-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJ1cI83W28tBuupt7e/oKRfZgXpcb7EQb4HC/O8omHcwB7VLQiO9dX1R7n5FahIx rxRuT5QQvdEF3N9idEBPmw== 0001019687-08-004480.txt : 20081009 0001019687-08-004480.hdr.sgml : 20081009 20081009083154 ACCESSION NUMBER: 0001019687-08-004480 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081008 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081009 DATE AS OF CHANGE: 20081009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RadNet, Inc. CENTRAL INDEX KEY: 0000790526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 133326724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33307 FILM NUMBER: 081115253 BUSINESS ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104787808 MAIL ADDRESS: STREET 1: 1516 COTNER AVE CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: PRIMEDEX HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19930518 FORMER COMPANY: FORMER CONFORMED NAME: CCC FRANCHISING CORP DATE OF NAME CHANGE: 19920703 8-K 1 radnet_8k-100808.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 8, 2008 (Date of Earliest Event Reported: October 8, 2008) --------------- RADNET, INC. (Exact name of registrant as specified in its Charter) New York 0-19019 13-3326724 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 1510 Cotner Avenue Los Angeles, California 90025 (Address of Principal Executive Offices) (Zip Code) (310) 478-7808 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) ) ================================================================================ -1- ITEM 8.01. OTHER EVENTS On October 8, 2008, we issued a press release announcing our quarterly conference call to discuss the results for the quarter ended September 30, 2008 and reaffirmed our fiscal 2008 guidance. The information contained in the press release is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Number Description of Exhibit -------------- ---------------------- 99.1 Press Release dated October 8, 2008 - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 8, 2008 RADNET, INC. By: /s/ Howard G. Berger, M.D. -------------------------- Howard G. Berger, M.D. President and Chief Executive Officer -2- EXHIBIT INDEX 99.1 Press Release -3- EX-99.1 2 radnet_8kex99-1.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE RADNET, INC. ANNOUNCES THE DATE OF ITS THIRD QUARTER EARNINGS CONFERENCE CALL, REAFFIRMS PREVIOUSLY ANNOUNCED GUIDANCE RANGES AND DISCUSSES ITS CAPITAL STRUCTURE LOS ANGELES, CALIF., OCTOBER 8, 2008 -- RADNET, INC. (NASDAQ: RDNT), a national leader in providing high-quality, cost-effective diagnostic imaging services through a network of fully-owned and operated outpatient imaging centers, announced today that it will host a conference call to discuss its third quarter results for the three months ended September 30, 2008 on Monday, November 10, 2008 at 7:30 a.m. Pacific Time (10:30 a.m. Eastern Time). The Company is reaffirming its previously announced Fiscal 2008 Guidance Ranges as follows: Revenue $470 million - $500 million Adjusted EBITDA(1) $100 million - $115 million Capital Expenditures $15-$20 million maintenance level (plus growth Capital Expenditure of up to $25 million) Cash Interest Expense $46-$52 million "Even in these difficult economic times, our loyal referring physician communities recognize the need for RadNet's imaging services, the vast majority of which are not discretionary procedures for our patients. We continue to see strong volumes at our facilities." said Dr. Howard Berger, M.D, President and Chief Executive Officer of RadNet. "Our term loans are fully committed and funded through November of 2012 and 2013 with a supportive syndicated group of lenders led by General Electric. Our revolving loan is committed and available to us by GE and other partners through November 2011, and we have not, and do not anticipate experiencing any interruptions in accessing these funds. Thus, we are not faced with any debt maturities that require us to refinance our balance sheet in the short run. Furthermore, we are not faced with any requirement to sell common stock, a prospect we view as unattractive at current stock prices." added Dr. Berger. ABOUT RADNET, INC. RadNet, Inc. is a national market leader providing high-quality, cost-effective diagnostic imaging services through a network of 164 fully-owned and operated outpatient imaging centers. RadNet's core markets include California, Maryland, Delaware and New York. Together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet has a total of approximately 4,000 employees. For more information, visit http://www.radnet.com. -4- Footnote - -------- (1) The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, each from continuing operations and adjusted for losses or gains on the disposal of equipment, debt extinguishments and non-cash equity compensation. Adjusted EBITDA includes equity earnings in unconsolidated operations and subtracts minority interests in subsidiaries, and is adjusted for non-cash or extraordinary and one-time events taken place during the period. Adjusted EBITDA is reconciled to its nearest comparable GAAP financial measure. Adjusted EBITDA is a non-GAAP financial measure used as analytical indicator by RadNet management and the healthcare industry to assess business performance, and is a measure of leverage capacity and ability to service debt. Adjusted EBITDA should not be considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity. As Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation, this metric, as presented, may not be comparable to other similarly titled measures of other companies. FORWARD LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning RadNets' ability to continue to grow its business by generating patient referrals and contracts with radiology practices, future acquisitions, cost savings, successful integration of acquired operations, and receiving third-party reimbursement for diagnostic imaging services, as well as RadNet's financial guidance, its statements regarding increased business from new operations, are forward-looking statements within the meaning of the Safe Harbor. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties, which may cause RadNet's actual results to differ materially from the statements contained herein. Further information on potential risk factors that could affect RadNet's business and its financial results are detailed in its most recent Annual Report on Form 10-K and Forms 10Q, as filed with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date they are made. RadNet undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events. CONTACTS: RADNET, INC. MARK STOLPER, 310-445-2800 CHIEF FINANCIAL OFFICER INTEGRATED CORPORATE RELATIONS, INC. JOHN MILLS, 310-954-1105 jmills@icrinc.com -5- -----END PRIVACY-ENHANCED MESSAGE-----