDA and net debt targets. Mr. Travis is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. We have also agreed to indemnify Mr. Travis in connection with his capacity as an officer.

If Mr. Travis' employment is terminated by us during the term of the agreement, he will be entitled to receive his Accrued Compensation.

If Mr. Travis' employment is terminated by us without "cause" (as defined in his employment agreement) or by Mr. Travis for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of the Accrued Compensation, the Company is obligated to make monthly payments to Mr. Travis for a period of 24 months after his termination date. Each monthly payment shall be equal to 1/12^th of the sum of (i) Mr. Travis' annual base salary, as in effect at the termination date, plus (ii) the Travis Target Bonus for the year immediately prior to the year during which termination occurs.

If Mr. Travis resigns or voluntarily terminates the agreement without "good reason", he will be entitled to receive his Accrued Compensation.

If Mr. Travis' employment terminates due to his "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Mr. Travis dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death). In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Mr. Travis in accordance with the terms of the applicable plan.

Mr. Travis is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending three years after his termination date, Mr. Travis covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Mr. Travis breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

We did not enter into an employment agreement with Mr. Carey and he did not receive any remuneration in conjunction with his capacity of interim Chief Financial Officer. Mr. Carey did not

participate in the annual cash performance incentive bonus plan and did not receive any discretionary or other bonuses.

We entered into an executive employment agreement dated as of February 21, 2008 with David N. Watson pursuant to which Mr. Watson served as our Chief Financial Officer. The employment term was for a three-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement. Mr. Watson voluntarily terminated his employment with the Company on August 31, 2009.

Mr. Watson was entitled to receive an annual base salary of $375,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2009 fiscal year and each full fiscal year during the employment term, Mr. Watson was also eligible to earn an annual cash incentive payment of up to 60% of his base salary, (as the Company's board of directors may, but not be obligated to adjust from time to time, the "Watson Target Bonus"), the actual amount of the bonus to be determined by the Company's board of directors pursuant to a bonus plan based on factors including, without limitation, the Company's PF Adjusted EBITDA and net debt targets. Mr. Watson was also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. We also agreed to indemnify Mr. Watson in connection with his former capacity as an officer.

If Mr. Watson's employment had been terminated by us during the term of the agreement, he would have been entitled to receive his Accrued Compensation.

If Mr. Watson's employment had been terminated by us without "cause" (as defined in his employment agreement) or by Mr. Watson for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of the Accrued Compensation, the Company was obligated to make monthly payments to Mr. Watson for a period of 12 months after his termination date. Each monthly payment shall be equal to 1/12^th of the sum of (i) Mr. Watson's annual base salary, as in effect at the termination date, plus (ii) the Watson Target Bonus for the year immediately prior to the year during which termination had occurred.

In August 2009, Mr. Watson voluntarily terminated the agreement without "good reason", and therefore, he received his Accrued Compensation.

If Mr. Watson's employment had been terminated due to his "disability" (as defined in his employment agreement), he would have been entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Mr. Watson had died during the term of his employment term, the Company would have paid to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death). In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company would have been paid to the beneficiary designated by Mr. Watson in accordance with the terms of the applicable plan.

Mr. Watson is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending three years after his termination date, Mr. Watson covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Mr. Watson breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

The following disclosure indicates the potential payments and benefits to which our named executive officers would be entitled upon termination of employment. All calculations are based on an assumed termination date of December 31, 2009. The disclosure below does not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. Potential payments upon termination attributable to Mr. Watson are not presented below since he did not receive any such payments as a result of his voluntarily termination of employment with the Company on August 31, 2009. Potential payments upon termination attributable to Mr. Carey are not presented below since we did not enter into an employment agreement with Mr. Carey and he was not otherwise entitled to such termination payments or benefits.

Eduardo Fernandez, M.D., Ph.D., Senior Vice President, Director of Regional Operations

Upon the termination of the executive's employment with the Company for any reason whatsoever, (a) all unvested Class B non-voting equity units of RT Investments held by the executive as of the termination date shall expire and be immediately forfeited and canceled in their entirety as of the termination date and (b) all vested Class B non-voting equity units of RT Investments held by the executive shall remain outstanding, except that if executive's employment is terminated by the Company for cause at any time or by the executive without good reason during the two year period following the grant date, or if executive engages in any non-compete activities prohibited under his employment agreement and as further defined in the Management Unit Subscription Agreement for Class B non-voting equity units of RT Investments and Class C non-voting equity units of RT Investments during the time that such activities are prohibited, then all Class B Units (whether vested or unvested) and all Class C non-voting equity units of RT Investments (whether vested or unvested) held by such

terminated executive shall expire and be immediately forfeited and canceled in their entirety as of the earlier of the termination date or the date executive engages in such prohibited activities.

Upon the termination of the executive's employment with the Company for any reason whatsoever, the Class C non-voting equity units of RT Investments held by the executive shall be treated as follows:

Notwithstanding the above, if (i) the executive's employment with the Company is terminated for any reason other than (A) by the Company for cause or (B) by the executive without good reason during the two year period subsequent to the grant date of the Class C non-voting equity units of RT Investments and (ii) a sale of the Company occurs within six months following the termination date that results in Vestar receiving proceeds from such sale together with any distributions made at the same time or as or prior to the consummation of the sale, that would have resulted in the executive being entitled to retain a greater number of Class C non-voting equity units of RT Investments if the executive had remained employed by the Company through the date of the sale of the Company that the number of Units retained by the executive pursuant to the foregoing provisions, then (x) such additional Class C non-voting equity units of RT Investments shall be deemed to remain outstanding as of the time of the consummation of the sale of the Company, (y) the amount of any distributions by the Company that the executive shall be entitled to receive with respect to the Class C non-voting equity units of RT Investments held by the executive shall be governed by the applicable section of the Amended and Restated Limited Liability Company Agreement of Radiation Therapy Investments, LLC and give effect to such additional Class C non-voting equity units of RT Investments , and (z) the amount of the proceeds that the executive shall be entitled to receive with respect to the Class C non-voting equity units of RT Investments held by the executive in such sale of the Company shall be governed by the applicable sections of the Amended and Restated Securityholders Agreement described below. See "Certain Relationships and Related Party Transactions."

Further, if the executive's employment with the Company terminates for any reasons set forth in clauses (i), (ii) or (iii) below prior to the Company's initial public offering (in any event excluding termination of employment by retirement prior the Company's initial public offering), the Company shall have the right and option to purchase for a period of 90 days following the termination date, and each member of the executive group shall be required to sell to the Company, any of all of such Units then held by such member of the executive group, at a price per unit equal to fair market value, as defined in the Management Unit Subscription Agreement (measured as of the later of (x) the termination date and (y) the six month anniversary of the grant date) of such vested Class B non-voting equity unit or vested Class C non-voting equity unit, as applicable provided that the Company's board of directors shall have the right, in its sole discretion, to increase the purchase price as set forth above if the executive's active employment with the Company is terminated due to: (i) the disability or death of the executive; (ii) (A) by the Company without cause or (B) by the executive with good reason; or (iii) any other reason not set forth in (i) or (ii) above after the second anniversary of the grant date.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Company's board of directors that the Compensation Discussion and Analysis be included in this Registration Statement.

The following tables provide information concerning certain of our employees who are not named executive officers but who serve as a director on the Company's board of directors. We do not provide any remuneration to the members of the Company's board of directors other than to the directors listed below and the compensatory arrangements with certain of our directors designated as a named executive office other than for director services. See "Executive Compensation" and "Certain Relationships and Related Party Transactions." Shares and stock options are not included in this table because none were issued during fiscal 2009 and none were outstanding at fiscal year-end. Further, changes in pension value and nonqualified deferred compensation earnings are also not included in this table because the Company does not maintain any pension plans or nonqualified deferred compensation plans.

The following table provides supplemental information relating to grants of plan-based awards to our directors in fiscal 2009.

The following table provides information regarding outstanding equity awards held by our directors as of the end of fiscal 2009. Shares and stock options are not included in this table because none were issued during fiscal 2009 and none were outstanding at fiscal year-end.

As of December 31, 2009, each director held the following total numbers of units of RT Investments (including those not set forth above because they are vested):

No options were issued, outstanding or exercised during fiscal 2009. For purposes of this disclosure item, no units were vested during fiscal 2009 such that value was realized, as the Company could repurchase at cost the units of any executive or director who terminated his or her employment voluntarily during fiscal 2009. However, if an executive or director were terminated without cause or resigned for good reason as of the last day of the fiscal year, he or she would be entitled to receive proceeds for a portion of his or her units. See "Compensation Discussion and Analysis—Treatment of Equity Interests in Radiation Therapy Services Holdings, Inc."

Executive and Physician Employment Agreements with James H. Rubenstein, M.D.

We have entered into an Executive Employment Agreement, dated effective as of February 21, 2008, with James H. Rubenstein, M.D., pursuant to which Dr. Rubenstein serves as our Secretary and Medical Officer. The employment term is a three-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement.

Dr. Rubenstein is currently entitled to receive an annual base salary of $400,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2010 fiscal year and each full fiscal year during the employment term, Dr. Rubenstein is also eligible to earn an annual cash incentive payment of not less than $400,000, (as the Company's board of directors may, but not be obligated to adjust from time to time, the "Rubenstein Target Bonus"), the actual amount of the bonus to be determined by the Company's board of directors pursuant to a bonus plan based on factors including, without limitation, the Company's achievement of PF Adjusted EBITDA and net debt targets.

Dr. Rubenstein is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. We have also agreed to indemnify Dr. Rubenstein in connection with his capacity as a director.

If Dr. Rubenstein resigns or otherwise voluntarily terminates his employment and the termination is not for good reason during the term of the agreement, he will be entitled to receive his base salary accrued and unpaid through the date of termination and his earned and unpaid annual cash incentive payment, if any, for the fiscal year prior to the termination date. Dr. Rubenstein shall also receive any Accrued Compensation.

If Dr. Rubenstein's employment is terminated by us without "cause" (as defined in his employment agreement) or by Dr. Rubenstein for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of Accrued Compensation, the Company is obligated to make monthly payments to Dr. Rubenstein for a period of 24 months after his termination date. Each monthly payment shall be equal to 1/12^th of the sum of (i) Dr. Rubenstein's annual base salary, as in effect at the termination date, plus (ii) the Rubenstein Target Bonus for the year immediately prior to the year during which termination occurs. Dr. Rubenstein shall also be permitted to continue participation at the Company's expense in all benefit and insurance plans, coverage and programs for one year in which he was participating prior to the termination date.

If Dr. Rubenstein's employment terminates due to a "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Dr. Rubenstein dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the board of director's good faith estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death) based on the performance of the Company at the time of his death. In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Dr. Rubenstein in accordance with the terms of the applicable plan.

Dr. Rubenstein' Executive Employment Agreement also provides that if his Physician Employment Agreement is terminated for any reason, but his Executive Employment Agreement is not, Dr. Rubenstein' annual base salary under the Executive Employment Agreement shall be increased to $700,000.

Dr. Rubenstein is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending on the later of (i) the fifth anniversary of the Executive Employment Agreement and (ii) three years after his termination date, Dr. Rubenstein covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Dr. Rubenstein breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

In addition, we have entered into a Physician Employment Agreement, dated as of February 21, 2008 and as amended, with Dr. Rubenstein, pursuant to which Dr. Rubenstein shall provide medical services as a radiation oncologist at such locations as are mutually agreed. The employment term is a three-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement. For services rendered under the Physician Employment Agreement, Dr. Rubenstein shall receive an annual base salary of $200,000, and the Company shall be obligated to pay all medical malpractice insurance premiums during employment and any "tail" coverage premiums after termination or expiration of this agreement.

Dr. Rubenstein may voluntarily terminate this agreement prior to the end of the term with or without giving notice and the Company may terminate this agreement without cause at any time. The Company may terminate the agreement due to a "disability" (as defined in the agreement) and the agreement will automatically terminate upon Dr. Rubenstein's death. If the Executive Employment Agreement is terminated for any reason, the Company shall have the right, but not the obligation to terminate the Physician Employment Agreement, without any liability or obligation to him, other than any Accrued Compensation. If the Executive Employment Agreement is terminated for any reason, but the Physician Employment Agreement is not terminated, the Physician Employment Agreement shall remain in full force and effect, except that (i) Dr. Rubenstein's base salary shall be increased to $700,000; (ii) Dr. Rubenstein shall be obligated to work five days per week rather than up to two days per week as currently contemplated under the Physician Employment Agreement, and (iii) Dr. Rubenstein shall be eligible to participate in such other bonus and benefit plans afforded other senior physicians of the Company and receive comparable fringe benefits to such other senior physicians.

Dr. Rubenstein is also subject to covenants not to compete under the Physician Employment Agreement whereby in the event of the termination of this agreement for any reason, Dr. Rubenstein agrees not to directly or indirectly engage in the practice of radiation therapy or oncology, or otherwise compete with us (as defined in the agreement) for a period beginning on the date of the Physician Employment Agreement and ending on the later of (i) the fifth anniversary of the Physician Employment Agreement and (ii) three years after his termination date.

We have entered into an Executive Employment Agreement, dated effective as of February 21, 2008, with James H. Sheridan, M.D., pursuant to which Dr. Sheridan provides corporate executive services and support in such areas as strategic planning, mergers and acquisitions, and physician, payor and hospital relationships. The employment term is a three-year term with automatic two-year extensions thereafter unless either party provides the other 120 days' prior written notice of its intention not to renew the employment agreement.

Dr. Sheridan is currently entitled to receive an annual base salary of $300,000 and entitled to such increases in his annual base salary as may be determined by the Company's board of directors or compensation committee from time to time. With respect to the 2010 fiscal year and each full fiscal year during the employment term, Dr. Sheridan is eligible to receive a performance incentive bonus at the discretion of the Company's board of directors, or it's Compensation Committee.

Dr. Sheridan is also entitled to use the Company's corporate jet in connection with the conduct of business on behalf of the Company and he is entitled to 25 hours of usage per year for personal use. We have also agreed to indemnify Dr. Sheridan in connection with his capacity as a director.

If Dr. Sheridan resigns or otherwise voluntarily terminates his employment and the termination is not for good reason during the term of the agreement, he will be entitled to receive his base salary accrued and unpaid through the date of termination and his earned and unpaid annual cash incentive payment, if any, for the fiscal year prior to the termination date. Dr. Sheridan shall also receive any Accrued Compensation.

If Dr. Sheridan's employment is terminated by us without "cause" (as defined in his employment agreement) or by Dr. Sheridan for "good reason" (as defined in his employment agreement), subject to his execution of a release of claims against us and his continued compliance with the restrictive covenants described below, and in addition to the payment of Accrued Compensation, the Company is obligated to make monthly payments to Dr. Sheridan for a period of 12 months after his termination date. Each monthly payment shall be equal to 1/12^th of the sum of (i) Dr. Sheridan's annual base

salary, as in effect at the termination date, plus (ii) his bonus for the year immediately prior to the year during which termination occurs.

If Dr. Sheridan's employment terminates due to a "disability" (as defined in his employment agreement), he will be entitled to receive the Accrued Compensation and any other disability benefits payable pursuant to any long-term disability plan or other disability program or insurance policies maintained or provided by the Company. If Dr. Sheridan dies during the term of his employment term, the Company shall pay to his estate a lump sum payment equal to the sum of (i) his Accrued Compensation and (ii) the board of director's good faith estimated annual cash incentive payment for the fiscal year in which the death occurs (on a pro rate basis for the number whole or partial months in the fiscal year in which the death occurs through the date of death) based on the performance of the Company at the time of his death. In addition, the death benefits payable pursuant to any retirement, deferred compensation or other employee benefit plan maintained by the Company shall be paid to the beneficiary designated by Dr. Sheridan in accordance with the terms of the applicable plan.

Dr. Sheridan is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and ending on the later of (i) the fifth anniversary of the Executive Employment Agreement and (ii) three years after his termination date, Dr. Sheridan covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, any patient, referral source, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees. If Dr. Sheridan breaches or threatens to breach these covenants, the Company shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions in any action or proceeding instituted in any court in the State of Florida having subject matter jurisdiction. The provision with respect to injunctive relief shall not, however, diminish the Company's right to claims and recover damages.

The following disclosure indicates the potential payments and benefits to which our directors would be entitled upon termination of employment. All calculations are based on an assumed termination date of December 31, 2009. The disclosure below does not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the directors.

Upon the termination of the director's employment with the Company for any reason whatsoever, (a) all unvested Class B non-voting equity units of RT Investments held by the director as of the termination date shall expire and be immediately forfeited and canceled in their entirety as of the termination date and (b) all vested Class B non-voting equity units of RT Investments held by the director shall remain outstanding, except that if director's employment is terminated by the Company for cause at any time or by the director without good reason during the two year period following the grant date, or if director engages in any non-compete activities prohibited under his employment agreement and as further defined in the Management Unit Subscription Agreement for Class B non-voting equity units of RT Investments and Class C non-voting equity units of RT Investments during the time that such activities are prohibited, then all Class B non-voting equity units of RT Investments (whether vested or unvested) and all Class C non-voting equity units of RT Investments (whether vested or unvested) held by such terminated director shall expire and be immediately forfeited and canceled in their entirety as of the earlier of the termination date or the date director engages in such prohibited activities.

Upon the termination of the director's employment with the Company for any reason whatsoever, the Class C non-voting equity units of RT Investments held by the director shall be treated as follows:

Notwithstanding the above, if (i) the director's employment with the Company is terminated for any reason other than (A) by the Company for cause or (B) by the director without good reason during the two year period subsequent to the grant date of the Class C non-voting equity units of RT Investments and (ii) a sale of the Company occurs within six months following the termination date that results in Vestar receiving proceeds from such sale together with any distributions made at the same time or as or prior to the consummation of the sale, that would have resulted in the director being entitled to retain a greater number of Class C non-voting equity units of RT Investments if the director had remained employed by the Company through the date of the sale of the Company that the number of Units retained by the director pursuant to the foregoing provisions, then (x) such additional Class C non-voting equity units of RT Investments shall be deemed to remain outstanding as of the time of the consummation of the sale of the Company, (y) the amount of any distributions by the Company that the director shall be entitled to receive with respect to the Class C non-voting equity units of RT Investments held by the director shall be governed by the applicable section of the Amended and Restated Limited Liability Company Agreement of Radiation Therapy Investments, LLC and give effect to such additional Class C non-voting equity units of RT Investments, and (z) the amount of the proceeds that the director shall be entitled to receive with respect to the Class C non-voting equity units of RT Investments held by the director in such sale of the Company shall be governed by the applicable sections of the Securityholders Agreement dated as of February 21, 2008 among Vestar, the management investors and the Company, as amended or supplemented thereafter from time to time.

Further, if the director's employment with the Company terminates for any reasons set forth in clauses (i), (ii) or (iii) below prior to the Company's initial public offering (in any event excluding termination of employment by retirement prior the Company's initial public offering), the Company shall have the right and option to purchase for a period of 90 days following the termination date, and each member of the executive and director group shall be required to sell to the Company, any of all of such Units then held by such member of the executive and director group, at a price per unit equal to fair market value, as defined in the Management Unit Subscription Agreement (measured as of the later of (x) the termination date and (y) the six month anniversary of the grant date) of such vested Class B non-voting equity unit of RT Investments or vested Class C non-voting equity unit of RT Investments, as applicable' provided that the Company's board of directors shall have the right, in its sole discretion, to increase the purchase price as set forth above if the director's active employment with the Company is terminated due to: (i) the disability or death of the director; (ii) (A) by the Company without cause or (B) by the director with good reason; or (iii) any other reason not set forth in (i) or (ii) above after the second anniversary of the grant date.

RT Investments owns 100% of the capital stock of Parent, which in turn holds 100% of the capital stock of Radiation Therapy Services, Inc., the issuer of the notes in this offering. The following table sets forth certain information with respect to the beneficial ownership of RT Investments' equity units as of November 18, 2010 by: (i) each person or entity who owns of record or beneficially 5% or more of any class of RT Investments' voting securities; (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of equity units subject to options held by that person that are currently exercisable or exercisable within 60 days of closing of the offering are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The respective percentages of beneficial ownership of Class A voting equity units of RT Investments, Class B non-voting equity units of RT Investments, Class C non-voting equity units of RT Investments and non-voting preferred equity units of RT Investments owned is based on 10,000,000 shares of Class A voting equity units of RT Investments, 516,614 shares of Class B non-voting equity units of RT Investments, 938,360 shares of Class C non-voting equity units of RT Investments and 527,522 shares of non-voting preferred equity units of RT Investments outstanding as of September 30, 2010. This information has been furnished by the persons named in the table below or in filings made with the SEC. Unless otherwise indicated, the address of each of the directors and executive officers is c/o Radiation Therapy Services, Inc., 2270 Colonial Boulevard, Fort Myers, Florida 33907.

		Class A Units					Class B Units(3)					Class C Units(3)					Preferred Units

Name of Beneficial Owner		Number(1)		Percent			Number(1)		Percent			Number(1)		Percent			Number(1)		Percent
Principal shareholder:
	Funds affiliated with Vestar(2)		8,286,564		82.9	%		—		—			—		—			437,134		82.9	%
Directors and named executive officers:
	Daniel E. Dosoretz, M.D.		717,107		7.2	%		315,758		61.1	%		423,434		45.1	%		37,829		7.2	%
	James L. Elrod, Jr.(4)		—		—			—		—			—		—			—		—
	Bryan J. Carey(5)		—		—			—		—			—		—			—		—
	Anil Shrivastava(6)		—		—			—		—			—		—			—		—
	Erin L. Russell(7)		—		—			—		—			—		—			—		—
	James H. Rubenstein, M.D.(8)		354,569		3.5	%		12,630		2.4	%		32,665		3.5	%		18,704		3.5	%
	Howard M. Sheridan, M.D.		179,277		1.8	%		4,210		*			10,888		1.2	%		9,457		1.8	%
	Kerrin E. Gillespie		—		—			16,665		3.2	%		43,099		4.6	%		—		—
	David N.T. Watson(9)		2,390		*			3,158		*			3,629		*			126		*
	Bryan J. Carey(10)		—		—			—		—			—		—			—		—
	Eduardo Fernandez, M.D., Ph.D.(11)		15,936		*			8,420		1.6	%		21,777		2.3	%		841		*
	Constantine A. Mantz, M.D.		7,968		*			8,420		1.6	%		21,777		2.3	%		420		*
	Norton L. Travis(12)		15,936		*			42,101		8.1	%		108,883		11.6	%		841		*
All directors and executive officers as a group (14 persons)			1,301,150		13.0	%		412,414		79.8	%		673,412		71.8	%		68,638		13.0	%

Our Board of Directors has not adopted a written policy or procedure for the review, approval and ratification of related party transactions, as the Audit Compliance Committee Charter already requires the Audit Compliance Committee to review all relationships and transactions in which we and our employees, directors and officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Based on all the relevant facts and circumstances, our Audit Committee will decide whether the related-party transaction is appropriate and will approve only those transactions that are in the best interests of the Company.

Set forth below are certain transactions and relationships between us and our directors, executive officers and equityholders that have occurred during the last three years.

On October 19, 2007, we entered into the Merger Agreement with RT Investments, Parent and RTS MergerCo, Inc., a wholly-owned subsidiary of Parent, pursuant to which we consummated the Merger. Upon completion of the Merger, each share of the Company's common stock outstanding immediately prior to the effective time of the Merger (other than certain shares held by members of RT Investments' management team and certain employees) was converted into $32.50 in cash without interest. The Closing occurred on February 21, 2008. Immediately following the Closing, Parent became the owner of all of the outstanding common stock of the Company, which in turn, became a wholly-owned indirect subsidiary of RT Investments, and Vestar and its affiliates became the beneficial owners of approximately 57% of the outstanding Class A voting equity units of RT Investments and its co-investors became the beneficial owners of approximately 26% of the outstanding Class A voting equity units of RT Investments. As a result, Vestar and its affiliates currently control approximately 83% of the Class A voting equity units of RT Investments through its ability to directly or indirectly control its co-investors. In addition, at the Closing, the management investors, including current and former directors and executive officers, either exchanged certain shares of the Company's common stock or invested cash in the Company, in each case, in exchange for Class A voting equity units and non-voting preferred equity units of RT Investments as further described below. At the Closing, these management investors as a group became the beneficial owners of approximately 17% of the outstanding Class A voting equity units of RT Investments. RT Investments also adopted a management incentive equity plan pursuant to which certain employees are eligible to receive incentive unit awards (Class B and C non-voting equity units) from an equity pool representing up to 13% of the common equity value of RT Investments, which as of September 30, 2010 was 12.4%. In connection with the Closing, Vestar, its affiliates and these management investors invested approximately $627.3 million in equity units of RT Investments.

In California, Delaware, Maryland, Massachusetts, Michigan, Nevada, New York and North Carolina, we have administrative services agreements with professional corporations owned by certain of our directors, executive officers and equityholders, who are licensed to practice medicine in such states. Drs. Dosoretz, Rubenstein and Michael J. Katin, M.D., a former director on the Company's board of directors as well as a director on the boards of directors of several of our subsidiaries and an equityholder of RT Investments, own interests in these professional corporations ranging from 0% to 100%.

We have entered into these administrative services agreements in order to comply with the laws of such states which prohibit us from employing physicians. Our administrative services agreements generally obligate us to provide treatment center facilities, staff and equipment, accounting services, billing and collection services, management and administrative personnel, assistance in managed care contracting and assistance in marketing services. Terms of the agreements are typically 20-25 years and

renew automatically for successive five-year periods, with certain agreements having 30 year terms and automatically renewing for successive one-year periods. The administrative services agreements also contain restrictive covenants that preclude the professional corporations from providing substantially similar healthcare services, hiring another management services organization and soliciting our employees, customers and clients for the duration of the agreement and some period after termination, usually three years. Monthly fees for such services may be computed on a fixed basis, percentage of net collections basis, or on a per treatment basis, depending on the particular state requirements. The administrative services fees paid to us by such professional corporations under the administrative services agreements were approximately $62.2 million, $91.9 million, $87.2 million and $62.0 million for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively. These annual fees are subject to renegotiation on an annual basis, and we had engaged an independent consultant to complete a fair market value annual review of the fees paid by these professional service corporations to us under the terms of the administrative services agreements, except for the administrative services agreement where we are paid on a percentage of gross or net income. The consulting firm completed its review in 2010 for the 2009 fees under the New York and North Carolina administrative services agreements. With respect to the acquisition of all of the equity interests in the Michigan centers, of which the management companies were acquired by a wholly-owned affiliate of the Company and the professional service corporations were acquired by Dr. Katin, the Audit/Compliance Committee approved the continuation of the use of existing administrative service agreements between the management companies and the professional corporations. With respect to any new centers to date in 2009 that required an administrative services agreement, the Audit/Compliance Committee approved the utilization by management of the same underlying fee methodology used in the California, Maryland, Nevada, Massachusetts, New York and/or North Carolina administrative services agreements based on the fair market value review completed by the independent consultant.

In addition, we have transition services agreements with the professional corporations owned by Drs. Dosoretz, Rubenstein and Katin, which correspond to the administrative services agreements. The transition services agreements provide that (i) the term of the agreements corresponds to the respective administrative services agreement and any renewals thereof, (ii) the shareholders grant us a security interest in the shares held by them in the professional corporation, and (iii) the shareholders are prohibited from making any transfer of the shares held by them in the professional corporation, including through intestate transfer, except to qualified shareholders with our approval. Upon certain shareholder events of transfer (as defined in the transition services agreements), including a transfer of shares by any shareholder without our approval or the loss of a shareholder's license to practice radiation therapy in his or her applicable state, for a period of 30 days after giving notice to us of such event, the other shareholders have an opportunity to buy their pro-rata portion of the shares being transferred. If at the end of the 30-day period, any of the transferring shareholder's shares have not been acquired, then, for a period of 30 days, the professional corporation has the option to purchase all or a portion of the shares. If at the end of that 30-day period any of the transferring shareholder's shares have not be acquired, we must designate a transferee to purchase the remaining shares. The purchase price for the shares shall be the fair market value as determined by our auditors. Upon other events relating to the professional corporation, including uncured defaults, we shall designate a transferee to purchase all of the shares of the professional corporation.

We lease certain of our treatment centers and other properties from partnerships which are majority-owned by Drs. Dosoretz, Rubenstein, Sheridan, Katin and Mantz and Dr. Fernandez, our Senior Vice President, Director of Regional Operations. As of December 31, 2009, Drs. Dosoretz, Rubenstein, Sheridan, Katin, Fernandez and Mantz have ownership interests in these entities ranging from 0% to 100%. These leases have expiration dates through March 31, 2025, and provide for annual

lease payments and executory costs, ranging from approximately $57,000 to $1.6 million. The aggregate lease payments we made to these entities were approximately $4.7 million, $7.3 million, $10.2 million and $10.8 million for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively. The rents were determined on the basis of the debt service incurred by the entities and a return on the equity component of the project's funding. Prior to completing our initial public offering in June 2004, we engaged an independent consultant to complete a fair market rent analysis for the real estate leases with the real estate entities owned by our directors, executive officers and other management employees. The consultant determined that, with one exception, the rents were at fair market value. We negotiated a rent reduction for the one exception to bring it to fair market value as determined by the consultant. Since 2004, an independent consultant is utilized to assist the Audit/Compliance Committee in determining fair market rental for any renewal or new rental arrangements with any affiliated party.

In October 1999, we entered into a sublease arrangement with a partnership, which is 62.4% owned by Drs. Dosoretz, Rubenstein, Sheridan and Katin as of December 31, 2009, to lease space to the partnership for an MRI center in Mount Kisco, New York. Sublease rentals paid by the partnership to the landlord were approximately $700,000, $578,000, $761,000 and $504,000 for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively.

We also maintain a construction company which provides remodeling and real property improvements at certain of our facilities. This construction company builds and constructs leased facilities on the lands owned by Drs. Dosoretz, Rubenstein, Sheridan and Katin. Payments received by us for building and construction fees were approximately $3.9 million, $9.7 million, $0.5 million and $0.04 million for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively. Amounts due to us for the construction services were approximately $408,000 at September 30, 2010.

In connection with our plans with respect to future development of new treatment centers on land owned by or contemplated to be acquired by land partnerships owned by certain of our directors, executive officers and equityholders, the terms and conditions of the transactions, including leases of such property and in some instances buildout and equipment reimbursements by us are expected to be on terms and conditions as those of similar historic transactions.

Each of our directors and executive officers who is a holder of equity units of RT Investments, including Drs. Dosoretz, Sheridan, Rubenstein, Katin, Mantz and Fernandez, Ms. Dornaus, our Senior Vice President and Chief Compliance Officer, and Mr. Travis is a party to an Amended and Restated Securityholders Agreement with RT Investments governing the rights and obligations of holders of units of RT Investments. The Amended and Restated Securityholders Agreement provides, among other things:

The Securityholders Agreement also provides for a management agreement to be entered into among the Company, RT Investments, Parent and Vestar, which is described below.

In connection with the Merger, each of the Company, RT Investments and Parent entered into a Management Agreement with Vestar relating to certain advisory and consulting services Vestar provides to the Company, RT Investments and Parent. Under the Management Agreement, Vestar received a $10.0 million transaction fee upon the Closing for services rendered in connection with the Closing and was reimbursed for its reasonable out of pocket expenses. The Management Agreement also provides for Vestar to receive an annual management fee equal to the greater of (i) $850,000 or (ii) an amount equal to 1.0% of the Company's consolidated EBITDA, which fee will be payable quarterly, in advance. Vestar is also entitled to a fee for any financial advisory or similar services it provides in connection with a sale of the Company or a transaction relating to any acquisition, divestiture or other transaction by or involving RT Investments, Parent, the Company or any of their respective subsidiaries, subject to approval by the management managers under the Amended and Restated Securityholders Agreement. RT Investments, Parent and the Company must indemnify Vestar and its affiliates against all losses, claims, damages and liabilities arising out of the performance by Vestar of its services pursuant to the Management Agreement, other than those that have resulted primarily from the gross negligence or willful misconduct of Vestar and/or its affiliates.

The Management Agreement will terminate upon the earlier of (i) such time when Vestar and its affiliates hold, directly or indirectly, less than 20% of the voting power of the Company's outstanding voting stock, (ii) a Public Offering (as defined in the Amended and Restated Securityholders Agreement) or (iii) a sale of RT Investments, Parent or the Company in accordance with the Amended and Restated Securityholders Agreement.

During 2010, we paid $2.0 million to Vestar Capital Partners V, L.P. for additional transaction advisory services in respect to the incremental amendments to our senior secured revolving credit facility, the additional $15.0 million of commitments to the revolver portion, and the complete refinancing of the senior subordinated notes. We paid approximately $0, $0.6 million, $1.3 million and $1.1 million in management fees to Vestar for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively.

In connection with the Closing, RT Investments entered into various Management Stock Contribution and Unit Subscription Agreements with our management employees, including Drs. Dosoretz, Sheridan, Rubenstein, Katin, Mantz and Fernandez, Ms. Dornaus and Messrs. Travis and Watson (each, an "Executive"), pursuant to which they exchanged certain shares of the Company's

common stock held by them immediately prior to the effective time of the Merger or invested cash in the Company, in each case, in exchange for non-voting preferred equity units and Class A voting equity units of RT Investments. Under the Management Stock Contribution and Unit Subscription Agreements, if an Executive's employment is terminated by death or disability, by RT Investments and its subsidiaries without "cause" or by the Executive for "good reason" (each as defined in the respective Management Stock Contribution and Unit Subscription Agreement), or by RT Investments or its subsidiaries for "cause" or by the Executive for any other reason except retirement, or the Executive violates the non-compete or confidentiality provisions, RT Investments has the right and option to purchase, for a period of 90 days following the termination, any and all units held by the Executive or the Executive's permitted transferees, at the fair market value determined in accordance with the applicable Management Stock Contribution and Unit Subscription Agreement, subject to certain exceptions and limitations. Under Dr. Dosoretz's Management Stock Contribution and Unit Subscription Agreement, he also has certain put option rights to require RT Investments to repurchase his non-voting preferred equity units and Class A voting equity units if, prior to a sale of RT Investments, Parent or the Company in accordance with the Amended and Restated Securityholders Agreement or a Public Offering (as defined in the Amended and Restated Securityholders Agreement), his employment is terminated without cause or he terminates his employment for good reason and at such time RT Investments has met certain performance targets.

Each of our directors and executive officers who is a holder of equity units of RT Investments, including Drs. Dosoretz, Sheridan, Rubenstein, Katin, Mantz and Fernandez, Ms. Dornaus, and Mr. Travis is a party to an Amended and Restated Limited Liability Company Agreement with RT Investments governing affairs of RT Investments and the conduct of its business. The Amended and Restated Limited Liability Company Agreement sets forth certain terms of the equity units held by members of RT Investments, including, among other things, the right of members to receive distributions, the voting rights of holders of equity units and the composition of the board of managers, subject to the terms of the Amended and Restated Securityholders Agreement. Under the Amended and Restated Limited Liability Company Agreement, Vestar's prior written consent is required for RT Investments to take engage in certain types of transactions, including mergers, acquisitions, asset sales, and incur indebtedness and make capital expenditures, subject to exceptions and limitations. The Amended and Restated Limited Liability Company Agreement contains customary indemnification provisions relating to holders of units and managers and officers of RT Investments.

We have entered into employment agreements with certain of our executive officers and directors, which contain compensation, severance, non-compete and confidentiality provisions. In addition, we have employed, and continue to employ, directly or indirectly, immediate family members of certain of our directors, executive officers and equityholders, including Dr. Dosoretz's brother (as further described below), Dr. Dosoretz's daughter, Amy Fox, M.D., and Dr. Rubenstein's brother, Paul Rubenstein. Amy Fox, M.D. received compensation under a physician employment agreement of approximately $0, $0, $53,000 and $183,000 for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively. Paul Rubenstein received compensation as our Director of Physician Contracting of approximately $170,000, $169,000, $169,000 and $128,000 for the years ended December 31, 2007, 2008 and 2009 and for the nine months ended September 30, 2010, respectively.

We have entered into indemnification agreements with certain of our directors and executive officers prior to the Merger. The indemnification agreements provide, among other things, that the

Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of his or her status as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other enterprise which such person is or was serving at the request of the Company, such indemnitee was, is or is threatened to be made, a party to in any threatened, pending or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, against all expenses (including attorneys' and other professionals' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such proceeding. The indemnitee shall not be indemnified unless he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company, or for willful misconduct. In addition, the indemnification agreements provide for the advancement of expenses incurred by the indemnitee in connection with any such proceeding to the fullest extent permitted by applicable law. The indemnification agreements terminate upon the later of five years after the date that the indemnitee ceased to serve as a director and/or executive officer or the date of the final termination of any proceedings subject to the indemnification agreements. The Company agrees not to bring any legal action against the indemnitee or his or her spouse or heirs after two years following the date the indemnitee ceases to be a director and/or executive officer of the Company. The indemnification agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including any rights arising under the Articles of Incorporation or Bylaws of the Company, or the Florida Business Corporation Act.

In connection with the Merger, we agreed that we would not alter or impair any existing indemnification provisions then in existence in favor of then current or former directors or officers as provided in the Articles of Incorporation or Bylaws of the Company or as evidenced by indemnification agreements with us.

On January 1, 2009, we entered into a Membership Interest Purchase Agreement with Lisdey S.A. an Uruguay corporation, Alejandro Dosoretz, Dr. Daniel Dosoretz's brother, and Bernardo Dosoretz, Dr. Daniel Dosoretz's father, and the spouses of Alejandro Dosoretz and Bernardo Dosoretz, pursuant to which we purchased a 33% interest in Medical Developers, LLC, an entity that is the majority owner and operator of 25 freestanding radiation oncology practices though 15 legal entities in South America, Central America and the Caribbean (which translates into us owning a 19% indirect ownership interest in the underlying radiation therapy treatment centers), and a 19% interest in Clinica de Radioterapia La Asuncion S.A., an entity that operates a treatment center in Guatemala. We purchased the 33% interest in Medical Developers, LLC and the 19% interest in Clinica de Radioterapia La Asuncion S.A. at an aggregate purchase price of approximately $12.3 million, with a four-year call option to purchase the remaining 67% in Medical Developers, LLC, which would result in an ownership interest approximately 90% in the underlying radiation oncology practices located in South America, Central America and the Caribbean, at a price based on a multiple of historical earnings before interest, taxes, depreciation and amortization. In connection with our entry into the Membership Interest Purchase Agreement, Alejandro Dosoretz entered into an employment agreement with an entity located in Argentina in which we hold interests as part of a joint venture, pursuant to which he receives an annual salary of approximately $110,000 for his services.

historical earnings before interest, taxes, depreciation and amortization, and excess working capital, and is estimated to be approximately $79.5 million, expected to be paid with a combination of cash, new indebtedness and the issuance of equity units of RT Investments, and will be subject to any purchase price adjustments. See "Unaudited Pro Forma Condensed Combined Financial Information of Radiation Therapy Services Holdings, Inc." Additionally, in connection with the closing of acquisition of Medical Developers, LLC, Alejandro Dosoretz's employment agreement would be amended to provide for severance provisions and an annual base salary of no less than $500,000 (exclusive of an annual bonus of up to $500,000, subject to the achievement of specified performance goals), a portion of which shall be deducted from the earnings amounts used in calculating the purchase price at closing, and he will be allowed to participate in the management incentive equity plans of RT Investments. Alejandro Dosoretz and Bernardo Dosoretz would also become parties to the Amended and Restated Limited Liability Company Agreement and Securityholders Agreement. Further, Alejandro Dosoretz would have the right to invest 10% of the cost of any new radiation oncology centers of Medical Developers, LLC and Clinica de Radioterapia La Asuncion S.A. in exchange for 10% ownership interest in such new centers and an additional interest, which when combined with the 10% ownership interest, would entitle him to 20% of the profits of such new centers. The Company would have an option to buy such interests in the new centers on the third anniversary of the closing, and Alejandro Dosoretz would have a put right on the 10% ownership interest. In connection with the operation of certain radiation oncology centers, Alejandro Dosoretz would also have the right to receive an earnout payment from the Company based on a multiple of historical earnings before interest, taxes, depreciation and amortization. We have not entered into a definitive agreement with respect to this acquisition, and there can be no assurance that this acquisition will be completed as contemplated or at all.

In 2010, we provided medical equipment and parts inventory to Medical Developers, LLC in the amount of approximately $409,000. As of September 30, 2010, amounts due from the sale of the equipment, including accrued interest were approximately $420,000. In connection with the proposed acquisition of Medical Developers, LLC, we are required to advance up to $500,000 for the purchase and implementation of a new accounting software system. As of September 30, 2010, we have advanced approximately $334,000. As of September 30, 2010, we have amounts due from Medical Developers, LLC, of approximately $312,000 in declared dividends.

We provide billing and collection services to Riverhill MRI Specialists, P.C. ("Riverhill MRI"), a provider of medical services in New York, of which approximately 62.4% is owned by Drs. Dosoretz, Rubenstein, Sheridan and Katin as of December 31, 2009. In addition, we charge Riverhill MRI for certain allocated costs of certain staff that perform services on behalf of Riverhill MRI. The fees received by us for the billing and collection services and for reimbursement of certain allocated costs were approximately $418,000, $200,000 and $2,000 for the years ended December 31, 2007, 2008, and 2009, respectively. No balance was due from Riverhill MRI at September 30, 2010.

We are a participating provider in an oncology network, of which Dr. Dosoretz has an ownership interest. We provide oncology services to members of the network. Payments received by us for services rendered in 2007, 2008, 2009 and in the nine months ended September 30, 2010 were approximately $568,000, $633,000, $813,000 and $675,000, respectively.

In October 2003, we contracted with Batan Insurance Company SPC, LTD, an entity which is owned by Drs. Dosoretz, Rubenstein, Sheridan and Katin to provide us with malpractice insurance coverage. We paid premium payments to Batan Insurance Company SPC, LTD of approximately $6.9 million, $8.1 million, $5.2 million and $2.5 million for the years ended December 31, 2007, 2008, 2009 and for the nine months ended September 30, 2010, respectively.

On February 21, 2008, Radiation Therapy Services, Inc., as borrower (the "Borrower") entered into that certain Credit Agreement (as amended by Amendment No. 1, dated August 15, 2009, and as otherwise amended, supplemented or otherwise modified from time to time, the "Credit Agreement") with Parent, the subsidiaries of the Borrower identified therein as guarantors, the institutions from time to time party thereto as lenders (the "Lenders"), Wells Fargo Bank, N.A. (as successor to Wachovia Bank, National Association), as administrative agent to Lenders (in such capacity, the "Administrative Agent") and other agents and arrangers named therein, that governs our senior secured credit facilities. Our senior secured credit facilities are comprised of (i) a senior secured term loan facility and (ii) a senior secured revolving credit facility of $60.0 million. Our senior secured credit facilities also allow us, subject to the satisfaction of certain conditions (including the absence of any default thereunder and pro forma compliance with the financial covenants contained therein) to request additional tranches of term loans or increases in the revolving commitments up to an aggregate amount of $75.0 million.

On April 1, 2010, the Borrower entered into Amendment No. 2 to the Credit Agreement to amend our senior secured credit facilities. Among other things, Amendment No. 2 modified the Credit Agreement to (i) allow the Borrower to issue permitted additional subordinated debt to fund certain future acquisitions (subject to the satisfaction of certain conditions, including that (a) the portion of the proceeds intended to be used to fund acquisitions be deposited with the Administrative Agent, (b) any proceeds of such permitted additional subordinated debt not used to fund acquisitions prior to September 30, 2010 (or, if definitive documentation with respect to such acquisition has been entered into and all conditions to the closing of such acquisition other than regulatory approval have been satisfied, December 31, 2010) be applied to prepay the term loans and (c) at the time of issuance, at least $35.0 million (plus any amount of gross proceeds in excess of $270.0 million) of the gross proceeds of such issuance (minus the initial purchasers' discounts related to such gross proceeds) be applied to repay the term loans); (ii) disregard, for purposes of calculating compliance with the financial covenants, certain provisions of GAAP that would require properties rented by the Borrower to be treated as owned by the Borrower; and (iii) provide for certain other modifications as set forth therein to permit the incurrence of an additional $40.0 million of assumed indebtedness in connection with certain future acquisitions identified to the Administrative Agent, and the ability to make additional investments, subject to pro forma compliance with certain performance-based incurrence covenants and other restrictions.

On April 22, 2010, the Lenders provided an additional $15.0 million of commitments to our senior secured revolving credit facility, increasing the available commitment from $60.0 million to $75.0 million.

On May 3, 2010, we entered into Amendment No. 3 to the Credit Agreement, pursuant to which we revised certain administrative matters, including to permit us to provide to the Lenders the consolidated financial statements of Parent in lieu of those of the Borrower.

We paid $2.0 million to Vestar Capital Partners V, L.P. for additional transaction advisory services in respect to the incremental amendments to our existing senior secured revolving credit facilities, the additional $15.0 million of commitments to the revolver portion, and the complete refinancing of the senior subordinated notes.

All of the Borrower's obligations under the senior secured credit facilities are guaranteed by Parent and each existing and future direct and indirect wholly-owned domestic subsidiary and certain non-wholly owned domestic subsidiaries of the Borrower, subject to certain exceptions. The Borrower's obligations and the guarantees under the senior secured credit facilities are secured by substantially all of the assets of the Borrower and the guarantors, including the equity interests in certain subsidiaries.

The key terms of the senior secured credit facilities are described below. Such description is not complete and is qualified in its entirety by reference to the complete text of the related Credit Agreement.

The senior secured term loan bears interest based on either (i) LIBOR plus a spread of 425 basis points, or (ii) the ABR plus a spread of 325 basis points, depending on whether the Borrower elects Eurodollar loans or ABR loans. The term loan matures on February 21, 2014, unless terminated earlier.

The revolving credit facility matures on February 21, 2013 and bears interest based on either (i) LIBOR plus a spread ranging from 350 to 425 basis points, or (ii) ABR plus a spread ranging from 250 to 325 basis points, depending on whether the Borrower elects Eurodollar loans or ABR loans, with the exact spread determined upon the basis of our total leverage ratio, as defined under the senior secured credit facilities. The Borrower is required to pay a quarterly unused commitment fee at a rate ranging from 37.5 to 50.0 basis points on the senior secured revolving credit facility determined upon the basis of our total leverage ratio, as defined under the senior secured credit facilities.

The Borrower is required to repay installments on the loans under the senior secured term loan facility in equal quarterly installments of 0.25% of the aggregate principal amount of the senior secured term loans, with the remaining amount payable on February 21, 2014.

Principal amounts outstanding under the senior secured revolving credit facility are due and payable in full at maturity, on February 21, 2013.

The Borrower is also required to repay installments on the loans under the delayed draw term loan in equal quarterly installments in an aggregate principal amount of 0.25% of the delayed draw term loan, commencing with the first full quarter after the borrowing of the delayed draw term loan, with the remaining amount payable on February 21, 2014.

Subject to certain exceptions, the Borrower's obligations under the senior secured credit facilities are unconditionally and irrevocably guaranteed by Parent and the Borrower's existing and future direct and indirect wholly-owned domestic subsidiaries. Subject to certain exceptions, the senior secured credit facilities are secured by first priority perfected security interests in, substantially all the assets of the Borrower and each subsidiary guarantor, whether owned on February 21, 2008, or thereafter acquired, including a first priority pledge of all the equity interests held by the Borrower and each subsidiary guarantor that is a domestic entity and 65% of the equity interests of any subsidiary guarantor that is a direct first tier foreign entity.

The Borrower may, subject to LIBOR breakage costs, as applicable, make voluntary prepayments of any amounts outstanding under the senior secured credit facilities at any time, without premium or penalty.

The senior secured term loan must be prepaid in certain circumstances and at specified percentages, including with the net cash proceeds of debt issuances (other than certain subordinated debt), the net cash proceeds from any issuance of public equity securities, the net cash proceeds of

certain asset sales (subject to reinvestment rights and other exceptions) and specified percentages of certain cash flows subject to step down based on maximum leverage ratio.

The senior secured credit facilities require compliance with certain financial and operating covenants, including a maximum total leverage ratio and minimum interest coverage ratio. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower's ability and that of certain of our subsidiaries to:

The senior secured credit facilities also contain certain customary affirmative covenants and events of default, including upon a change of control.

The exchange offer is designed to provide holders of Old Notes with an opportunity to acquire Exchange Notes which, unlike the Old Notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

The Old Notes were originally issued and sold on April 20, 2010, to the initial purchasers, pursuant to the purchase agreement dated April 9, 2010. The Old Notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the Old Notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The Old Notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act.

In connection with the original issuance and sale of the Old Notes, we entered into the Registration Rights Agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the Exchange Notes for the Old Notes, pursuant to the exchange offer. The Registration Rights Agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for Exchange Notes.

Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the Exchange Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the Exchange Notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any Exchange Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights Agreement (including certain indemnification rights and obligations).

We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the Exchange Notes as it has in other interpretations to third parties.

Each holder of Old Notes that exchanges such Old Notes for Exchange Notes in the exchange offer will be deemed to have made certain representations, including representations that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Exchange Notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of Old Notes or Exchange Notes. If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

Upon the terms and subject to the conditions set forth in this prospectus, we will accept any and all Old Notes that were acquired pursuant to Rule 144A or Regulation S validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. Holders may tender some or all of their Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in integral multiples of $1,000.

The form and terms of the Exchange Notes are the same as the form and terms of the outstanding Old Notes except that:

The Exchange Notes will evidence the same debt as the Old Notes and will be entitled to the benefits of the Indenture.

We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

We will be deemed to have accepted validly tendered Old Notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us.

If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of specified other events set forth in this prospectus, the certificates for any unaccepted Old Notes will be promptly returned, without expense, to the tendering holder.

Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See "Fees and expenses" and "Transfer taxes" below.

The exchange offer will remain open for at least 20 full business days. The term "expiration date" will mean 5:00 p.m., New York City time, on January 12, 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which the exchange offer is extended.

To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders.

Since the Old Notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the Old Notes and will be the only entity that can tender your Old Notes for Exchange Notes. Therefore, to tender Old Notes subject to this exchange offer and to obtain Exchange Notes, you must instruct the institution where you keep your Old Notes to tender your Old Notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

The letter of transmittal that may accompany this prospectus may be used by you to give such instructions.

YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 PM (NEW YORK CITY TIME) DEADLINE ON JANUARY 12, 2011.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

Broker-dealers who cannot make the representations in item (5) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the Exchange Notes issued in the exchange offer.

If you are our "affiliate," as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your Old Notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of Exchange Notes acquired in the exchange offer, you or that person:

You may tender some or all of your Old Notes in this exchange offer. However, your Old Notes may be tendered only in integral multiples of $1,000.

When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus.

The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:

Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will reasonably determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you or any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

The exchange agent, on our behalf will seek to establish an Automated Tender Offer Program ("ATOP") account with respect to the outstanding Old Notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such Old Notes into our ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent's Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 pm, New York City Time on the expiration date. The confirmation of a book entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTE ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

The delivery of Old Notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering Old Notes. We will ask the exchange agent to instruct DTC to promptly return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old Notes on behalf of holders of the Old Notes.

Acceptance of Outstanding Old Notes for Exchange; Delivery of Exchange Notes

We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If we do not accept any tendered Old Notes for exchange by book-entry transfer because of an invalid tender or other valid reason, we will credit the Notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

THE AGENT'S MESSAGE MUST BE TRANSMITTED TO EXCHANGE AGENT ON OR BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

You may withdraw your tender of outstanding notes at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will promptly return any outstanding Old Notes that have been tendered but not exchanged, or credit them to the DTC account. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Old Notes and may terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us in our sole reasonable discretion, prior to the expiration date:

If we determine in our sole reasonable discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any Old Notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, in our sole reasonable discretion, provided that we will not waive any condition with respect to an individual

holder of Old Notes unless we waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties. Our failure at any time to exercise any of the foregoing rights will not be a waiver of our rights and each such right will be deemed an ongoing right which may be asserted at any time before the expiration of the exchange offer.

We have appointed Wells Fargo Bank, National Association as the exchange agent for the exchange offer. You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the letter of transmittal that may accompany this prospectus to the exchange agent addressed as follows:

By facsimile (for eligible institutions only):
(612) 667-6282
Attn. Bondholder Communications

Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
PO Box 1517
Minneapolis, MN 55480

Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
Sixth & Marquette Avenue
Minneapolis, MN 55479

Wells Fargo Bank, N.A.
12^th Floor—Northstar East Building
Corporate Trust Operations
608 Second Avenue South
Minneapolis, MN 55479

Delivery to an address other than set forth above will not constitute a valid delivery.

The principal solicitation is being made through DTC by Wells Fargo Bank, National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provisions of these services and pay other registration expenses, including registration and filing fees, fees and expenses of compliance with federal securities and state blue sky securities laws, printing expenses, messenger and delivery services and telephone, fees and disbursements to our counsel, application and filing fees and any fees and disbursements to our independent certified public accountants. We will not

make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

Additional solicitations may be made by telephone, facsimile or in person by our and our affiliates' officers employees and by persons so engaged by the exchange agent.

The Exchange Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be capitalized and expensed over the term of the Exchange Notes.

If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register Exchange Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, you will be responsible for paying any transfer tax owed.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES.

If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the Registration Rights Agreement and described above, and your Old Notes will continue to be subject to the provisions of the indenture governing the Old Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer of the Old Notes imposed by the Securities Act and states securities law when we complete the exchange offer. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, if you do not tender your Old Notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indenture governing the Old Notes provides for if we do not complete the exchange offer.

The Old Notes that are not exchanged for Exchange Notes pursuant to the exchange offer will remain restricted securities. Accordingly, the Old Notes may be resold only:

The Registration Rights Agreement also requires that we file a shelf registration statement if:

We will also register the Exchange Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register Exchange Notes in any jurisdiction unless a holder requests that we do so.

The Company issued the Old Notes under an indenture (the "Indenture"), among itself, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the "Trustee"). The Exchange Notes will also be issued under the Indenture. Any Old Note that remains outstanding after the completion with the exchange offer, together with the Exchange Notes issued in connection with the exchange offer, will be treated as a single class of securities under the Indenture.

The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). A copy of the Indenture and the Registration Rights Agreement may be obtained from the Company. You can find definitions of certain capitalized terms used in this description under "—Certain Definitions." For purposes of this section, (i) references to the "Company" include only Radiation Therapy Services, Inc. and not its Subsidiaries and (ii) the terms "we", "our" and "us" each refer to the Company and its consolidated Subsidiaries.

The notes will be unsecured obligations of the Company, ranking subordinate in right of payment to all Senior Debt of the Company.

The Company will issue the notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee will initially act as Paying Agent and Registrar for the notes. The notes may be presented for registration or transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of the notes (the "Holders"). The Company will pay principal (and premium, if any) on the notes at the Trustee's corporate trust office in New York, New York. At the Company's option, interest may be paid at the Trustee's corporate trust office or by check mailed to the registered address of Holders.

The notes are unlimited in aggregate principal amount, of which $310.0 million in aggregate principal amount will be issued in this offering. The notes will mature on April 15, 2017. Additional notes may be issued from time to time, subject to the limitations set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness." Interest on the notes will accrue at the rate of 9⁷/8% per annum and will be payable semiannually in cash on each April 15 and October 15 commencing on October 15, 2010, to the persons who are registered Holders at the close of business on April 1 and October 1 immediately preceding the applicable interest payment date. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest may accrue and be payable under the circumstances set forth in the Registration Rights Agreement. See "Exchange Offer; Registration Rights." References herein to "interest" shall be deemed to include any such Additional Interest.

Except as described below, the notes are not redeemable before April 15, 2014. Thereafter, the Company may redeem the notes at its option, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amount

thereof) if redeemed during the twelve-month period commencing on April 15 of the year set forth below:

In addition, the Company must pay accrued and unpaid interest on the notes redeemed. Any such redemption or notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent.

At any time, or from time to time, on or prior to April 15, 2013, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the notes issued under the Indenture at a redemption price of 109.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

"Equity Offering" means an offering of Qualified Capital Stock of any direct or indirect parent entity of the Company or the Company; provided that, in the event of an Equity Offering by any direct or indirect parent entity of the Company, such entity contributes to the capital of the Company the portion of the net cash proceeds of such Equity Offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the notes to be redeemed pursuant to the preceding paragraph.

At any time on or prior to April 15, 2014, the notes may also be redeemed or purchased (by the Company or any other Person) in whole or in part, at the Company's option, at a price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the date of redemption or purchase (the "Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Such redemption or purchase may be made upon notice mailed by first-class mail to each Holder's registered address, not less than 30 nor more than 60 days prior to the Redemption Date. The Company may provide in such notice that payment of such price and performance of the Company's obligations with respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent.

"Applicable Premium" means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on April 15, 2014 (such redemption price being that described in the first paragraph of this "Optional Redemption" section) plus (2) all required remaining scheduled interest payments due on such Note through April 15, 2014, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.

"Treasury Rate" means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to April 15, 2014; provided, however, that if the period from such Redemption Date to April 15, 2014 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such Redemption Date to April 15, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

In the event that the Company chooses to redeem less than all of the notes, selection of the notes for redemption will be made by the Trustee either:

No notes of a principal amount of $2,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

The payment of all Obligations on or relating to the notes is subordinated in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on Senior Debt of the Company (including all Obligations with respect to the Credit Agreement). Notwithstanding the foregoing, payments and distributions made relating to the notes pursuant to the trust described under "Legal Defeasance and Covenant Defeasance" shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described under "Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made.

The holders of Senior Debt will be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt (including interest accruing after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding) before the Holders of notes will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the notes in the event of any distribution to creditors of the Company:

The Company also may not make any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the notes or acquire any notes for cash or property or otherwise if:

Payments on and distributions with respect to any Obligations on, or with respect to, the notes may and shall be resumed:

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

The Company must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above in the event of a bankruptcy, liquidation or reorganization of the Company, Holders of the notes may recover less ratably than creditors of the Company who are holders of Senior Debt and other creditors who have not subordinated their claims to Senior Debt. See "Risk Factors—Your right to receive payments on the notes will be junior to the rights of the lenders under our senior secured credit facilities and all of our other senior debt and any of our future senior debt."

After giving effect to the offering of the notes, on a pro forma basis, at December 31, 2009, the aggregate amount of Senior Debt outstanding would have been approximately $292.6 million.

The Guarantors will jointly and severally guarantee the Company's obligations under the Indenture and the notes on a senior subordinated basis. Each Guarantee will be subordinated to Guarantor Senior Debt on the same basis as the notes are subordinated to Senior Debt. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Each Guarantor may consolidate with or merge into or sell its assets to the Company or a Restricted Subsidiary of the Company without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Certain Covenants—Merger, Consolidation and Sale of Assets." In the event of any transaction after which a Guarantor is no longer a Restricted Subsidiary and such transaction complies with the Indenture, the Guarantor's Guarantee will be released. In addition, if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, the Guarantee of such Guarantor will be released.

Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder's notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase.

Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The Credit Agreement contains, and other Indebtedness of the Company may contain, prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness be repurchased upon a Change of Control. The exercise by the Holders of their right to require the Company to repurchase the notes upon a Change of Control could cause a default under the Credit Agreement and other Indebtedness even if the Change of Control itself does not. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing the notes, the Company could seek the consent of its lenders and the holders of any such other Indebtedness to

permit the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the notes. In such case, the Company's failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of notes under certain circumstances.

If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder's right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture by virtue thereof.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness; provided, however, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor, may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of clauses (1) through (19) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of this covenant, the Company shall, in its sole discretion, classify (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) such item of Indebtedness in any manner that complies with this covenant (and any portion of an item of Indebtedness to be incurred under clauses (1) through (19) above on a particular date shall not be included in the calculation of the Consolidated Fixed Charge Coverage Ratio in determining the

amount of Indebtedness that may be incurred on the same date pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of this covenant); provided that all Indebtedness outstanding under the Credit Agreement on the Issue Date shall initially be deemed to have been incurred pursuant to clause (2). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this covenant. The maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

The Company will not, and will not permit any Restricted Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that is senior in right of payment to the notes or such Guarantor's Guarantee, as the case may be, and subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the Indenture, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or secured by different collateral or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, only amounts expended pursuant to clauses (1), (6), (9) and (12) shall be included in such calculation.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under the Credit Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (provided that if prior to such 366th day the Company or a Restricted Subsidiary enters into a binding agreement committing it to apply such Net Cash Proceeds in accordance with the requirements of clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph after such day, such 365-day period will be extended with respect to the amount of Net Cash Proceeds so committed for a period not to exceed 180 days) (each a "Net Proceeds Offer Amount") shall be applied by the

Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of notes (and Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph).

In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "—Merger, Consolidation and Sale of Assets", which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender notes and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered notes of tendering Holders on a pro rata basis based on the amount of the notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens that secure Indebtedness against or upon any property or assets of the Company or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:

The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the

Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Notwithstanding the foregoing clauses (1), (2) and (3), (a) the Company and any Restricted Subsidiary may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Restricted Subsidiary and (b) the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction.

The Indenture will provide that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the notes with the same effect as if such surviving entity had been named as such, and the Company shall be released from the obligations under the notes and the Indenture.

Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need only comply with clause (4) of the first paragraph of this covenant.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction") involving aggregate consideration in excess of $2.5 million, other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions) involving aggregate payments or other property with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions) that involves an aggregate fair market value of more than $20.0 million, the Company or such Restricted Subsidiary, as the case may be, shall obtain an opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee.

(b) The following shall not be deemed Affiliate Transactions and, therefore, the restrictions set forth in this covenant shall not apply to:

The Company will not permit any of its Restricted Subsidiaries (other than Foreign Subsidiaries), directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to Indebtedness under the Credit Agreement, unless, in any such case:

Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:

The Company and its Restricted Subsidiaries will not engage in any businesses which are not the same, similar, ancillary, complementary, reasonably related to, or a reasonable extension of the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture, the notes or the Registration Rights Agreement unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, if not filed electronically with the SEC through EDGAR (or any successor system), the Company will provide to the Trustee and the registered Holders of the notes, within 15 days of the time periods specified in the relevant forms:

Additionally, the Company will cause such documents to be filed with the SEC unless the SEC will not accept such documents; provided, that the Company shall not be obligated to file such reports with the SEC at any time prior to becoming subject to Section 13 or Section 15(d) of the Exchange Act. The requirement for the Company to provide information may be satisfied by posting such reports, documents and information on its website within the time periods specified by this covenant; provided, however, that the Company will (upon request) provide one copy of the exhibits of the foregoing to the Trustee and will (upon request) provide additional copies of such exhibits to any Holder or prospective Holder.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

In addition, the Company and the Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same:

If an Event of Default specified in clause (6) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Indenture will provide that, at any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the Holders of a majority in principal amount of the notes may rescind and cancel such declaration and its consequences:

The Holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.

The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium or interest. Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to the trustee. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Under the Indenture, the Company is required to provide an officers' certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default, the status thereof and the Company's efforts to cure such Default or Event of Default.

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding notes ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes, except for:

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the notes.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all outstanding notes when:

From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including (1) curing ambiguities, defects, mistakes or inconsistencies, so long as such change does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect and (2) conform the text of the Indenture, Guarantees or the notes to any provision of this "Description of Exchange Notes." In formulating its opinion on such matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an opinion of counsel. Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of the holders of any Designated Senior Debt under the subordination provisions of the Indenture (including any defined terms as used therein) without the consent of each holder of Designated Senior Debt affected thereby.

The Indenture will provide that it, the notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Indenture will provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

"Acquired EBITDA" means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business, all as determined on a consolidated basis for such Acquired Entity or Business.

"Acquired Entity or Business" means any Person, property, business or asset acquired (other than in the ordinary course of business) during a period (but not the Acquired EBITDA of any related Person, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the acquiring Person or its Subsidiaries during such period.

"Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

"Additional Interest" means all additional interest owing on the notes pursuant to the Registration Rights Agreement.

"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing.

"Asset Acquisition" means (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other voluntary transfer for value of any property of the Company or any property of any Restricted Subsidiary of the Company by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company (or a Person who becomes a Restricted Subsidiary of the Company in connection with such transaction) of:

"Board of Directors" means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

"Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

"Change of Control" means the occurrence of one or more of the following events:

For purposes of this definition (i) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement and (ii) any holding company whose only significant asset is Capital Stock of the Company shall not itself be considered a Person or Group for purposes of clause (1) or (3) above.

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of:

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the "Four Quarter Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") for which internal financial statements are available to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator of this "Consolidated Fixed Charge Coverage Ratio":

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of:

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication:

"Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges or expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Credit Agreement" means the Credit Agreement dated as of February 21, 2008, as amended by Amendment No. 1 thereto on August 15, 2008 and Amendment No. 2 thereto on April 1, 2010, by and among the Company, the lenders party thereto in their capacities as lenders thereunder and Wachovia Bank, National Association, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, refinancing, replacing, renewing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders.

"Credit Facilities" means one or more bank debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, debt securities or letters of credit, in each case, as amended, restated, modified, renewed, refunded,

extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

"Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default; provided, that any Default that results solely from the taking of any action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

"Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers' certificate, setting forth the basis of such valuation, executed by a senior financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

"Designated Senior Debt" means (1) Indebtedness under or in respect of the Credit Agreement and (2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as "Designated Senior Debt" by the Company.

"Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control or an Asset Sale), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control or an Asset Sale) on or prior to the final maturity date of the notes.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

"fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee.

"Foreign Subsidiary" means (1) a Restricted Subsidiary other than a Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia and (2) any Restricted Subsidiary of such Restricted Subsidiary.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

"Guarantor" means: (1) each Restricted Subsidiary of the Company that guarantees the notes on the Issue Date; and (2) each of the Company's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

"Guarantor Senior Debt" means, with respect to any Guarantor: the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of, or guaranteed by, a Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Guarantee of such Guarantor. Without limiting the generality of the foregoing, "Guarantor Senior Debt" shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person incurred not for speculative purposes under:

if and to the extent that any of the foregoing Indebtedness would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

"Independent Financial Advisor" means a firm: (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company; and (2) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

"Initial Purchasers" means Wells Fargo Securities, LLC, Banc of America Securities LLC and Barclays Capital Inc., as applicable, and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the notes.

"Insurance Subsidiary" means each of Batan Insurance and any future Subsidiary of the Company engaged solely in one or more of the general liability, professional liability, health and benefits and workers compensation and any other insurance businesses, providing insurance coverage for the Company, its Subsidiaries and any of its direct or indirect parents and the respective employees, officers or directors thereof.

"Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

"Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. "Investment" shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

"Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

"Management Agreement" means the management agreement between certain of the management companies associated with the Permitted Holders and the Company as in effect on the Issue Date and any amendment or replacement thereof so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

"Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

"Pari Passu Indebtedness" means any Indebtedness of the Company or any such Guarantor that ranks pari passu in right of payment with the notes or the Guarantee of such Guarantor, as applicable.

"Permitted Holder(s)" means each of Vestar Capital Partners and each of its Affiliates but not including, however, any portfolio operating companies of any of the foregoing.

"Person" means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

"Purchase Money Indebtedness" means Indebtedness of the Company and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment that is used or is useful in a Similar Business (including through the purchase of Capital Stock of any Person owning such assets).

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

"Qualified Proceeds" means any of the following or any combination of the following:

"Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (12), (13), (14) or (15) of the final paragraph under "Certain Covenants—Limitation on Incurrence of Additional Indebtedness"), in each case that does not:

"Registration Rights Agreement" means the Registration Rights Agreement, dated the Issue Date, among the Company, the Guarantors and the Initial Purchasers.

"Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.

"Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Senior Debt" means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Company, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the notes. Without limiting the generality of the foregoing, "Senior Debt" shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

"Shareholders Agreement" means that certain Amended and Restated Securityholders Agreement, dated as of March 25, 2008, by and among Radiation Therapy Investments, LLC and the securityholders party thereto.

"Significant Subsidiary", with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a "significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.

"Similar Business" means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is the same, similar, complementary, reasonably related, incidental or ancillary thereto or a reasonable extension thereof, or other businesses to the extent as would not be material to the Company and its Subsidiaries taken as a whole.

"Strategic Investors" means physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing radiation therapy and related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of radiation therapy facilities purchased by the Company or any of its Restricted Subsidiaries.

"Subordinated Indebtedness" means Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the notes or the Guarantee of such Guarantor, as the case may be.

"Total Assets" means, as of any date of determination, after giving pro forma effect to any acquisition of assets on such date, the sum of the amounts that would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries.

The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with the "Limitation on Restricted Payments" covenant, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under the "Limitation on Restricted Payments" covenant.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

The notes will be issued in the form of several registered notes in global form, without interest coupons (the "Global Notes"), as follows:

Upon issuance, each of the Global Notes will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each Global Note will be limited to persons who have accounts with DTC ("DTC participants") or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Each Global Note and beneficial interests in each Global Note will be subject to restrictions on transfer as described under "Notice to Investors."

Beneficial interests in one Global Note may generally be exchanged for interests in another Global Note. Depending on which Global Note the transfer is being made, the Trustee may require the seller to provide certain written certifications in the form provided in the Indenture. In addition, in the case of a transfer of interests to the Institutional Accredited Investor Global Note, the Trustee may require the buyer to deliver a representation letter in the form provided in the Indenture that states, among other things, that the buyer is not acquiring notes with a view to distributing them in violation of the Securities Act.

A beneficial interest in a Global Note that is transferred to a person who takes delivery through another Global Note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other Global Note.

All interests in the Global Notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement

system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC's nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the notes represented by that Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note:

As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC's nominee as the registered holder of the Global Note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds.

DTC has agreed to the above procedures to facilitate transfers of interests in the Global Notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor

the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

Notes in physical certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

The following is a summary of certain United States federal income tax considerations relating to the exchange of Old Notes for Exchange Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Old Notes who hold the Old Notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:

The discussion below is based upon the provisions of the Code, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

The exchange of your Old Notes for Exchange Notes in the exchange offer should not constitute an exchange for United States federal income tax purposes because the Exchange Notes should not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange offer should have no United States federal income tax consequences to you if you exchange your Old Notes for Exchange Notes. For example, there should be no change in your tax basis and your holding period should carry over to the Exchange Notes. In addition, the United States federal income tax consequences of holding and disposing of your Exchange Notes should be the same as those applicable to your Old Notes.

The preceding discussion of certain United States federal income tax considerations of the exchange offer is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of exchanging Old Notes for Exchange Notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of Exchange Notes.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.

We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least 180 days after the expiration date. In addition, until (90 days after the date of this prospectus), all broker-dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions:

Any such resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. An "underwriter" within the meaning of the Securities Act includes:

Any profit on any resale of Exchange Notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of not less than 180 days after the expiration of the exchange offer we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of our obligations in connection with the exchange offer, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act, and will contribute to payments that they may be required to make in request thereof.

Certain legal matters in connection with the exchange of the notes will be passed upon for us by Kirkland & Ellis LLP, New York, New York.

The consolidated financial statements of Radiation Therapy Services Holdings, Inc. at December 31, 2009 and 2008 and for the year ended December 31, 2009 (Successor), the period from February 22 to December 2008 (Successor), the period from January 1 to February 21, 2008 (Predecessor) and the year ended December 31, 2007 (Predecessor), included in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of said firm as experts in accounting and auditing.

The financial statements of Carolina Regional Cancer Center, LLC as of December 31, 2009 and 2008 and for each of the two years in the period ended December 31, 2009 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Medical Developers, LLC as of and for the years ended December 31, 2009 and 2008, included in this prospectus, have been audited by Deloitte & Co. S.R.L., independent auditors, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the Exchange Notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the Exchange Notes, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

Under the terms of the Indenture, we agree, whether or not we are required to do so by the rules and regulations of the SEC, to furnish to the holders of the notes (a) all quarterly and annual financial information that would be required to be filed with the SEC on Forms 10-Q and 10-K if we were required to file such reports and (b) all information that would be required to be filed with the SEC on Form 8-K if we were required to file such reports, in each case, within the time periods specified in the SEC's rules and regulations. In addition, for so long as any notes remain outstanding, during such

times as we are not required to file such reports with the SEC we will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Copies of such documents are available upon request, without charge, by writing or telephoning us at Radiation Therapy Services, Inc., 2270 Colonial Boulevard, Fort Myers, Florida 33907, Attn: Corporate Secretary, (239) 931-7275.

Our website can be found on the Internet at www.rtsx.com. Information on our website is not deemed to be a part of this prospectus.

The Board of Directors and Shareholder
Radiation Therapy Services Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Radiation Therapy Services Holdings, Inc. as of December 31, 2009 and December 31, 2008 and the related consolidated statements of operations and comprehensive (loss) income, shareholder's equity, and cash flows for the year ended December 31, 2009 (Successor), for the periods from February 22, 2008 to December 31, 2008 (Successor), and January 1, 2008 to February 21, 2008 (Predecessor), and for the year ended December 31, 2007 (Predecessor). These financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the companies' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companies' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Radiation Therapy Services Holdings, Inc. at December 31, 2009 and December 31, 2008 and the consolidated results of its operations and its cash flows for the year ended December 31, 2009 (Successor), for the periods from February 22, 2008 to December 31, 2008 (Successor), and January 1, 2008 to February 21, 2008 (Predecessor), and for the year ended December 31, 2007 (Predecessor), in conformity with U.S. generally accepted accounting principles.

March 19, 2010, except for the reclassification
paragraph in note 2 as to
which the date is November 16, 2010

		December 31

		2009			2008
Assets
Current assets:
	Cash and cash equivalents	$	32,957,835		$	49,167,658
	Restricted cash		—			2,268,833
	Accounts receivable, less allowances for doubtful accounts of $26,352,452 and $26,233,773 at December 31, 2009 and 2008, respectively		58,015,318			67,096,753
	Income taxes receivable		482,985			13,623,968
	Prepaid expenses		7,556,504			9,009,363
	Inventories		1,435,622			1,445,733
	Deferred income taxes		8,659,210			14,894,909
	Other		6,153,390			2,539,582

Total current assets			115,260,864			160,046,799
Equity investments in joint ventures			18,663,133			2,427,491
Property and equipment, net			225,778,123			220,482,218
Real estate subject to finance obligation			74,248,273			59,370,211
Goodwill			826,641,412			824,579,119
Intangible assets, net			92,270,485			106,849,600
Other assets			26,363,084			32,184,818

Total assets		$	1,379,225,374		$	1,405,940,256

Liabilities and Equity
Current liabilities:
	Accounts payable	$	13,095,318		$	12,350,178
	Accrued expenses		35,106,477			35,941,543
	Current portion of long-term debt		13,960,726			14,577,924
	Current portion of finance obligation		1,128,048			1,241,902
	Other current liabilities		2,000,000			2,000,000

Total current liabilities			65,290,569			66,111,547
Long-term debt, less current portion			535,098,423			562,865,811
Finance obligation, less current portion			76,102,033			59,363,584
Other long-term liabilities			14,875,985			16,457,832
Deferred income taxes			58,557,225			65,087,349

Total liabilities			749,924,235			769,886,123
Noncontrolling interests—redeemable			7,294,327			6,882,642
Commitments and contingencies
Equity:
	Common stock, $0.01 par value, 1,000 units authorized, issued, and outstanding at December 31, 2009 and 2008		10			10
	Additional paid-in capital		630,277,647			629,219,162
	Retained deficit		(14,886,114	)		(5,336,051	)
	Note receivable from shareholder		(225,000	)		(250,000	)
	Accumulated other comprehensive loss, net of tax		(4,868,808	)		(6,669,574	)

	Total Radiation Therapy Services Holdings, Inc. shareholder's equity		610,297,735			616,963,547
	Noncontrolling interests—nonredeemable		11,709,077			12,207,944

Total equity			622,006,812			629,171,491

Total liabilities and equity		$	1,379,225,374		$	1,405,940,256

The accompanying notes are an integral part of the consolidated financial statements.

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME



		Successor						Predecessor
		Year Ended December 31, 2009			Period From February 22 to December 31, 2008			Period From January 1 to February 21, 2008			Year Ended December 31, 2007
Revenues:
	Net patient service revenue	$	517,646,501		$	413,304,899		$	76,926,846		$	381,585,739
	Other revenue		6,837,521			5,864,518			1,179,061			8,594,859

Total revenues			524,484,022			419,169,417			78,105,907			390,180,598
Expenses:
	Salaries and benefits		259,532,324			206,158,797			42,208,789			203,407,814
	Medical supplies		45,361,135			32,544,953			2,924,629			12,981,724
	Facility rent expenses		22,105,491			13,783,266			2,268,745			10,877,307
	Other operating expenses		24,398,100			17,027,101			3,102,234			17,895,571
	General and administrative expenses		54,537,298			43,392,728			20,340,055			45,656,429
	Depreciation and amortization		46,415,965			32,609,249			5,347,281			25,776,386
	Provision for doubtful accounts		12,870,979			17,896,246			3,788,604			9,647,511
	Interest expense, net		62,502,366			55,099,963			4,721,379			19,725,683
	Early extinguishment of debt		—			—			3,687,653			—
	Gain on sale of interest in a radiation practice		—			(3,112,522	)		—			—
	Termination of professional services agreement		—			7,000,000			—			—
	Loss on sale of real estate		—			1,035,524			—			—
	Impairment loss		3,473,564			—			—			1,567,603

Total expenses			531,197,222			423,435,305			88,389,369			347,536,028

(Loss) income before income taxes			(6,713,200	)		(4,265,888	)		(10,283,462	)		42,644,570
Income tax (benefit) expense			1,002,135			(1,413,366	)		569,712			15,524,862

Net (loss) income			(7,715,335	)		(2,852,522	)		(10,853,174	)		27,119,708
Net income attributable to noncontrolling interests—redeemable and non-redeemable			(1,834,728	)		(2,483,529	)		(18,708	)		(1,211,340	)

Net (loss) income attributable to Radiation Therapy Services Holdings, Inc. shareholder			(9,550,063	)		(5,336,051	)		(10,871,882	)		25,908,368
Other comprehensive income (loss):
	Unrealized gain (loss) on derivative interest rate swap agreement and foreign currency translation		1,800,766			(6,669,574	)		—			(310,112	)

Comprehensive (loss) income		$	(7,749,297	)	$	(12,005,625	)	$	(10,871,882	)	$	25,598,256

The accompanying notes are an integral part of the consolidated financial statements.

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



			Successor						Predecessor
			Year Ended December 31, 2009			Period From February 22 to December 31, 2008			Period From January 1 to February 21, 2008			Year Ended December 31, 2007
Cash flows from operating activities
Net (loss) income			$	(7,715,335	)	$	(2,852,522	)	$	(10,853,174	)	$	27,119,708
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
	Depreciation			31,836,850			20,522,971			4,987,134			23,692,944
	Amortization			14,579,115			12,086,278			360,147			2,083,442
	Deferred rent expense			3,198,830			1,135,711			282,539			647,770
	Deferred income tax (benefit) provision			(1,334,646	)		(1,764,922	)		(2,169,603	)		3,751,040
	Stock-based compensation			962,464			1,523,784			1,329,195			312,510
	Tax benefit from stock option exercise			—			—			(9,238,755	)		(1,315,736	)
	Impairment loss			3,473,564			—			—			1,567,603
	Provision for doubtful accounts			12,870,979			17,896,246			3,788,604			9,647,511
	Gain on sale of an interest in a radiation practice			—			(3,112,522	)		—			—
	Loss on the sale/disposal of property and equipment			1,340,651			1,075,207			6,500			58,902
	Extinguishment of debt			—			4,807,702			2,639,318			—
	Non-cash expenses related to merger			—			—			10,094,108			—
	Write-off of acquisition-related costs			812,402			—			—			—
	Amortization of debt discount			1,207,555			951,069			—			—
	Amortization of loan costs			2,850,365			2,358,666			—			—
	Equity interest in net (earnings) loss of joint ventures			(880,352	)		117,717			(39,461	)		46,323
	Changes in operating assets and liabilities:
		Accounts receivable		(3,789,544	)		(4,878,059	)		(10,856,227	)		(30,018,105	)
		Income taxes receivable		13,140,983			3,437,444			2,739,315			(3,270,500	)
		Inventories		10,111			139,940			(81,199	)		108,509
		Prepaid expenses		2,006,379			(612,023	)		992,873			1,541,816
		Accounts payable		(965,224	)		983,909			(3,170,776	)		(242,255	)
		Accrued expenses		(2,213,102	)		13,130,557			6,400,315			425,194

Net cash provided by (used in) operating activities				71,392,045			66,947,153			(2,789,147	)		36,156,676
Cash flows from investing activities
Purchases of property and equipment				(35,443,414	)		(32,120,381	)		(7,528,797	)		(32,185,499	)
Acquisition of radiation centers				(2,449,144	)		(71,623,812	)		(113,443	)		(70,969,659	)
Restricted cash associated with earn-out provisions of acquisitions				2,268,833			(2,268,833	)		—			—
Payment of assumed acquisition liability				—			—			—			(5,200,000	)
Purchase of joint venture interests				(13,592,655	)		(1,337,000	)		—			(2,140,742	)
Proceeds from sale of property and equipment				143,541			40,423,280			—			8,050
Repayments from (loans to) employees				478,149			250,780			23,921			(375,940	)
Contribution of capital to joint venture entities				(2,385,679	)		(9,000	)		—			(4,975,466	)
Change in lease receivable				13,891			89,022			40,657			427,304
Change in other assets and other liabilities				(3,205,565	)		(1,682,226	)		(12,561,816	)		541,883

Net cash used in investing activities				(54,172,043	)		(68,278,170	)		(20,139,478	)		(114,870,069	)
Cash flows from financing activities
Proceeds from issuance of debt				—			269,555,000			—			85,700,000
Principal repayments of debt				(29,693,142	)		(223,663,507	)		(2,470,923	)		(15,865,349	)
Repayments of finance obligation				(1,241,902	)		(512,005	)		(114,158	)		(392,886	)
Proceeds from equity contribution				—			173,570			—			—
Proceeds from exercise of stock options				—			—			14,163,803			3,181,251
Tax benefit from stock option exercises				—			—			9,238,755			1,315,736
Payments of notes receivable from shareholders				25,000			—			—			386,363
Proceeds from issuance of noncontrolling interest				355,875			79,737			—			—
Cash distributions to noncontrolling interest holders—redeemable and non-redeemable				(2,875,656	)		(687,667	)		(448,000	)		(493,850	)
Payments of loan costs				—			(1,923,850	)		(273,522	)		(220,876	)

Net cash (used in) provided by financing activities				(33,429,825	)		43,021,278			20,095,955			73,610,389
Net (decrease) increase in cash and cash equivalents			$	(16,209,823	)	$	41,690,261		$	(2,832,670	)	$	(5,103,004	)
Cash and cash equivalents, beginning of period				49,167,658			7,477,397			10,310,067			15,413,071

Cash and cash equivalents, end of period			$	32,957,835		$	49,167,658		$	7,477,397		$	10,310,067



	Successor					Predecessor
	Year Ended December 31, 2009			Period From February 22 to December 31, 2008		Period From January 1 to February 21, 2008		Year Ended December 31, 2007
Supplemental disclosure of cash flow information
Interest paid	$	57,371,054		$	34,402,134	$	574,503	$	17,601,153

Income taxes (refunded) paid	$	(10,776,202	)	$	3,085,889	$	—	$	20,250,672

Supplemental disclosure of noncash transactions
Recorded capital lease obligations related to the purchase of equipment	$	—		$	9,023,456	$	—	$	24,370,523

Recorded capital lease obligations related to the service contract component of the purchase of medical equipment	$	—		$	1,502,400	$	—	$	—

Recorded CON holdback accrual related to the acquisition of radiation center assets	$	—		$	2,004,880	$	—	$	—

Recorded noncash contribution of capital by noncontrolling interest holder	$	693,892		$	6,284,478	$	—	$	4,786,000

Recorded noncash contribution of capital to joint venture	$	—		$	—	$	—	$	428,925

Recorded capital lease obligations related to the acquisition of radiation center assets	$	—		$	—	$	—	$	5,674,943

Recorded accounts payable liabilities related to the acceptance and delivery of medical equipment	$	2,063,000		$	—	$	—	$	4,283,892

Recorded finance obligation related to real estate projects	$	17,866,497		$	23,129,683	$	1,528,793	$	35,947,016

Recorded Term B loan borrowing used to pay down the revolver	$	—		$	—	$	—	$	50,000,000

Recorded new Senior Credit Facility Term borrowing net of debt discount of $3.07 million	$	—		$	—	$	307,000,000	$	—

Recorded pay-down of old Senior Credit Facility plus interest of $2.5 million and the termination of the swap agreement of $0.8 million	$	—		$	—	$	249,700,000	$	—

Recorded pay-down of capital lease obligations	$	—		$	—	$	16,728,000	$	—

Recorded new Senior Credit Facility Revolver borrowing	$	—		$	—	$	3,100,000	$	—

Recorded reduction in goodwill due to purchase price adjustment	$	187,707		$	—	$	—	$	—

Recorded noncash distribution receivable and equity contribution payable from equity investee	$	300,548		$	—	$	—	$	—

Recorded accounts payable related to the final purchase adjustment for an equity investee	$	1,900,000		$	—	$	—	$	—

The accompanying notes are an integral part of the consolidated financial statements.

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

			Common Stock										Notes Receivable From Shareholders			Accumulated Other Comprehensive Income (Loss)

			Common Stock				Additional Paid-In Capital			Retained Earnings (Deficit)									Noncontrolling Interests— Nonredeemable			Total Equity
Predecessor			Shares		Amount		Additional Paid-In Capital			Retained Earnings (Deficit)									Noncontrolling Interests— Nonredeemable			Total Equity
Balance, January 1, 2007				23,366,883	$	2,337	$	81,464,715		$	53,682,696		$	(386,363	)	$	44,681		$	6,783,747		$	141,591,813
	Adoption of FIN 48			—		—		—			(111,898	)		—			—			—			(111,898	)
	Net income			—		—		—			25,908,368			—			—			1,146,962			27,055,330
	Payment of notes receivable from shareholders			—		—		—			—			386,363			—			—			386,363
	Unrealized loss on interest rate swap agreement, net of tax			—		—		—			—			—			(310,112	)		—			(310,112	)
	Exercise of stock options			323,325		32		3,181,219			—			—			—			—			3,181,251
	Tax benefit from stock option exercise			—		—		1,315,736			—			—			—			—			1,315,736
	Nonvested stock issued to key employee			14,711		1		(1	)		—			—			—			—			—
	Amortization of nonvested stock grants			—		—		312,510			—			—			—			—			312,510
	Equity contribution in joint venture			—		—		—			—			—			—			3,534,967			3,534,967
	Cash distributions			—		—		—			—			—			—			(463,850	)		(463,850	)

Balance, December 31, 2007				23,704,919		2,370		86,274,179			79,479,166			—			(265,431	)		11,001,826			176,492,110
	Net (loss) income			—		—		—			(10,871,882	)		—			—			15,351			(10,856,531	)
	Termination of interest rate swap agreement, net of tax			—		—		—			—			—			265,431			—			265,431
	Exercise of stock options			1,302,169		130		14,163,673			—			—			—			—			14,163,803
	Tax benefit from stock option exercise			—		—		9,238,755			—			—			—			—			9,238,755
	Nonvested stock issued to key employee			30,769		3		—			—			—			—			—			3
	Amortization of nonvested stock grants			—		—		1,329,195			—			—			—			—			1,329,195
	Equity contribution in joint venture			—		—		—			—			—			—			—			—
	Cash distributions			—		—		—			—			—			—			(408,000	)		(408,000	)

Balance, February 21, 2008				25,037,857	$	2,503	$	111,005,802		$	68,607,284		$	—		$	—		$	10,609,177		$	190,224,766

			Common Stock										Notes Receivable From Shareholders			Accumulated Other Comprehensive Income (Loss)
			Common Stock				Additional Paid-In Capital			Retained Earnings (Deficit)									Noncontrolling Interests— Nonredeemable			Total Equity
Successor			Shares		Amount		Additional Paid-In Capital			Retained Earnings (Deficit)									Noncontrolling Interests— Nonredeemable			Total Equity
Equity contributions from Radiation Therapy Investments, LLC on February 22, 2008				1,000	$	10	$	627,271,808		$	—		$	—		$	—		$	10,609,177		$	637,880,995
		Net (loss) income		—		—		—			(5,336,051	)		—			—			2,206,697			(3,129,354	)
		Unrealized loss on interest rate swap agreement, net of tax		—		—		—			—			—			(6,669,574	)		—			(6,669,574	)
		Issuance of note for equity		—		—		250,000			—			(250,000	)		—			—			—
		Issuance of limited liability company interests		—		—		173,570			—			—			—			—			173,570
		Stock-based compensation		—		—		1,523,784			—			—			—			—			1,523,784
		Equity contribution in joint venture		—		—		—			—			—			—			79,737			79,737
		Cash distributions		—		—		—			—			—			—			(687,667	)		(687,667	)

Balance, December 31, 2008				1,000		10		629,219,162			(5,336,051	)		(250,000	)		(6,669,574	)		12,207,944			629,171,491
	Net (loss) income			—		—		—			(9,550,063	)		—			—			688,612			(8,861,451	)
	Unrealized gain on interest rate swap agreement, net of tax			—		—		—			—			—			1,938,131			—			1,938,131
	Share of equity investee's other comprehensive loss, net of tax			—		—		—			—			—			(137,365	)		—			(137,365	)
	Stock-based compensation			—		—		962,464			—			—			—			—			962,464
	Sale of interest in a subsidiary			—		—		96,021			—			—			—			153,979			250,000
	Payment of note receivable from shareholder			—		—		—			—			25,000			—			—			25,000
	Equity contribution in joint venture			—		—		—			—			—			—			799,767			799,767
	Cash distributions			—		—		—			—			—			—			(2,141,225	)		(2,141,225	)

Balance, December 31, 2009				1,000	$	10	$	630,277,647		$	(14,886,114	)	$	(225,000	)	$	(4,868,808	)	$	11,709,077		$	622,006,812

The accompanying notes are an integral part of the consolidated financial statements.

RADIATION THERAPY SERVICES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009, 2008, and 2007

Radiation Therapy Services Holdings, Inc., through its wholly owned subsidiaries (collectively, the Company) develops and operates radiation therapy centers that provide radiation treatment to cancer patients in Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, and West Virginia. The Company also has affiliations with physicians specializing in other areas including urology and medical, gynecological, and surgical oncology in a number of markets to strengthen the Company's clinical working relationships.

On October 19, 2007, Radiation Therapy Services, Inc. (RTS) entered into an Agreement and Plan of Merger (the Merger Agreement) with Radiation Therapy Services Holdings, Inc., a Delaware corporation (Parent), and RTS MergerCo, Inc., a Florida corporation and a wholly owned subsidiary of Parent (Merger Sub). Parent is owned and controlled by Radiation Therapy Investments, LLC, a Delaware limited liability company (RT Investments).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into RTS, with RTS as the surviving corporation of the merger and a wholly owned subsidiary of Parent (the Merger). In the Merger, each share of RTS common stock (other than certain shares owned by members of the Company's management team and certain employees) was converted into the right to receive $32.50 per share in cash (the Merger Consideration). In addition, each share of restricted stock was converted into the right to receive cash in an amount equal to the Merger Consideration and all outstanding options to acquire shares of RTS common stock became vested at the effective time of the Merger. The holder of each such option received an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option.

In connection with the Merger, the founders of the Company and certain members of the Company's senior management entered into arrangements with Vestar Capital Partners V, L.P., majority owner of RT Investments, to invest in RT Investments. Certain members of the Company's management team and certain employees agreed to exchange all or a portion of their shares of RTS common stock into Class A common units and Preferred Units of RT Investments.

In connection with the execution of the Merger Agreement, on November 1, 2007, the Predecessor obtained a waiver from its lenders under the fourth amended and restated senior secured credit facility principally to waive any default or event of default arising from a change in control of RTS solely as a result of the execution, delivery, and performance of the Merger Agreement.

On February 6, 2008, RTS shareholders approved the Merger Agreement at a special meeting of the shareholders. The parties consummated the Merger in accordance with the Merger Agreement on February 21, 2008. Upon completion of the Merger, each share of RTS common stock outstanding immediately prior to the effective time of the Merger (other than certain shares held by members of the Company's management team and certain employees) was converted into $32.50 in cash without interest.

The Merger was accounted for under the purchase method of accounting in accordance with Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805). Under purchase accounting, long-lived assets and identifiable intangible assets acquired and liabilities assumed were recorded at their respective fair values. The term "Successor" refers to the Company following the Merger and the related transactions on February 21, 2008, described above, and the term "Predecessor" refers to the Company prior to these transactions. The operating and cash flows results for the Predecessor period January 1, 2008 through February 21, 2008, reflect the operating results of the Company through February 29, 2008, as the remaining business days of operations is not deemed material.

The aggregate purchase price paid in connection with the closing of the Merger has been allocated as follows at February 21, 2008:


Cash and cash equivalents	$	7,477,397
Accounts receivable, net		80,130,353
Income taxes receivable		17,061,412
Prepaid expenses		6,383,747
Inventories		1,585,673
Other current assets		2,888,399
Equity investments in joint ventures		1,208,208
Property and equipment		226,657,632
Real estate subject to finance obligation		35,547,794
Goodwill		757,589,440
Intangible assets		116,308,739
Other long-term assets		32,741,052
Accounts payable and accrued expenses		(32,091,090	)
Finance obligation		(35,610,960	)
Debt		(518,325,317	)
Other long-term liabilities		(5,391,781	)
Deferred tax liabilities, net		(55,961,370	)
Noncontrolling interest		(10,927,510	)

	$	627,271,818

The Company believes it is the largest company in the U.S. focused principally on providing radiation therapy. The Company's size and scale enables it to share significant technology and clinical resources across its national network of local providers and enables it to implement best practices for consistent quality of care and services for its patients. The Company believes that these competitive advantages contributed to a total purchase price resulting in the recognition of goodwill.

Identifiable intangible assets include the Company's trade names and noncompete agreements. The fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance, the specific characteristics of the identified intangible assets and historical experience.

In connection with the Merger, RT Investments adopted an equity-based plan and authorized an aggregate of 1,494,112 units of RT Investments interests designated Class B Units and Class C Units pursuant to such plan. See Note 16 for additional information.

The following table reflects the unaudited pro forma total revenues and net loss as though the Merger had taken place at the beginning of each period presented, after giving effect to purchase accounting adjustments relating to depreciation and amortization of the revalued assets, interest expense associated with the changes in consolidated debt, and other acquisition-related adjustments in connection with the Merger.

The pro forma information presented above does not intend to indicate what the Company's results of operations would have been if the merger had in fact occurred at the beginning of the earliest period presented and is not intended to be a projection of the impact on future results or trends.

The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries and entities controlled by the Company through the Company's direct or indirect ownership of a majority interest and exclusive rights granted to the Company as the general partner of such entities. All significant intercompany accounts and transactions have been eliminated.

The Company has evaluated certain of radiation oncology practices in order to determine if they are variable interest entities (VIE). This evaluation resulted in the Company determining that certain of its radiation oncology practices were potential variable interests. For each of these practices, the Company has evaluated (1) the sufficiency of the fair value of the entities' equity investments at risk to absorb losses, (2) that, as a group, the holders of the equity investments at risk have (a) the direct or indirect ability through voting rights to make decisions about the entities' significant activities, (b) the obligation to absorb the expected losses of the entity and their obligations are not protected directly or indirectly, and (c) the right to receive the expected residual return of the entity, and (3) substantially all of the entities' activities do not involve or are not conducted on behalf of an investor that has disproportionately fewer voting rights in terms of its obligation to absorb the expected losses or its right to receive expected residual returns of the entity, or both. ASC 810, Consolidation, requires a company to consolidate VIEs if the company is the primary beneficiary of the activities of those entities. Certain of the Company's radiation oncology practices are variable interest entities and the Company has a variable interest in each of these practices through its administrative services agreements. The

Company, through its variable interests in these practices, would absorb a majority of the expected losses of these practices as defined in ASC 810, should they occur. Based on these determinations, the Company has included these radiation oncology practices in its consolidated financial statements for all periods presented. All significant intercompany accounts and transactions have been eliminated. As of December 31, 2009 and 2008, the combined total assets included in the Company's balance sheet relating to the VIEs were approximately $13,943,000 and $18,037,000, respectively.

The Company will be required to follow updated accounting guidance beginning with the first quarter of 2010, by providing an ongoing qualitative rather than quantitative assessment of its ability to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and its rights or obligations to receive benefits or absorb losses, in order to determine whether those entities will be required to be consolidated in the Company's Consolidated Financial Statements. See "Recent Pronouncements" below for further details.

The Company has agreements with third-party payers that provide for payments to the Company at amounts different from its established rates. Net patient service revenue is reported at the estimated net realizable amounts due from patients, third-party payers and others for services rendered. Net patient service revenue is recognized as services are provided.

Medicare and other governmental programs reimburse physicians based on fee schedules, which are determined by the related government agency. The Company also has agreements with managed care organizations to provide physician services based on negotiated fee schedules. Accordingly, the revenues reported in the Company's consolidated financial statements are recorded at the amount that is expected to be received.

The Company derives a significant portion of its revenues from Medicare, Medicaid, and other payers that receive discounts from its standard charges. The Company must estimate the total amount of these discounts to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. The Company estimates the allowance for contractual discounts on a payer class basis given its interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from the Company's estimates. Additionally, updated regulations and contract renegotiations occur frequently necessitating regular review and assessment of the estimation process by management.

Adjustments to revenue related to changes in prior period estimates decreased patient service revenue by approximately $2,200,000, $7,600,000, $1,400,000, and $5,600,000 for the Successor period for the year ended December 31, 2009, and the period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and for the year ended December 31, 2007, respectively or approximately 0.4%, 1.8%, 1.8%, and 1.5% of the net patient service revenue for each of the respective periods.

For the Successor period for the year ended December 31, 2009, and the period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and for the year ended December 31, 2007, approximately 44%, 46%, 50%, and 51%, respectively, of

net patient service revenue related to services rendered under the Medicare and Medicaid programs. In the ordinary course of business, the Company is potentially subject to a review by regulatory agencies concerning the accuracy of billings and sufficiency of supporting documentation of procedures performed. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is a possibility that such estimates will change by a significant amount in the near term.

Net patient service revenue is presented net of provisions for contractual adjustments. In the ordinary course of business, the Company provides services to patients who are financially unable to pay for their care. Accounts written off as charity and indigent care are not recognized in net patient service revenue. The Company's policy is to write off a patient's account balance upon determining that the patient qualifies under certain charity care and/or indigent care policies. The Company's policy includes the completion of an application for eligibility for charity care. The determination for charity care eligibility is based on income relative to federal poverty guidelines, family size, and assets available to the patient. A sliding scale discount is then applied to the balance due with discounts up to 100%. Charity services at established charges provided by the Company and formally approved through this process approximate $12,617,000, $12,179,000, $1,299,000, and $8,831,000 for the Successor year ended December 31, 2009, the period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007, respectively. These amounts are excluded from net patient service revenue.

The cost of revenues for the Successor year ended December 31, 2009, and the period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007, are approximately $331,867,000, $248,430,000, $46,701,000, and $232,181,000, respectively.

Accounts receivable in the accompanying consolidated balance sheets are reported net of estimated allowances for doubtful accounts and contractual adjustments. Accounts receivable are uncollateralized and primarily consist of amounts due from third-party payers and patients. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Approximately $24,819,000 and $32,691,000 of accounts receivable were due from the Medicare and Medicaid programs at December 31, 2009 and 2008, respectively. The credit risk for any other concentrations of receivables is limited due to the large number of insurance companies and other payers that provide payments for services. Management does not believe that there are other significant concentrations of revenues from any particular payer that would subject the Company to any significant credit risk in the collection of its accounts receivable.

The allowance for doubtful accounts is based upon management's assessment of historical and expected net collections, business and economic conditions, trends in federal and state governmental health care coverage, and other collection indicators. The primary tool used in management's assessment is an annual, detailed review of historical collections and write-offs of accounts receivable.

The results of the detailed review of historical collections and write-off experience, adjusted for changes in trends and conditions, are used to evaluate the allowance amount for the current period. Accounts receivable are written off after collection efforts have been followed in accordance with the Company's policies.

Effective July 1, 2007, the Company began granting a discount on gross charges to self-pay payers not covered under other third-party payer arrangements. The discount amounts are excluded from patient service revenue. To the extent the Company realizes additional losses resulting from nonpayment of the discounted charges, such additional losses are included in the provision for doubtful accounts.

Goodwill represents the excess purchase price over the estimated fair value of net assets acquired by the Company in business combinations. Goodwill and indefinite life intangible assets are not amortized, but are reviewed annually for impairment, or more frequently if impairment indicators arise. No goodwill impairment loss was recognized for the Successor year ended December 31, 2009, and the period from February 22, 2008 to December 31, 2008, and the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007.

Intangible assets consist of trade names, noncompete agreements, and licenses. Trade names have an indefinite life and are tested annually for impairment. Noncompete agreements and licenses are amortized over the life of the agreement (which typically ranges from 2 to 10 years) using the straight-line method. No intangible asset impairment loss was recognized for the Successor year ended December 31, 2009, and the period from February 22, 2008 to December 31, 2008, and the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007.

The Company recognizes all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship based on its effectiveness in hedging against the exposure. Derivatives that are not hedges must be adjusted to fair value through operating results. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through operating results or recognized in other comprehensive income until the hedged item is recognized in operating results. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. At December 31, 2009 and 2008, the amount of hedge ineffectiveness was immaterial to the consolidated financial statements.

The Company enters into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate Senior Credit Facility. The interest rate swap agreements are contracts to exchange floating rate interest payments for fixed interest payments over the life of the agreements without the exchange of the underlying notional amounts. The notional amount of interest rate swap agreements are used to measure interest to be paid or received and do not represent the amount of exposure to credit loss. The differential paid or received on interest rate swap agreements is recognized in interest expense in the consolidated statements of operations and comprehensive income. The related accrued receivable or payable is included in other assets or other liabilities.

On December 30, 2005, the Company entered into an interest rate swap agreement for its fourth amended and restated senior credit facility. The Company designated this derivative financial instrument as a cash flow hedge (i.e., the interest rate swap agreement hedges the exposure to variability in expected future cash flows that is attributable to a particular risk). The notional amount of the swap agreement was $20.0 million. The effect of this agreement was to fix the interest rate exposure to 4.87% plus a margin on $20.0 million of the Company's senior credit facility. The interest rate swap agreement was to expire on December 31, 2009. The fair value of the interest rate swap agreement was the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the current credit worthiness of the Company and the counter party. As a result of the Merger, the interest rate swap agreement was terminated in February 2008. The amount paid for the termination was approximately $772,000 and is included in the early extinguishment of debt line item on the consolidated statement of operations and comprehensive (loss) income. There were no amounts recorded in the consolidated statement of operations and comprehensive (loss) income related to the interest rate swap agreement due to hedge ineffectiveness.

attributable to a particular risk). The notional amount of the swap agreement is $290.6 million with amounts scaling down during various quarters throughout the term of the interest rate swap agreement to $116.0 million. The effect of this agreement is to fix the interest rate exposure to 3.67% plus a margin on $290.6 million of the Company's Senior Credit Facility. The interest rate swap agreement expires on March 31, 2012. The fair value of the interest rate swap agreement is the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the current credit worthiness of the Company and the counter party. At December 31, 2009 and 2008, the fair value of the Company's interest rate swap agreement is a liability of approximately $7.7 million and $10.7 million, respectively, which is included in the accompanying consolidated balance sheets.

The Company is subject to claims and legal actions in the ordinary course of business, including claims relating to patient treatment, employment practices, and personal injuries. To cover these types of claims, the Company maintains general liability and professional liability insurance in excess of self-insured retentions through commercial insurance carriers in amounts that the Company believes to be sufficient for its operations, although, potentially, some claims may exceed the scope of coverage in effect. The Company expenses an estimate of the costs it expects to incur under the self-insured retention exposure for general and professional liability claims. The Company maintains insurance for the majority of its physicians up to $1 million on individual malpractice claims and $3 million on aggregate claims on a claims-made basis. The Company purchases medical malpractice insurance from an insurance company owned by a related party. The Company's reserves for professional and general liability claims are based upon independent actuarial calculations, which consider historical claims data, demographic considerations, severity factors, industry trends, and other actuarial assumptions.

Actuarial calculations include a large number of variables that may significantly impact the estimate of ultimate losses that are recorded during a reporting period. Professional judgment is used by the actuary in determining the loss estimate, by selecting factors that are considered appropriate by the actuary for the Company's specific circumstances. Changes in assumptions used by the Company's actuary with respect to demographics, industry trends, and judgmental selection of factors may impact the Company's recorded reserve levels.

The amount accrued for professional and general liability claims as of the consolidated balance sheet dates reflects the current estimates of all outstanding losses, including incurred but not reported losses, based upon actuarial calculations. The loss estimates included in the actuarial calculations may change in the future based upon updated facts and circumstances. The amount accrued for professional liability claims was $814,000 and $981,000 at December 31, 2009 and 2008, respectively.

The Company currently maintains equity interests in 10 treatment center facilities with ownership interests ranging from 51.0% to 90.0%. Since the Company controls more than 50% of the voting interest in these facilities, the Company consolidates these treatment centers. The noncontrolling interests represent the equity interests of outside investors in the equity and results of operations of these consolidated entities.

In addition, in accordance with ASC 810, Consolidation, the Company consolidates certain radiation oncology practices where the Company provides administrative services pursuant to long-term management agreements. The noncontrolling interests in these entities represent the interests of the physician owners of the oncology practices in the equity and results of operations of these consolidated entities.

On January 1, 2009, the Company adopted changes issued by the FASB to noncontrolling interests in consolidated financial statements. These changes require, among other items, that a noncontrolling interest be included within equity separate from the parent's equity; consolidated net income be reported at amounts inclusive of both the parent's and noncontrolling interest's shares; and, separately, the amounts of consolidated net income attributable to the parent and noncontrolling interest all be reported on the consolidated statement of operations. The adoption of the changes has been applied retrospectively for all periods presented.

The Company could be obligated, under the terms of the operating agreements governing certain of its joint ventures, upon the occurrence of various fundamental regulatory changes and or upon the occurrence of certain events outside of the Company's control to purchase some or all of the noncontrolling interests related to the Company's consolidated subsidiaries. These repurchase requirements would be triggered by, among other things, regulatory changes making the existing ownership structure illegal. While the Company is not aware of events that would make the occurrence of such a change probable, regulatory changes are outside the control of the Company. Accordingly, the noncontrolling interests subject to these repurchase provisions have been classified outside of equity on the Company's consolidated balance sheets.

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents include highly liquid investments with original maturities of three months or less when purchased.

Restricted cash consists of cash held in escrow relating to certain contingent provisions associated with the acquisition of certain radiation therapy practices.

Inventories consist of parts and supplies used for repairs and maintenance of equipment owned or leased by the Company. Inventories are valued at the lower of cost or market. The cost of parts and supplies is determined using the first-in, first-out method.

Property and equipment are recorded at historical cost less accumulated depreciation and are depreciated over their estimated useful lives utilizing the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Amortization of leased assets is included in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive (loss) income. Expenditures for repairs and maintenance are charged to operating expense as incurred, while equipment replacement and betterments are capitalized.

The weighted-average useful life of medical and medical testing equipment is 9.8 years in 2009 and 2008.

The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows, in accordance with ASC 360, Property, Plant, and Equipment. Fair value estimates are derived from independent appraisals, established market values of comparable assets, or internal calculations of estimated future net cash flows. The Company's estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable for a market.

On January 1, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the financial statements.

Effective January 1, 2009, the Company adopted changes issued by the FASB related to accounting for business combinations. These changes retain the purchase method of accounting for acquisitions, but require a number of changes, including changes in the way assets and liabilities are recognized in purchase accounting as well as requiring the expensing of acquisition-related costs as incurred.

Furthermore, these changes provide guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company has applied these changes to the acquisitions completed during the year ended December 31, 2009.

Effective January 1, 2009, the Company adopted changes issued by the FASB to the method of determination of the useful life of intangible assets. This guidance amends the factors that should be considered in determining the useful life of a recognized intangible asset. The intent of this guidance is to improve consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. The adoption of this guidance did not have a material impact on the Company's consolidated results of operations or financial position.

Effective January 1, 2009, the Company adopted changes issued by the FASB to equity method investment accounting. These changes clarify the accounting for certain transactions and impairment considerations involving equity method investments. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Effective January 1, 2009, the Company adopted changes issued by the FASB to disclosures about derivative instruments and hedging activities. This guidance requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. The objective of the guidance is to provide users of the financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The Company is adhering to the enhanced disclosure requirements regarding derivative instruments and hedging activities.

In June 2009, the FASB issued changes to the accounting for variable interest entities. These changes require an enterprise (i) to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity; (ii) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; (iii) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; (iv) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance; and (v) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. These changes become effective for the Company on January 1, 2010. Management is currently evaluating the potential impact of these changes on the consolidated financial statements.

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under accounting principles generally accepted in the United States are recorded as an element of equity but are excluded from net income (loss). The Company's other comprehensive

income (loss) is composed of unrealized gains and losses on interest rate swap agreements accounted for as cash flow hedges and the Company's share of foreign currency translation for its equity investment in foreign joint ventures. This net gain increased total equity on a consolidated basis by approximately $1,801,000 for the year ended December 31, 2009, and decreased total equity by approximately $6,670,000 during the Successor period February 22, 2008 to December 31, 2008, and $310,000 during the Predecessor year ended December 31, 2007.

The Company provides for federal, state, and foreign income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.

Effective January 1, 2006, the Company adopted the provisions of ASC 718, Compensation—Stock Compensation, for the Company's 2004 Stock Incentive Plan (2004 Option Plan). All share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense in the statement of operations and comprehensive (loss) income over the requisite service period.

The Company adopted ASC 718, Compensation—Stock Compensation, using the modified prospective transition method for all other stock-based compensation awards. Upon adoption of ASC 718 Compensation—Stock Compensation, the Company continued to use the Black-Scholes valuation model for valuing all stock options. Compensation for nonvested stock grants is measured at fair value on the grant date based on the number of shares expected to vest and the quoted market price of the Company's common stock. Compensation cost for all awards will be recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period.

No options were granted in 2007. Cash received from options exercised under all share-based payment arrangements for the year ended December 31, 2007, was approximately $3.2 million. The tax benefit realized for the tax deductions from option exercises for the year ended December 31, 2007, was approximately $1.3 million.

At the time of the Merger, all unvested stock options and restricted stock became vested in accordance with the change of control provision of the original stock option agreements. According to the Merger Agreement, all stock options and restricted stock outstanding at the time of the Merger were cancelled, and the holders of each such option and restricted stock received a cash payment in the amount equal to the excess of the Merger Consideration over the exercise price per share of the

option, multiplied by the number of shares subject to the option, for which a compensation charge was recorded in the Predecessor's consolidated statement of operations and comprehensive (loss) income.

In connection with the Merger, RT Investments adopted a new equity-based plan, and during the period from February 22, 2008 to December 31, 2008, issued units of limited liability company interests designated Class B Units and Class C Units pursuant to such plan. The units are limited liability company interests and are available for issuance to the Company's employees and members of the Board of Directors for incentive purposes. For purposes of determining the compensation expense associated with these grants, management valued the business enterprise using a variety of widely accepted valuation techniques, which considered a number of factors such as the financial performance of the Company, the values of comparable companies and the lack of marketability of the Company's equity. The Company then used the option pricing method to determine the fair value of these units at the time of grant using valuation assumptions consisting of the expected term in which the units will be realized; a risk-free interest rate equal to the U.S. federal treasury bond rate consistent with the term assumption; expected dividend yield, for which there is none; and expected volatility based on the historical data of equity instruments of comparable companies. The Class B units vest over a four-year service period. The Class C units vest based on certain performance measures and/or market conditions being met or achieved. The estimated fair value of the units, less an assumed forfeiture rate, will be recognized in expense on a straight-line basis over the requisite service periods of the awards for the Class B units and the accelerated attribution method approach is utilized for the Class C units.

The carrying values of the Company's financial instruments, which include cash and cash equivalents, approximate their fair values due to the short-term maturity of these instruments.

The carrying values of the Company's long-term debt approximates fair value due either to the length to maturity or the existence of interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

The Company's business of providing health care services to patients comprises a single reportable operating segment under ASC 280, Segment Reporting.

Certain reclassifications totaling approximately $2,701,000 and $4,339,000 to increase property and equipment, net and decrease other assets have been made to the 2009 and 2008 consolidated balance sheets, respectively. These reclassifications had no effect on previously reported total assets, equity, net loss, or comprehensive loss.

The Company leases certain equipment under agreements, which are classified as capital leases. These leases have bargain purchase options at the end of the original lease terms. Capital leased assets included in property and equipment are as follows:

Amortization expense relating to capital leased equipment was approximately $4,418,000 $3,352,000, $1,251,000, and $7,506,000 for the year ended December 31, 2009, and the Successor period from February 22, 2008 to December 31, 2008, and the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007, respectively, and is included in depreciation expense in the consolidated statements of operations and comprehensive (loss) income.

Amortization expense relating to intangible assets was approximately $14,579,000, $12,086,000, $360,000, and $2,083,000 for the year ended December 31, 2009, for the Successor period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and for the year ended December 31, 2007, respectively. The weighted-average amortization period is approximately 4.7 years.

In January 2007, the Company acquired a 67.5% interest in a start-up radiation treatment center located in Gettysburg, Pennsylvania, for approximately $826,000. The center purchased in Gettysburg expands the Company's presence into a new local market. The allocation of the purchase price is to tangible assets of $3,137,000, goodwill of $1,024,000, current liabilities of $7,000, long-term debt of $3,420,000, and noncontrolling interest assets of approximately $92,000.

In March 2007, the Company acquired the assets of a radiation treatment center located in Casa Grande, Arizona, for approximately $8,022,000. The center purchased in Arizona further expands the Company's presence into the central Arizona local market. The allocation of the purchase price is to tangible assets of $951,000, noncompete agreements of $531,000, amortized over three years, and goodwill of $6,540,000.

In July 2007, the Company acquired the assets of a radiation treatment center located in Salisbury, Maryland, for approximately $16,582,000 plus the assumption of debt of approximately $2,255,000. The center purchased in Maryland further expands the Company's presence into the central Maryland local market. The allocation of the purchase price is to tangible assets of $1,699,000, noncompete agreements of $1,200,000, amortized over six years, and goodwill of $15,938,000.

In July 2007, the Company purchased the remaining 49.9% interest in a radiation treatment center located in Berlin, Maryland, from its former joint venture partner for approximately $2,141,000.

In August 2007, the Company acquired the assets of a radiation treatment center located in Redding, California, for approximately $9,859,000. The center purchased in California expands the Company's presence into a new local market. The allocation of the purchase price is to tangible assets of $658,000, noncompete agreements of $596,000, amortized over seven years, and goodwill of $8,605,000.

In September 2007, the Company acquired the assets of a radiation treatment center located in Greenville, North Carolina, and a professional services arrangement at a hospital-based facility in nearby Kinston, North Carolina, for approximately $28,123,000. The center purchased in North Carolina expands the Company's presence into a new local market. The allocation of the purchase price is to tangible assets of $1,421,000, and goodwill of $26,702,000. In addition to the $28,123,000, the purchase price arrangement included a $1,200,000 deferred purchase price contingent on reaching a certain level of business volume, payable one year from the date of closing, of which $350,000 was paid in December 2008.

During 2007, the Company acquired the assets of several urology and surgery practices within the Company's Florida local markets for approximately $2,633,000. The urology and surgery practices provide synergistic clinical services to our patients. The allocation of the purchase price is to tangible assets of $2,405,000 and goodwill of $228,000.

In April 2008, the Company acquired the assets of a radiation treatment center located in southwest Florida for approximately $25,140,000. The center purchased in southwest Florida will further expand the Company's presence in the market. The allocation of the purchase price is to tangible assets of $4,765,000, noncompete agreements of $1,126,000, amortized over 10 years, and goodwill of $19,249,000.

In June 2008, the Company acquired the assets of three radiation treatment centers located in Sun City and Phoenix, Arizona, for approximately $23,413,000. The centers purchased in Arizona further expand the Company's presence into the central Arizona market. The allocation of the purchase price is to tangible assets of $2,885,000, noncompete agreements of $1,501,000, amortized over seven years, and goodwill of $19,027,000. In addition to the $23,413,000, the purchase price arrangement included a $2,250,000 deferred purchase price contingent on reaching a certain level of business volume. In September 2009, the centers achieved the level of business volume and the $2,250,000 was paid from restricted cash and recorded as additional goodwill.

In July 2008, the Company acquired the assets of a radiation treatment center located in Fairlea, West Virginia, for approximately $17,682,000. The center purchased in West Virginia further expands the Company's presence into the West Virginia market. The allocation of the purchase price is to tangible assets of $303,000, and goodwill of $17,378,000. In addition to the $17,682,000, the purchase price arrangement included a $2,000,000 deferred purchase price contingent on the transfer of the certificate of need license. The certificate of need license was transferred in January 2009 and the funds including interest totaling approximately $2,005,000 were paid.

In October 2008, the Company contributed a radiation treatment center located in Northern California to a joint venture with a hospital. The hospital contributed the assets of the hospital radiation department and the assets of a radiation facility on its hospital campus to the joint venture. As a result of the contribution, the Company recognized a gain of approximately $3.1 million for the sale of a portion of the interest in the Company's radiation treatment center. The Company maintains a 57.3% ownership interest in the joint venture and the results of the operations of the joint venture

are included in the consolidated financial statements of the Company, including goodwill of approximately $8,316,000.

During 2008, the Company acquired the assets of several urology and medical oncology practices in Florida for approximately $1,928,000. The urology and medical oncology practices provide synergistic clinical services to our patients. The allocation of the purchase price is to tangible assets of $1,440,000 and goodwill of $488,000.

In January 2009, the Company purchased from family members of a related party (i) a 33% interest in a joint venture that holds a majority equity interest in and manages 25 radiation therapy treatment centers in South America, Central America and the Caribbean and (ii) a 19% interest in a joint venture, which operates a treatment center in Guatemala for approximately $10,411,000, subject to final determination of the purchase price based on a multiple of historical earnings before interest, taxes, and depreciation and amortization. In January 2010, the Company finalized the amount due for its 33% interest in the joint venture and paid an additional $1,900,000. The transaction has been accounted for under the equity method.

During 2009, the Company acquired the assets of several urology practices in Florida for approximately $199,000. The urology practices provide synergistic clinical services to our patients. The allocation of the purchase price is to tangible assets of $199,000.

The purchase prices of these transactions were allocated to the assets acquired and liabilities assumed based upon their respective fair values. The purchase price allocations are subject to revision as we obtain additional information. Excluding the investments in the South and Central America and Guatemala joint ventures, which are accounted for as equity investments, the operations of the foregoing acquisitions have been included in the accompanying consolidated statements of operations and comprehensive (loss) income from the respective dates of acquisition. The following table summarizes the allocations of the aggregate purchase price of the acquisitions, including assumed liabilities and direct transaction costs.

During 2007, the Predecessor recorded a charge of approximately $1.6 million for the write down to fair value of certain of the Company's analog linear accelerators, digital machines, and treatment simulators. The adjustment to machine inventories was precipitated by the decision to discontinue the installation of this type of equipment in favor of digital machines with upgraded intensity modulated radiation (IMRT), image guided radiation, and stereo-tactic radiation treatment capabilities.

During 2009, the Company recorded an impairment loss of approximately $3.5 million primarily relating to an impairment loss incurred of approximately $1.8 million for the write down to fair value of certain of the Company's liner accelerators and CT machines due to technological obsolescence. The adjustment to machine inventories was due to several considerations, including the planned use of RapidArc technology on 3-D digital machines for which this technology cannot be implemented on 2-D digital machines or analog machines. RapidArc radiotherapy technology is an effective cancer treatment representing an advanced new form of image-guided IMRT. This technology enables clinicians to program a linear accelerator to deliver precise forms of IMRT up to eight times faster than other IMRT systems. It does this by delivering the complete IMRT treatment to the patient in fewer rotations than traditional IMRT.

In connection with the Merger in February 2008, the Predecessor incurred expenses of approximately $3.7 million for early extinguishment of debt relating to the termination of certain capital lease obligations, termination of its interest rate swap agreement and the write-off of deferred financings costs relating to the extinguishment of the previous senior secured credit facility.

In March 2008, the Successor terminated its professional services agreement with a practice in central Arizona, which maintained exclusive rights to expand into the market. The Company paid approximately $7.0 million for the buy-out, which provided the Company with the ability to further expand into the central Arizona market, with the purchase of three radiation treatment centers located in Sun City and Phoenix, Arizona.

In September 2008, the Successor entered into a sale-leaseback transaction with a third party. The Company sold 12 real estate properties located in Florida, Maryland, and Michigan for approximately $40.4 million. The Company incurred a loss of approximately $1.0 million and deferred a gain of approximately $1.3 million on the sale of the real estate. The Company subsequently leased back the properties from the third party with terms of 20 years and four separate renewal option terms for five years each.

In October 2008, the Successor contributed a radiation treatment center located in Northern California to a joint venture with a hospital. The hospital contributed the assets of the hospital

radiation department and the assets of a radiation facility on its hospital campus to the joint venture. As a result of the contribution, the Company recognized a gain of approximately $3.1 million for the sale of a portion of the interest in the Company's radiation treatment center. The Company maintains a 57.3% ownership interest in the joint venture and the results of the operations of the joint venture are included in the consolidated financial statements of the Company, including goodwill of approximately $8,316,000.

A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate on income before income taxes are as follows:



	Successor						Predecessor
	Year Ended December 31, 2009			Period From February 22 to December 31, 2008			Period From January 1 to February 21, 2008			Year Ended December 31, 2007
Federal statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State income taxes, net of federal income tax benefit		25.2			1.2			(2.3	)		2.0
Nondeductible charge for merger-related costs		—			—			(32.1	)		—
Nondeductible charge for stock-based compensation		(5.0	)		(7.9	)		—			—
Nondeductible charge for lobbying and political donations		(4.1	)		(3.5	)		(0.5	)		—
Tax rate changes on existing temporary differences		13.3			—			(2.2	)		—
Income from noncontrolling interests		10.3			—			—			—
Valuation allowance (increase) decrease, net		(51.0	)		—			—			—
Purchase accounting adjustments		(16.5	)		—			—			—
Federal and state true-ups		(17.7	)		—			—			—
Other permanent items		(4.4	)		(3.8	)		(3.4	)		0.5

Total income tax provision		(14.9	)%		21.0	%		(5.5	)%		37.5	%

The Company provides for income taxes using the liability method in accordance with ASC 740, Income Taxes. Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. Deferred tax assets and liabilities are comprised of the following at December 31, 2009 and 2008:

		December 31, 2009			December 31, 2008

Deferred income tax assets:
	Provision for doubtful accounts	$	8,134,186		$	7,744,243
	State net operating loss carryforwards		5,058,198			2,724,952
	Federal net operating loss carryforwards		7,417,799			—
	Deferred rent liability		1,122,424			378,591
	Management fee receivable allowance		7,445,196			6,524,403
	Merger costs		1,025,555			1,363,391
	Unrealized loss on swap		3,064,248			4,110,454
	Other		1,321,282			2,599,371

Gross deferred income tax assets			34,588,888			25,445,405
	Valuation allowance		(3,422,069	)		—

Net deferred income tax assets			31,166,819			25,445,405

Deferred income tax liabilities:
	Property and equipment		(35,286,088	)		(30,596,588	)
	Intangible assets		(39,725,576	)		(37,781,400	)
	Prepaid expense		(1,492,912	)		(1,852,596	)
	Partnership interests		(3,200,920	)		(3,933,297	)
	Other		(1,359,338	)		(1,473,964	)

Total deferred tax liabilities			(81,064,834	)		(75,637,845	)

Net deferred income tax liabilities		$	(49,898,015	)	$	(50,192,440	)

ASC 740, Income Taxes, requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Prior to 2009, no valuation allowances were considered necessary. The losses incurred in the year ended December 31, 2009, and the net cumulative loss for the current and prior two years on some state returns, represents sufficient negative evidence under the provisions of ASC 740, Income Taxes, for the Company to determine that the establishment of a valuation allowance of $3,422,069 is appropriate. This valuation allowance will offset assets associated with future tax benefits from state net operating losses.

The Company has federal net operating loss carryforwards expiring in 2029 available to offset future taxable income of approximately $21.2 million at December 31, 2009.

At December 31, 2009, 2008, and 2007, state net operating loss carryforwards, primarily in Florida and Kentucky expiring in years 2012 through 2029, available to offset future taxable income approximated $120.1 million, $106.6 million, and $22.8 million, respectively. Utilization of net operating loss carryforwards in any one year may be limited.

ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, Income Taxes, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740, Income Taxes, provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company adopted the provisions of ASC 740, Income Taxes, concerning the accounting for uncertainty in income taxes on January 1, 2007. As a result, the Company recognized an increase of $111,898 in the liability for unrecognized tax positions, which was recorded as a reduction in retained earnings, which, if recognized in income tax expense, would have impacted the effective tax rate.

The Company recognizes interest accrued related to unrecognized tax exposure in interest expense and penalties in operating expenses. The Company did not make any payments of interest and penalties accrued at December 31, 2009, 2008, and 2007.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is a follows:

The total amount of gross unrecognized tax benefits that, if recognized, would affect that effective tax rate was $272,062, $185,337, and $157,585 at December 31, 2009, 2008, and 2007, respectively. The Company does not reasonably expect that any of these benefits will reverse within the next 12 months.

The Company is subject to taxation in the U.S. and approximately 16 state jurisdictions. However, the main material jurisdictions for which we are subject to tax are the U.S. and Florida.

The Company is routinely under audit by federal, state, or local authorities in the areas of income taxes and the remittance of sales and use taxes. These audits include questioning the timing and amount of deductions and compliance with federal, state, and local tax laws. In accordance with the statute of limitations for federal tax returns, the Company's federal tax returns for the years 2005 through 2009 are subject to examination. The Company is currently undergoing a federal income tax audit for tax years 2005 through 2008.

In connection with the Merger, the Company terminated all commitments under the previous senior credit facility and repaid all outstanding borrowings under the previous senior credit facility and paid any accrued and unpaid interest. The Successor Senior Credit Facility consists of a $347.0 million six-year senior secured term loan facility ($40.0 million under a delayed draw tranche B term loan), and a $60.0 million five-year senior secured revolving credit facility. At the closing of the Merger, the Company borrowed $307.0 million under the senior secured term loan facility, utilized $3.1 million of its senior secured revolving credit facility and obtained a $175.0 million senior subordinated interim loan agreement. The Company incurred expenses of approximately $3.7 million for early extinguishment of debt relating to the termination of certain capital lease obligations, termination of its interest rate swap agreement, and the write-off of deferred financings costs relating to the extinguishment of the previous senior secured credit facility. On March 25, 2008, the Company issued $175.0 million senior subordinated notes due 2015 at 13.5% interest rate and repaid the $175.0 million senior subordinated interim loan agreement including any accrued and unpaid interest. During 2008, the Company utilized the $40.0 million delayed draw tranche B term loan for certain acquisitions and general corporate purposes.

	December 31, 2009			December 31, 2008

$347,000,000 Senior Credit Facility (Term B portion) (net of unamortized debt discount of $2,394,764 and $2,982,402 at December 31, 2009 and 2008, respectively) with interest rates at LIBOR or prime plus applicable margin, collateralized by substantially all of the Company's assets. At December 31, 2009 and 2008, interest rates were at LIBOR plus applicable margin, at 4.5% and 8.0%, respectively due at various maturity dates through February 2014	$	338,632,735		$	341,515,098
$60,000,000 Senior Credit Facility (Revolving Credit portion) with interest rates at LIBOR or prime plus applicable margin, collateralized by substantially all of the Company's assets. At December 31, 2009 and 2008, interest rates were at LIBOR plus applicable margin, at 4.5% and 5.7% due at various maturity dates through February 2013		10,000,000			25,000,000
$175,000,000 Senior Subordinated Notes (net of unamortized debt discount of $3,291,613 and $3,911,530 at December 31, 2009 and 2008, respectively), due March 25, 2015; semiannual cash interest payments, interest rate of 13.5%		171,708,389			171,088,470
Capital leases payable with various monthly payments plus interest at rates ranging from 5.7% to 9.1%, due at various maturity dates through December 2013 and collateralized by leasehold improvements and medical equipment with a net book value of $34,786,000 and $41,594,000 at December 31, 2009 and 2008, respectively		28,718,025			39,840,167

		549,059,149			577,443,735
Less current portion		(13,960,726	)		(14,577,924	)

	$	535,098,423		$	562,865,811

Maturities under the obligations described above are as follows at December 31, 2009:

The Term B loan requires quarterly payments of $867,500 and matures on February 21, 2014. The Term B loan initially bears interest either at LIBOR plus a spread of 425 basis points or a specified base rate plus a spread of 325 basis points.

The revolver will mature on February 21, 2013. The revolver bears interest either at LIBOR plus a spread ranging from 350 to 425 basis points or a specified base rate plus a spread ranging from 250 to 325 basis points, with the exact spread determined upon the basis of the Company's leverage ratio, as defined. The Company is required to pay a quarterly unused commitment fee at a rate ranging from 37.5 to 50.0 basis points on its revolving line of credit determined upon the basis of its leverage ratio, as defined.

The Senior Credit Facility is secured by a pledge of substantially all of the Company's tangible and intangible assets and includes a number of restrictive covenants including limitations on leverage, capital, and acquisitions expenditures, and a requirement to maintain a minimum ratio of cash flow to interest. Under the terms of the Company's Senior Credit Facility, borrowings under its revolver are based on minimum incremental amounts of not less than $500,000 for BASE rate loans and not less than $1,000,000 for LIBOR rate loans. Unused amounts under the revolver portion of the Senior Credit Facility incurs a commitment fee charge based on the Company's leverage ratio ranging from 37.5 basis points to 50.0 basis points.

The Senior Credit Facility requires the Company to make mandatory prepayments of outstanding borrowings. Mandatory prepayments include prepayments to the Term B portion of the Senior Credit Facility from proceeds from asset dispositions if not reinvested within a certain period of time and debt and equity issuances, limited to a percentage of the proceeds and/or an excess amount above a dollar threshold. The Company is required to prepay the Term B portion of the Senior Credit Facility based on certain excess cash flow requirements ranging from 25% to 50% based on the Company's leverage ratio. To date the Company has not been required to make such prepayments. The Senior Credit Facility also requires the Company to comply with various other covenants, including, but not limited to, restrictions on new indebtedness, the ability to merge or consolidate, asset sales, and dividends. At December 31, 2009, the Company is in compliance with all covenants.

On March 25, 2008, the Company issued $175.0 million senior subordinated notes due 2015 at 13.5% interest rate and repaid the $175.0 million senior subordinated interim loan agreement including any accrued and unpaid interest. The senior subordinated notes require semiannual payments of interest only. The senior subordinated notes have similar or less restrictive covenants and are junior to the Senior Credit Facility for order of priority of debt repayment.

The Company is exposed to changes in interest rates as a result of its outstanding variable rate debt. To reduce the interest rate exposure, the Company entered into an interest rate swap agreement whereby the Company fixed the interest rate on approximately $290.6 million of its Term B loan, effective as of June 30, 2008. The rate and maturity of the interest rate swap effective June 30, 2008, is 3.67% plus a margin and expires on March 31, 2012, respectively. The amount of the Term B loan subject to the interest rate swap agreements will reduce to $116.0 million by the end of the term.

The swap is a derivative and is accounted for under ASC 815, Derivatives and Hedging. The fair value of the swap agreement, representing the estimated amount that the Company would pay to a third party assuming the Company's obligations under the interest rate swap agreement terminated at December 31, 2009 and 2008, was approximately $7.7 million and $10.7 million, respectively. The fair value of this agreement was determined with the assistance of independent commercial bankers and represents the fair value based on pricing models and independent formulas and assumptions of nonperformance risk in accordance with ASC 820, Fair Value Measurements and Disclosures.

Since the Company has the ability to elect different interest rates on the debt at each reset date, and the Senior Credit Facility contains certain prepayment provisions, the hedging relationship does not qualify for use of the shortcut method under ASC 815, Derivatives and Hedging. Therefore, the effectiveness of the hedge relationships is being assessed on a quarterly basis during the life of the hedge through regression analysis. The entire change in fair market value is recorded in equity, net of tax, as other comprehensive loss.

For the period February 22, 2008 through December 31, 2008, Successor incurred deferred financing costs of approximately $16.9 million primarily related to the new Senior Credit Facility and senior subordinated notes. The consolidated balance sheets as of December 31, 2009 and 2008, include $11.6 million and $14.5 million, respectively, in other long-term assets related to unamortized deferred financing costs. As a result of the Merger, the Company incurred additional deferred financing costs of approximately $4.8 million relating to an interim bridge loan, which was refinanced with the senior subordinated notes in March 2008 and was charged to interest expense at the time of the refinancing. The Company recorded approximately $2.9 million, $2.4 million, $0.1 million, and $0.4 million to interest expense for the year ended December 31, 2009, and for the Successor period February 22, 2008 through December 31, 2008, and for the Predecessor period January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively, related to the amortization of deferred financing costs.

The Company leases certain of its treatment centers (facility) and other properties from partnerships which are majority-owned by related parties (related-party lessor). The related-party lessor constructs the facilities in accordance with the Company's plans and specifications and subsequently

leases the Facility to the Company. Due to the related-party relationship, the Company is considered the owner of the facility during the construction period pursuant to the provisions of ASC 840-40, Sale-Leaseback Transactions. In accordance with ASC 840-40, the Company records a construction-in-progress asset for the facility with an offsetting finance obligation during the construction period. Certain related parties guarantee the debt of the related-party lessor, which is considered to be continuing involvement pursuant to ASC 840-40. Accordingly, these leases do not qualify as a normal sale-leaseback at the time that construction is complete and the facility is leased to the Company. As a result, the costs to construct the facilities and the related finance obligation remain on the Company's consolidated balance sheets when construction is completed. The construction costs are included in real estate subject to finance obligation in the accompanying consolidated balance sheets. The finance obligation is amortized over the lease term based on the payments designated in the lease agreements with a portion of the payment representing a free ground lease recorded in rent expense. The assets classified as real estate subject to finance obligation are amortized on a straight-line basis over their useful lives.

In some cases, the related-party lessor will purchase a facility during the Company's acquisition of a business and lease the facility to the Company. These transactions also are within the scope of ASC 840-40. Certain related parties guarantee the debt of the related-party lessor, which is considered to be continuing involvement pursuant to ASC 840-40. Accordingly, these leases do not qualify as normal sale-leaseback. As a result, the cost of the facility, including land and the related finance obligation are recorded on the Company's consolidated balance sheets. The cost of the facility, including land, is included in real estate subject to finance obligation in the accompanying consolidated balance sheets. The finance obligation is amortized over the lease term based on the payments designated in the lease agreements and the Real Estate Subject to Finance Obligation are amortized on a straight-line basis over their useful lives.

The net book values of real estate subject to finance obligation are summarized as follows:

Depreciation expense relating to real estate subject to finance obligation is classified in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive (loss) income.

Future payments of the finance obligation as of December 31, 2009, are as follows:

Interest expense relating to the finance obligation was approximately $6,606,000 for the year ended December 31, 2009. Facility rent expense relating to real estate subject to finance obligation was approximately $2,135,000 for the year ended December 31, 2009.

The Company has certain arrangements whereby the noncontrolling interest may be redeemed upon the occurrence of certain events outside of the Company's control. These noncontrolling interests have been classified outside of permanent equity on the Company's consolidated balance sheets. The noncontrolling interests are not redeemable at December 31, 2009 and 2008, and the contingent events upon which the noncontrolling interest may be redeemed is not probable of occurrence at December 31, 2009. Accordingly, the noncontrolling interests are measured at their carrying value at December 31, 2009 and 2008.

A summary of the activity in the noncontrolling interest-redeemable accounts is as follows:

ASC 820, Fair Value Measurements and Disclosures, requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows:

As of January 1, 2008, the Company adopted ASC 820, Fair Value Measurements and Disclosures, and has estimated the fair value of its financial instruments in accordance with this framework. In accordance with ASC 820, the Company derived the fair value of the Senior Subordinated Notes based on prices quoted from third-party financial institutions. The fair value of the Company's Senior Subordinated Notes was $175,000,000 and $144,375,000 at December 31, 2009 and 2008, respectively.

As of December 31, 2009 and 2008, we held certain items that are required to be measured at fair value on a recurring basis including an interest rate swap agreement. Cash and cash equivalents, are reflected in the financial statements at their carrying value, which approximate their fair value due to their short maturity.

The following item is measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820, Fair Value Measurements and Disclosures, as of December 31, 2009 and 2008:

We have elected to use the income approach to value our interest rate swap, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount assuming that participants are motivated, but not compelled to transact.

The Company currently maintains equity interests in eight unconsolidated joint ventures, including a 37% interest with a hospital for the ownership of assets used for the delivery of radiation oncology services, a 50% interest in a joint venture with a freestanding radiation oncology center, a 40% interest in a joint venture with a PET imaging facility, a 45% interest in a joint venture with a radio-surgery facility, a 50% interest in a urology surgical facility, a 50% interest in an international freestanding radiation center in Mohali, India, and two joint venture interests in South America, Central America and the Caribbean including a 33% interest in a joint venture that manages 25 radiation therapy treatment centers and a 19% interest in a joint venture that operates a treatment center in Guatemala. With respect to the joint ventures in South and Central America, the Company holds an option to purchase all of the equity interests held by the joint venture partner over a four-year period from the date of its investment. Were the Company to exercise the purchase option, the Company's share in the earnings and losses of the joint venture entities would increase and the Company would consolidate the joint venture entities in the consolidated financial statements.

The Company utilizes the equity method to account for its investments in the unconsolidated joint ventures. At December 31, 2009 and 2008, the Company's investments in the unconsolidated joint ventures were approximately $18,663,000 and $2,427,000, respectively. The Company's equity in the earnings (losses) of the equity investments in joint ventures was approximately $880,000, ($118,000), $39,000, and ($46,000) for the Successor year ended December 31, 2009, the period from February 22, 2008 to December 31, 2008, the Predecessor period from January 1, 2008 to February 21, 2008, and the year ended December 31, 2007, respectively, which is recorded in other revenue in the accompanying consolidated statements of operations and comprehensive (loss) income.

The condensed financial position and results of operations of the unconsolidated joint venture entities are as follows:

A summary of the changes in the equity investment in the unconsolidated joint ventures is as follows:

Predecessor

Balance at January 1, 2007		$	1,215,070
	Equity interest in net loss of joint ventures		(46,323	)

Balance at December 31, 2007			1,168,747
	Equity interest in net income of joint ventures		39,461

Balance at February 21, 2008		$	1,208,208


Successor
Beginning balance at February 22, 2008		$	1,208,208
	Capital contributions in joint venture		1,337,000
	Equity interest in net loss of joint ventures		(117,717	)

Balance at December 31, 2008			2,427,491

	Capital contributions in joint venture		15,793,203
	Distributions		(300,548	)
	Share of other comprehensive loss		(137,365	)
	Equity interest in net income of joint ventures		880,352

Balance at December 31, 2009		$	18,663,133

The Company issued to the lessor of one of its treatment centers an unconditional and irrevocable letter of credit in the amount of $300,000 to serve as security for the performance of the assignees' obligations under the lease. In addition, the Company issued an irrevocable letter of credit in the amount of $185,000 relating to the Company's workers' compensation insurance program.

The Company is obligated under various operating leases for office space, medical equipment, and an aircraft lease. Total lease expense incurred under these leases was approximately $25,743,000, $15,659,000, $2,573,000, and $13,069,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 to December 31, 2008, and for the Predecessor period from January 1, 2008 to February 21, 2008, and for the year ended December 31, 2007, respectively.

Future fixed minimum annual lease commitments are as follows at December 31, 2009:

The Company leases land and space at its treatment centers under operating lease arrangements expiring in various years through 2044. The majority of the Company's leases provide for fixed rent escalation clauses, ranging from 2.0% to 5.0%, or escalation clauses tied to the Consumer Price Index. The rent expense for leases containing fixed rent escalation clauses or rent holidays is recognized by the Company on a straight-line basis over the lease term. Leasehold improvements made by a lessee that are funded by landlord incentives or allowances are recorded as leasehold improvements. Leasehold improvements are amortized over the shorter of their estimated useful lives (generally 39 years or less) or the related lease term plus anticipated renewals when there is an economic penalty associated with nonrenewal. An economic penalty is deemed to occur when the Company forgoes an economic benefit, or suffers an economic detriment by not renewing the lease. Penalties include, but are not limited to, impairment of existing leasehold improvements, profitability, location, uniqueness of the property within its particular market, relocation costs, and risks associated with potential competitors utilizing the vacated location. Lease incentives received are recorded as accrued rent and amortized as reductions to lease expense over the lease term.

Financial instruments, which subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains its cash in bank accounts with highly rated financial institutions. These accounts may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company grants credit, without collateral, to its patients, most of whom are local residents. Concentrations of credit risk with respect to accounts receivable relate principally to third- party payers, including managed care contracts, whose ability to pay for services rendered is dependent on their financial condition.

The Company is involved in certain legal actions and claims arising in the ordinary course of its business. It is the opinion of management, based on advice of legal counsel, that such litigation and claims will be resolved without material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

The Company has acquired and plans to continue acquiring businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although the Company institutes policies designed to conform practices to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for past activities that may later be asserted to be improper by private plaintiffs or government agencies. Although the Company generally seeks to obtain indemnification from prospective sellers covering such matters, there can be no assurance that any such matter will be covered by indemnification, or if covered, that such indemnification will be adequate to cover potential losses and fines.

The Company is party to employment agreements with several of its employees that provide for annual base salaries, targeted bonus levels, severance pay under certain conditions, and certain other benefits.

The Company has a defined contribution retirement plan under Section 401(a) of the Internal Revenue Code (the Retirement Plan). The Retirement Plan allows all full-time employees after one year of service to defer a portion of their compensation on a pretax basis through contributions to the Retirement Plan. The Company provides for a discretionary match based on a percentage of the employee's annual contribution. At December 31, 2009, the Company accrued approximately $1,485,000 related to the Company's approved discretionary match. No Company match was provided for in 2008. The Predecessor's matching contribution for the year ended December 31, 2007, was $824,000.

Prior to the Merger, the Predecessor adopted the 2004 Stock Incentive Plan under which the Company had authorized the issuance of equity-based awards for up to 2,000,000 shares of common stock to provide additional incentive to employees, officers, directors, and consultants. In addition to the shares reserved for issuance under our 2004 Stock Incentive Plan, such Plan also included (i) 1,141,922 shares that were reserved but unissued under the 1997 Plan (ii) shares subject to grants under the 1997 Plan that may again become available as a result of the termination of options or the repurchase of shares issued under the 1997 Plan, and (iii) annual increases in the number of shares available for issuance under the 2004 Stock Incentive Plan on the first day of each fiscal year beginning with the fiscal year beginning in 2005 and ending after the fiscal year beginning in 2014.

Options generally were granted at the fair market value of the common stock at the date of grant, were exercisable in installments beginning one year from the date of grant, vested over three to ten years and expired ten years after the date of grant.

Incentive stock options were granted to key employees, including officers, directors, and other selected employees. The exercise price of each option was 100% of the fair market value of the common stock on the date of grant (110% in the case of shareholders that own 10% or more of the outstanding common stock). Nonqualified stock options were granted under the 2004 Stock Incentive Plan to officers, directors, consultants, advisors, and key employees. The exercise price of each option was at least 85% of the fair market value of the common stock on the date of grant.

At the time of the Merger, all unvested stock options became vested in accordance with the change of control provision of the original stock option agreements. According to the Merger Agreement, all stock options outstanding at the time of the Merger were cancelled, and the holder of each such option received an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option. The Company recorded $1.3 million in compensation expense in the period from January 1, 2008 through February 21, 2008, which is included in salaries and benefits in the consolidated statement of operations and comprehensive (loss) income.

Prior to the Merger, the Company issued restricted shares, which vested ratably over a three- to five-year period. The fair value of the nonvested restricted shares were measured on the grant date and recognized in earnings over the requisite service period.

On April 1, 2007, the Company granted $1.0 million of restricted stock to a key employee to vest ratably over five years.

Restricted shares of 19,211 were settled for cash on February 21, 2008, in connection with the Merger. In addition, an additional $1.0 million of restricted stock issued to a key employee on April 1, 2007, was settled for cash on February 21, 2008.

In connection with the Merger, RT Investments adopted a new equity-based plan in February 2008, authorized for issuance under the plan of approximately 1,494,111 units of limited liability company interests consisting of 526,262 Class B Units and 967,849 Class C Units. The units are limited liability company interests and are available for issuance to the Company's employees and members of the Board of Directors for incentive purposes. As of December 31, 2009, there were 509,422 Class B Units and 924,296 Class C Units issued under the plan and 26,313 Class B Units and 72,589 Class C Units available for future issuance under the plan.

The Class B Units vest over 48 months. Assuming continued employment of the employee with the Company, 25% vest on the first anniversary of the grant date, and the remaining 75% vest in three equal installments on the second, third, and fourth anniversaries from the grant date. The Class C Units vest annually for 34 months based on certain performance conditions and/or market conditions being met or achieved and, in all cases, assuming continued employment. The performance condition relates to the Company achieving certain operating targets, and the market condition relates to holders of Preferred Units and Class A Units receiving a specified multiple on its investment upon a liquidation event. If an employee holder's employment is terminated, RT Investments may repurchase the holder's vested Class B and Class C Units.

For purposes of determining the compensation expense associated with these grants, management valued the business enterprise using a variety of widely accepted valuation techniques, which considered a number of factors such as the financial performance of the Company, the values of comparable companies and the lack of marketability of the Company's equity. The Company then used the option pricing method to determine the fair value of these units at the time of grant using the following assumptions: a term of five years, which is based on the expected term in which the units will be realized; a risk-free interest rate of 2.80%, which is the five-year U.S. federal treasury bond rate

consistent with the term assumption; and expected volatility of 38%, which is based on the historical data of equity instruments of comparable companies.

The estimated fair value of the units, less an assumed forfeiture rate of 3.4%, will be recognized in expense in the Company's financial statements on a straight-line basis over the requisite service periods of the awards. For Class B Units, the requisite service period is 48 months, and for Class C Units, the requisite service period is 34 months. The assumed forfeiture rate is based on an average forfeiture rate related to the predecessor Company's stock option plan. The historical trend of forfeitures is deemed reasonable to use in determining expected forfeitures.

The Company recorded $962,000 and $1,524,000 of stock-based compensation expense for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, which is included in salaries and benefits in the consolidated statements of operations. The summary of activity under the plan is presented below:

As of December 31, 2009, there was approximately $2.1 million and $5.6 million of total unrecognized compensation expense related to the Class B Units and Class C Units, respectively. These costs are expected to be recognized over a weighted-average period of 1.4 years if certain conditions are met.

The Company leases certain of its treatment centers and other properties from partnerships, which are majority owned by related parties. The leases are classified in the accompanying financial statements as either operating leases or as finance obligations pursuant to ASC 840 Leases. These related- party leases have expiration dates through May 31, 2024, and they provide for annual payments and executory costs, ranging from approximately $57,000 to $821,000. The aggregate payments the Company made to the entities owned by these related parties were approximately $10,150,000, $5,868,000, $1,425,000, and $4,684,000 for the year ended December 31, 2009, for the Successor period

from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December, 31 2007, respectively.

In October 1999, the Company entered into a sublease arrangement with a partnership, which is owned by a related party to lease space to the partnership for an MRI center in Mount Kisco, New York. Sublease rentals paid by the partnership to the landlord were approximately $761,000, $468,000, $110,000, and $700,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively.

The Company provides billing and collection services to an MRI entity, which is owned by a related party. In addition, the Company charges the MRI entity for certain allocated cost of certain staff that perform services on behalf of the MRI entity. The fees received by the Company for the billing and collection services and for reimbursement of certain allocated costs were approximately $2,000, $158,000, $42,000, and $418,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively. No balance was due from the MRI entity at December 31, 2009 and 2008.

The Company is a participating provider in an oncology network, which is partially owned by a related party. The Company provides oncology services to members of the network. Annual payments received by the Company for the services were $813,000, $590,000, $43,000, and $568,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively.

The Company has a wholly owned subsidiary construction company that provides remodeling and real property improvements at certain of its facilities. In addition, the construction company is frequently engaged to build and construct facilities for lease that are owned by related parties. Payments received by the Company for building and construction fees were approximately $511,000, $7,215,000, $2,506,000, and $3,884,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively. Amounts due to the Company for the construction services were approximately $258,000 and $72,000 at December 31, 2009 and 2008, respectively.

The Company purchases medical malpractice insurance from an insurance company owned by a related party. The period of coverage runs from October to September. The premium payments made by the Company were approximately $6,928,000, $7,367,000, $761,000, and $5,195,000 for the year ended December 31, 2009, and for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively.

In California, Maryland, Massachusetts, Michigan, Nevada, New York, and North Carolina, the Company maintains administrative services agreements with professional corporations owned by related parties, who are licensed to practice medicine in such states. The Company entered into these administrative services agreements in order to comply with the laws of such states, which prohibit the

Company from employing physicians. The administrative services agreements generally obligate the Company to provide treatment center facilities, staff, equipment, accounting services, billing and collection services, management and administrative personnel, assistance in managed care contracting, and assistance in marketing services. Fees paid to the Company by such professional corporations under the administrative services agreements were approximately $87,168,000, $80,291,000, $11,655,000, and $62,181,000 for the year ended December 31, 2009, for the Successor period from February 22, 2008 through December 31, 2008, for the Predecessor period from January 1, 2008 through February 21, 2008, and for the year ended December 31, 2007, respectively. These amounts have been eliminated in consolidation.

On February 22, 2008, the Company entered into a management agreement with Vestar Capital Partners V, L.P. (Vestar) relating to certain advisory and consulting services for an annual fee equal to the greater of (i) $850,000 or (ii) an amount equal to 1.0% of the Company's consolidated earnings before interest, taxes, depreciation, and amortization for each fiscal year determined as set forth in the new Senior Credit Facility. As part of the management agreement, the Company also paid Vestar a management fee of approximately $10.0 million for services rendered in connection with the consummation of the Merger. This management fee was allocated between goodwill, deferred financing costs, and consulting fees. As part of the management agreement, the Company agreed to indemnify Vestar and its affiliates from and against all losses, claims, damages, and liabilities arising out of the performance by Vestar of its services pursuant to the management agreement. The management agreement will terminate upon such time that Vestar and its partners and their respective affiliates hold, directly, or indirectly in the aggregate, less than 20% of the voting power of the outstanding voting stock of the Company. During the year ended December 31, 2009, and during the Successor period from February 22, 2008 through December 31, 2008, the Successor incurred approximately $1,239,000 and $1,086,000, respectively, of management fees and expenses under such agreement.

As previously described in Note 6 to the consolidated financial statements, the Company purchased noncontrolling interests in certain joint ventures in January 2009 from family members of a related party.

In January 2010, the Company finalized the amount due for its 33% interest in a joint venture, which manages 25 radiation therapy treatment centers in South America, Central America and the Caribbean and paid an additional $1,900,000, based on a multiple of historical earnings before interest, taxes, and depreciation and amortization. The $1,900,000 has been recorded in accounts payable along with an increase in the equity investment in joint ventures account on the consolidated balance sheet as of December 31, 2009.

The quarterly interim financial information shown below has been prepared by the Company's management and is unaudited. It should be read in conjunction with the audited consolidated financial statements appearing herein.

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

		September 30, 2010			December 31, 2009

		(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents ($6,054 and $5,785 related to VIEs)	$	20,527		$	32,958
	Accounts receivable, net ($21,379 and $22,389 related to VIEs)		65,048			58,015
	Income taxes receivable ($730 and $510 related to VIEs)		927			483
	Prepaid expenses ($498 and $492 related to VIEs)		6,190			7,557
	Inventories ($17 and $20 related to VIEs)		1,475			1,436
	Deferred income taxes		8,659			8,659
	Other ($25 and $49 related to VIEs)		4,489			6,153

Total current assets			107,315			115,261
Equity investments in joint ventures			19,533			18,663
Property and equipment, net ($22,948 and $22,085 related to VIEs)			238,485			225,779
Real estate subject to finance obligation			7,203			74,248
Goodwill ($13,190 related to VIEs)			856,398			826,641
Intangible assets, net ($795 and $844 related to VIEs)			86,749			92,271
Other assets ($8,412 and $8,263 related to VIEs)			33,798			26,362

Total assets		$	1,349,481		$	1,379,225

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable ($2,991 and $3,233 related to VIEs)	$	14,698		$	13,095
	Accrued expenses ($3,136 and $3,328 related to VIEs)		46,562			35,107
	Current portion of long-term debt		9,216			13,961
	Current portion of finance obligation		51			1,128
	Other current liabilities		197			2,000

Total current liabilities			70,724			65,291
Long-term debt, less current portion			583,447			535,098
Finance obligation, less current portion			7,544			76,102
Other long-term liabilities ($1,475 and $1,291 related to VIEs)			16,916			14,876
Deferred income taxes			52,948			58,557

Total liabilities			731,579			749,924
Noncontrolling interests—redeemable			7,547			7,294
Commitments and contingencies
Equity:
	Common stock, $0.01 par value, 1,000 units authorized, issued and outstanding at September 30, 2010 and December 31, 2009		—			—
	Additional paid-in capital		630,579			630,278
	Retained deficit		(28,041	)		(14,886	)
	Note receivable from shareholder		(175	)		(225	)
	Accumulated other comprehensive loss, net of tax		(4,056	)		(4,869	)

	Total Radiation Therapy Services Holdings, Inc. shareholder's equity		598,307			610,298
	Noncontrolling interests—nonredeemable		12,048			11,709

Total equity			610,355			622,007

Total liabilities and equity		$	1,349,481		$	1,379,225

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands)

(unaudited)

		Nine months ended September 30,

		2010			2009
Revenues:
Net patient service revenue		$	400,587		$	390,908
Other revenue			5,853			5,292

Total revenues			406,440			396,200
Expenses:
Salaries and benefits			205,975			196,570
Medical supplies			31,512			34,901
Facility rent expenses			19,955			16,639
Other operating expenses			20,133			18,405
General and administrative expenses			46,438			41,769
Depreciation and amortization			34,233			34,242
Provision for doubtful accounts			8,387			11,896
Interest expense, net			44,603			47,093
Loss on sale of assets of a radiation treatment center			1,903			—
Early extinguishment of debt			10,947			—

Total expenses			424,086			401,515

Loss before income taxes			(17,646	)		(5,315	)
Income tax benefit			(6,148	)		(1,158	)

Net loss			(11,498	)		(4,157	)
Net loss (income) attributable to noncontrolling interests—redeemable and non-redeemable			(1,657	)		(1,202	)

Net loss attributable to Radiation Therapy Services Holdings, Inc. shareholder			(13,155	)		(5,359	)
Other comprehensive income:
	Unrealized gain (loss) on derivative interest rate swap agreement and foreign currency translation, net of tax		813			1,207

Comprehensive loss		$	(12,342	)	$	(4,152	)

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

			Nine months ended September 30,

			2010			2009
Cash flows from operating activities
Net loss			$	(11,498	)	$	(4,157	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation			28,411			23,308
	Amortization			5,822			10,934
	Deferred rent expense			766			2,508
	Deferred income tax (benefit) provision			(6,150	)		9,432
	Stock-based compensation			769			718
	Provision for doubtful accounts			8,387			11,896
	Loss on the sale of property and equipment			583			1,079
	Loss on sale of assets of a radiation treatment center			1,903			—
	Write off of pro-rata debt discount			494			—
	Write off of loan costs			1,593			—
	Early extinguishment of debt			10,947			—
	Write-off of acquisition-related costs			—			812
	Amortization of debt discount			609			906
	Amortization of loan costs			2,373			2,141
	Equity interest in net earnings of joint ventures			(684	)		(994	)
	Changes in operating assets and liabilities:
		Accounts receivable		(15,187	)		(7,367	)
		Income taxes receivable		(444	)		(8,441	)
		Inventories		56			(54	)
		Prepaid expenses		4,689			3,686
		Accounts payable		658			(239	)
		Accrued expenses		9,642			(2,878	)

Net cash provided by operating activities				43,739			43,290
Cash flows from investing activities
Purchases of property and equipment				(37,716	)		(32,442	)
Acquisition of radiation centers				(34,974	)		(2,449	)
Restricted cash associated with earn-out provisions of acquisitions				—			2,269
Purchase of joint venture interests				—			(13,518	)
Proceeds from the sale of property and equipment				1,399			128
Repayments from employees				420			246
Contribution of capital to joint venture entities				(2,984	)		(2,386	)
Distribution received from joint venture				64			—
Change in other assets and other liabilities				(2,840	)		(3,512	)

Net cash used in investing activities				(76,631	)		(51,664	)
continued on next page.

	Nine months ended September 30,

	2010			2009
Cash flows from financing activities
Proceeds from issuance of debt (net of original issue discount of $1,950)		308,050			—
Principal repayments of debt		(268,757	)		(11,081	)
Repayments of finance obligation		(290	)		(960	)
Payment of call premium on senior subordinated notes		(5,250	)		—
Proceeds from equity contribution		6			—
Payments of notes receivable from shareholder		50			25
Proceeds from issuance of noncontrolling interest		608			250
Cash distributions to noncontrolling interest holders—redeemable and non-redeemable		(2,069	)		(1,843	)
Deconsolidation of noncontrolling interest		(14	)		—
Payments of loan costs		(11,873	)		—

Net cash provided by (used in) in financing activities		20,461			(13,609	)

Net decrease in cash and cash equivalents		(12,431	)		(21,983	)
Cash and cash equivalents, beginning of period		32,958			49,168

Cash and cash equivalents, end of period	$	20,527		$	27,185

Supplemental disclosure of non-cash transactions
Non-cash contribution of capital by controlling interest holder	$	602		$	—

Non-cash contribution of capital by noncontrolling interest holder	$	—		$	694

Non-cash deconsolidation of noncontrolling interest	$	(64	)	$	—

Finance obligation related to real estate projects	$	594		$	14,796

Derecognition of finance obligation related to real estate projects	$	(69,939	)	$	—

Non-cash purchase of noncontrolling interest in a joint venture	$	(474	)	$	—

Non-cash distribution receivable and equity contribution payable from equity investee	$	75		$	—

Non-cash distribution receivable from equity investee	$	312		$	—

Non-cash use of vendor credit	$	2,027		$	—

Accounts payable related to acceptance and delivery of medical equipment	$	235		$	2,063

Reduction in goodwill due to purchase price adjustment	$	—		$	188

RADIATION THERAPY SERVICES HOLDINGS, INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Radiation Therapy Services Holdings, Inc., through its wholly owned subsidiaries (collectively, the Company) develops and operates radiation therapy centers that provide radiation treatment to cancer patients in Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Rhode Island, South Carolina and West Virginia. The Company also has affiliations with physicians specializing in other areas including urology and medical, gynecological, and surgical oncology in a number of markets to strengthen the Company's clinical working relationships.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. All adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature. Interim results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

The Company's results of operations historically have fluctuated on a quarterly basis and can be expected to continue to fluctuate. Many of the patients of the Company's Florida treatment centers are part-time residents in Florida during the winter months. Hence, these treatment centers have historically experienced higher utilization rates during the winter months than during the remainder of the year. In addition, volume is typically lower in the summer months due to traditional vacation periods.

The Company has evaluated certain radiation oncology practices in order to determine if they are variable interest entities (VIEs). This evaluation resulted in the Company determining that certain of its radiation oncology practices were potential variable interest entities. For each of these practices, the Company has evaluated (1) the sufficiency of the fair value of the entity's equity investments at risk to absorb losses, (2) that, as a group, the holders of the equity investments at risk have (a) the direct or indirect ability through voting rights to make decisions about the entity's significant activities, (b) the obligation to absorb the expected losses of the entity and their obligations are not protected directly or indirectly, and (c) the right to receive the expected residual return of the entity, and (3) substantially all of the entity's activities do not involve or are not conducted on behalf of an investor that has disproportionately fewer voting rights in terms of its obligation to absorb the expected losses or its right to receive expected residual returns of the entity, or both. The Accounting Standards Codification (ASC), 810, "Consolidation" (ASC 810), requires a company to consolidate VIEs if the company is the primary beneficiary of the activities of those entities. Certain of the Company's radiation oncology practices are variable interest entities and the Company has a variable interest in each of these practices through its administrative services agreements. Pursuant to ASC 810, the Company, through its variable interests in these practices, has the power to direct the activities of these practices that most significantly impact the entity's economic performance and the Company would absorb a majority of the expected losses of these practices should they occur. Based on these determinations, the Company has consolidated these radiation oncology practices in its consolidated financial statements for all periods presented.

As of September 30, 2010, the Company was the primary beneficiary of, and therefore consolidated, approximately 24 VIEs, which operate approximately 49 centers. Any significant amounts of assets and liabilities related to the consolidated VIEs are identified parenthetically on the accompanying condensed consolidated balance sheets. The assets are owned by, and the liabilities are obligations of the VIEs, not the Company. Only the VIE's assets can be used to settle the liabilities of the VIE. The VIEs are not guarantors of the Company's debts.

As of September 30, 2010, the Company also held equity interests in 8 VIEs for which the Company is not the primary beneficiary. Those VIEs consist of partnerships that primarily provide radiation oncology services. The Company is not the primary beneficiary of these VIEs as it does not retain the power and rights in the operations of the entities. The Company's investments in the unconsolidated VIEs are approximately $19.5 million and $18.7 million at September 30, 2010 and December 31, 2009, respectively with ownership interests ranging between 19% and 50% general partner or equivalent interest. Accordingly, substantially all of these equity investment balances are attributed to the Company's noncontrolling interests in the unconsolidated partnerships. The Company's maximum risk of loss related to the investments in these VIEs is limited to the equity interest.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated audited financial statements and the notes thereto included in the Company's Annual Report for the year ended December 31, 2009.

The cost of revenues for the three months ended September 30, 2010 and 2009 are approximately $90.1 million and $83.0 million, respectively. The cost of revenues for the nine months ended September 30, 2010 and 2009 are approximately $264.6 million and $251.3 million, respectively.

Certain reclassifications between property and equipment, net and other long term assets have been made to the 2009 consolidated financial statements to conform to the 2010 presentation. These reclassifications had no effect on the previously reported equity, net loss, or comprehensive loss.

In June 2009, the Financial Accounting Standards Board (FASB) issued changes to the accounting for variable interest entities. These changes require an enterprise (i) to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity; (ii) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; (iii) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; (iv) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance; and (v) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. The Company adopted the changes on January 1, 2010, which had no material impact to the presentation of the consolidated financial statements.

In accordance ASC 810, the Company consolidates certain radiation oncology practices where the Company provides administrative services pursuant to long-term management agreements. The noncontrolling interests in these entities represent the interests of the physician owners of the oncology practices in the equity and results of operations of these consolidated entities.

The Company could be obligated, under the terms of the operating agreements governing certain of its joint ventures, upon the occurrence of various fundamental regulatory changes and or upon the occurrence of certain events outside of the Company's control to purchase some or all of the noncontrolling interests related to the Company's consolidated subsidiaries. These repurchase requirements would be triggered by, among other things, regulatory changes prohibiting the existing ownership structure. While the Company is not aware of events that would make the occurrence of such a change probable, regulatory changes are outside the control of the Company. Accordingly, the noncontrolling interests subject to these repurchase provisions have been classified outside of equity on the Company's consolidated balance sheets.

In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements," (ASU 2010-06), which amends "Fair Value Measurements and Disclosures" (ASC 820) to clarify certain existing disclosure requirements and to require a number of additional disclosures, including amounts and reasons for significant transfers between the three levels of the fair value hierarchy, and presentation of certain information in the reconciliation of recurring Level 3 measurements on a gross basis. ASU 2010-06 was effective for the Company on

January 1, 2010, with certain disclosures effective for periods beginning January 1, 2011. The initial adoption of ASU 2010-06 resulted in additional disclosure in the notes to the financial statements but did not have an impact on the Company's financial position or results of operations.

In July 2010, the FASB issued ASU No. 2010-20, "Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" (ASU 2010-20). ASU 2010-20 intends to enhance a financial statement user's ability to evaluate the entity's credit risk exposures and adequacy of its allowance for credit losses by requiring additional disclosure about the nature of credit risk inherent in the portfolio of receivables, factors and methodologies used in estimating the allowance for credit losses and activity that occurs during a period for both finance receivables and allowance for credit losses. The scope of ASU 2010-20 is limited to financing receivables, excluding short-term trade accounts receivable and receivables measured at fair value or lower of cost or fair value. The guidance provides definitions of a finance receivable, portfolio segment, class of finance receivable, and credit quality indicator. ASU 2010-20 also makes significant changes to the disclosure requirements, including further disaggregation of the information presented based on portfolio segment or class of finance receivable. ASU 2010-20 is effective for the Company on January 1, 2011. The initial adoption of ASU 2010-20 will result in additional disclosures in the notes to the financial statements but will not have an impact on the Company's financial position or results of operations.

In August 2010, the FASB issued ASU 2010-23, "Health Care Entities (Topic 954): Measuring Charity Care for Disclosure" (ASU 2010-23), which amends ASC 954 to require that cost be used as the measurement basis for charity care disclosure purposes and that cost be identified as the direct and indirect costs of providing the charity care. ASU 2010-23 is effective for the Company on January 1, 2011. The initial adoption of ASU 2010-23 will result in additional disclosures in the notes to the financial statements but will not have an impact on the Company's financial position or results of operations.

In August 2010, the FASB issued ASU 2010-24, "Health Care Entities (Topic 954): Presentation of Insurance Claims and Related Insurance Recoveries" (ASU 2010-24), which amends ASC 954 to clarify that a health care entity cannot net insurance recoveries against a related claim liability. Additionally, ASU 2010-24 notes the amount of the claim liability should be determined without consideration of insurance recoveries. ASU 2010-24 is effective for the Company on January 1, 2011. The Company is currently assessing the impact of this guidance on its financial statements.

In connection with the Merger, RT Investments adopted a new equity-based incentive plan in February 2008, and authorized for issuance under the plan approximately 1,494,111 units of limited liability company interests consisting of 526,262 Class B Units and 967,849 Class C Units. The units are limited liability company interests and are available for issuance to the Company's employees. As of September 30, 2010, there were 9,648 Class B Units and 29,490 Class C Units available for future issuance under the plan.

relates to the Company achieving certain operating targets, and the market condition relates to holders of Preferred Units and Class A Units receiving a specified multiple on their investment upon a liquidation event. If an employee holder's employment is terminated, RT Investments may repurchase the holder's vested Class B and Class C Units at fair market value.

For purposes of determining the compensation expense associated with these grants, management valued the business enterprise using a variety of widely accepted valuation techniques, which considered a number of factors such as the financial performance of the Company, the values of comparable companies and the lack of marketability of the Company's equity. The Company then used the option pricing method to determine the fair value of these units at the time of grant using the following assumptions: a term of five years, which is based on the expected term in which the units will be realized; a risk-free interest rate of 2.80% and 1.96% for grants issued in 2008 and 2010, respectively, which is the five-year U.S. federal treasury bond rate consistent with the term assumption; and expected volatility of 38% and 50% for grants issued in 2008 and 2010, respectively, which is based on the historical data of equity instruments of comparable companies.

The estimated fair value of the units, less an assumed forfeiture rate of 2.7%, is recognized in expense in the Company's financial statements on a straight-line basis over the requisite service periods of the awards for Class B Units. For Class B Units, the requisite service period is 48 months, and for Class C Units, the requisite service period is 34 months only if probable of being met. The assumed forfeiture rate is based on an average historical forfeiture rate.

The Company recorded approximately $769,000 and $718,000 of stock-based compensation expense for the nine months ended September 30, 2010 and 2009, respectively, which is included in salaries and benefits in the consolidated statements of operations. The summary of activity under the plan is presented below:

As of September 30, 2010, there was approximately $1.4 million and $6.0 million of total unrecognized compensation expense related to the Class B Units and Class C Units, respectively. These costs are expected to be recognized over a weighted-average period of 1.6 years for Class B Units and 0.4 years for Class C Units if certain conditions are met.

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains,

and losses that under accounting principles generally accepted in the United States are recorded as an element of equity but are excluded from net income (loss). The Company's other comprehensive income (loss) is composed of unrealized gains and losses on interest rate swap agreements accounted for as cash flow hedges and the Company's share of foreign currency translation for its equity investment in foreign joint ventures. The impact of the unrealized net gains was an increase of approximately $813,000 and $1,207,000 to total equity for the nine months ended September 30, 2010 and September 30, 2009, respectively.

The condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. Noncontrolling interests-nonredeemable principally represent minority shareholders' proportionate share of the equity of certain consolidated majority owned entities of the Company.

The following table presents changes in total equity for the respective periods (in thousands):

		Radiation Therapy Services Holdings, Inc. Shareholder's Equity			Noncontrolling interests— nonredeemable			Total Equity			Noncontrolling interests— redeemable

Balance, December 31, 2009		$	610,298		$	11,709		$	622,007		$	7,294
	Net (loss) income		(13,155	)		829			(12,326	)		828
	Other comprehensive income		813			—			813			—
	Cash contribution of equity		6			—			6			—
	Deconsolidation of noncontrolling interest		—			(78	)		(78	)		—
	Purchase of noncontrolling interest in a joint venture		(474	)		474			—			—
	Stock-based compensation		769			—			769			—
	Payment of note receivable from shareholder		50			—			50			—
	Equity contribution in joint venture		—			608			608			—
	Cash distributions		—			(1,494	)		(1,494	)		(575	)

Balance, September 30, 2010		$	598,307		$	12,048		$	610,355		$	7,547

Balance, December 31, 2008		$	616,964		$	12,208		$	629,172		$	6,883
	Net (loss) income		(5,359	)		(500	)		(4,859	)		702
	Other comprehensive income		1,207			—			1,207			—
	Stock-based compensation		718			—			718			—
	Sale of interest in a subsidiary		96			154			250			—
	Payment of note receivable from shareholder		25			—			25			—
	Equity contribution in joint venture		—			694			694			—
	Cash distributions		—			(1,719	)		(1,719	)		(124	)

Balance, September 30, 2009		$	613,651		$	11,837		$	625,488		$	7,461

The Company recognizes all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship based on its effectiveness in hedging against the exposure. Derivatives that are not hedges must be adjusted to fair value through operating results. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through operating results or recognized in other comprehensive income until the hedged item is recognized in operating results. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. At September 30, 2010 and December 31, 2009, the amount of hedge ineffectiveness was immaterial to the consolidated financial statements.

On May 27, 2008, the Company entered into an interest rate swap agreement for its $407.0 million of floating rate senior debt governed by a Credit Agreement dated February 21, 2008 (Senior Credit Facility). The Company has designated this derivative financial instrument as a cash flow hedge (i.e., the interest rate swap agreement hedges the exposure to variability in expected future cash flows that is attributable to a particular risk). The notional amount of the swap agreement is $290.6 million with amounts scaling down during various quarters throughout the term of the interest rate swap agreement to $116.0 million. At September 30, 2010 and December 31, 2009, the amount of the floating rate senior debt subject to the interest rate swap was $174.2 million and $232.4 million, respectively. The effect of this agreement is to fix the interest rate exposure to 3.67% plus a margin on $290.6 million of the Company's Senior Credit Facility. The interest rate swap agreement expires on March 31, 2012. The fair value of the interest rate swap agreement is the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the current credit worthiness of the Company and the counter party. At September 30, 2010 and December 31, 2009, the fair value of the Company's interest rate swap agreement is a liability of approximately $6.3 million and $7.7 million, respectively, which is included in the accompanying consolidated balance sheets.

ASC 820 requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows:

As of January 1, 2008, the Company adopted ASC 820, and has estimated the fair value of its financial instruments in accordance with this framework. In accordance with ASC 820, the fair value of the Senior Subordinated Notes and Term Loan B portion of the Senior Credit Facility was based on prices quoted from third-party financial institutions. At September 30, 2010, the fair value of the Company's Senior Subordinated Notes due 2017 and Term Loan B was approximately $310.0 million and $256.7 million, respectively. The fair value of the Company's Senior Subordinated Notes due 2015 was $175.0 million at December 31, 2009.

As of September 30, 2010 and December 31, 2009, we held certain items that are required to be measured at fair value on a recurring basis including an interest rate swap agreement. Cash and cash equivalents are reflected in the financial statements at their carrying value, which approximate their fair value due to their short maturity. The carrying values of the Company's long-term debt other than Senior Subordinated Notes approximates fair value due either to the length of time to maturity or the existence of interest rates that approximate prevailing market rates.

The following item is measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820, as of September 30, 2010 and December 31, 2009:

The estimated fair value of our interest rate swap was determined using the income approach that considers various inputs and assumptions, including LIBOR swap rates, cash flow activity, yield curves and other relevant economic measures, all of which are observable market inputs that are classified under Level 2 of the fair value hierarchy. The fair value also incorporates valuation adjustments for credit risk.

The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.

ASC 740, "Income Taxes" (ASC 740), clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company is subject to taxation in the U.S. and approximately 16 state jurisdictions. However, the principal jurisdictions for which the Company is subject to tax are the U.S. and Florida.

The Company's effective tax rate was 29.2% in the third quarter of fiscal 2010 and 7.7% in the third quarter of fiscal 2009. The Company's effective tax rate was 34.8% for the nine months ended September 30, 2010 compared to 21.8% for the same period of the prior year. The increase in the effective tax rate for the third quarter and nine months of 2010 compared to the same periods of the prior year is primarily the result of non-deductible purchase accounting adjustments in 2009.

The effective tax rate for the nine months ended September 30, 2010 approximated the U.S. federal statutory rate of 35%, and for the third quarter of 2010, the effective tax rate differed from the U.S. federal statutory rate of 35% primarily as a result of the effect of certain expenses which are not deductible for tax purposes, which was partially offset by the effect of non-taxable income from noncontrolling interests. For the third quarter and nine months of 2009, the effective tax rate differed from the U.S. federal statutory rate of 35% primarily as a result of non-deductible purchase accounting adjustments.

for the years 2005 through 2010 are subject to examination. The Company is currently undergoing a federal income tax audit for tax years 2005 through 2008.

In March 2010, the Company contributed approximately $3.0 million in tangible assets for a 77.3% interest in a joint venture with a group of physicians to open a radiation treatment center in El Segundo, California. The radiation treatment center expands the Company's presence into the California market.

In April 2010, the Company entered into definitive agreements to acquire all the outstanding stock of Carolina Regional Cancer Center, P.A. for the acquisition of a radiation treatment center in Myrtle Beach, South Carolina that holds three certificate of need licenses, and Atlantic Urology Clinics, LLC, Adult & Pediatric Urology Center of the Carolina, P.A., Coastal Urology Center, P.A. and Grand Strand Urology, LLP with respect to the acquisition of the assets of these Myrtle Beach-based physician practices. On May 3, 2010, the Company consummated these acquisitions for a combined purchase price of approximately $34.2 million in cash. The acquisition of the Myrtle Beach facility expands the Company's presence into a new local market within an existing regional division. The allocation of the purchase price is to tangible assets, primarily consisting of medical equipment of $4.5 million. The excess of the purchase price over the fair value of the assets acquired was allocated to goodwill of $29.7 million, which is deductible for tax purposes, representing primarily the value of synergies expected from the transaction. The purchase price allocations are subject to revision as the Company obtains additional information.

During the nine months ended September 30, 2010 we recorded $5.6 million and $7.8 million, respectively of net patient service revenue and reported net income of $1.5 million and $1.7 million, respectively in connection with the Carolina Regional Cancer Center, P.A. acquisition.

The following pro forma financial information is presented as if the Carolina Regional Cancer Center, P.A. acquisition had occurred at the beginning of each period presented. The pro forma financial statements are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company:

During the first nine months of 2010, the Company acquired the assets of several physician practices within the Company's Florida and Arizona markets for approximately $749,000. The physician practices provide synergistic clinical services to our patients. The allocation of the purchase price is to tangible assets of $749,000.

The operations of the foregoing acquisitions have been included in the accompanying condensed consolidated statements of income and comprehensive income from the respective dates of each acquisition.

We are considering the acquisition of Medical Developers, LLC. In connection with such acquisition, we would purchase the remaining 67% in Medical Developers, LLC. We would also purchase an additional 61% interest in the Guatemalan joint venture in which we currently own a 19% interest. We have not entered into a definitive agreement with respect to this acquisition, and there can be no assurance that this acquisition will be completed as contemplated or at all.

In January 2007, the Company acquired a 67.5% interest in Gettysburg Radiation, LLC (GR), which at that time was in the final stages of developing a free-standing radiation therapy treatment center in Gettysburg, Pennsylvania. Approximately a year later, GR expanded its operations to a second location in Littlestown, Pennsylvania. Due to the poor local economy, as well as the opening of a radiation therapy center by a nearby hospital, the performance of both the Gettysburg and Littlestown facilities deteriorated significantly. During the fourth quarter of 2009, the Littlestown facility was closed. On April 30, 2010, the Company sold certain assets of the Gettysburg facility to one of GR's minority equity-holders for approximately $925,000 and incurred a loss on the sale of approximately $1.9 million. The loss is presented as a separate expense in the condensed consolidated statements of operations and comprehensive loss.

	September 30, 2010			December 31, 2009

$347.0 million Senior Credit Facility—(Term B) portion with interest rates at LIBOR or prime plus applicable margin, collateralized by substantially all of the Company's assets. Interest rates are at LIBOR plus applicable margin due at various maturity dates through February 2014	$	263,796		$	338,633
$75.0 million Senior Credit Facility (Revolving Credit portion) with interest rates at LIBOR or prime plus applicable margin, collateralized by substantially all of the Company's assets. Interest rates are at LIBOR plus applicable margin due at various maturity dates through February 2013		—			10,000
$310.0 million Senior Subordinated Notes due April 15, 2017; semi-annual cash interest payments due on April 15 and October 15, fixed interest rate of 9.875%		308,166			—
$175.0 million Senior Subordinated Notes due March 25, 2015; semi-annual cash interest payments, interest rate of 13.5%		—			171,708
Capital leases payable with various monthly payments plus interest at rates ranging from 5.7% to 9.1%, due at various maturity dates through December 2013		20,701			28,718

		592,663			549,059
Less current portion		(9,216	)		(13,961	)

	$	583,447		$	535,098

In connection with the 2008 merger, the Company terminated all commitments under the previous senior credit facility and repaid all outstanding borrowings under the previous senior credit facility and paid any accrued and unpaid interest. The Senior Credit Facility (Senior Credit Facility) consists of a $347.0 million six-year senior secured term loan facility, and a $60.0 million five-year senior secured revolving credit facility. At the closing of the merger, the Company borrowed $307.0 million under the senior secured term loan facility, utilized $3.1 million of its senior secured revolving credit facility and obtained a $175.0 million senior subordinated interim loan agreement. The Company incurred expenses of approximately $3.7 million for early extinguishment of debt relating to the termination of certain capital lease obligations, termination of its interest rate swap agreement and the write-off of deferred financings costs relating to the extinguishment of the previous senior secured credit facility. On March 25, 2008, the Company issued $175.0 million senior subordinated notes due 2015 at 13.5% interest rate and repaid the $175.0 million senior subordinated interim loan agreement including any accrued and unpaid interest.

The Term B portion of the Senior Credit Facility (Term Loan B) initially bears interest either at LIBOR plus a spread of 425 basis points or a specified base rate plus a spread of 325 basis points and matures on February 21, 2014.

The Revolving Credit portion of the Senior Credit Facility (Revolver) will mature on February 21, 2013. The Revolver bears interest either at LIBOR plus a spread ranging from 350 to 425 basis points or a specified base rate plus a spread ranging from 250 to 325 basis points, with the exact spread determined upon the basis of the Company's leverage ratio, as defined. The Company is required to pay a quarterly unused commitment fee at a rate ranging from 37.5 to 50.0 basis points on the Revolver determined upon the basis of its leverage ratio, as defined.

The Senior Credit Facility is secured by a pledge of substantially all of the Company's tangible and intangible assets and includes a number of restrictive covenants including limitations on leverage, capital and acquisitions expenditures and a requirement to maintain a minimum ratio of cash flow to interest. Under the terms of the Company's Senior Credit Facility, borrowings under the Revolver are based on minimum incremental amounts of not less than $500,000 for Base rate loans and not less than $1,000,000 for LIBOR rate loans.

The Senior Credit Facility requires the Company to make mandatory prepayments of outstanding borrowings under certain circumstances. Mandatory prepayments include prepayments of the Term Loan B from proceeds from asset dispositions if not reinvested within a certain period of time and debt and equity issuances, limited to a percentage of the proceeds and/or an excess amount above a dollar threshold. The Company is required to prepay the Term Loan B based on certain excess cash flow requirements ranging from 25% to 50% based on the Company's leverage ratio. To date the Company has not been required to make such prepayments. The Senior Credit Facility also requires the Company to comply with various other covenants, including, but not limited to, restrictions on new indebtedness, the ability to merge or consolidate, asset sales, and dividends. At September 30, 2010, the Company is in compliance with all covenants.

interest only. The senior subordinated notes had similar or less restrictive covenants and were junior to the Senior Credit Facility for order of priority of debt repayment.

On April 1, 2010, the Company amended its Senior Credit Facility, to among other things, (i) under certain circumstances, allow the Company to issue permitted additional subordinated debt to fund certain future acquisitions; (ii) disregard, for purposes of calculating compliance with the financial covenants, certain provisions of "Generally Accepted Accounting Principles" (GAAP) that would require the Company to treat leased properties as owned by the Company; and (iii) provide for certain other modifications as set forth therein to permit the incurrence of additional indebtedness in connection with certain future acquisitions and the ability to make additional investments, subject to pro forma compliance with certain performance based incurrence covenants, and other restrictions.

On April 20, 2010, the Company issued $310.0 million in aggregate principal amount of 9⁷/8% senior subordinated notes due 2017 (the Offering) and repaid the existing $175.0 million in aggregate principal amount 13.5% senior subordinated notes due 2015, including accrued and unpaid interest and a call premium of approximately $5.3 million. The remaining proceeds from the Offering were used to pay down $74.8 million of the Term Loan B and $10.0 million of the Revolver. A portion of the proceeds of the Offering was placed in a restricted account pending application to finance certain acquisitions, including the acquisitions of a radiation treatment center and physician practices in South Carolina consummated on May 3, 2010. The Company incurred approximately $11.9 million in transaction fees and expenses, including legal, accounting and other fees and expenses associated with this offering, and the initial purchasers' discount of $1.9 million.

The Company incurred approximately $10.9 million in early extinguishment of debt as a result of the prepayment of the $175.0 million in senior subordinated notes, which included a call premium payment of approximately $5.3 million, the write-offs of $2.5 million in deferred financing costs and $3.1 million in original issue discount costs.

On April 22, 2010, affiliates of certain initial purchasers of the $310.0 million in aggregate principal amount 9⁷/8% senior subordinated notes due 2017 provided an additional $15.0 million of commitments to the Revolver, and increased the available commitment from $60.0 million to $75.0 million. The Company paid $2.0 million to Vestar Capital Partners V, L.P. for additional transaction advisory services in respect to the incremental amendments to the existing Senior Credit Facility, the additional $15.0 million of commitments to the revolver portion, and the complete refinancing of the senior subordinated notes.

On May 3, 2010, the Company further amended the Senior Credit Facility with respect to certain administrative matters, including permitting the Company to provide to the lenders thereunder, on a prospective basis, the consolidated financial statements of the parent company, Radiation Therapy Services Holdings, Inc., in lieu of those of the borrower, Radiation Therapy Services, Inc.

The Company is exposed to changes in interest rates as a result of its outstanding variable rate debt. To reduce the interest rate exposure, the Company entered into an interest rate swap agreement whereby the Company fixed the interest rate on approximately $290.6 million of its Term Loan B, effective as of June 30, 2008. The rate and maturity of the interest rate swap effective June 30, 2008 is 3.67% plus a margin and expires on March 31, 2012, respectively. The amount of the Term Loan B subject to the interest rate swap agreements will periodically be reduced to $116.0 million by the end of the term.

The swap is a derivative and is accounted for under ASC 815, "Derivatives and Hedging" (ASC 815). The fair value of the swap agreement, representing the estimated amount that the Company would pay to a third party assuming the Company's obligations under the interest rate swap agreement terminated at September 30, 2010 and December 31, 2009, was approximately $6.3 million and $7.7 million, respectively. The estimated fair value of our interest rate swap was determined using the income approach that considers various inputs and assumptions, including LIBOR swap rates, cash flow activity, yield curves and other relevant economic measures, all of which are observable market inputs that are classified under Level 2 of the fair value hierarchy. The fair value also incorporates valuation adjustments for credit risk.

Since the Company has the ability to elect different interest rates on the debt at each reset date, and the Senior Credit Facility contains certain prepayment provisions, the hedging relationship does not qualify for use of the shortcut method under ASC 815. Therefore, the effectiveness of the hedge relationships is being assessed on a quarterly basis during the life of the hedge through regression analysis. The entire change in fair market value is recorded in equity, net of tax, as other comprehensive income (loss).

The Company leases certain of its treatment centers ("facility") and other properties from partnerships which are majority-owned by related parties ("related party lessor"). The related party lessor constructs the facilities in accordance with the Company's plans and specifications and subsequently leases the Facility to the Company. Due to the related party relationship, the Company is considered the owner of the facility during the construction period pursuant to the provisions of ASC 840-40 "Sale-Leaseback Transactions" (ASC 840-40). In accordance with ASC 840-40, the Company records a construction in progress asset for the facility with an offsetting finance obligation during the construction period. Certain related parties guarantee the debt of the related party lessor, which is considered to be continuing involvement pursuant to ASC 840-40. Accordingly, these leases did not qualify as a normal sale-leaseback at the time that construction was completed and the facility is leased to the Company. As a result, the costs to construct the facilities and the related finance obligation are recorded on the Company's consolidated balance sheets when construction was completed. The construction costs are included in real estate subject to finance obligation in the accompanying consolidated balance sheets. The finance obligation is amortized over the lease term based on the payments designated in the lease agreements with a portion of the payment representing a free ground lease recorded in rent expense. The assets classified as real estate subject to finance obligation are amortized on a straight line basis over their useful lives.

As of March 31, 2010, the related party lessors completed the refinancing of certain of their respective mortgages to remove the personal guarantees of the debt related thereto. As a result, of the refinancing of the landlords' mortgages on these respective properties the Company derecognized approximately $64.8 million in real estate subject to finance obligation, $67.7 million in finance obligation and recorded approximately $2.9 million of deferred gains that will be amortized as a reduction of rent expense over 15 years. In addition, the Company entered into a new master lease arrangement with the related party lessors on 28 properties. The initial term of the master lease is 15 years with four 5 year renewal options. Annual payments, including executory costs, total

approximately $13.4 million pursuant to the master lease. The lease payments are scheduled to increase annually based on increases in the consumer price index.

Radiation Therapy Services, Inc.'s (RTS) payment obligations under the senior subordinated notes are guaranteed by Radiation Therapy Services Holdings, Inc. (Parent) and certain domestic subsidiaries of RTS (Subsidiary Guarantors and, collectively with Parent, the Guarantors). The consolidated joint ventures and professional corporations of the Company are non-guarantors. Such guarantees are full, unconditional and joint and several. The following supplemental financial information sets forth, on an unconsolidated basis, balance sheets, statements of operations, and statements of cash flows information for Parent, the Subsidiary Guarantors and the non-guarantor subsidiaries. The supplemental financial information reflects the investment of Parent and RTS using the equity method of accounting.

		Parent			RTS		Subsidiary Guarantors			Subsidiary Non-Guarantors		Eliminations			Consolidated

ASSETS
Current assets:
	Cash and cash equivalents	$	129		$	4,343	$	10,002		$	6,053	$	—		$	20,527
	Accounts receivable, net		—			—		43,669			21,379		—			65,048
	Intercompany receivables		—			—		62,543			—		(62,543	)		—
	Income taxes receivable		—			17,367		(17,170	)		730		—			927
	Prepaid expenses		—			17		5,675			498		—			6,190
	Inventories		—			—		1,458			17		—			1,475
	Deferred income taxes		—			7,446		1,213			—		—			8,659
	Other		4			—		4,460			25		—			4,489

Total current assets			133			29,173		111,850			28,702		(62,543	)		107,315
Equity investments in joint ventures			598,204			1,099,629		44,800			—		(1,723,100	)		19,533
Property and equipment, net			—			—		215,185			23,300		—			238,485
Real estate subject to finance obligation			—			—		7,203			—		—			7,203
Goodwill			—			120,523		723,749			12,126		—			856,398
Intangible assets, net			—			12,978		73,293			478		—			86,749
Other assets			—			17,022		8,365			8,411		—			33,798
Intercompany note receivable			—			30		—			—		(30	)		—

Total assets		$	598,337		$	1,279,355	$	1,184,445		$	73,017	$	(1,785,673	)	$	1,349,481

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable	$	—		$	—	$	11,707		$	2,991	$	—		$	14,698
	Intercompany payables		109			50,638		—			11,736		(62,483	)		—
	Accrued expenses		—			13,690		29,736			3,136		—			46,562
	Current portion of long-term debt		—			—		9,216			—		—			9,216
	Current portion of finance obligation		—			—		51			—		—			51
	Other current liabilities		—			—		197			—		—			197

Total current liabilities			109			64,328		50,907			17,863		(62,483	)		70,724
Long-term debt, less current portion			—			571,962		11,485			—		—			583,447
Finance obligation, less current portion			—			—		7,544			—		—			7,544
Other long-term liabilities			—			6,291		9,691			934		—			16,916
Deferred income taxes			(79	)		38,570		14,457			—		—			52,948
Intercompany note payable			—			—		—			30		(30	)		—

Total liabilities			30			681,151		94,084			18,827		(62,513	)		731,579
Noncontrolling interests—redeemable			—			—		—			—		7,547			7,547
Total Radiation Therapy Services Holdings, Inc. shareholder's equity			598,307			598,204		1,090,361			54,190		(1,742,755	)		598,307
Noncontrolling interests—nonredeemable			—			—		—			—		12,048			12,048

Total equity			598,307			598,204		1,090,361			54,190		(1,730,707	)		610,355

Total liabilities and equity		$	598,337		$	1,279,355	$	1,184,445		$	73,017	$	(1,785,673	)	$	1,349,481

CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010

	Parent			RTS			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated

Revenues:
Net patient service revenue	$	—		$	—		$	291,961	$	108,626		$	—		$	400,587
Other revenue		—			—			4,519		650			—			5,169
Income from equity investment		(11,578	)		30,914			3,105		—			(21,757	)		684
Intercompany revenue		—			579			62,513		—			(63,092	)		—

Total revenues		(11,578	)		31,493			362,098		109,276			(84,849	)		406,440
Expenses:
Salaries and benefits		769			—			177,699		27,507			—			205,975
Medical supplies		—			—			29,788		1,724			—			31,512
Facility rent expenses		—			—			17,931		2,024			—			19,955
Other operating expenses		—			—			17,796		2,337			—			20,133
General and administrative expenses		1			1,804			41,933		2,700			—			46,438
Depreciation and amortization		—			—			31,645		2,588			—			34,233
Provision for doubtful accounts		—			—			5,418		2,969			—			8,387
Interest expense, net		(6	)		41,510			3,418		(319	)		—			44,603
Loss on sale of assets of a radiation treatment center		—			—			1,903		—			—			1,903
Early extinguishment of debt		—			10,947			—		—			—			10,947
Intercompany expenses		—			—			—		63,092			(63,092	)		—

Total expenses		764			54,261			327,531		104,622			(63,092	)		424,086

(Loss) income before income taxes		(12,342	)		(22,768	)		34,567		4,654			(21,757	)		(17,646	)
Income tax (benefit) expense		—			(10,327	)		4,195		(16	)		—			(6,148	)

Net (loss) income		(12,342	)		(12,441	)		30,372		4,670			(21,757	)		(11,498	)
Net income attributable to noncontrolling interests—redeemable and non-redeemable		—			—			—		—			(1,657	)		(1,657	)

Net (loss) income attributable to Radiation Therapy Services Holdings, Inc. shareholder	$	(12,342	)	$	(12,441	)	$	30,372	$	4,670		$	(23,414	)	$	(13,155	)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010

			Parent			RTS			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated

Cash flows from operating activities
Net (loss) income			$	(12,342	)	$	(12,441	)	$	30,372		$	4,670		$	(21,757	)	$	(11,498	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
	Depreciation			—			—			25,872			2,539			—			28,411
	Amortization			—			—			5,773			49			—			5,822
	Deferred rent expense			—			—			550			216			—			766
	Deferred income tax provision			—			1,990			(8,140	)		—			—			(6,150	)
	Stock-based compensation			769			—			—			—			—			769
	Provision for doubtful accounts			—			—			5,418			2,969			—			8,387
	Loss on the sale of property and equipment			—			—			583			—			—			583
	Loss on sale of assets of a radiation treatment center			—			—			1,903			—			—			1,903
	Write off of pro-rata debt discount			—			494			—			—			—			494
	Write off of loan costs			—			1,593			—			—			—			1,593
	Early Extinguishment of debt			—			10,947			—			—			—			10,947
	Amortization of debt discount			—			609			—			—			—			609
	Amortization of loan costs			—			2,373			—			—			—			2,373
	Equity interest in net earnings of joint ventures			11,578			(30,914	)		(3,105	)		—			21,757			(684	)
	Changes in operating assets and liabilities:
		Accounts receivable		—			—			(12,968	)		(2,219	)		—			(15,187	)
		Income taxes receivable		—			(12,167	)		11,943			(220	)		—			(444	)
		Inventories		—			—			53			3			—			56
		Prepaid expenses		—			27			4,597			65			—			4,689
		Intercompany payable / receivable		—			(4,679	)		5,633			(954	)		—			—
		Accounts payable		—			(245	)		1,292			(389	)		—			658
		Accrued expenses		—			2,829			6,962			(154	)		5			9,642

Net cash provided by (used in) operating activities				5			(39,584	)		76,738			6,575			5			43,739
Cash flows from investing activities
Purchases of property and equipment				—			—			(37,201	)		(515	)		—			(37,716	)
Acquisition of radiation centers				—			—			(34,974	)		—			—			(34,974	)
Proceeds from the sale of property and equipment				—			—			1,399			—			—			1,399
Repayments from (loans to) employees				—			—			420			—			—			420
Intercompany notes to / from affiliates				—			470			—			(470	)		—			—
Contribution of capital to joint venture entities				—			—			(2,984	)		—			—			(2,984	)
Proceeds from sale of equity interest in joint venture				—			—			300			308			(608	)		—
Distributions received from joint venture				—			871			2,704			—			(3,511	)		64
Change in other assets and other liabilities				3			(1,987	)		(868	)		17			(5	)		(2,840	)

Net cash provided by (used in) investing activities				3			(646	)		(71,204	)		(660	)		(4,124	)		(76,631	)
Cash flows from financing activities
Proceeds from issuance of debt (net of original issue discount of $1,950)				—			308,050			—			—			—			308,050
Principal repayments of debt				—			(260,668	)		(8,089	)		—			—			(268,757	)
Repayments of finance obligation				—						(290	)		—			—			(290	)
Payment of call premium on senior subordinated notes				—			(5,250	)		—			—			—			(5,250	)
Proceeds from equity contribution				6			—			—			—			—			6
Payments of notes receivable from shareholder				50			—			—			—			—			50
Proceeds from issuance of noncontrolling interest				—			—			—			—			608			608
Cash distributions to noncontrolling interest holders—redeemable and non-redeemable				—			—			—			—			(2,069	)		(2,069	)
Deconsolidation of noncontrolling interest				—			—			—			(14	)		—			(14	)
Payments of loan costs				—			(11,873	)		—			—			—			(11,873	)
Cash distributions to shareholders				—			—			—			(5,580	)		5,580			—

Net cash provided by (used in) financing activities				56			30,259			(8,379	)		(5,594	)		4,119			20,461

Net increase (decrease) in cash and cash equivalents				64			(9,971	)		(2,845	)		321			—			(12,431	)
Cash and cash equivalents, beginning of period				65			14,314			12,847			5,732			—			32,958

Cash and cash equivalents, end of period			$	129		$	4,343		$	10,002		$	6,053		$	—		$	20,527

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

		Parent			RTS		Subsidiary Guarantors			Subsidiary Non-Guarantors		Eliminations			Consolidated

ASSETS
Current assets:
	Cash and cash equivalents	$	65		$	14,314	$	12,847		$	5,732	$	—		$	32,958
	Accounts receivable, net		—			—		35,807			22,208		—			58,015
	Intercompany receivables		—			—		34,432			—		(34,432	)		—
	Income taxes receivable		—			5,200		(5,227	)		510		—			483
	Prepaid expenses		—			44		7,160			353		—			7,557
	Inventories		—			—		1,416			20		—			1,436
	Deferred income taxes		—			7,445		1,214			—		—			8,659
	Other		7			5		6,097			49		(5	)		6,153

Total current assets			72			27,008		93,746			28,872		(34,437	)		115,261
Equity investments in joint ventures			610,256			1,027,225		41,949			—		(1,660,767	)		18,663
Property and equipment, net			—			—		203,326			22,453		—			225,779
Real estate subject to finance obligation			—			—		74,248			—		—			74,248
Goodwill			—			128,711		685,617			12,313		—			826,641
Intangible assets, net			—			13,881		77,863			527		—			92,271
Other assets			—			11,675		6,433			8,254		—			26,362
Intercompany note receivable			—			500		—			—		(500	)		—

Total assets		$	610,328		$	1,209,000	$	1,183,182		$	72,419	$	(1,695,704	)	$	1,379,225

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable	$	—		$	245	$	9,772		$	3,078	$	—		$	13,095
	Intercompany payables		109			21,564		—			12,679		(34,352	)		—
	Accrued expenses		—			10,861		20,918			3,333		(5	)		35,107
	Current portion of long-term debt		—			3,470		10,491			—		—			13,961
	Current portion of finance obligation		—			—		1,128			—		—			1,128
	Other current liabilities		—			2,000		—			—		—			2,000

Total current liabilities			109			38,140		42,309			19,090		(34,357	)		65,291
Long-term debt, less current portion			—			516,871		18,227			—		—			535,098
Finance obligation, less current portion			—			—		76,102			—		—			76,102
Other long-term liabilities			—			7,695		6,269			912		—			14,876
Deferred income taxes			(79	)		36,038		22,598			—		—			58,557
Intercompany note payable			—			—		—			500		(500	)		—

Total liabilities			30			598,744		165,505			20,502		(34,857	)		749,924
Noncontrolling interests—redeemable			—			—		—			—		7,294			7,294
Total Radiation Therapy Services Holdings, Inc. shareholder's equity			610,298			610,256		1,017,677			51,917		(1,679,850	)		610,298
Noncontrolling interests—nonredeemable			—			—		—			—		11,709			11,709

Total equity			610,298			610,256		1,017,677			51,917		(1,668,141	)		622,007

Total liabilities and equity		$	610,328		$	1,209,000	$	1,183,182		$	72,419	$	(1,695,704	)	$	1,379,225

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2009

	Parent			RTS			Subsidiary Guarantors		Subsidiary Non-Guarantors			Eliminations			Consolidated

Revenues:
Net patient service revenue	$	—		$	—		$	280,746	$	110,162		$	—		$	390,908
Other revenue		—			—			3,436		862			—			4,298
Income from equity investment		(3,440	)		26,117			3,365		—			(25,048	)		994
Intercompany revenue		—			604			64,634		—			(65,238	)		—

Total revenues		(3,440	)		26,721			352,181		111,024			(90,286	)		396,200
Expenses:
Salaries and benefits		718			—			166,352		29,500			—			196,570
Medical supplies		—			—			33,825		1,076			—			34,901
Facility rent expenses		—			—			15,126		1,513			—			16,639
Other operating expenses		—			—			16,052		2,353			—			18,405
General and administrative expenses		2			778			38,563		2,426			—			41,769
Depreciation and amortization		—			—			32,181		2,061			—			34,242
Provision for doubtful accounts		—			—			8,211		3,685			—			11,896
Interest expense, net		(8	)		40,679			6,674		(252	)		—			47,093
Intercompany expenses		—			—			—		65,238			(65,238	)		—

Total expenses		712			41,457			316,984		107,600			(65,238	)		401,515

(Loss) income before income taxes		(4,152	)		(14,736	)		35,197		3,424			(25,048	)		(5,315	)
Income tax (expense) benefit		—			(10,089	)		9,183		(252	)		—			(1,158	)

Net (loss) income		(4,152	)		(4,647	)		26,014		3,676			(25,048	)		(4,157	)
Net income attributable to noncontrolling interests—redeemable and non-redeemable		—			—			—		—			(1,202	)		(1,202	)

Net (loss) income attributable to Radiation Therapy Services Holdings, Inc. shareholder	$	(4,152	)	$	(4,647	)	$	26,014	$	3,676		$	(26,250	)	$	(5,359	)

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2009

			Parent			RTS			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated

Cash flows from operating activities
Net (loss) income			$	(4,152	)	$	(4,647	)	$	26,014		$	3,676		$	(25,048	)	$	(4,157	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation			—			—			21,386			1,922			—			23,308
	Amortization			—			—			10,795			139			—			10,934
	Deferred rent expense			—			—			1,655			853			—			2,508
	Deferred income tax provision			—			4,555			4,877			—			—			9,432
	Stock-based compensation			718			—			—			—			—			718
	Provision for doubtful accounts			—			—			8,211			3,685			—			11,896
	Loss on the sale of property and equipment			—			—			1,084			(5	)		—			1,079
	Write-off of acquisition-related costs			—			—			812			—			—			812
	Amortization of debt discount			—			906			—			—			—			906
	Amortization of loan costs			—			2,141			—			—			—			2,141
	Equity interest in net earnings of joint ventures			3,440			(26,117	)		(3,365	)		—			25,048			(994	)
	Changes in operating assets and liabilities:
		Accounts receivable		—			—			(3,777	)		(3,590	)		—			(7,367	)
		Income taxes receivable		—			(10,575	)		2,611			(477	)		—			(8,441	)
		Inventories		—			—			(45	)		(9	)		—			(54	)
		Prepaid expenses		—			36			3,556			94			—			3,686
		Intercompany payable / receivable		—			34,534			(35,539	)		1,005			—			—
		Accounts payable		—			(53	)		1,308			(1,494	)		—			(239	)
		Accrued expenses		—			(5,824	)		899			2,052			(5	)		(2,878	)

Net cash provided by (used in) operating activities				6			(5,044	)		40,482			7,851			(5	)		43,290
Cash flows from investing activities
Purchases of property and equipment				—			—			(31,051	)		(1,391	)		—			(32,442	)
Acquisition of radiation centers				—			—			(2,449	)		—			—			(2,449	)
Restricted cash associated with earn-out provisions of acquisitions				—			—			2,269			—			—			2,269
Purchase of joint venture interests				—			—			(13,518	)		—			—			(13,518	)
Proceeds from the sale of property and equipment				—			—			23			105			—			128
Repayments from (loans to) employees				—			—			269			(23	)		—			246
Contribution of capital to joint venture entities				—			—			(2,386	)		—			—			(2,386	)
Proceeds from sale of equity interest in joint venture				—			—			250			—			(250	)		—
Distributions received from joint venture				—			1,005			2,618			—			(3,623	)		—
Change in other assets and other liabilities				4			(1,998	)		(1,513	)		(10	)		5			(3,512	)

Net cash provided by (used in) investing activities				4			(993	)		(45,488	)		(1,319	)		(3,868	)		(51,664	)
Cash flows from financing activities
Principal repayments of debt				—			(2,846	)		(8,235	)		—			—			(11,081	)
Repayments of finance obligation				—			—			(960	)		—			—			(960	)
Payments of notes receivable from shareholder				25			—			—			—			—			25
Proceeds from issuance of noncontrolling interest				—			—			—			—			250			250
Cash distributions to noncontrolling interest holders—redeemable and non-redeemable				—			—			—			—			(1,843	)		(1,843	)
Cash distributions to shareholders				—			—			—			(5,466	)		5,466			—

Net cash provided by (used in) financing activities				25			(2,846	)		(9,195	)		(5,466	)		3,873			(13,609	)

Net increase (decrease) in cash and cash equivalents				35			(8,883	)		(14,201	)		1,066			—			(21,983	)
Cash and cash equivalents, beginning of period				5			23,603			21,361			4,199			—			49,168

Cash and cash equivalents, end of period			$	40		$	14,720		$	7,160		$	5,265			—		$	27,185

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

The Company currently maintains a 33% interest in Medical Developers, LLC, a joint venture which manages 25 radiation therapy treatment centers in South America, Central America and the Caribbean . The centers are located in Argentina, Mexico, Costa Rica, Dominican Republic, Guatemala, El Salvador and Bolivia. The Company holds an option to purchase all of the equity interests held by the Medical Developer, LLC's joint venture partners over a 4 year period from the date of its investment. Were the Company to exercise the purchase option, the Company's share in the earnings and losses of Medical Developers, LLC would increase and the Company may be required to consolidate the Medical Developers, LLC in the consolidated financial statements.

At September 30, 2010 and December 31, 2009, the Company's investment in Medical Developers, LLC was approximately $14.2 million and $13.1 million, respectively. The Company's equity in the earnings of Medical Developers, LLC for the nine months ended September 30, 2010 and 2009 was approximately $1.6 million and $1.3 million, respectively, which is recorded in other revenue in the accompanying condensed consolidated statements of operations and comprehensive loss.

In 2010, the Company provided medical equipment and parts inventory to Medical Developers, LLC in the amount of approximately $409,000. As of September 30, 2010, amounts due from the sale of the equipment, including accrued interest were approximately $420,000. In connection with the proposed acquisition of Medical Developers, LLC, the Company is required to advance $500,000 for the purchase and implementation of a new accounting software system. As of September 30, 2010, the Company had advanced approximately $334,000. Amounts due to the Company for declared dividends were approximately $312,000 at September 30, 2010.

The Company is involved in certain legal actions and claims arising in the ordinary course of its business. The Company does not believe that an adverse decision in any of these matters would have a material adverse effect on its consolidated financial position, results of operations or cash flow.

On September 16, 2010, the Company was served with a civil complaint that was filed against the Company in the United States District Court for the Southern District of New York by TPTCC NY, Inc., The Proton Institute of NY, LLC and NY Medscan LLC. The complaint alleges, among other things, that in connection with a failed business venture between plaintiffs and the Company to provide proton beam therapy (PBT) services in New York City, the Company, certain of its subsidiaries and Norton Travis, the Company's general counsel, misappropriated confidential information and trade

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

secrets of the plaintiffs and conspired in restraint of trade, engaged in unfair competition, and conspired to fix prices in seeking to establish a PBT services business in New York City. The plaintiffs seek to recover at least $350 million in damages, plus punitive damages of up to three times the amount of damages awarded. The Company intends to vigorously defend this suit. In the opinion of the Company's management, the case is without merit.

The Company accrued approximately $5.4 million of revenue for additional reimbursement from CMS. The Tax Relief and Health Care Act of 2006 required the establishment of a physician quality reporting system, including an incentive payment for eligible professionals who satisfactorily report data on quality measures for covered professional services furnished to Medicare beneficiaries. The program under the Medicare system is known as the Physician Quality Reporting Initiative ("PQRI"). The Company received a number of payments in October 2010 from CMS for the 2009 claims and data submitted for the PQRI program and expects to receive approximately $3.2 million relating to the 2009 PQRI program and approximately $2.2 million for the first nine months of the 2010 PQRI program.

No other events have transpired that would impact the financial statements as of September 30, 2010. The Company performed its review through November 9, 2010, the date of the issuance of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 to its bondholders.

In our opinion, the accompanying balance sheets and the related statements of income and retained earnings and cash flows present fairly, in all material respects, the financial position of Carolina Regional Cancer Center (the "Center") at December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Center's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

			2009		2008

Assets
Current assets
	Cash		$	1,147,419	$	826,665
	Patient accounts receivable, net of allowance for uncollectible accounts of approximately $2,819,527 and $2,411,990 at December 31, 2009 and 2008			4,141,322		4,961,566
	Other current assets			255,966		102,537

		Total current assets		5,544,707		5,890,768
Furniture, fixtures and equipment, net				2,490,239		3,381,100
Deposits and other assets				14,587		7,308
Goodwill				1,181,902		1,181,902

		Total assets	$	9,231,435	$	10,461,078

Liabilities and Stockholders' Equity
Current liabilities
	Accounts payable		$	269,086	$	256,738
	Accrued expenses			232,854		232,128
	Note payable			2,357,144		2,785,715

		Total current liabilities		2,859,084		3,274,581

Stockholders' equity
	Common stock, $1 par value; 1,000 shares authorized, 1,000 shares issued and outstanding at December 31, 2009 and 2008			1,000		1,000
	Retained earnings			6,371,351		7,185,497

		Total stockholders' equity		6,372,351		7,186,497

		Total liabilities and stockholders' equity	$	9,231,435	$	10,461,078

CAROLINA REGIONAL CANCER CENTER

STATEMENTS OF INCOME AND RETAINED EARNINGS

YEARS ENDED DECEMBER 31, 2009 AND 2008

CAROLINA REGIONAL CANCER CENTER

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2009 AND 2008

				2009			2008

Cash flows from operating activities
Net income				$	4,635,854		$	3,709,184
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation				931,524			705,632
	Provision for bad debts				450,647			71,545
	Gain on sale of fixed assets				—			(65,614	)
	Changes in operating assets and liabilities
		Patient receivables			369,597			1,704,118
		Deposits and other assets			(157,738	)		(105,649	)
		Accounts payable and accrued liabilities			13,075			91,442

			Net cash provided by operating activities		6,242,959			6,110,658

Cash flows from investing activities
Purchases of furniture, fixtures and equipment					(40,663	)		(2,925,804	)
Proceeds received from sale of fixed asset					—			90,000
Deposits for furniture, fixtures and equipment					(2,970	)		—

			Net cash used in investing activities		(43,633	)		(2,835,804	)

Cash flows from financing activities
Proceeds from notes payable					900,000			4,000,000
Repayments on notes payable					(1,328,572	)		(1,214,285	)
Cash distributions to stockholders					(5,450,000	)		(6,000,000	)

			Net cash used in financing activities		(5,878,572	)		(3,214,285	)

			Net increase in cash		320,754			60,569
Cash
Beginning of year					826,665			766,096

End of year				$	1,147,419		$	826,665
Supplemental cash flow information
Interest paid				$	118,764		$	97,810
Supplemental schedule of noncash investing activities
Deposit applied to purchase of furniture, fixtures and equipment					—			285,000

CAROLINA REGIONAL CANCER CENTER

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

Carolina Regional Cancer Center (the "Center") provides radiation therapy services to patients in Myrtle Beach, South Carolina and surrounding areas. The Center is jointly owned by R. Steven Bass, M.D., who owns a 75% interest in the Center, Todd Williams, M.D., who owns a 15% interest in the Center, and Paul G. Goetowski, M.D., who owns a 10% interest in the Center as of December 31, 2009 and 2008.

The Center considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Center maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Center has not experienced any losses in such accounts. The Center believes it is not exposed to any significant credit risk on cash.

The Center estimates an allowance for doubtful accounts based on historical collection trends, the age of accounts outstanding, current economic conditions and regulatory changes. Actual results could differ from these estimates.

Furniture, fixtures and equipment are recorded at cost less accumulated depreciation. Depreciation is recorded using the double-declining balance method or straight-line method over the estimated useful lives of the assets, which range from 3 to 39 years. Expenditures for replacements and improvements are capitalized. Maintenance and repairs are charged to operating expenses as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to operating income.

Goodwill and other intangibles acquired in business combinations that have indefinite lives are not amortized and are reviewed for impairment annually based on an assessment of fair value of the Center. Fair value of the Center is assessed as a single reporting unit utilizing cash flow projections and market multiples.

The stockholders of the Center have elected Subchapter S Corporation status under the Internal Revenue Code, so that no tax provision is recorded by the Center. Instead, the stockholders are taxed on their taxable income from the Center.

The Center recognizes revenue for services performed when the services are rendered. The Center has agreements with Medicare, Medicaid and other health insurers, which provide for payments to the Center at amounts different from its established rates. Medicare, Medicaid and other participating health insurers pay for services rendered at specified rates per service type, as defined by regulations or contracts.

Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered, including estimated adjustments under reimbursement agreements with third-party payors.

The Center periodically renders services free of charge, or at discounted rates, to certain individuals who are unable to otherwise pay for the services. Because the Center does not pursue collection of amounts determined to qualify for charity care, they are not reported as revenue. The amount of charity care provided for the years ended December 31, 2009 and 2008 was $229,887 and $152,825, respectively. Charity care provided is measured at the Center's established rates.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant management estimate is the allowance for uncollectible accounts.

The Center provides services primarily to the residents of Myrtle Beach, South Carolina and surrounding areas without collateral or other proof of ability to pay. Concentrations of credit risk with respect to patient accounts receivable are limited due to the large number of patients served. Receivables from Medicare and Medicaid patients represent approximately 18% and 25% of patient accounts receivable at December 31, 2009 and 2008, respectively. An allowance for uncollectible accounts is provided in an amount equal to the estimated losses to be incurred in collection of the receivable.

Certain amounts in the 2008 financial statements have been reclassified to conform to the current year presentation with no effect on net income or stockholders' equity.

ASC 105-10, Generally Accepted Accounting Principles—Overall ("ASC 105-10") (formerly included under Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162 ("Statement No. 168")) establishes a single source of authoritative generally accepted accounting principles ("GAAP") recognized by the Financial Accounting Standards Board ("FASB") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105-10 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company implemented ASC 105-10 as of April 1, 2009. The implementation of ASC105-10 did not impact the Company's financial position or results of operations, however conforming presentation changes have been made where GAAP authoritative guidance is cited through the financial statements.

ASC 855-10, Subsequent Events—Overall ("ASC 855-10") (formally included under Statement of Financial Accounting Standards No. 165, Subsequent Events ("Statement No. 165")) is consistent with current auditing standards in defining a subsequent event. The standard provides for disclosures regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855-10 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This standard is effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company has implemented ASC 855-10 as of December 31, 2009

In January 2010, the FASB issued ASC Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements ("ASC Update No. 2010-06"). This update amends Subtopic 820-10, Fair Value Measurements and Disclosures—Overall and provides further guidance on fair value disclosures by requiring new disclosures related to: (i) transfers in and out of level 1 and 2 and the reasons for the transfers, and (ii) activity in level 3 fair value measurements including purchases, sales, issuance, and settlements. This update also further clarified outstanding guidance related to: (i) level of disaggregation for each class of assets and liabilities required for disclosure, and (ii) disclosures about inputs and valuation techniques are required for fiscal years beginning after December 15, 2010. The Company does not expect that the implementation of ASC Update No. 2010-06 will have a material effect on its financial position or results of operations.

The Center provides radiation therapy treatments to patients which may extend over two to three months with multiple treatments. Revenue is recognized as treatments are performed. Billed receivables represent invoices rendered to patients and/or third party payors following the completion of the therapy session. Subsequently billed receivables as of December 31, 2009 and 2008 were determined

based on actual invoices rendered to patients and/or third party payors subsequent to December 31, 2009 and 2008 for services performed prior to those dates.

On June 20, 2008, the Center entered into a loan agreement with a bank to borrow $3,000,000 at an interest rate of LIBOR Market Index Rate plus 1.65%. On June 19, 2009, the interest rate on the Note was amended to the greater of LIBOR Market Index Rate plus 2.30% or a Floor Rate of 5.00%. Accordingly, fair value of the note payable is considered to approximate fair value. The interest rate at December 31, 2009 was 5.00%. The arrangement requires the Center to make monthly payments of $35,714 plus interest. The balance outstanding at December 31, 2009 and December 31, 2008 was $2,357,144, and $2,785,715, respectively. All personal property held by the Center is pledged as collateral under the arrangement (Note 9).

The Center has a defined contribution 401(k) profit-sharing plan for qualified employees. The Center makes a discretionary contribution to match employee contributions into the plan. During 2009 and 2008, the Center matched 100% of employee contributions up to 4% of the employees' salaries. The Center also makes a discretionary profit-sharing contribution into the plan. The Center recognized $361,124 and $357,819 of expense related to this plan during the years ended December 31, 2009 and 2008, respectively.

The health care industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government health care program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity continues with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers.

Violations of these laws and regulations could result in expulsion from government health care programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Center is in compliance with fraud and abuse as well as other applicable government laws and regulations.

The Center leases land and building under agreements classified as operating leases. One such lease agreement is with a stockholder of the Center (Note 8). Total rent expense charged to operations related to these operating leases was $437,380 and $359,527 for the years ended December 31, 2009 and 2008, respectively.

As of December 31, 2009, future minimum lease payments under operating lease agreements are as follows:

The land and building occupied by the Center is owned by a stockholder of the Center and leased to the Center under an operating lease. Total rent expense charged to operations related to this lease was $390,000 for the year ended December 31, 2009 and $315,000 for the year ended December 31, 2008. In January 2005, the Center renewed its lease for an additional five year term that expires in December 2009, but is renewable for three additional five year terms. This lease was renewed in November of 2009 for an additional five-year term with expected annual payments of $441,721.

The Center periodically enters into loan arrangements with a stockholder to borrow cash for operations. There were no outstanding loans to this stockholder as of December 31, 2009 and 2008.

Carolina Regional Cancer Center was acquired by 21^st Century Oncology of South Carolina, LLC, effective May 3, 2010. 21^st Century Oncology of South Carolina, LLC is a wholly-owned subsidiary of Radiation Therapy Services, Inc., who is a wholly-owned subsidiary of Radiation Therapy Services

Holdings, Inc. Subsequent to this acquisition, the Center's tax status was changed from a subchapter S corporation status to a limited liability company status.

On May 3, 2010, the existing balance on the original $3,000,000 loan agreement (Note 5) was repaid in full.

On January 29, 2010, the Center entered into an agreement with a stockholder to borrow $900,000 at an interest rate of 6.00% annually on the unpaid balance. The arrangement was due on demand and repaid in full on March 26, 2010.

The Center evaluated transactions occurring after December 31, 2009 in accordance with ASC 855, Subsequent Events, through July 21, 2010 which is the date the financial statements were made available for issuance.

			March 31, 2010		December 31, 2009

			(unaudited)
Assets
Current assets
	Cash		$	958,768	$	1,147,419
	Patient accounts receivable, net of allowance for uncollectible accounts			3,743,270		4,141,322
	Other current assets			260,093		255,966

		Total current assets		4,962,131		5,544,707
Furniture, fixtures and equipment, net				2,273,890		2,490,239
Deposits and other assets				11,299		14,587
Goodwill				1,181,902		1,181,902

		Total assets	$	8,429,222	$	9,231,435

Liabilities and Stockholders' Equity
Current liabilities
	Accounts payable		$	78,818	$	269,086
	Accrued expenses			229,627		232,854
	Note payable			2,250,001		2,357,144

		Total current liabilities		2,558,446		2,859,084

Stockholders' equity
	Common stock, $1 par value; 1,000 shares authorized, 1,000 shares issued and outstanding at March 31, 2010 and December 31, 2009			1,000		1,000
	Retained earnings			5,869,776		6,371,351

		Total stockholders' equity		5,870,776		6,372,351

		Total liabilities and stockholders' equity	$	8,429,222	$	9,231,435

CAROLINA REGIONAL CANCER CENTER

STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)

				Three Months Ended March 31,

				2010			2009
Cash flows from operating activities
Net income				$	898,425		$	1,255,783
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation				232,881			232,881
	Changes in operating assets and liabilities
		Patient receivables, net			398,052			(80,226	)
		Deposits and other assets			(839	)		(44,897	)
		Accounts payable and accrued liabilities			(193,496	)		(173,445	)

			Net cash provided by operating activities		1,335,023			1,190,096

Cash flows from investing activities
Purchases of furniture, fixtures and equipment					(16,532	)		(3,209	)

			Net cash used in investing activities		(16,532	)		(3,209	)

Cash flows from financing activities
Proceeds from notes payable					900,000			900,000
Repayments on notes payable					(1,007,143	)		(107,143	)
Cash distributions to stockholders					(1,400,000	)		(1,500,000	)

			Net cash used in financing activities		(1,507,143	)		(707,143	)

			Net increase in cash		(188,652	)		479,743
Cash
Beginning of period					1,147,420			826,665

End of period				$	958,768		$	1,306,408

Supplemental cash flow information
Interest paid				$	37,303		$	14,359

CAROLINA REGIONAL CANCER CENTER

NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. All adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature. Interim results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

Certain amounts in the 2009 financial statements have been reclassified to conform to the current period presentation with no effect on net income or stockholders' equity.

being misleading. This standard is effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company has implemented ASC 855-10 as of December 31, 2009.

On June 20, 2008, the Center entered into a loan agreement with a bank to borrow $3,000,000 at an interest rate of LIBOR Market Index Rate plus 1.65%. On June 19, 2009, the interest rate on the Note was amended to the greater of LIBOR Market Index Rate plus 2.30% or a Floor Rate of 5.00%. Accordingly, fair value of the note payable is considered to approximate fair value. The interest rate at December 31, 2009 was 5.00%. The arrangement requires the Center to make monthly payments of $35,714 plus interest. The balance outstanding at March 31, 2010 and December 31, 2009 was $2,250,001 and $2,357,144, respectively. All personal property held by the Center is pledged as collateral under the arrangement.

The Center leases land and building under agreements classified as operating leases. One such lease agreement is with a stockholder of the Center.

Carolina Regional Cancer Center was acquired by 21^st Century Oncology of South Carolina, LLC, effective May 3, 2010. 21^st Century Oncology of South Carolina, LLC is a wholly-owned subsidiary of

Radiation Therapy Services, Inc., who is a wholly-owned subsidiary of Radiation Therapy Services Holdings, Inc. Subsequent to this acquisition, the Center's tax status was changed from a subchapter S corporation status to a limited liability company status.

On May 3, 2010, the existing balance on the original $3,000,000 loan agreement (Note 5) was repaid in full.

The Center evaluated transactions occurring after March 31, 2010 in accordance with ASC 855, Subsequent Events, through November 19, 2010 which is the date the financial statements were made available for issuance

We have audited the accompanying consolidated balance sheets of Medical Developers, LLC and subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of operations and comprehensive income (loss), members' equity and comprehensive income (loss), and cash flows for the years ended December 31, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years ended December 31, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

		December 31,

		2009			2008
ASSETS
Current Assets
Cash and cash equivalents		$	3,733,897		$	3,485,032
Restricted cash			133,831			121,600
Accounts receivable, less allowances for doubtful accounts of $1,565,583 and $1,459,091 at December 31, 2009 and 2008, respectively			11,310,925			8,825,834
Prepaid expenses			217,025			259,257
Other receivables			909,493			594,345
Due from related parties			3,190,869			1,451,718
Other			51,325			2,042

	Total Current Assets		19,547,365			14,739,828

Non-Current Assets
Investments in unconsolidated affiliates			34,588			36,855
Deferred tax assets			633,746			87,198
Other receivables			16,106			6,332
Property and equipment, net			6,082,071			4,995,389
Goodwill			6,201,005			6,530,507
Other			94,300			62,141

	Total Non-Current Assets		13,061,816			11,718,422

	TOTAL ASSETS	$	32,609,181		$	26,458,250

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Accounts payable		$	2,025,228		$	1,603,669
Loans payable and current portion of long-term debt			318,710			606,207
Payroll and social security			1,382,200			857,547
Taxes payable			1,849,673			1,811,175
Deferred tax liabilities			159,525			—
Other liabilities			158,191			352,184
Due to related parties			4,634,332			2,128,654
Contingencies			522,445			479,861

	Total Current Liabilities		11,050,304			7,839,297

Non-Current Liabilities
Long-term debt, less current portion			463,540			382,605
Taxes payable			1,244			2,333
Other long-term liabilities			—			244,539
Contingencies			2,062,132			2,266,094

	Total Non-Current Liabilities		2,526,916			2,895,571

	TOTAL LIABILITIES		13,577,220			10,734,868

Commitments and contingencies (See Note 11)
MEMBERS' EQUITY
Membership equity			7,599,766			6,559,949
Accumulated other comprehensive income			(1,522,089	)		(786,501	)
Retained earnings			6,673,853			4,721,366

MEMBERS' EQUITY ATTRIBUTABLE TO MEDICAL DEVELOPERS, LLC			12,751,530			10,494,814
Noncontrolling interest—nonredeemable			6,280,431			5,228,568

	TOTAL MEMBERS' EQUITY		19,031,961			15,723,382

	TOTAL LIABILITIES AND MEMBERS' EQUITY	$	32,609,181		$	26,458,250

The accompanying notes are an integral part of these consolidated financial statements.

Medical Developers, LLC

Consolidated Statements of Operations and Comprehensive Income (Loss)

(in US Dollars)

			December 31,

			2009			2008
Revenue			$	39,605,220		$	35,524,918

Expenses
	Salaries and benefits			10,438,897			6,924,139
	Medical fees			3,994,384			3,414,332
	Laboratories services			1,701,201			2,212,335
	Medical supplies			1,531,881			1,312,719
	Other operating expenses			2,961,173			3,286,891
	Administration expenses			3,779,712			2,873,240
	Marketing expenses			1,995,824			2,226,711
	Facility rent expense			887,689			840,273
	Depreciation			667,259			646,687
	Provision for doubtful accounts			152,234			534,814
	Interest expense, net			215,937			228,769
	Equity in earnings in affiliates			(1,150	)		(5,633	)
	Other income and expenses, net			(362,354	)		(435,852	)

Total expenses				27,962,687			24,059,425

Income before income tax				11,642,533			11,465,493
Income tax				3,890,765			3,653,079

NET INCOME				7,751,768			7,812,414
Net income attributable to noncontrolling interest				3,288,209			3,249,268

NET INCOME ATTRIBUTABLE TO MEDICAL DEVELOPERS, LLC				4,463,559			4,563,146

Other comprehensive loss
		Foreign currency translation loss		735,588			568,171

Comprehensive income			$	3,727,971		$	3,994,975

The accompanying notes are an integral part of these consolidated financial statements.

Medical Developers, LLC

Consolidated Statements of Members' Equity and Comprehensive Income (Loss)

(in US Dollars)

	Members Equity

	Lisdey			Radiation Therapy Services		Retained earnings (losses)			Other Comprehensive Income			Noncontrolling Interest			Total Members' Equity
Balances as of December 31, 2007		6,686,975			—		581,025			(218,330	)		3,828,976			10,878,646
Capital contributions		1,179,845			—		—			—			—			1,179,845
Acquisition of entities under common control		(1,306,871	)		—		—			—			293,550			(1,013,321	)
Equity contributions in joint ventures		—			—		—			—			35,227			35,227
Foreign currency translation		—			—		—			(568,171	)		(276,285	)		(844,456	)
Dividends to noncontrolling.		—			—		—			—			(1,902,168	)		(1,902,168	)
Earn out—dividends to sellers		—			—		(422,805	)		—			—			(422,805	)
Net income		—			—		4,563,146			—			3,249,268			7,812,414

Balances as of December 31, 2008		6,559,949			—		4,721,366			(786,501	)		5,228,568			15,723,382
(Sale) / Purchase of equity members		(2,164,783	)		2,164,783		—			—			—			—
Equity contributions in joint ventures		696,677			343,140		—			—			757,808			1,797,625
Foreign currency translation		—			—		—			(735,588	)		(313,278	)		(1,048,866	)
Dividends to noncontrolling		—			—		—			—			(2,680,876	)		(2,680,876	)
Dividends paid		—			—		(910,750	)		—			—			(910,750	)
Earn out—dividends to sellers		—			—		(1,600,322	)		—			—			(1,600,322	)
Net income		—			—		4,463,559			—			3,288,209			7,751,768

Balances as of December 31, 2009		5,091,843			2,507,923		6,673,853			(1,522,089	)		6,280,431			19,031,961

The accompanying notes are an integral part of these consolidated financial statements.

		December 31,

		2009			2008
*Cash flows from operating activities*
Net income		$	7,751,768		$	7,812,414
Adjustments to reconcile net income to net cash provided by operating activities:
	Income tax		(387,023	)		(87,198	)
	Depreciation		667,259			646,687
	Gain on sale of fixed assets		(159,865	)		—
	Provision for doubtful accounts		152,234			534,814
	Contingencies		(166,801	)		(18,150	)
	Equity in earnings of subsidiaries		(1,150	)		(5,633	)
	Exchange gain/losses		172,027			92,564
Changes in assets and liabilities
	Accounts receivable		(3,459,349	)		(4,295,975	)
	Prepaid expenses		42,232			(108,477	)
	Other receivables		(324,922	)		(277,240	)
	Due from related parties		(1,506,451	)		(1,277,728	)
	Other assets		(81,442	)		82,528
	Accounts payable		564,612			490,745
	Taxes payable		37,409			297,701
	Payroll and social security charges		581,386			562,480
	Due to related parties		790,924			(401,918	)
	Other payables		(320,122	)		72,430

Net cash provided by operating activities			4,352,726			4,120,044

*Cash flows from investing activities*
Purchases of property and equipment			(2,026,226	)		(3,312,076	)
Proceeds from sale of equipment			283,079			—
Restricted cash			(12,231	)		(121,600	)
Proceeds from sale of equity radiation centers			—			823,063
Purchase of joint venture interest			—			(2,098,671	)

Net cash used in investing activities			(1,755,378	)		(4,709,284	)

*Cash flows from financing activities*
Loan payments			(596,877	)		(246,705	)
Proceeds from loans			451,112			654,376
Cash distributions to noncontrolling interest			(1,094,633	)		(1,532,395	)
Earn out—dividends to sellers			(1,347,568	)		(371,871	)
Dividends			(370,480	)		—
Proceeds from member contribution			684,875			374,000

Net cash used in financing activities			(2,273,571	)		(1,122,595	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(74,912	)		(66,030	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		$	248,865		$	(1,777,865	)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR			3,485,032			5,262,897

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		$	3,733,897		$	3,485,032

SUPPLEMENTAL CASH FLOW INFORMATION
Interest			215,000			30,700
Taxes			784,000			665,000

			999,000			695,700

Non cash investing and financing
Distribution and reinvested funds			540,270			—
Unpaid dividends			1,838,997			420,707
Capital contributions			120,970			805,845
Equity contributions in joint ventures			1,039,817			—

The accompanying notes are an integral part of these consolidated financial statements

Medical Developers, LLC

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008

(in US Dollars)

Medical Developers, LLC, a Florida limited liability company, is the majority owner and manages 25 radiation therapy treatment centers through 15 legal entities in South America, Central America, and the Caribbean (collectively the "Company") as follows:

Legal entity	Radiation therapy center	Location

VDT Centro Médico S.A.	VDT Centro Médico	Argentina
	Centro de Radioterapia Hospital Militar	Argentina
	Centro de Radioterapia Hospital Israelita	Argentina
	Centro de Radioterapia Hospital Austral	Argentina
	Centro Médico Avellaneda	Argentina
	VIDT Centro Médico Tucumán	Argentina
	Centro de Estudio y Tratamiento Oncológico	Argentina
Ceditrin Centro de Diagnóstico y Tratamiento Integral S.A.	Ceditrin Hospital Español	Argentina
CITO Centro de Interconsulta y Tratamiento Oncológico S.A.	CITO Terapia Radiante	Argentina
Instituto Médico Dean Funes S.A.	Centro Médico Dean Funes	Argentina
	Centro La Plata	Argentina
Centro de Oncología y Radioterapia de Mar del Plata S.A.	Centro Médico Guido Centro Médico Tandil	Argentina Argentina
	Centro Médico San Luis	Argentina
Centro de Radioterapia Siglo XXI S.A.	Centro de Radioterapia del Hospital Alemán	Argentina
Centro de Radiaciones de la Costa S.A.	Centro de Radioterapia Hospital Privado de la Comunidad	Argentina
Instituto Privado de Radioterapia Cuyo S.A.	Instituto Privado de Radioterapia Cuyo	Argentina
Centro de Radioterapia San Juan S.A.	Centro de Radioterapia San Juan	Argentina
Instituto de Radiaciones Salta S.A.	Instituto de Radiaciones Salta	Argentina
Centro Médico de Radioterapia Irazú S.A.	Centro Médico Irazú I and II	Costa Rica
Clinica de Radioterapia de Occidente S.A. de C.V.	Clinica de Radioterapia de Occidente	Mexico
Centro de Radioterapia y Oncología Integral, S.A. (Radonic)	Radonic, Centro de Radioterapia Integral	Dominican Rep
Centro de Radioterapia del Cibao S.A.	Centro de Radioterapia del Cibao	Dominican Rep
Servicios y Soluciones Médicas S.A.	Clínica Salvadoreña de Radioterapia	El Salvador

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

The Company operates radiation therapy centers that provide diagnostic imaging, and radiotherapy treatment. The Company's radiation treatment services include external beam therapies, such as conformal beam treatment, intensity modulated radiation therapy, 3-D conformal treatment planning and 2-D.

The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries controlled by the Company through the Company's direct or indirect ownership of a majority interest. Intercompany balances and transactions have been eliminated.

The Company has evaluated certain radiation oncology practices in order to determine if they are variable interest entities (VIE). For each of these practices, the Company has evaluated (1) the sufficiency of the fair value of the entities' equity investments at risk to absorb losses, (2) that, as a group, the holders of the entity investments at risk have (a) the direct or indirect ability through voting rights to make decisions about the entities' significant activities, (b) the obligation to absorb the expected losses of the entity and their obligations are not protected directly or indirectly, and (c) the right to receive the expected residual return of the entity, and (3) substantially all of the entities' activities do not involve or are not conducted on behalf of an investor that has not disproportionately fewer voting rights in terms of its obligation to absorb the expected losses or its right to receive expected residual returns of the entity, or both. ASC 810, Consolidation? requires a company to consolidate VIEs if the Company is the primary beneficiary of the activities of those entities. The Company has evaluated and has determined that there are no other entities required to be consolidated in the financial statements.

The accompanying consolidated financial statements expressed in U.S. dollars were obtained by translating the local currency financial statements, which generally are also the functional currencies for financial reporting purposes, in accordance with ASC 830 "Foreign Currency Matters". Assets and liabilities are translated at current exchange rates, while income and expense are translated at average rates for the period. The resulting foreign currency translation adjustment are recorded as a separate component of accumulated other comprehensive loss in the Members' equity. Foreign exchange gains and losses are included in the determination of income for the relevant periods.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. There is a reasonable possibility that actual results may vary significantly from those estimates.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

The Company currently operates in countries through South America, Central America, and the Caribbean, principally in Argentina. The Company's financial performance may be affected by inflation, exchange rates and regulations, price controls, interest rates, changes in governmental economic policy, taxation and political, economic or other developments in or affecting the Latin American countries in which the Company operates. The majority of the Company's assets are either non-monetary or denominated in local currency. However, regardless of the foreign currency exposure, in the event of a significant devaluation of the currency of the countries in which the Company operates, or a hyperinflationary scenario in these countries, the Company may be exposed to significant economic losses, resulting from an extremely depressed level of the local economies that may increase the credit risk related to accounts receivable, and may result in the impairment of non-monetary assets. The Company does not enter into derivative transactions to hedge against these potential risks.

Net patient service revenue is reported at the estimated net realizable amounts due from patients, third-party payers and others for services rendered. The Company also has agreements with managed care organizations to provide services based on negotiated fee schedules. Accordingly, the revenues reported in the Company's consolidated financial statements are recorded at the amount that is expected to be received. Net patient service revenue is recognized as services are provided. Revenues by geographical segment as of December 31, 2009 and 2008 are as follows:

Revenues exceeding 10% attributable to any one customer amounted to approximately $4,585,000 or 12% (representing one customer) for the year ended December 31, 2009.

The Company currently maintains equity interests in treatment center facilities with ownership interest of 57%. Since the Company controls more than 50% of the voting interest in these facilities, the Company consolidates the treatment centers. The noncontrolling interest represents the equity interest of outside investors in the equity and results of operations of the consolidated entities.

On January 1, 2009 the Company adopted changes issued by the FASB to noncontrolling interests in consolidated financial statements. These changes require, among other items, that a noncontrolling interest be included within equity separate from the Members' equity, consolidated net income be

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

reported at amounts inclusive of both the Members' and noncontrolling interest's shares; and separately, the amounts of consolidated net income attributable to the Members' and noncontrolling interest all be reported on the consolidated statements of operations. The adoption of the changes has been applied retrospectively for all the periods presented.

Cash and cash equivalents include cash in banks and time deposits with original maturity of three months or less.

The Company has approximately $82,000 and $ 397,000 of bank overdrafts included within loan balance at December 31, 2009 and 2008, respectively. The changes in these bank overdrafts are included as a component of cash flows from financing activity in our consolidated statements of cash flows.

Accounts receivable in the accompanying consolidated balance sheets are reported net of estimated allowances for doubtful accounts. Accounts receivable are uncollateralized and primarily consist of amounts due from third-party payers and patients. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. Management does not believe that there are any other significant concentrations of revenues from any particular payer that would subject the Company to any significant credit risk in the collection of its accounts receivable.

The amounts of the provision for doubtful accounts is based upon management's assessment of historical and expected net collections, business and economic conditions and other collection indicators. Accounts receivable are written off after collection efforts have been followed in accordance with the Company's policies.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

Property and equipment are recorded at historical cost less accumulated depreciation and are depreciated over their estimated useful lives utilizing the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Expenditures for repairs and maintenance are charged to operating expenses as incurred, while equipment replacement and betterments are capitalized.

The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows, in accordance with ASC 360, Property, Plant and Equipment. The Company's estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable for a market.

On January 1, 2008 the Company adopted Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes, ("FIN No. 48"), which is codified primarily in FASB Accounting Standards Codification^TM ("ASC"). Income tax ASC 740 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. We have elected to continue to report interest and penalties as income tax expense. The adoption of this pronouncement had no effect on the Company's equity.

On January 1, 2009 the Company adopted changes issued by the FASB to the authoritative hierarchy of GAAP. These changes establish the FASB ASC as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the ASC. These changes and the ASC itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on our consolidated financial statements.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

On January 1, 2009 the Company adopted ASC 810 Consolidation, regarding non-controlling interests in consolidated financial statements. These changes require, among other items, that a non-controlling interest be included within equity separate from the parent's equity; consolidated net income be reported at amounts inclusive of both the parent's and non-controlling interest's shares; and, separately, the amounts of consolidated net income attributable to the parent and non-controlling interest all be reported on the consolidated statements of operations. The adoption of the changes has been applied retrospectively for all periods presented.

Effective January 1, 2009 the Company adopted ASC 805, Business Combinations, related to accounting for business combinations. These changes retain the purchase method of accounting for acquisitions, but require a number of changes, including changes in the way assets and liabilities are recognized in purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, these changes provide guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The adoption of this guidance did not have a material impact on our consolidated results of operations or financial position.

Goodwill arising in a business combination is recognized as an asset as of the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquire and the fair value of the acquirer's previously held equity interest (if any) in the entity over net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is not amortized but is reviewed annually for impairment. No goodwill impairment loss was recognized for the years ended December 31, 2009 and 2008.

Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustment. The Company's other comprehensive income (loss) is composed of the Company's share of foreign currency translation for its equity investment in foreign subsidiaries. The net loss decreased total Members' equity on a consolidated basis by approximately $917,000 and $511,000 for the years ended December 31, 2009 and 2008, respectively.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740 "Income Taxes". This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply when the temporary differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income to determine whether a valuation allowance should be established.

The carrying value of the Company's financial instruments, which include cash and cash equivalents, approximate their fair values due to the short-term maturity of these instruments.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

Depreciation expense for 2009 and 2008 amounted to $667,259 and $646,687, respectively.

The Company's determination of the appropriate consolidation method to follow with respect to investments in affiliates is based on the amount of control it has and the ownership level in the underlying entity. Investments in entities that the Company does not control, but over whose operations the Company has the ability to exercise significant influence, are accounted for under the equity method. VIDT Centro Medico S.A. had an interest of 50% in Centro de Estudios y Tratamientos Oncológicos S.A. ("CETRO") and an interest of 33% in Braquiterapia Buenos Aires S.A., which were accounted for under the equity method, as of December 31, 2009 and 2008.

At December 31, 2009 and 2008, the Company's investments in the unconsolidated affiliates were approximately $35,000, and $37,000, respectively.

The condensed financial position and results of operations of the unconsolidated affiliates is as follows:

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

A summary of the changes in the equity investment in the unconsolidated affiliate for the year 2009 is as follows:

On November 2006, the Company acquired 35% interest in Centro de Oncología y Radioterapia de Mar del Plata S.A., 60% interest in Instituto Médico Dean Funes S.A. and VIDT Centro Médico S.A., and 70% interest in Ceditrin Centro de Diagnóstico y Tratamiento Integral S.A. located in Argentina; 45% interest in Clínica de Radioterapia de Occidente S.A. de C.V. located in Mexico; and 45% interest in Clínica de Oncología y Radioterapia Integral S.A. (Radonic) located in Dominican Republic. Those transactions have been accounted for under the consolidation method as the Company acquired the control of such entities.

On November 15, 2006 the Company acquired a 45% interest in Centro Médico La Esperanza S.A. located in El Salvador for approximately $750,000, and on December 4, 2008 the Company sold its ownership in Centro Médico la Esperanza S.A. for $750,000.

On December 2008, the Company sold a 3% interest in Instituto Médico Dean Funes S.A., VIDT Centro Médico S.A.; and 13% interest in Ceditrin Centro de Diagnóstico y Tratamiento Integral S.A. and retained 57% ownership on those entities. The consideration amounted to $430,000.

On December 2008, the Company acquired an additional 12% of Clínica de Radioterapia de Occidente S.A. de C.V. and Clínica de Oncología y Radioterapia Integral S.A. (Radonic).The consideration amounted to $300,000.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

These acquisitions have been accounted for the Company as under common control entities. The excess of the purchase price over the book value of interest acquired is accounted for as a reduction of the Members equity.

The provision for income tax differs from the amount computed by applying the statutory tax rate to net income (loss) before provision for income tax. The sources and tax effects of the differences are as follows:

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

The significant components of deferred tax assets (liabilities) as of December 31, 2009 and 2008 are the following:

As of December 31, 2009 VIDT Centro Médico S.A. and Centro de Radioterapia Siglo XXI S.A. had credit facility agreements with Banco Credicoop to finance their activities. This facility was initiated to be used for general corporate purposes, which may include working capital requirements, acquisitions, and capital expenditures. The average interest rate is 11%.

The changes in the carrying amount of the short term debt for years 2009 and 2008 are as follows:

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

Maturities under the obligation described above are as follows at December 31, 2009:

The Company is obligated under various operating leases for office space and medical equipment. Total lease expense incurred under these leases was approximately $888,000 and $622,000 for the years ended December 31, 2009 and 2008, respectively.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

Future fixed minimum annual lease commitments are as follows at December 31, 2009:

Financial instruments, which subject the Company to concentrations of credit risk, consist principally of cash at bank and accounts receivable. The Company maintains its cash in bank accounts with highly rated financial institutions. The Company grants credit, without collateral, to its patients, most of whom are local residents. Concentrations of credit risk with respect to accounts receivable relate principally to third-party payers, whose ability to pay for services rendered is dependent on their financial condition.

There are pending or threatened against the Company or its subsidiaries various claims, lawsuits and administrative proceedings, arising from the ordinary course of business, which seek remedies or damages. Although no assurance can be given with respect to the ultimate outcome of these matters, the Company believes that any liability that may finally be determined should not have a material effect on its consolidated financial position, results of operations or cash flow. Legal costs are expensed as incurred.

The subsidiaries of the Company might be involved in lawsuits and other proceedings that claim that the company's contractors should be treated as employees, rather than independent contractors. Adverse determinations in these matters could, among other things, entitle certain of our contractors to the reimbursement of social security and benefits as vacations and thirteen month salary. These contractors have been included in the company's payroll during 2009, and the Company has recorded a contingency reserve which amounts to $1,879,000 as of December 31, 2009.

The Company and its subsidiaries are currently involved in certain other legal proceedings and recorded a provision that amounts to approximately $700,000.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

On September 17, 2008, Lisdey S.A. (an Uruguayan corporation) acquired one hundred percent membership and profits interest in Medical Developers, LLC.

In December 2008, other capital contributions by Lisdey S.A. amounted to $1,179,845 as follows:

On January 1, 2009 33% of Medical Developers, LLC's capital stock was acquired by Radiation Therapy Services International, Inc. ("RTSI" or the "Buyer"), located in the United States from Lisdey S.A.(the "Seller"), with a four-year call option to purchase the remaining 67% in Medical Developers, LLC, which would result in an approximately 80% ownership interest in the underlying radiation oncology practices located in South America, Central America and the Caribbean, at a price based on a multiple of historical earnings before interest, taxes, depreciation and amortization. The Buyer paid the Seller a provisional purchase price, based on the combined EBITDA of the companies for the twelve month period ended on June 30, 2008. The Section 2.2 (c) of the Membership Interest

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

Purchase Agreement required the Sellers to prepare a Final Closing Date EBITDA based upon the financial statements as of December 31, 2008.

On January 29, 2010 the Buyer and the former shareholder's of the Company, signed the Resolution of certain issues under the January 1^st, 2009 Membership Interest Purchase Agreement above mentioned, by which the Buyer and the Seller agreed the following: (i) that the provisional purchase price shall be increased by the sum of $1,900,000 which fully resolve adjustments due under Section 2.2(b) of the Agreement; (ii) the seller shall be permitted to withdraw from the Company the sum of $2,122,381 as excess of working capital over and above the Working Capital Target; and (iii)the seller acknowledge that there remains a contingent liability of approximately $1,879,000 for potential Social Security and other tax withholding payments relating to compensation paid to individuals who performed services on behalf of the subsidiaries of the Company prior to the closing date. If the Contingent Liability (or any portion thereof) is assessed against the Company or any of its subsidiaries, the Seller shall be personally responsible for satisfying this liability from his own personal funds and/or through offsets from any moneys due from the Company or its subsidiaries.

On January 15, 2008, Instituto Médico Dean Funes S.A., paid dividends for approximately $430,000. In April, 2008, Instituto Privado de Radioterapia Cuyo S.A. and Instituto de Radiaciones Salta S.A. paid dividends for approximately $440,000. In November, 2008 CITO Centro de Interconsulta y Tratamientos Oncológicos S.A. and Centro Médico de Radioterapia Irazú S.A. paid dividends for approximately $301,000. On October 31, 2008, VIDT Centro Médico S.A., Ceditrin Centro de Diagnóstico y Tratamiento Integral S.A. and Centro de Oncología y Radioterapia de Mar del Plata S.A. paid dividends for approximately $3,250,000. The dividends allocated to noncontrolling interest amounted to $1,902,000 as of December 31, 2008. In accordance with agreements signed between Medical Developers, LLC and Mr. Alejandro Dosoretz and Mr. Bernardo Dosoretz as sellers of Instituto Médico Dean Funes S.A. and VIDT Centro Médico S.A, the dividends entitled to be received by Medical Developers, LLC during the two years following the acquisition would be received by the sellers and were recorded as goodwill for approximately $2,098,000 corresponding to 2008 dividends.

In 2009, the Shareholders Meeting of VIDT Centro Médico S.A., Instituto Médico Dean Funes S.A., Ceditrin Centro de Diagnóstico y Tratamiento Integral S.A., Centro de Oncología y Radioterapia de Mar del Plata S.A., Instituto Privado de Radioterapia de Cuyo S.A., Instituto de Radiaciones de Salta S.A., CITO Centro de Interconsulta y Tratamiento Oncológico S.A., Centro de Radioterapia y Oncología Integral S.A. (Radonic) and Centro Médico de Radioterapia Irazú S.A. approved dividends for approximately $6,200,000.

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

The dividends allocated to noncontrolling interest amounted to approximately $2,680,000 as of December 31, 2009. The remaining dividends received have been allocated as follows: (i) the amount of approximately $910,000 was received by the Company and approximately $540,000 were contributed in start-up joint ventures; (ii) the amount of approximately $1,600,000 was payable to the sellers based on the corresponding section of the Membership Interest Purchase Agreement by which the sellers shall be permitted to withdraw from the Company the excess of working capital over and above the Working Capital Target. The Company has dividends payable of approximately $1,800,000 included in Due to Related Parties as of December 31, 2009.

The Members have contributed capital in start-up joint ventures for approximately $1,039,000 as of December 31, 2009. The Company has included as Due from Related Parties approximately $697,000 due from Lisdey, $343,000 due from Radiation Therapy Services.

The non-controlling holders have also contributed capital in start-up joint ventures for approximately $758,000 as of December 31, 2009 to maintain their equity interest.

The Company leases certain of its treatment centers and other properties from partnerships, which are majority owned by related parties. The leases are classified in the accompanying financial statements as operating leases pursuant to ASC 840 Leases. These related-party leases have expiration dates through June 2016. The aggregate payments the Company made to the entities owned by these related parties were approximately $171,000 and $152,000, for the year ended December 31, 2009 and 2008, respectively.

The Company received certain repairs and maintenance of medical equipment from a company which was majority-owned by certain of the Company's shareholders until December 31, 2008. Purchases from this company were approximately $542,000, for the year ended December 31, 2008.

In Córdoba and Buenos Aires, the Company's subsidiaries rented facilities from a company which is owned by certain of the Company's shareholders. The balances due as of December 31, 2008 were approximately $7,700.

The company received medical services from two entities which are owned by certain of the Company's shareholders. The amounts due as of December 31, 2008 were approximately $175,000.

The company purchased medical equipment from a company which is owned by certain of the Company's shareholders. The amounts due as of December 31, 2008 were approximately $119,000.

The company recorded due to related parties for approximately $1,110,000 due to Mr. Alejandro Dosoretz and Mr. Bernardo Dosoretz, who hold a noncontrolling interest in the Company, for acquisition and capital contributions on subsidiaries; and $750,000 to former shareholders of Clínica de Radioterapia de Occidente S.A. de C.V.

On December 1, 2008, Lisdey S.A. resolved to make capital contributions in the Company of approximately $806,000 within the following two years, but no later than December 1, 2010. The

Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (Continued)

amount pending of being contributed by Lisdey amounted to approximately $121,000 and $806,000 as of December 31, 2009 and 2008, respectively.

The noncontrolling holders have also contributed capital in start-up joint ventures for approximately $758,000 as of December 31, 2009 to maintain their equity interest.

The Company includes as due from amounts withdrawn by Mr. Alejandro Dosoretz and Mr. Bernardo Dosoretz (the "Owners") for approximately $860,000 and $270,000 as of December 31, 2009 and 2008, respectively. Those amounts will be approved as dividends by the shareholders meeting of the respective legal entities. Per article 2.3 of the Membership Interest Purchase Agreement, signed on January 1, 2009 between Lisdey S.A. (the "Sellers") and RTSI for the sale of 33% equity interest in Medical Developers, LLC, the Seller and Owners shall cause the Companies to maintain Working Capital on hand at January 1, 2009 for an amount of $1.4 million. To the extent that the amount of Working Capital of the Companies on hand as of the Closing date is in excess of the Working Capital Target, Seller shall for a period of 6 months after the Closing Date be permitted to distribute cash from the Companies to reduce the amount of the Working Capital on hand to the Working Capital Target.

The subsidiaries have approved dividends that remained unpaid as of December 31, 2009. The amounts due include approximately $1,330,000 due to Mr. Alejandro Dosoretz, and $1,000,000 to non-controlling shareholders and are included as Due to Related Parties.

The Company includes a loan from a related party that amounted to $187,000 as of December 31, 2009, included as short term for $45,000 and long-term for $142,000, respectively.

In January 2010, Radiation Therapy Services Holding Inc. finalized the amounts due for its 33% interest in Medical Developers, LLC and paid an additional $1,900,000 based on a multiple of historical earnings before interest, taxes and depreciation and amortization.

The Company evaluated transactions occurring after December 31, 2009 in accordance with ASC 855, Subsequent Events, through October 30, 2010 which is the date the financial statements were made available for issuance.

		September 30, 2010			December 31, 2009

		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	3,698,542		$	3,733,897
Restricted cash			141,905			133,831
Accounts receivable, less allowances for doubtful accounts of $1,538,108 and $1,565,583 at September 30, 2010 and December 31, 2009, respectively			15,315,281			11,310,925
Prepaid expenses			329,434			217,025
Other receivables			1,197,574			909,493
Due from related parties			2,140,460			3,190,869
Other			—			51,325

	Total Current Assets		22,823,196			19,547,365

Non-Current Assets
Investments in unconsolidated affiliates			61,743			34,588
Deferred tax assets			1,035,496			633,746
Other receivables			57,458			16,106
Property and equipment, net			7,162,652			6,082,071
Goodwill			6,201,005			6,201,005
Other			20,497			94,300

	Total Non-Current Assets		14,538,851			13,061,816

	TOTAL ASSETS	$	37,362,047		$	32,609,181

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable		$	2,303,722		$	2,025,228
Loans payable and current portion of long-term debt			501,454			318,710
Payroll and social security			1,653,733			1,382,200
Taxes payable			2,045,375			1,849,673
Deferred tax liabilities			—			159,525
Other liabilities			256,303			158,191
Due to related parties			4,181,991			4,634,332
Contingencies			659,551			522,445

	Total Current Liabilities		11,602,129			11,050,304

Non-Current Liabilities
Long-term debt, less current portion			938,122			463,540
Taxes payable			—			1,244
Other long-term liabilities			83,454			—
Contingencies			2,012,938			2,062,132

	Total Non-Current Liabilities		3,034,514			2,526,916

	TOTAL LIABILITIES		14,636,643			13,577,220

MEMBERS' EQUITY
Membership interest			7,712,817			7,599,766
Accumulated other comprehensive income			(1,669,840	)		(1,522,089	)
Retained earnings			8,909,085			6,673,853

MEMBERS' EQUITY ATTRIBUTABLE TO MEDICAL DEVELOPERS, LLC			14,952,062			12,751,530
Noncontrolling interest—nonredeemable			7,773,342			6,280,431

	TOTAL MEMBERS' EQUITY		22,725,404			19,031,961

	TOTAL LIABILITIES AND MEMBERS' EQUITY	$	37,362,047		$	32,609,181

Medical Developers, LLC

Condensed consolidated Statements of Operations and Comprehensive Income (Loss)

(in US Dollars)
(unaudited)

			Nine month ended September 30,

			2010			2009
Revenue			$	37,713,180		$	29,310,401

Expenses
	Salaries and benefits			10,983,121			7,039,726
	Medical fees			3,399,486			2,978,220
	Laboratories services			1,612,985			1,374,461
	Medical supplies			1,373,167			984,689
	Other operating expenses			3,010,792			2,438,528
	Administration expenses			2,811,479			2,290,020
	Marketing expenses			1,300,955			1,653,582
	Facility rent expense			787,159			564,219
	Depreciation			591,417			447,417
	Provision for doubtful accounts			297,205			79,452
	Interest expense, net			287,652			247,548
	Equity in earnings in affiliates			—			(6,483	)
	Other income and expenses, net			(347,695	)		(850,927	)

Total expenses				26,107,723			19,240,452

Income before income tax				11,605,457			10,069,949
Income tax				3,617,517			3,021,447

NET INCOME				7,987,940			7,048,502
Net income attributable to noncontrolling interest				3,446,909			3,052,754

NET INCOME ATTRIBUTABLE TO MEDICAL DEVELOPERS, LLC				4,541,031			3,995,748

Other comprehensive loss
		Foreign currency translation—loss		147,751			417,169

Comprehensive income			$	4,393,280		$	3,578,579

Medical Developers, LLC

Condensed consolidated Statement of Cash Flows

(in US Dollars)
(unaudited)

		Nine months ended September 30,

		2010			2009
*Cash flows from operating activities*
Net income		$	7,987,940		$	7,048,502
Adjustments to reconcile net income to net cash provided by operating activities:
	Income tax		(561,275	)		26,748
	Depreciation		591,417			447,417
	Gain on sale of fixed assets		(6,136	)		(159,965	)
	Provision for doubtful accounts		297,205			79,452
	Contingencies		58,901			48,830
	Equity in earnings of subsidiaries		—			(6,483	)
	Exchange gain/losses		99,829			218,274
Changes in assets and liabilities
	Accounts receivable		(4,624,886	)		(3,604,413	)
	Prepaid expenses		(112,409	)		189,078
	Other receivables		(329,433	)		(965,647	)
	Due from related parties		1,103,897			(1,936,652	)
	Other assets		125,128			5,942
	Accounts payable		332,077			1,424,585
	Taxes payable		238,710			89,813
	Payroll and social security charges		300,405			188,142
	Due to related parties		(2,255,516	)		(1,646,495	)
	Other payables		257,963			397,923

Net cash provided by operating activities			3,503,817			1,845,051

*Cash flows from investing activities*
Purchases of property and equipment			(1,977,181	)		(1,037,571	)
Proceeds from sale of equipment			198,921			259,238
Restricted cash			(8,074	)		—

Net cash used in investing activities			(1,786,334	)		(778,333	)

*Cash flows from financing activities*
Loan payments			(181,162	)		(300,408	)
Proceeds from loans			892,515			537,192
Cash distributions to noncontrolling interest			(1,437,952	)		(700,008	)
Dividends			(986,637	)		(452,365	)
Proceeds from member contribution			—			684,875

Net cash used in financing activities			(1,713,236	)		(230,714	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(39,602	)		(69,508	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		$	(35,355	)	$	766,496
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR			3,733,897			3,485,032

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		$	3,698,542		$	4,251,528

Non cash investing and financing
Distribution and reinvested funds			1,319,432			—
Unpaid dividends			473,845			418,401
Capital contributions			120,970			120,970
Equity contributions in joint ventures			113,051			—

Medical Developers, LLC

Notes to Interim Condensed Consolidated Financial Statements

(unaudited)

Medical Developers LLC, a Florida limited liability company, is the majority owner and manages 25 radiation therapy treatment centers through 15 legal entities in South America, Central America, and the Caribbean (collectively the "Company"). The Company operates radiation therapy centers that provide diagnostic imaging, and radiotherapy treatment. The Company's radiation treatment services include external beam therapies, such as conformal beam treatment, intensity modulated radiation therapy, 3-D conformal treatment planning and 2-D.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. All adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature. Interim results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010.

The Company's results of operations historically have fluctuated on a quarterly basis and can be expected to continue to fluctuate.

The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries and entities controlled by the Company through the Company's direct or indirect ownership of a majority interest. All intercompany accounts and transactions have been eliminated.

The Company has evaluated certain of radiation oncology practices in order to determine if they are variable interest entities (VIE). For each of these practices, the Company has evaluated (1) the sufficiency of the fair value of the entities' equity investments at risk to absorb losses, (2) that, as a group, the holders of the entity investments at risk have (a) the direct or indirect ability through voting rights to make decisions about the entities? significant activities, (b) the obligation to absorb the expected losses of the entity and their obligations are not protected directly or indirectly, and (c) the right to receive the expected residual return of the entity, and (3) substantially all of the entities' activities do not involve or are not conducted on behalf of an investor that has not disproportionately fewer voting rights in terms of its obligation to absorb the expected losses or its right to receive expected residual returns of the entity, or both. ASC 810, Consolidation? requires a company to consolidate VIEs if the Company is the primary beneficiary of the activities of those entities. The Company has evaluated and has determined that there are no other entities required to be consolidated in the financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated audited financial statements and the notes thereto included in the Company's Annual Report for the year ended December 31, 2009.

beneficiary of a variable interest entity; (iii) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; (iv) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity's economic performance; and (v) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. The Company adopted the changes on January 1, 2010, which had no material impact to the presentation of the consolidated financial statements.

In accordance ASC 810, the Company consolidates certain radiation oncology practices. The noncontrolling interests in these entities represent the interests of the physician owners of the oncology practices in the equity and results of operations of these consolidated entities.

In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements" (ASU 2010-06), which amends "Fair Value Measurements and Disclosures" (ASC 820) to clarify certain existing disclosure requirements and to require a number of additional disclosures, including amounts and reasons for significant transfers between the three levels of the fair value hierarchy, and presentation of certain information in the reconciliation of recurring Level 3 measurements on a gross basis. ASU 2010-06 was effective for the Company on January 1, 2010, with certain disclosures effective for periods beginning January 1, 2011. The initial adoption of ASU 2010-06 did not have an impact on the Company's financial position or results of operations.

financial statements but will not have an impact on the Company's financial position or results of operations.

Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustment. The Company's other comprehensive income (loss) is composed of the Company's share of foreign currency translation for its equity investment in foreign subsidiaries. The impact of the unrealized net gains was an increase of approximately $1,670,000 and $1,204,000 to total equity for the nine months ended September 30, 2010 and 2009, respectively.

The condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. Noncontrolling interests-non-redeemable principally represent minority shareholders' proportionate share of the equity of certain consolidated majority owned entities of the Company.

The following table presents changes in total equity for the respective periods:

		Members' interest		Retained Earnings (losses)			Other comprehensive income (loss)			Noncontrolling interests			Total

Balance, December 31, 2008		$	6,559,949	$	4,721,366		$	(786,501	)	$	5,228,568		$	15,723,382
	Net income		—		3,995,748			—			3,052,754			7,048,502
	Foreign currency translation		—		—			(417,169	)		(321,536	)		(738,705	)
	Equity contribution in joint venture										38,949			38,949
	Dividends to noncontrolling		—		—			—			(1,118,411	)		(1,118,411	)
	Dividends to sellers		—		(452,365	)		—						(452,365	)

Balance, September 30, 2009		$	6,559,949	$	8,264,749		$	(1,203,670	)	$	6,880,324		$	20,501,352

Balance, December 31, 2009		$	7,599,766	$	6,673,853		$	(1,522,089	)	$	6,280,431		$	19,031,961
	Net income		—		4,541,031			—			3,446,909			7,987,940
	Foreign currency translation		—		—			(147,751	)		(127,486	)		(275,237	)
	Equity contribution in joint venture		113,051		—			—			85,284			198,335
	Dividends to noncontrolling		—		—			—			(1,911,796	)		(1,911,796	)
	Dividends		—		(2,305,799	)		—			—			(2,305,799	)

Balance, September 30, 2010		$	7,712,817	$	8,909,085		$	(1,669,840	)	$	7,773,342		$	22,725,404

The Company provides for federal income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.

The Company is subject to taxation in Argentina, Mexico, Dominican Republic, Costa Rica and El Salvador. However, the principal jurisdictions for which the Company is subject to tax is Argentina.

The Company and its subsidiaries are currently involved in certain other legal proceedings and recorded a provision that amounts to approximately $793,000.

No events have transpired that would impact the financial statements as of September 30, 2010. The Company performed its review through November 9, 2010.

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

Until March 11, 2011, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


No Public Market		The Exchange Notes will be new securities for which there is currently no market. We do not intend to apply for the Exchange Notes to be listed on any securities exchange or included in any automated quotation system. We cannot assure you that a liquid market for the Exchange Notes will develop or be maintained.
Use of Proceeds		We will not receive any proceeds from the issuance of the Exchange Notes pursuant to the exchange offer.
Risk Factors		See "Risk Factors" for a discussion of factors you should consider carefully before deciding to invest in the notes.


Company's cash on hand	$	15,000
Company's issuance of high yield bonds		32,500
Seller financing note		14,802
Company's issuance of equity		14,802
Contingent earn-out		2,400

Total consideration transferred		79,504
Net identifiable assets acquired		8,073

Goodwill	$	71,431


Company's cash on hand	$	15,000
Company's issuance of high yield bonds		32,500
Seller financing note		14,802
Company's issuance of equity		14,802
Contingent earn-out		2,400

Total consideration transferred		79,504
Net identifiable assets acquired		8,073

Goodwill	$	71,431


Tradename (indefinite life)	$	1,500
Non-compete agreement (5 year life)		1,500
Hospital contract arrangements (20 year life)		11,300

	$	14,300

	Payments Due by Period

Contractual Cash Obligations	Total		Less Than 1 Year		2 - 3 Years		4 - 5 Years		After 5 Years
	(in thousands)
Senior secured credit facilities(1)	$	307,492	$	12,595	$	24,952	$	269,945	$	—
Notes offered hereby(2)		524,288		30,613		61,225		61,225		371,225
Capital leases(3)		22,678		10,457		12,084		137		—
Operating lease obligations(4)		392,716		31,004		57,435		53,328		250,949
Finance obligations(5)		10,439		790		1,629		1,696		6,324

Total contractual cash obligations	$	1,257,613	$	85,459	$	157,325	$	386,331	$	628,498

		Page

PROSPECTUS SUMMARY		1
RISK FACTORS		21
USE OF PROCEEDS		42
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF RADIATION THERAPY SERVICES HOLDINGS, INC		43
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		56
BUSINESS		90
MANAGEMENT		124
EXECUTIVE COMPENSATION		129
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		156
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		158
DESCRIPTION OF OTHER INDEBTEDNESS		165
EXCHANGE OFFER		168
DESCRIPTION OF EXCHANGE NOTES		178
BOOK-ENTRY SETTLEMENT AND CLEARANCE		222
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		225
PLAN OF DISTRIBUTION		226
LEGAL MATTERS		227
EXPERTS		227
WHERE YOU CAN FIND ADDITIONAL INFORMATION		227
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	As of December 31,						As of September 30,

	2007 (Predecessor)		2008 (Successor)		2009 (Successor)		2009 (Successor)		2010 (Successor)
	(dollars in thousands)						(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	10,310	$	49,168	$	32,958	$	27,185	$	20,257
Working capital(1)		67,946		93,935		49,970		74,257		36,591
Total assets		582,096		1,405,940		1,379,225		1,414,035		1,349,481
Total debt		305,159		577,444		549,059		567,370		592,663
Total equity		176,492		629,171		622,007		625,488		610,355

	Predecessor		Combined		Successor

							Nine Months Ended September 30,
	Year Ended December 31, 2007 (unaudited)		Year Ended December 31, 2008 (unaudited)		Year Ended December 31, 2009 (unaudited)		Nine Months Ended September 30,
	Year Ended December 31, 2007 (unaudited)		Year Ended December 31, 2008 (unaudited)		Year Ended December 31, 2009 (unaudited)		2009 (unaudited)		2010 (unaudited)
Other Data:
Treatment centers—freestanding, at period end		75		87		90		94		92
Treatment centers—hospital/other groups, at period end		10		10		7		7		7

		85		97		97		101		99

Number of regions, at period end		6		6		8		8		8

Number of local markets, at period end		27		28		28		28		28

Number of treatment days		255		256		255		191		191
Total RVUs—freestanding centers		8,438,973		10,321,611		10,818,119		8,129,515		8,154,721
RVUs per day—freestanding centers		33,094		40,319		42,424		42,563		42,695


Purchase price			$	33,000
	Purchase price allocation:
		Property and equipment (useful lives of 3-10 years)		3,300
		Goodwill		29,700

			$	33,000

	Year Ended December 31,									Nine Months Ended September 30,

Payer	2007			2008			2009			2009			2010
Medicare		49.2	%		45.2	%		42.0	%		41.8	%		44.4	%
Commercial		47.3			51.8			54.7			55.2			51.2
Medicaid		1.6			1.6			2.4			2.3			3.0
Self pay		1.9			1.4			0.9			0.7			1.4

Total net patient service revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

		Year Ended December 31,

		Year Ended December 31,									Nine Months Ended September 30, 2010
		2007			2008			2009			Nine Months Ended September 30, 2010
Treatment centers at beginning of period			77			85			97			97
	Internally developed(1)		4			7			7			2
	Transitioned to freestanding		—			—			1			—
	Internally (consolidated/closed/sold)		—			(1	)		(5	)		(1	)
	Acquired		4			6			—			1
	Hospital-based/other groups		3			1			—			—
	Hospital-based (ended/transitioned)		(3	)		(1	)		(3	)		—

Treatment centers at period end			85			97			97			99

Number of regions at period end			6			6			8			8

Number of local markets at period end			27			28			28			28

Treatment Center			Professional	Technical	Administrative

Lee County—Florida
	Lakes Park (1)	2008	ü	ü
Westchester/Bronx—New York
	Northern Westchester(2)	2005		ü	ü
Mohawk Valley—New York
	Utica(2)	1998	ü	ü	ü
	Rome(2)	1999	ü	ü	ü
	Herkimer(2)	1999	ü	ü	ü
Delmarva Peninsula
	Seaford, Delaware(3)	2003		ü	ü
Eastern North Carolina
	Kinston	2007	ü

Type of Financial Performance Metric	Minimum Target Level of Achievement		On-Target Level of Achievement		Maximum Target Level of Achievement		Actual Level of Achievement		Level of Target Achieved

PF Adjusted EBITDA	$	125.0	$	137.0	$	149.0	$	109.7	Not Achieved
Net Debt	$	560.0	$	533.0	$	—	$	518.8	On-Target

Name

Daniel E. Dosoretz, M.D., President and Chief Executive Officer	315,758	423,434
Eduardo Fernandez, M.D., Ph.D., Senior Vice President, Director of Regional Operations	8,420	21,777
Constantine A. Mantz, M.D., Senior Vice President of Clinical Operations	8,420	21,777
Kerrin E. Gillespie, Senior Vice President and Chief Financial Officer	16,665	43,099
Norton L. Travis, Executive Vice President and General Counsel	42,101	108,883
Bryan J. Carey, former interim Chief Financial Officer	—	—
David N. Watson, former Chief Financial Officer	3,158	3,629

			Payout Levels Under Non-Equity Incentive Plan Awards						Payout Levels Under Equity Incentive Plan Awards

	Grant Date(1)		Minimum ($)		Target ($)		Maximum ($)		Minimum ($)		Target ($)		Maximum ($)
Daniel E. Dosoretz, M.D.		—		450,000		1,500,000		3,000,000		—		—		—	—
Eduardo Fernandez, M.D., Ph.D.		—		—		—		—		—		—		—	—
Constantine A. Mantz, M.D.		—		—		—		—		—		—		—	—
Kerrin E. Gillespie		—		72,000		240,000		480,000		—		—		—	—
Norton L. Travis		—		90,000		300,000		600,000		—		—		—	—
Bryan J. Carey		—		—		—		—		—		—		—	—
David N. Watson		—		—		—		—		—		—		—	—

	Stock Awards

						Equity Incentive Plan Awards
	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(b)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b)
Daniel E. Dosoretz, M.D.		236,818	Class B Units(a)		2,387,127		376,386	Class C Units(a)		3,293,375
Eduardo Fernandez, M.D., Ph.D.		6,315	Class B Units(a)		63,657		19,357	Class C Units(a)		169,374
Constantine A. Mantz, M.D.		6,315	Class B Units(a)		63,657		19,357	Class C Units(a)		169,374
Kerrin E. Gillespie		—			—		—			—
Norton L. Travis		31,576	Class B Units(a)		318,284		96,785	Class C Units(a)		846,868
Bryan J. Carey		—	Class B Units(a)		—		—	Class C Units(a)		—
David N. Watson(c)		—	Class B Units(a)		—		—	Class C Units(a)		—

Event

For cause or resignation without good reason	—	—	—	—	—
Involuntary termination without cause, resignation for good reason	—	5,207,000	600,000	18,000	5,825,000
Voluntary resignation	—	—	—	—	—
Disability or death(2)	600,000	—	—	—	600,000

Event

For cause or resignation without good reason	—	—	—	—	—
Involuntary termination without cause, resignation for good reason	—	—	—	—	—
Voluntary resignation	—	—	—	—	—
Disability or death(1)(2)	—	150,000	—	—	150,000

Event

For cause or resignation without good reason	—	—	—	—	—
Involuntary termination without cause, resignation for good reason	—	2,520,000	300,000	—	2,820,000
Voluntary resignation	—	—	—	—	—
Disability or death(1)	300,000	—	—	—	300,000

	Stock Awards

						Equity Incentive Plan Awards
	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(b)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b)
Howard M. Sheridan, M.D.		3,158	Class B Units(a)		31,828		9,678	Class C Units(a)		84,687
James H. Rubenstein, M.D.		9,473	Class B Units(a)		95,485		29,035	Class C Units(a)		254,060

Event

For cause or resignation without good reason	—	—	—	—	—
Involuntary termination without cause, resignation for good reason	—	1,400,000	—	—	1,400,000
Voluntary resignation	—	—	—	—	—
Disability or death(2)	300,000	—	—	—	300,000

Event

For cause or resignation without good reason	—	—	—	—	—
Involuntary termination without cause, resignation for good reason	—	500,000	—	—	500,000
Voluntary resignation	—	—	—	—	—
Disability or death(1)	200,000	—	—	—	200,000

		Page

Radiation Therapy Services Holdings, Inc.
*Audited Consolidated Financial Statements*
Report of Independent Registered Certified Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2009 and December 31, 2008		F-3
Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2009 (Successor), the period from February 22 to December 31, 2008 (Successor), the period from January 1 to February 21, 2008 (Predecessor) and the year ended December 31, 2007 (Predecessor)		F-4
Consolidated Statements of Cash Flows for the year ended December 31, 2009 (Successor), the period from February 22 to December 31, 2008 (Successor), the period from January 1 to February 21, 2008 (Predecessor) and the year ended December 31, 2007 (Predecessor)		F-5
Consolidated Statements of Changes in Equity for the year ended December 31, 2009 (Successor), the period from February 22 to December 31, 2008 (Successor), the period from January 1 to February 21, 2008 (Predecessor) and the year ended December 31, 2007 (Predecessor)		F-7
Notes to Consolidated Financial Statements		F-8
*Unaudited Condensed Consolidated Financial Statements*
Consolidated Balance Sheets at September 30, 2010 and December 31, 2009		F-46
Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2010 and 2009		F-47
Condensed Consolidated Statements of Cash Flows for nine months ended September 30, 2010 and 2009		F-48
Notes to Interim Condensed Consolidated Financial Statements		F-50
Carolina Regional Cancer Center, LLC
*Audited Consolidated Financial Statements*
Report of Independent Auditors		F-73
Balance Sheets		F-74
Statements of Income and Retained Earnings		F-75
Statements of Cash Flows		F-76
Notes to Financial Statements		F-77
*Unaudited Condensed Consolidated Financial Statements*
Balance Sheets		F-83
Statements of Income and Retained Earnings		F-84
Statements of Cash Flows		F-85
Notes to Interim Financial Statements		F-86
Medical Developers, LLC
*Audited Consolidated Financial Statements*
Independent Auditors' Report		F-89
Consolidated balance sheets (in US Dollars).		F-90
Consolidated Statements of Operations and Comprehensive Income (Loss) (in US Dollars)		F-91
Consolidated Statements of Members' Equity and Comprehensive Income (Loss) (in US Dollars)		F-92
Consolidated Statements of Cash Flows (in US Dollars)		F-93
Notes to the Consolidated Financial Statements as of December 31, 2009 and 2008 (in US Dollars)		F-94
*Unaudited Condensed Consolidated Financial Statements*
Condensed Consolidated balance sheets (in US Dollars)		F-111
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in US Dollars)		F-112
Condensed Consolidated Statements of Cash Flows (in US Dollars)		F-113
Notes to the Condensed Consolidated Financial Statements (in US Dollars)		F-114

	Pro Forma (Unaudited)

	Year Ended December 31
	2008			2007
Total revenues	$	497,275,324		$	390,180,598
Net loss		(1,854,146	)		(3,179,357	)


Buildings and leasehold improvements		10 – 39 years
Office, computer, and telephone equipment		3 – 10 years
Medical and medical testing equipment		5 – 10 years
Automobiles and vans		5 years

	December 31, 2009			December 31, 2008

Land	$	1,888,000		$	1,888,000
Buildings and leasehold improvements		51,200,200			41,152,632
Office, computer, and telephone equipment		29,230,468			20,149,779
Medical and medical testing equipment		190,685,810			167,324,818
Automobiles and vans		1,107,761			1,063,054

		274,112,239			231,578,283
Less accumulated depreciation		(48,881,860	)		(19,163,876	)

		225,230,379			212,414,407
Construction-in-progress		547,744			8,067,811

	$	225,778,123		$	220,482,218

	December 31, 2009			December 31, 2008

Equipment	$	42,380,452		$	44,945,058
Less: accumulated amortization		(7,594,187	)		(3,351,501	)

	$	34,786,265		$	41,593,557

	December 31, 2009

Intangible assets subject to amortization	Gross		Accumulated Amortization			Net
Noncompete agreements	$	55,467,136	$	(26,543,171	)	$	28,923,965
Other licenses		144,442		(122,222	)		22,220

Intangible assets not subject to amortization (indefinite-lived)

Trade names		63,324,300		—			63,324,300

	$	118,935,878	$	(26,665,393	)	$	92,270,485


2010	$	7,234,669
2011		5,752,448
2012		5,752,448
2013		5,752,448
2014		2,384,393

		2009		2008		2007

Fair value of net assets acquired, excluding cash:
	Other current assets	$	—	$	530,000	$	198,000
	Other noncurrent assets		—		2,000		122,000
	Property and equipment		199,000		11,797,000		9,808,000
	Intangible assets		—		2,627,000		2,327,000
	Goodwill		2,250,000		58,787,000		62,009,000
	Current liabilities		—		—		(189,000	)
	Long-term debt		—		—		(5,675,000	)
	Noncontrolling interest		—		—		92,000

		$	2,449,000	$	73,743,000	$	68,692,000


Gross unrecognized tax benefits at January 1, 2007	$	172,154
Increase in tax positions for current year		70,284

Gross unrecognized tax benefits at December 31, 2007	$	242,438

Gross unrecognized tax benefits at January 1, 2008	$	242,438
Increase in tax positions for current year		42,696

Gross unrecognized tax benefits at December 31, 2008	$	285,134

Gross unrecognized tax benefits at January 1, 2009	$	285,134
Increase in tax positions for prior years		59,420
Increase in tax positions for current year		77,655

Gross unrecognized tax benefits at December 31, 2009	$	422,209

	Finance Obligation

2010	$	8,268,327
2011		8,006,442
2012		7,391,530
2013		6,893,195
2014		6,424,356
Thereafter		41,486,720

	$	78,470,570
Finance obligation relating to construction-in-progress		16,181,522
Less: amounts representing interest		(49,098,846	)
Less: amounts representing ground lease rents		(11,198,235	)
Finance obligation balance at end of lease term		42,875,070

Finance obligation	$	77,230,081
Less: amount representing current portion		(1,128,048	)

Finance obligation, less current portion	$	76,102,033

		December 31, 2009			December 31, 2008

Balance, beginning of period		$	6,882,642		$	354,976
	Earnings		1,146,116			280,189
	Distributions to noncontrolling interests—redeemable		(734,431	)		(40,000	)
	Contributions from noncontrolling interests—redeemable		—			6,287,477

Balance, end of period		$	7,294,327		$	6,882,642


Level 1	—	Quoted prices for identical assets and liabilities in active markets.
Level 2	—	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3	—	Unobservable inputs for the asset or liability.