8-K

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 (Date of earliest event reported): November 9, 2020

RadNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33307	13-3326724
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1510 Cotner Avenue

Los Angeles, California 90025

(Address of Principal Executive Offices) (Zip Code)

(310) 445-2800

(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 (see General Instruction A.2. below):

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value	RDNT	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 9, 2020 RadNet, Inc. (“RadNet”) issued a press release and held a conference call regarding our 2020 financial results for the third quarter ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 and a copy of the transcript of the conference call is furnished as Exhibit 99.2 to this Current Report.

The information in this Current Report, including Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report, including Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference into any registration statement or other document filed with the Commission.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated November 9, 2020 relating to RadNet, Inc.’s financial results for the quarter ended September 30, 2020.
99.2	Transcript of conference call.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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:   November 9, 2020	RADNET, INC.
	By: /s/ Mark D. Stolper Name: Mark D. Stolper Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 9, 2020.
99.2	Transcript of conference call.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

RadNet Reports Third Quarter Financial Results Demonstrating Strong Recovery from the COVID-19 Impact

· Indicating a substantial recovery from the impact of COVID-19, Total Net Revenue (“Revenue”) was $291.8 million in the third quarter of 2020, a sequential increase of 53.1% from the second quarter of 2020 and a decrease of only 0.3% from last year’s third quarter of $292.7 million

· As a result of aggressive cost containment measures, Adjusted EBITDA⁽¹⁾ was $45.8 million in the third quarter of 2020, a sequential increase of 102.8% from the second quarter of 2020 and an increase of 11.7% from last year’s third quarter Adjusted EBITDA⁽¹⁾ of $41.0 million

· Adjusted EBITDA⁽¹⁾ margin was 15.7% during the quarter as compared to 14.0% in last year’s third quarter, an increase of 169 basis points (1.7%)

· Adjusting for the non-cash impact from the Company’s interest rate hedges on Net Income (“Adjusted Net Income”), Adjusted Net Income Per Share was $0.15 in this year’s third quarter, as compared to Adjusted Net Loss Per share of $(0.16) in the second quarter of this year and Net Income Per Share of $0.06 in last year’s third quarter; this is a sequential increase of $0.31 per share from the second quarter of 2020 and $0.09 per share from last year’s third quarter

· Aggregate procedural volumes increased 66.2% from the second quarter of 2020

· At third quarter end, RadNet had a cash balance of $89.7 million and was undrawn on its $195 million revolving line of credit

· Subsequent to quarter end, RadNet announced the formation of a joint venture with Adventist Health in Simi Valley, California and the creation of a new operating platform in Phoenix, Arizona with Dignity Health/CommonSpirit Health

LOS ANGELES, California, November 9, 2020 – RadNet, Inc. (NASDAQ: RDNT), a national leader in providing high-quality, cost-effective, fixed-site outpatient diagnostic imaging services through a network of 334 owned and/or operated outpatient imaging centers, today reported financial results for its third quarter of 2020.

Dr. Howard Berger, President and Chief Executive Officer of RadNet, commented, “I am very pleased with our performance during the quarter. Our sequential improvement from the second quarter of 2020 is illustrative of both a strong recovery of our procedural volumes and our focus on controlling costs. Compared to the second quarter of this year, our Revenue grew 53.1% and our aggregate procedural volumes increased 66.2%. Our Adjusted EBITDA increased 102.8% from the second quarter, and our Adjusted Net Income Per Share increased by $0.31, reversing an Adjusted Net Loss Per Share in the second quarter of $(0.16). Our Adjusted EBITDA margin increased by 169 basis points (1.7%) from last year’s third quarter. The improvement in Adjusted EBITDA, Adjusted EBITDA margin and Net Income Per Share as compared to the second quarter is even more notable since this year’s second quarter results were aided by $25.5 million of funds we received and recognized as income under the CARES Act Provider Relief Fund. This quarter, we received only $221,000 of Cares Act funds.”

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Dr. Berger continued, “COVID-19 necessitated that we evaluate every part of our business to reduce expenses and conserve cash. In addition to staffing, we addressed costs associated with purchasing, pre-authorization, scheduling, revenue cycle management, equipment service, facility rent, insurance and center-level operating protocols. The adjustments we made over the last six months have materially improved how we are delivering our services and have significantly increased operating margins. These enhancements should favorably contribute to our performance in the coming quarters, as increasing procedural volumes are anticipated if our country continues to recover from COVID-19.”

Dr. Berger added, “During the COVID-19 period, we temporarily closed facilities, suspended certain modalities at some facilities which remained open, consolidated patient volume into the centers of excellence, negotiated and restructured agreements with vendors and landlords and reduced employee costs through furloughs and temporary salary cuts, among other actions. Not only did these actions prove to secure our business in this difficult period, but they resulted in enhanced liquidity. We completed the third quarter with a cash balance of $89.7 million, and we remain undrawn on our $195 million revolving line of credit. I am also pleased to report that, as of August 1^st, we began bringing back substantially all of our employees from furloughs and restored the wages of those team members who took pay reductions as a result of COVID-19. This process was completed as of October 1^st.”

“In October, we announced two partnerships that should further our strategic growth. First, we partnered with Adventist Health to create an outpatient imaging joint venture in Simi Valley, California to initially include three multimodality facilities and the management of the Nancy Reagan Breast Center. This affiliation with Adventist Health, one of the largest health systems on the West Coast and Hawaii, is scheduled to begin operations in January. Second, we created an operating platform in Phoenix, Arizona through a partnership with Dignity Health/CommonSpirit Health. Though this is our third partnership with Dignity, it is RadNet’s first entry into a new geography since we entered the New York City marketplace in 2013. We initially acquired eight Arizona facilities and, with Dignity, are committed to substantially growing the scope and breadth of this platform. Dignity will bring great value to the newly created partnership through its ownership of hospitals, medical groups and urgent care centers and its broad affiliations and relationships with physician practices in the Phoenix healthcare delivery system,” concluded Dr. Berger.

Third Quarter Financial Results

For the third quarter of 2020, RadNet reported Revenue of $291.8 million, Adjusted EBITDA⁽¹⁾ of $45.8 million and Net Income of $6.2 million. Compared to the second quarter of this year, Revenue increased $101.2 million (or 53.1%) and Adjusted EBITDA⁽¹⁾ increased $23.2 million (or 102.8%). Revenue decreased $916,000 (or 0.3%) and Adjusted EBITDA⁽¹⁾ increased $4.8 million (or 11.7%) from last year’s same quarter.

Net Income increased $3.0 million compared to the third quarter of 2019 and increased $16.8 million from the second quarter of 2020. Net Income Per Share for the third quarter of 2020 was $0.12, compared to Net Income Per Share in the third quarter of 2019 of $0.06 (based upon a weighted average number of diluted shares outstanding of 52.0 million in 2020 and 50.4 million in 2019). Adjusting for the non-cash impact of the Company’s interest rate hedges in this year’s third quarter, Adjusted Net Income Per Share was $0.15. This compares to Adjusted Net Loss Per Share of $(0.16) in the second quarter of 2020.

Affecting Net Income in the third quarter of 2020 were certain non-cash expenses or non-recurring items including: $2.1 million of non-cash employee stock compensation expense resulting from the vesting of certain options and restricted stock; $571,000 of severance paid in connection with headcount reductions related to cost savings initiatives; $342,000 loss on the sale or disposal of certain capital equipment; $2.0 million of non-cash impact from interest rate hedges; and $1.1 million of amortization of deferred financing costs, other non-cash interest and loan discounts related to our credit facilities.

For the third quarter of 2020, as compared to the prior year’s third quarter, MRI volume decreased 6.1%, CT volume was flat and PET/CT volume increased 0.4%. Overall volume, taking into account routine imaging exams, inclusive of x-ray, ultrasound, mammography and other exams, decreased 5.7% from the prior year’s third quarter. On a same-center basis, including only those centers which were part of RadNet for both the third quarters of 2020 and 2019, MRI volume decreased 5.8%, CT volume decreased 0.9% and PET/CT volume increased 2.3%. Overall same-center volume, taking into account routine imaging exams, inclusive of x-ray, ultrasound, mammography and other exams, decreased 5.6% compared to the prior year’s same quarter.

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Nine Month Financial Results

For the nine months ended September 30, 2020, RadNet reported Revenue of $763.9 million, Adjusted EBITDA⁽¹⁾ of $88.8 million and Net Loss of $20.8 million. Revenue decreased $89.4 million (or 10.5%), Adjusted EBITDA⁽¹⁾ decreased $28.5 million (or 24.3%) and Net Income decreased $25.2 million from the first nine months of 2019. Net Loss Per Share for the nine month period ended September 30, 2020 was $(0.41), compared to Net Income Per Share of $0.09 in corresponding nine month period of 2019 (based upon a weighted average number of fully diluted shares outstanding of 50.7 million in 2020 and 50.1 million in 2019). Adjusting for the non-cash impact of the Company’s interest rate hedges, Adjusted Net Loss Per Share was $(0.31) for the nine month period of 2020.

Affecting operating results in the nine months ended September 30, 2020 were certain non-cash expenses or non-recurring items including: $10.1 million of non-cash employee stock compensation expense resulting from the vesting of certain options and restricted stock; $1.6 million of severance paid in connection with headcount reductions related to cost savings initiatives; $543,000 loss on the sale or disposal of certain capital equipment; $6.7 million of non-cash impact from interest rate hedges; and $3.3 million of amortization of deferred financing costs, other non-cash interest and loan discounts related to our credit facilities.

Conference Call for Today

Dr. Howard Berger, President and Chief Executive Officer, and Mark Stolper, Executive Vice President and Chief Financial Officer, will host a conference call to discuss its third quarter 2020 results on Monday, November 9th, 2020 at 7:30 a.m. Pacific Time (10:30 a.m. Eastern Time).

Conference Call Details:

Date: Monday, November 9, 2020

Time: 10:30 a.m. Eastern Time

Dial In-Number: 866-248-8441

International Dial-In Number: 786-204-3966

It is recommended that participants dial in approximately 5 to 10 minutes prior to the start of the 10:30 a.m. call. There will also be simultaneous and archived webcasts available at http://public.viavid.com/index.php?id=142324

or http://www.radnet.com under the “Investors” menu section and “News Releases” sub-menu of the website. An archived replay of the call will also be available and can be accessed by dialing 844-512-2921 from the U.S., or 412-317-6671 for international callers, and using the passcode 9769738.

About RadNet, Inc.

RadNet, Inc. is the leading national provider of freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue. RadNet has a network of 334 owned and/or operated outpatient imaging centers. RadNet's core markets include California, Maryland, Delaware, New Jersey, New York and Arizona. In addition, RadNet provides radiology information technology solutions, teleradiology professional services and other related products and services to customers in the diagnostic imaging industry. Together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet has a total of approximately 8,600 employees. For more information, visit http://www.radnet.com.

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Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are expressions of our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, and anticipated future conditions, events and trends. Forward-looking statements can generally be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements in this press release include, among others, statements we make regarding response to and the expected future impacts of COVID-19, including statements about our anticipated business results, balance sheet and liquidity and our future liquidity, burn rate and our continuing ability to service or refinance our current indebtedness.

Forward-looking statements are neither historical facts nor assurances of future performance. Because forward-looking statements relate to the future, they are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

· the ongoing impact of the COVID-19 pandemic on our business, suppliers, payors, customers, referral sources, partners, patients and employees, including (i) government’s unprecedented action regarding existing and potential restrictions and/or obligations related to citizen and business activity to contain the virus; (ii) the consequences of an economic downturn resulting from the impacts of COVID-19 and the possibility of a global economic recession; (iii) the impact of the volume of canceled or rescheduled procedures, whether as a result of government action or patient choice; (iv) measures we are taking to respond to the COVID-19 pandemic, including changes to business practices; (v) the impact of government and administrative regulation, guidance and appropriations; (vi) changes in our revenues due to declining patient procedure volumes, changes in payor mix; (vii) potential increased expenses or workforce disruptions related to our employees that could lead to unavailability of key personnel; (viii) workforce disruptions related to our key partners, suppliers, vendors and others we do business with; (ix) the impact of return to work orders in certain states in which we operate; and (x) increased credit and collectability risks;

· the availability and terms of capital to fund our business;

· our ability to service our indebtedness, make principal and interest payments as those payments become due and remain in compliance with applicable debt covenants, in addition to our ability to refinance such indebtedness on acceptable terms;

· changes in general economic conditions nationally and regionally in the markets in which we operate;

· the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities;

· our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so;

· volatility in interest and exchange rates, or credit markets;

· the adequacy of our cash flow and earnings to fund our current and future operations;

· changes in service mix, revenue mix and procedure volumes;

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· delays in receiving payments for services provided;

· increased bankruptcies among our partner physicians or joint venture partners;

· the impact of the political environment and related developments on the current healthcare marketplace and on our business, including with respect to the future of the Affordable Care Act;

· the extent to which the ongoing implementation of healthcare reform, or changes in or new legislation, regulations or guidance, enforcement thereof by federal and state regulators or related litigation result in a reduction in coverage or reimbursement rates for our services, or other material impacts to our business;

· closures or slowdowns and changes in labor costs and labor difficulties, including stoppages affecting either our operations or our suppliers' abilities to deliver supplies needed in our facilities;

· the occurrence of hostilities, political instability or catastrophic events;

· the emergence or reemergence of and effects related to future pandemics, epidemics and infectious diseases; and

· noncompliance by us with any privacy or security laws or any cybersecurity incident or other security breach by us or a third party involving the misappropriation, loss or other unauthorized use or disclosure of confidential information.

Any forward-looking statement contained in this current report is based on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of changed circumstances, new information, future developments or otherwise, except as required by applicable law.

Regulation G: GAAP and Non-GAAP Financial Information

This release contains certain financial information not reported in accordance with GAAP. The Company uses both GAAP and non-GAAP metrics to measure its financial results. The Company believes that, in addition to GAAP metrics, these non-GAAP metrics assist the Company in measuring its cash-based performance. The Company believes this information is useful to investors and other interested parties because it removes unusual and nonrecurring charges that occur in the affected period and provides a basis for measuring the Company's financial condition against other quarters. Such information should not be considered as a substitute for any measures calculated in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Reconciliation of this information to the most comparable GAAP measures is included in this release in the tables which follow.

CONTACTS:

RadNet, Inc.

Mark Stolper, 310-445-2800

Executive Vice President and Chief Financial Officer

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RADNET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	September 30, 2020			December 31, 2019
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	89,739		$	40,165
Accounts receivable		137,411			154,763
Due from affiliates		424			1,242
Prepaid expenses and other current assets		31,482			45,004
Total current assets		259,056			241,174
PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS
Property and equipment, net		361,950			367,795
Operating lease right-of-use assets		451,613			445,477
Total property, equipment and right-of-use assets		813,563			813,272
OTHER ASSETS
Goodwill		470,685			441,973
Other intangible assets		57,152			42,994
Deferred financing costs		1,944			1,559
Investment in joint ventures		35,571			34,470
Deferred tax assets, net of current portion		42,188			34,548
Deposits and other		37,707			36,996
Total assets	$	1,717,866		$	1,646,986
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable, accrued expenses and other	$	205,701		$	207,585
Due to affiliates		12,287			14,347
Deferred revenue		45,846			1,316
Current finance lease liability		3,041			3,283
Current operating lease liability		67,449			61,206
Current portion of notes payable		39,463			39,691
Total current liabilities		373,787			327,428
LONG-TERM LIABILITIES
Long-term finance lease liability		1,108			3,264
Long-term operating lease liability		428,233			420,922
Notes payable, net of current portion		627,179			652,704
Other non-current liabilities		41,438			9,529
Total liabilities		1,471,745			1,413,847
EQUITY
Common stock - $.0001 par value, 200,000,000 shares authorized; 51,596,098 and 50,314,328 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		5			5
Additional paid-in-capital		306,079			262,865
Accumulated other comprehensive loss		(24,923	)		(8,026	)
Accumulated deficit		(123,956	)		(103,159	)
Total RadNet, Inc.'s stockholders' equity		157,205			151,685
Noncontrolling interests		88,916			81,454
Total equity		246,121			233,139
Total liabilities and equity	$	1,717,866		$	1,646,986

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RADNET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
REVENUE
Service fee revenue	$	256,730		$	261,908		$	660,760		$	762,751
Revenue under capitation arrangements		35,046			30,784			103,145			90,587
Total service revenue		291,776			292,692			763,905			853,338
Provider relief funding		221			–			25,696			–
OPERATING EXPENSES
Cost of operations, excluding depreciation and amortization		246,462			254,383			708,095			743,997
Depreciation and amortization		21,247			20,490			64,536			60,193
Loss on sale and disposal of equipment and other		342			917			543			1,990
Severance costs		571			52			1,647			1,054
Total operating expenses		268,622			275,842			774,821			807,234
INCOME FROM OPERATIONS		23,375			16,850			14,780			46,104
OTHER INCOME AND EXPENSES
Interest expense		11,061			11,895			33,443			36,589
Equity in earnings of joint ventures		(2,276	)		(1,955	)		(5,176	)		(6,072	)
Non-cash change in fair value of interest rate hedge		679			–			4,523			–
Other (income) expenses		(139	)		2			(247	)		1,271
Total other expenses		9,325			9,942			32,543			31,788
INCOME (LOSS) BEFORE INCOME TAXES		14,050			6,908			(17,763	)		14,316
(Provision for) benefit from income taxes		(3,825	)		(1,816	)		5,029			(3,556	)
NET INCOME (LOSS)		10,225			5,092			(12,734	)		10,760
Net income attributable to noncontrolling interests		4,069			1,897			8,063			6,400
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	6,156		$	3,195		$	(20,797	)	$	4,360
BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	0.12		$	0.06		$	(0.41	)	$	0.09
DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	0.12		$	0.06		$	(0.41	)	$	0.09
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		51,358,603			49,807,460			50,746,380			49,597,138
Diluted		51,955,815			50,360,360			50,746,380			50,113,306

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RADNET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(unaudited)

	Nine Months Ended September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(12,734	)	$	10,760
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		64,536			60,193
Amortization of operating lease assets		50,769			49,948
Equity in earnings of joint ventures,net of dividends		530			(2,148	)
Amortization deferred financing costs and loan discount		3,266			3,103
Loss on sale and disposal of equipment and other		543			1,990
Amortization of cash flow hedge, net of taxes		1,861			–
Non-cash change in fair value of interest rate hedge		4,523			–
Stock-based compensation		10,144			6,963
Other noncash item included in cost of operations		–			(559	)
Change in fair value of contingent consideration		(145	)		(1,749	)
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		17,380			(3,467	)
Other current assets		13,522			(1,569	)
Other assets		(700	)		(5,770	)
Deferred taxes		(7,640	)		(4,230	)
Operating leases		(43,351	)		(49,721	)
Deferred revenue		44,530			(490	)
Accounts payable, accrued expenses and other		23,309			19,349
Net cash provided by operating activities		170,343			82,603
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities and other acquisitions		(10,125	)		(27,150	)
Equity investments at fair value		–			(143	)
Purchase of property and equipment		(77,303	)		(68,269	)
Proceeds from sale of equipment		779			760
Proceeds from sale of equity interests in a joint venture		–			132
Nulogix return of capital		–			792
Equity contributions in existing joint ventures		(1,631	)		(103	)
Net cash used in investing activities		(88,280	)		(93,981	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		(2,704	)		(4,778	)
Payments on Term Loan Debt		(32,472	)		(29,918	)
Additional deferred finance costs on revolving loan amendment		(741	)		–
Proceeds from issuance of new debt, net of issuing costs		–			97,144
Proceeds from Payment Protection Program		4,023			–
Distributions paid to noncontrolling interests		(601	)		(1,818	)
Proceeds from sale of noncontrolling interest		–			5,275
Contribution from a noncontrolling partners		–			750
Proceeds from revolving credit facility		250,900			251,200
Payments on revolving credit facility		(250,900	)		(279,200	)
Proceeds from issuance of common stock upon exercise of options		–			50
Net cash (used in) provided by financing activities		(32,495	)		38,705
EFFECT OF EXCHANGE RATE CHANGES ON CASH		6			(28	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		49,574			27,299
CASH AND CASH EQUIVALENTS, beginning of period		40,165			10,389
CASH AND CASH EQUIVALENTS, end of period	$	89,739		$	37,688
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	31,210		$	36,058

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RADNET, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON SHAREHOLDERS TO ADJUSTED EBITDA⁽¹⁾

(IN THOUSANDS)

	Three Months Ended
	September 30,
	2020			2019
Net Income Attributable to RadNet, Inc. Common Shareholders	$	6,156		$	3,195
Plus Interest Expense		11,061			11,895
Plus Provision for Income Taxes		3,825			1,816
Plus Depreciation and Amortization		21,247			20,490
Plus Loss on Sale of Equipment		342			917
Plus Severance Costs		571			52
Plus Non-cash Change in Fair Value of Interest Rate Hedge		679			–
Plus Other (Gains) Expenses		(139	)		2
Plus Non-Cash Employee Stock-Based Compensation		2,067			1,381
Plus Legal Settlements		–			1,248
Adjusted EBITDA(1)	$	45,809		$	40,996

	Nine Months Ended
	September 30,
	2020			2019
Net (Loss) Income Attributable to RadNet, Inc. Common Shareholders	$	(20,797	)	$	4,360
Plus Interest Expense		33,443			36,589
Plus (Benefit From) Provision for Income Taxes		(5,029	)		3,557
Plus Depreciation and Amortization		64,536			60,193
Plus Loss on Sale of Equipment		543			1,989
Plus Severance Costs		1,647			1,054
Plus Non-cash Change in Fair Value of Interest Rate Hedge		4,523			–
Plus Other (Gains) Expenses		(247	)		1,271
Plus Non-Cash Employee Stock-Based Compensation		10,144			6,964
Plus Legal Settlements		–			1,248
Adjusted EBITDA(1)	$	88,763		$	117,225

Footnotes

⁽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 sale of equipment, other income or loss, transaction expenses, debt extinguishments and non-cash equity compensation. Adjusted EBITDA includes equity earnings in unconsolidated operations and subtracts allocations of earnings to non-controlling 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.

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PAYOR CLASS BREAKDOWN

	Third Quarter
	2020
Commercial Insurance/Other Patient Revenue		57.9	%
Medicare		21.5	%
Capitation		12.0	%
Workers Compensation/Personal Injury		2.5	%
Medicaid		2.4	%
Other/Non Patient		3.7	%
Total		100.0	%

RADNET PAYMENTS BY MODALITY

	Third Quarter			Full Year			Full Year			Full Year
	2020			2019			2018			2017
MRI		35.1	%		35.8	%		35.2	%		34.9	%
CT		17.3	%		16.9	%		16.5	%		16.2	%
PET/CT		5.8	%		5.6	%		5.7	%		5.2	%
X-ray		7.2	%		8.1	%		8.4	%		8.9	%
Ultrasound		12.4	%		12.4	%		12.2	%		12.1	%
Mammography		16.5	%		15.2	%		15.8	%		16.3	%
Nuclear Medicine		0.9	%		1.0	%		1.1	%		1.1	%
Other		4.7	%		4.9	%		5.1	%		5.2	%
		100.0	%		100.0	%		100.0	%		100.0	%

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EX-99.2

Exhibit 99.2

C O R P O R A T E P A R T I C I P A N T S

Mark D. Stolper, Executive Vice President and Chief Financial Officer

Dr. Howard G. Berger, Chairman, President and Chief Executive Officer

C O N F E R E N C E C A L L P A R T I C I P A N T S

Brian Tanquilut, Jefferies

Mitra Ramgopal, Sidoti & Co. LLC

John Ransom, Raymond James

P R E S E N T A T I O N

Operator

Good day, and welcome to the RadNet Inc. Third Quarter 2020 Financial Results Call. Today’s conference is being recorded.

At this time, I would like to turn the conference over to Mr. Mark Stolper, Executive Vice President and Chief Financial Officer of RadNet. Please go ahead, sir.

Mark D. Stolper

Thank you. Good morning, ladies and gentlemen, and thank you for joining Dr. Howard Berger and me today to discuss RadNet’s Third Quarter 2020 Financial Results.

Before we begin today, we’d like to remind everyone of the Safe Harbor statement under the Private Securities Litigation Reform Act of 1995. This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning anticipated future financial and operating performance and liquidity, our response to and the expected future impact of COVID-19, our ability to stabilize and continue to grow the business by generating patient referrals and contracts with radiology practices, recruiting and retaining technologists, consummating acquisitions and joint ventures, receiving third-party reimbursement for diagnostic imaging services, successfully integrating acquired operations, generating revenue and Adjusted EBITDA for the acquired operations as estimated, among others, are forward-looking statements within the meaning of the Safe Harbor.

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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. These risks and uncertainties include those risks set forth in RadNet’s reports filed with the SEC from time to time, including RadNet’s Annual Report on Form 10-K for the year ended December 31, 2019, and our Quarterly Report on Form 10-Q, to be filed shortly.

Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date it is 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.

With that, I’d like to turn the call over to Dr. Berger.

Dr. Howard G. Berger

Thank you, Mark. Good morning, everyone, and thank you for joining us today.

On today’s call, Mark and I plan to provide you with highlights from our third quarter 2020 results, give you more insight into factors which affected this performance, discuss in some detail the progress we made during this COVID-19 period, and give details of our future strategy. After our prepared remarks, we will open the call to your questions. I’d like to thank all of you for your interest in our Company and for dedicating a portion of your day to participate in our conference call this morning.

Before we start, I would like to say, on behalf of myself and the entire team at RadNet, we hope all of you and your loved ones are healthy and staying safe. We are extremely grateful for all of our stakeholders, including our employees, business partners, lenders and shareholders.

Let’s begin.

I’m very pleased with the performance of our business in the third quarter. Our significantly improved revenue and profitability, relative to the second quarter, is the result of recovery in procedural volumes and the multitude of cost savings and cash conservation measures we instituted throughout the COVID-19 period. Our revenue increased 53.1% sequentially from the second quarter, with a procedural volume increase of 66.2%, driving this top line performance. This was an increase of $101.2 million in revenue from the second quarter’s results.

Perhaps even more notable is our improvement in Adjusted EBITDA and earnings. Our Adjusted EBITDA more than doubled from the second quarter, increasing from $22.6 million to $45.8 million. This difference would have been greater had we not recognized $25.5 million of CARES Act funds in the second quarter. By comparison, we recorded only $221,000 of CARES Act funds in the third quarter. As compared to the third quarter of last year, despite our revenue being essentially flat, our Adjusted EBITDA increased from $41.0 million to $45.8 million, or 11.7%. This resulted in Adjusted EBITDA margins increasing from 14% in last year’s third quarter to 15.7%. Because many of the COVID-19 cost reduction initiatives which drove the improvement in margins are ongoing and not one-time, we have the opportunity for sustained margin improvement in future quarters.

Adjusted net income per share was $0.15 this year’s third quarter, as compared to Adjusted net loss per share of $0.16 in the second quarter of this year, and net income per share of $0.06 in last year’s third quarter. This is a sequential increase of $0.31 per share from the second quarter of 2020, and $0.09 per share from last year’s third quarter.

As a result of the increase in our procedural volumes throughout the third quarter, a strong liquidity position and a cautiously optimistic belief that procedural volumes will continue to recover, I am pleased to report that as of August 1 we began bringing back substantially all of our employees from furloughs and restored the wages of those team members who took pay reductions as a result of COVID-19. We completed this process on October 1. I want to thank all of our team members for their patience and commitment during this difficult period. Our frontline imaging center employees continue to be the true heroes, ensuring access to care in a safe environment for the benefit of our referring physicians and patient communities.

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Currently, we have reopened all but 19 imaging centers, the majority of which are routine imaging satellite locations, designed to alleviate the traffic in our larger, more advanced multimodality facilities. As procedural volumes continue to recover, we’ll hopefully move beyond the—and move beyond the COVID-19 period, we will re-evaluate opening facilities.

The coronavirus pandemic allowed us a unique opportunity to focus on all aspects of our business, including center level back office and administrative operations, to create efficiencies and reduce costs. Prior to COVID-19, we spent several years significantly increasing the scope and breadth of our business through organic growth and acquisitions. While this expansion has been beneficial to our business in virtually every market in which we operate, COVID-19 allowed us to focus on ways to most effectively reduce expenses and conserve cash at a time when growth was not a priority. This optimization process over the last six months has brought great value to RadNet, value that not only was demonstrated in the third quarter, but that will continue to pay dividends into the future.

The cost and liquidity saving measures, along with increasing procedural volumes, CARES Act funds and Medicare advances, resulted in an $89.7 million cash balance at quarter end and our being undrawn on our $195 million revolving credit facility. This is the strongest liquidity position in the Company’s history.

I’d like to also recognize the support we receive from our relationship banks. At the end of August, we completed a $57.5 million upsize of our revolving credit facility. While our cash balance continues to be strong, the additional capacity provides us further financial flexibility to grow our business and execute our strategic plan. Along with our increased liquidity and improved financial results, our leverage declined by over a quarter of a turn in the quarter to under 4.25 times net debt to EBITDA. We expect that our leverage will return to under 4 times net debt to EBITDA in the coming quarters.

Throughout the COVID period, our capitation business has remained an important feature of RadNet. Our capitation revenue increased 15.8% from the third quarter of last year. Because we get paid a fixed capitated amount per enrollee managed by the medical groups with whom we contract, our capitation revenue and the associated cash flow is dependent upon enrollment in these health plans. Throughout COVID-19, enrollment for these HMO patients with our contracted medical groups has remained intact, as patients and their employees, even for those who have been furloughed, have continued to pay healthcare premiums.

Subsequent to the end of the third quarter, we announced a new partnership with Adventist Health, one of the largest health systems on the West Coast and Hawaii, to create an outpatient imaging joint venture in Simi Valley, California. Under the new joint venture, RadNet will contribute two of its Simi Valley imaging centers, Alamo Advanced Imaging and Simi Valley Advanced Imaging, and Adventist Health will contribute its Aspen Imaging Center. RadNet will also assume the operational management of Adventist Health’s Nancy Reagan Breast Center. Adventist Health’s assets in Simi Valley include the ownership of a leading hospital, an urgent care center, a clinical laboratory, homecare services, and various family and specialty physician practices. The partnership is scheduled to begin operations in January.

Two weeks ago, we announced the creation of a new operating platform in Phoenix, Arizona, through a partnership with Dignity Health/CommonSpirit Health. While this is our third venture with Dignity Health, this is RadNet’s first entrance into a new geography since 2013, when we entered New York City. In conjunction with establishing the partnership, we completed the acquisition of AZ Tech MRI & Radiology, an eighth location multimodality radiology practice in Phoenix. We are extremely excited about this strategic expansion into Arizona. Phoenix, in particular, is a revenue-growing market and is home to almost 5 million people.

Under the venture, RadNet and Dignity will develop a network of multimodality outpatient centers, expanding the geographic coverage of the acquired locations through a combination of new site development and acquisition of existing radiology practices. Dignity Health is a leading health system in Phoenix and owns and operates multiple hospitals, medical groups, specialty care locations in this marketplace, from which we can leverage our operations. Our focus will be to aggressively expand our footprint in order to grow effectively, service the Dignity owned and affiliated physician groups, and capture other patient volumes from competitive outpatient operators. We are committed to developing significant management focus and financial resources to drive the density and geographic concentration in Phoenix, that has made it successful in our other core markets.

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At this time, I’d like to turn the call back over to Mark to discuss some of the highlights of our third quarter 2020 performance. When he is finished, I will make some closing remarks.

Mark D. Stolper

Thank you, Howard.

I’m now going to briefly review our third quarter 2020 performance and attempt to highlight what I believe to be some material items. I will also give some further explanation of certain items in our financial statements, as well as provide some insights into some of the metrics that drove our third quarter 2020 performance.

In my discussion, I will use the term Adjusted EBITDA, which is a non-GAAP financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, and excludes losses or gains on the disposal of equipment, other income or loss, loss on debt extinguishments and non-cash equity compensation. Adjusted EBITDA includes equity earnings in unconsolidated operations and subtracts allocations of earnings to non-controlling interests in subsidiaries, and is adjusted for non-cash or extraordinary and one-time events taking place during the period. A full quantitative reconciliation of Adjusted EBITDA to net income or loss attributable to RadNet, Inc. common shareholders is included in our earnings release and our current report on Form 8-K, filed with the SEC.

With that said, I’d now like to review our third quarter results.

For the third quarter of 2020, RadNet reported revenue of $291.8 million and Adjusted EBITDA of $45.8 million. As Dr. Berger discussed in his remarks, this performance was a significant improvement from these metrics in the second quarter and is reflective as a major recovery of our business from the impacts of COVID-19. Compared to the second quarter of this year, revenue increased $101.2 million, or 53.1%, and Adjusted EBITDA increased $23.2 million, or 102.8%. Relative to last year’s third quarter, a quarter that was not impacted by COVID-19, revenue decreased only by $916,000, or 0.3%, and Adjusted EBITDA increased $4.8 million, or 11.7%. Our Adjusted EBITDA margin increased 385 basis points, or 3.9%, from the second quarter of 2020, and exceeded last year’s third quarter by 169 basis points, or 1.7%. The increase in Adjusted EBITDA and Adjusted EBITDA margin, relative to last year’s third quarter, is primarily the result of the cost savings measures we took during COVID-19, many of which should aid our business into the future.

For the third quarter of 2020, as compared to the prior year’s third quarter, MRI volume decreased 6.1%, CT volume was flat and PET/CT volume increased 0.4%. Overall volume, taking into account routine imaging exams, inclusive of X-ray, ultrasound, mammography and all other exams, decreased 5.7% from the prior year’s third quarter. On a same-center basis, including only those centers which were part of RadNet for both the third quarters of 2020 and 2019, MRI volume decreased 5.8%, CT volume decreased 0.9% and PET/CT volume increased 2.3%. Overall same-center volume, taking into account all routine imaging exams, decreased 5.6%, compared to the prior year’s same quarter. Relative to the second quarter of this year, aggregate procedural volumes, inclusive of all modalities, increased 66.2%.

In the third quarter of 2020, we performed 1,890,156 total procedures. The procedures were consistent with our multimodality approach, whereby 76.5% of all the work we did by volume was from routine imaging. Our procedures in the third quarter of 2020 were as follows:

Please note that the CT volumes for last year have been restated to account for a change we made as of January 1 of this year in how we account for one of our CT CPT codes.

The comparative numbers that follow are on an apples-to-apples basis: 266,049 MRIs, as compared with 283,221 MRIs in the third quarter of 2019; 167,005 CTs, as compared with 167,078 CTs in the third quarter of 2019; 10,886 PET/CTs, as compared with 10,847 PET/CTs in the third quarter of 2019; and 1,446,216 routine imaging exams, which include nuclear medicine, ultrasound, mammography, x-ray and all other exams, as compared with 1,544,026 of all these exams in the third quarter of 2019.

For the third quarter, RadNet reported net income attributable to RadNet, Inc. common shareholders of $6.2 million, an increase of approximately $3 million from the third quarter of 2019. Sequentially, relative to the second quarter of this year, net income increased $16.8 million.

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Net income per share for the third quarter of 2020 was $0.12, compared to net income per share in the third quarter of 2019 of $0.06, based upon weighted average number of diluted shares outstanding of 52 million shares in 2020, and 50.4 million shares in 2019. Adjusting for the non-cash impact of the Company’s interest rate hedges in this year’s third quarter, adjusted net income was $0.15 per share. This compares to adjusted net loss per share of negative $0.16 in the second quarter of 2020. Affecting net income in the third quarter of 2020 were certain non-cash expenses or non-recurring items, including the following: $2.1 million of non-cash employee stock compensation expense resulting from the vesting of certain options and restricted stock, $571,000 of severance paid in connection with headcount reductions related to cost savings initiatives, a $342,000 loss on the sale or disposal of certain capital equipment, $2 million of non-cash impact from interest rate hedges, and $1.1 million of amortization of deferred financing costs and non-cash interest on loan discounts related to our credit facilities.

Overall, GAAP interest expense for the third quarter of 2020 was $11.1 million. This compares with GAAP interest expense in the third quarter of 2019 of $11.9 million. Cash paid for interest during the period, which excludes non-cash deferred financing expense and accrued interest, was $8.4 million, as compared with $12.8 million in the third quarter of last year.

With regards to our balance sheet, as of September 30, 2020, unadjusted for bond and term loan discounts, we had $591.7 million of net debt, which is our total debt at par value less our cash balance. Note that this debt balance includes New Jersey Imaging Network’s debt of approximately $54.5 million, for which RadNet is neither a borrower nor guarantor. This compares with $687.3 million of net debt at September 30, 2019.

As of September 30, 2020, we were undrawn on our $195 million revolving line of credit and had a cash balance of $89.7 million. As Dr. Berger mentioned in his prepared remarks, we upsized our revolver commitment with our relationship banks by $57.5 million in August of this year. While we have not needed to access this liquidity, the larger revolver provides us additional operating flexibility and funds available for future growth, should we require it.

At September 30, 2020, our accounts receivable balance was $137.4 million, a decrease of $17.4 million from year end 2019. The decrease in accounts receivable is mainly the result of the decline in our procedural volumes and revenue during the COVID-19 period and our significant cash collections on previously existing accounts receivable.

Our day sales outstanding, or DSO, was 39.2 days at September 30, 2020, lower by approximately 5.4 days as of year end of 2019. The lower DSO is primarily a function of a return to more normalized revenue during the last two months of the third quarter. As revenue in accounts receivable normalizes post-COVID-19, we expect DSOs to return to the low- to mid-40s level.

Through September 30, 2020, we had total capital expenditures, net of asset dispositions, of $71.8 million. This includes $5.5 million of capital expenditures of New Jersey Imaging Network, our joint venture with RWJ Barnabas.

I’ll now take a few minutes to give you an update on 2021 reimbursement and discuss what we know with regards to 2021 anticipated Medicare rates.

As some of you may recall from our second quarter financial results call, with respect to Medicare reimbursement, we’ve received a matrix for proposed rates by CPT code in August, which is typically part of the physician fee schedule proposal that is released about that time every year. We’ve completed an initial analysis and compared those rates to 2020 rates. We volume-weighted our analysis using expected 2021 procedural volumes.

CMS moved forward with an increased reimbursement for evaluation and management of CPT codes which favor certain physician specialties that regularly bill for these services, particularly primary care doctors. CMS proposed doing so with budget neutrality; meaning, that it proposed to reallocate reimbursement from physicians who rarely bill for E&M codes, such as radiologists, to physicians who regularly bill for these codes, such as primary care physicians. In the proposed rule, CMS initiated a 10.6% decrease in the conversion factor used to calculate Medicare reimbursement for all specialties in 2021. For radiology, CMS made a material upward adjustment to the technical RVUs in the reimbursement formula. These RVUs are multiplied by this now lower conversion factor to determine our reimbursement.

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Our initial analysis of these opposing forces show that RadNet will suffer an approximately $11 million revenue hit in 2021 from our Medicare book of business.

There are many lobbying groups from the various medical specialties aggressively opposing the budget neutrality aspect of the E&M code reimbursement changes, including radiology’s two main lobbying forces, the Association for Quality Imaging, or AQI, and the American College of Radiology, or ACR.

Late last month, U.S. Representatives Bera, a Democrat from California, and Bucshon, a Republican from Indiana, introduced bipartisan legislation to provide relief to physicians responding to the COVID-19 pandemic who are scheduled to receive these Medicare payment cuts next year. The bill would provide a temporary additional payment in the amount of the difference between 2020 and 2021 Medicare reimbursement for two years for the specialties, like radiology, that are facing the Medicare cut.

We should know more in December when the final rules are released and when it is determined if the Bera/Bucshon bill will be attached to federal funding bills expected to be put in place in mid-December.

I’d now like to turn the call back to Dr. Berger, who will make some closing remarks.

Dr. Howard G. Berger

Thank you, Mark.

The coronavirus pandemic has allowed us to take a pause from the rapid growth path we have followed over the last several years and evaluate all aspects of our business. The efficiencies we created during this period position our operations for a strong performance in 2021. Furthermore, we enter 2021 with the strongest liquidity position in the Company’s history.

Besides continuing to drive growth and efficiency in our core imaging center business, we will further pursue ancillary opportunities to drive revenue, increase margins and reduce costs.

For example, this year we installed our first installation of the TULSA-PRO system, an incision-free, thermal ultrasound system designed to treat prostate disease. We have begun to see patients at one of our Los Angeles area locations and are eager to expand this business as this new procedure is adopted and continues to drive demand.

Another ancillary opportunity we have been aggressively pursuing is our commitment to artificial intelligence. In the second quarter of this year, we completed the acquisition of DeepHealth, which has become the cornerstone of our artificial intelligence strategy. We are on track to submit for our first approval to the Federal Drug Administration DeepHealth’s first mammography product by end of the year. We hope to be utilizing DeepHealth’s first AI product in our workflow in the second half of next year, which we believe will enable our radiologists to be more accurate and efficient.

As we move into 2021, health system joint ventures will be another ancillary opportunity for growth. Currently, over 25% of our facilities are jointly owned with community hospitals and large health systems, and, with the Dignity partnership in Phoenix, we have demonstrated our willingness to enter new geographic markets in conjunction with entrenched partners. These partnerships, on average, drive higher margins that our wholly-owned centers and assist us in securing fair, long-term pricing with regional payors.

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In the third quarter, we announced a multifaceted collaboration agreement with Hologic, focused on improving women’s health. Hologic will contribute capabilities and insights behind its market-leading hardware and software, and we will share data with Hologic produced by our fleet of high-resolution mammography systems, the largest in the nation. The data will be used to train and refine current and future products based on artificial intelligence. Both companies will work together to enable new joint market opportunities and further efforts to build clinician confidence and develop and integrate new artificial intelligence technologies.

In conclusion, even in this challenging time, we continue to be very optimistic about the future of RadNet. We expect to emerge from COVID as the best positioned company in our industry and we are excited to keep you apprised of our progress in the coming quarters.

Operator, we are now ready for the question and answer portion of the call.

Operator

Thank you, sir. If you’d like to ask a question, please signal by pressing star, one on your telephone keypad. If you are using a speakerphone, please make sure that your mute function is turned off to allow your signal to reach our equipment. Once again, that is star, one if you’d like to ask a question. We will pause for just a moment to allow everyone an opportunity to signal. Again, that is star, one.

We’ll take our first question from Brian Tanquilut with Jefferies. Please go ahead.

Brian Tanquilut

Hey, good morning, guys. Congrats on a solid quarter. I guess, Mark, my first question, just to follow up on your comments on the Medicare rules, do you mind just reminding us how you’re thinking about the impact on your P&L if the proposed rule goes through as it is? Then, I think you talked about timing. How do they think, or how do you guys think they’re going to implement a one/one cut if we haven’t had any rules set out yet and we’re already deep into November?

Mark D. Stolper

Sure. Thank you, Brian. The conversion factor is declining from $36.09 to $32.26, which is a 10.6% decrease. So, to the extent that the RVUs were to stay the same per CPT code in radiology, all radiology providers would be facing a 10.6% decline in their reimbursement, but that’s not what Medicare did. Essentially, what Medicare did is they—the RVU calculation, as you’re aware, consists of a technical portion of the RVU and a professional portion of the RVU.

For the professional portion of the RVU, they either—depending upon the modality and the CPT code, they either kept it the same or they actually, on average, decreased the professional RVUs to the tune of 1.2%. So, most of the professional-only models, such as hospital-based radiologists, next year, if the proposed cut goes into place, are facing, really, an 11% to 12% hit on the various CPT codes.

But, for the technical RVUs, they actually increased the technical RVUs across the board. I’ll give you a couple examples. For instance, x-rays are our largest procedure by volume, and our two most common x-ray procedures are a two-view chest x-ray and then the x-ray of the spine, lumbosacral, which is a four-view x-ray, and the technical RVUs are going up for each of those by 8.7% and 10.3%, respectively. So, the increase in the technical RVUs is partially mitigating the decrease in the conversion factor, and that’s happened across the board. For instance, in CT, our most CPT codes is the CT of the abdomen and the pelvis, and the technical—or the global RVUs of that is going up by 7.3%.

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You can see what they’ve tried to do for imaging centers after eight years—and you’re aware of this—of decreasing the technical RVUs, from 2007 to 2014, and not changing the professional RVUs. What they’re doing now is, essentially, adjusting the professional component.

Where we are seeing the cut—and our cut across the board, it comes out to about 5%, which equals that $11 million or so number that I talked about. Where we are going to be seeing a cut, if the proposal goes into place as proposed, would be in mammo, where the global RVUs—the technical side of the RVUs really is not changing, so we’re going to see a full 10% cut there. So, it really depends upon your CPT code mix, and when we did our analysis for 2021, we weighted it by our actual CPT code mix, or expected CPT code mix for 2021.

With respect to this Bera/Bocshon bill that’s out there, what it is proposing to do is, essentially, make up the difference between 2020 and 2021 with an additional payment to providers. The proposal, I think because of COVID-19, the final rule isn’t now supposed to come out until December 1, and this Bera/Bocshon bill, if it goes into place, would be part of an overall government spending bill that I think needs to be passed, I think by December 11, if I remember correctly. So, we’ll find out more, let’s say, mid-December about whether this proposed cut will go into place, and as I said, there’s a lot of industry lobbying groups, and not just from radiology, but all the specialties, that don’t bill E&M codes, who are facing a significant reimbursement cut. There’s a lot of cooperation between the various industry groups to try to push back on these cuts going into place.

From our standpoint, we’re prepared for the cuts to go into place. We have a number of mitigants that we think will fully counteract the $11 million or so of cuts, and we’ll just kind of have to wait over the next 30 days and see where the government’s coming out.

Brian Tanquilut

Okay. So, just to summarize that, basically, versus what you thought the cuts would impact you, or how they would impact you, from your comments in Q2, nothing has changed, right, and you’ve done more work to get to the same exact number, $11 million, give or take?

Mark D. Stolper

Correct.

Brian Tanquilut

Okay, cool, awesome. Then, I guess, if you don’t mind just giving us some comments on the Arizona strategy. This is, obviously, the first time we’re seeing you go into a new market in a while, and it’s quite contiguous to an existing operation, so if you don’t mind just describing what you saw in the Arizona market that made you decide to go in, and is this something that you think we would see more of as you replicate that entry strategy? Arizona, obviously, is close to your California operations. Is that a factor, or are you willing to go into new—completely new geographies?

Dr. Howard G. Berger

Thank you, Brian. I’ll take that. The entrance into the Phoenix market was really a combination of factors. First and foremost, it’s an extension of an existing relationship that we have with the Dignity Health system, which has now, as you are aware, become part of the CommonSpirit after a merger with Catholic Healthcare Initiatives. We were introduced very favorably to the leadership in Phoenix and they asked us to really help them with an outpatient imaging strategy in that marketplace. Given that we also had an opportunity to buy eight centers in that market through an existing relationship with the Whiterabbit company that we do business with, we found a good combination of circumstances that made it attractive to us.

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As I had said on previous closed calls, while we would be interested in going into new markets, we needed, really, two factors to be part of that decision-making, and it really has nothing to do with geographic closeness of existing markets, but more with the dynamics in a marketplace. One is could we find a good partner to enter a new market that, like Dignity was looking for assistance with developing an outpatient strategy, and was there a path for us, like we have in all of our other markets, to have considerable growth and be a very substantial player in that market. We, fortunately, found both of those in the Phoenix market, which also is a rapidly growing market, perhaps one of the fastest in the country, and the Phoenix market, where most of these initial centers are, of over 500 million people, becomes similar to other markets that we have entered—not entered, but that we’re already currently in. So, I think the mix of opportunities there created a very nice pathway for us.

Also, it shouldn’t go unnoticed that a few weeks ago Cigna Health announced that they were no longer going to be reimbursing patient imaging performed in hospitals, except for certain circumstances, and I think that that is additionally kind of forcing some of these hospital and health systems to re-evaluate the inevitable transition out of hospitals of ancillary outpatient services, such as outpatient imaging. So, while this may be the first new market that we’ve entered into since 2013, I think that there will be other conversations that we’ll continue to have with health systems that look to the leader in outpatient imaging, namely, RadNet, to assist them in that process.

Mark D. Stolper

Yes, and Dignity is a unique partner in that particular market. They have tremendous breadth of operations there. In addition, Brian, to owning eight hospitals, either owning or affiliated with eight hospitals, they’re also a big player in the medical groups there in Phoenix. They own one medical group that has 100,000 lives, called Dignity Medical Group. They have a 50% ownership in two other significant medical groups there, one called Arizona Care Network, another one called Mercy Care. Each one of those has 300,000 lives, so we’re talking about, 600,000 lives there, and they are aligned with another medical group, called Integrated Medical Services there that has 100,000 lives. So, between that, their eight hospitals, an urgent care center network that they own, an affiliation with Barrow Neuroscience Institute, as well as the Phoenix Children’s Hospital, and others there, they control a tremendous—or they have influence over a tremendous amount of imaging, which currently is going to competitive imaging centers.

So, we think, as we devote focus on resources, as we build centers in conjunction with Dignity, as we purchase other centers in that marketplace and significantly broaden our scale and our access in Phoenix, we believe that we have a strong opportunity to capture a lot of those lives and patient volume.

Brian Tanquilut

No, that’s awesome. Then, Mark, just from a recovery trend perspective, would you be able to share with us how volumes trended over the course of the quarter, and any comment you can share on how things are trending through October, considering, obviously, the resurgence of COVID in a lot of markets, and also the wildfires in California?

Dr. Howard G. Berger

Brian, I’ll take that one. What we saw in the third quarter was a steady increase, beginning primarily in the middle of August and extending through the end of the quarter, September, and by the end of September, we were approaching, on a company-wide basis, about 95% of our original 2020 budget estimates in volume. That trend has continued and has increased slightly in October and the early part of November here. Our forecasting of the procedural volume increases that started in early August was very instrumental in allowing us to bring back, as I mentioned in my opening remarks, substantially all of our staff at our imaging centers, and by October 1 bring everybody back to their full compensation. Fortunately, I believe that the benefits that we saw in the third quarter, some of which were as a result of lower salaries and other accommodations made with some of our vendors, have now allowed us to anticipate the increased costs from going back to normal staffing and what we’re expecting to be a nice increase in revenue for the whole of the fourth quarter, as opposed to the somewhat average and lower volumes for the whole of the third quarter.

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Brian Tanquilut

That’s awesome, Howard, and then, I guess, just the last question for me is a follow-up on that. Howard, how are you thinking about the durability of the cost savings initiatives that you’ve put through? I know, Howard, you just said that you’ve reinstated a lot of the compensation, so how should we be thinking about the cost structure as we look at Q4 and going forward? Thank you.

Dr. Howard G. Berger

Okay, Brian. Well, I think the pause, as I referred to it, during the second and third quarters has allowed us to look at many factors of the Company’s operations, which I think uniquely was created by the markedly reduced volumes that we saw in April and May predominantly. Because the Company had grown so rapidly, primarily through acquisitions, we found that we did have a number of centers relatively close to each other, that patients, given the circumstances, were willing to travel to more than we might have thought in the past. So, I think coming out of this year, we have created a lot of operational efficiencies both from the staffing standpoint and the number of facilities that we need to operate, and I believe the combination of those will create some improvement in our performance, which we mentioned.

I think, perhaps, the best way to look at this, Brian, would be that the margin expansion that we saw in the third quarter is what we’re going to focus on to try to replicate in forward-going quarters. Of course, that’s subject to, perhaps, some of the cuts in the Medicare reimbursement, should they go through, which will hurt those margins a little bit, but I think the additional cost savings that have not been fully implemented, that we anticipate in 2021, will help mitigate that, along with sustaining what I think is better workflows and efficiencies in our staffing. So, I think, perhaps looking at our margins going forward would be the best way to estimate what the sustainability of the cost savings are.

Brian Tanquilut

Awesome. Thanks, Howard.

Dr. Howard G. Berger

Thank you, Brian. Take care.

Operator

We will now take our next question from Mitra Ramgopal with Sidoti.

Mitra Ramgopal

Yes, hi, good morning. Thanks for taking the questions. First, I’m just trying to get a sense in terms of the volume rebound you saw. Clearly, the environment is much better with the easing of the lockdown restrictions, etc., but I was curious also if you’re seeing any benefit as a result of maybe some of your competitors not being able to survive the pandemic.

Dr. Howard G. Berger

Well, I think the—good morning, I should say, Mitra. I think that there’s two facets that answer your question.

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As far as our competitors are concerned, I think that the impact of COVID will be something that we’ll see more of in 2021, as some of our competitors who have not had the financial resources that we have, as well as potentially the moving cuts in Medicare, force them to consider the viability of their own businesses. I think the liquidity position that we’re in has put us in a good position to potentially take benefit from that.

As far as volumes are concerned, I think there is a myriad of factors that play both ways on that. First of all, I think it should be understand that our volumes have come back substantially to the pre-COVID levels. I believe that there will be a number of people who still remain reluctant to come out of (audio interference), and I believe that will stay that way for probably well into 2021, when, hopefully, as was announced this morning by Pfizer, we come closer to a vaccine that is not only effective, but will be sought after by the majority of people.

We do have some anecdotal evidence that that is, indeed, the case, because one of the largest portions of our business, meaning the x-ray business, is the one that has not as yet returned to the pre-COVID levels, and I believe that’s explained by the fact that there is still a number of people who aren’t accessing their routine health or physicals or rather minor problems, and, number two, elective surgeries are still down, and those people who traditionally get chest x-rays or other procedures (inaudible) their surgery is also down. So, I think those will trail and they’ll rebound more in the second half of next year. Fortunately, x-rays are not a major driver in our (audio interference). The flip side, I believe part of the return to normal volumes is the fact that people were not accessing their (audio interference) were not accessing healthcare as necessary, and now seeing that little bit of rebound from that pent-up demand. I think those two kind of counteract each other.

Somewhere in the mix there, I think you put into the factors that people like Cigna and other health insurers are continuing the make major drives or directing people away from hospitals, and people, themselves, perhaps now look at outpatient ancillary services, particularly imaging, in a little bit more of the rational light, given the fact that they prefer not to go into the environment of a hospital.

I think all of those factors have weighed in and will continue to improve for us, particularly going into the latter half of 2021.

Mitra Ramgopal

Okay, no, that’s great, thanks for the color on that. Then, I’m just curious, on the margin—obviously, we saw really nice EBITDA margin expansion, and you’ve certainly rationalized the business with the COVID impact. I was just curious, going forward now, how quickly we should expect those savings just to continue to flow through versus maybe balancing the need to—or some of the growth opportunities you’ve talked about, whether it’s in mammography and elsewhere.

Dr. Howard G. Berger

Well, I think mammography—and I’m glad you mentioned that, Mitra—it has been, and will continue to be, a major focus of the Company’s efforts. In the collaboration agreement that we announced with Hologic, part of that is to take almost our—all of our 300 mammography systems to the new Hologic high-definition platform and make those a unique state-of-the-art opportunity, that will be the first of its kind, really, in the United States, and then putting on top of that the artificial intelligence that we hope to have. Getting approval from the FDA in the early part of the year will allow us, I think, to have a competitive advantage, as well as expand the offerings that we have in a way that’s unlike any other operator out there, whether it’s hospital-based or outpatient imaging. Putting those together, currently being about 4% of all the mammography in the United States, and we believe putting our centers with new technology and our own artificial intelligence, will allow us to expand and increase that percentage even more than it is right now.

So, I think you can look to the mammography portion of our business to continue to grow disproportionately to the rest of the business, and in and of itself, I think is a potential harbinger of where we, as a company, want to go with other screening procedures, particularly for prostate, colon and chest, to make these similar to mammography, something that can be ordered individuals themselves and supported by the insurance companies as part of a wellness (inaudible), hope to advance in 2021. I expect that you’ll be hearing more of that from us, also.

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Mitra Ramgopal

Okay, no, thanks. Then, finally, as you mentioned, you’re probably going to be the best placed operator coming out of the pandemic in the industry. I’m just curious if we should expect you to be even more aggressive in terms of expansion plans? You’ve obviously just announced a new JV and an expanded relationship. I’m just wondering what the pipeline looks like, and also the appetite for M&A.

Dr. Howard G. Berger

Well, the pipeline has always been good here. Generally speaking, we don’t go knocking on doors looking for acquisitions. We want motivated sellers, if you will, or opportunities that come our way, and we expect that those will increase in 2021. Particularly, if the Medicare reimbursement cuts are implemented, I think it’s just going to make it that much more difficult for the insurer mom-and-pop and smaller operator to be viable.

We will remain disciplined. Part of our growth strategy, since we’ve achieved leverage ratios that we’re very pleased with, and hope to even lower, we need to continue to be disciplined about how we do our acquisitions to make certain that the Company does not leverage itself higher than what we believe are comfortable levels, and, in fact, that we’re looking to improve upon (audio interference). If we had a disciplined growth strategy, it may very well be, particularly on the East Coast, where we have imaging demand in some of our markets, particularly in the New York marketplace, then we may need to build more centers if we don’t find the opportunities for acquisitions (inaudible).

Mitra Ramgopal

Okay. Thanks again for taking the questions.

Operator

Thank you. We’ll now take our next question from John Ransom with Raymond James.

John Ransom

Good morning. Mark, the $11 million that you cited, does that include all the commercial contracts also tied to Medicare, or is that just Medicare?

Mark D. Stopler

That’s just Medicare. We have very few contracts that are tied to Medicare. When we were living through the Deficit Reduction Act, and the seven/eight years that followed, where Medicare was hitting reimbursement, we did a pretty good job of unbundling most of our commercial contracts from Medicare. We still have some, John. For instance the Medicare Advantage Plans, for the most part are still tied to Medicare reimbursement, so those will adjust, but it’s not going to be a material amount, maybe another couple to few million bucks.

John Ransom

Okay. My second question is—okay, let’s just assume that it’s $13 million, $14 million bad guy. What’s the good guy in terms of fully realized cuts in ’21, versus a partial year in ’20?

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Mark D. Stopler

Say that again, it was a little tough to hear you. The good guy as it relates to what?

John Ransom

Just the timing of having your cuts in place for the full year versus a partial year. In other words, we’ve got—make up a number —$10 million. We’ve only got $6 million in ‘20’, but we’ll get the full $10 million in ’21, so the net would be $4 million.

Dr. Howard G. Berger

We plan on having most or all of the cost savings initiatives that we’re working on right now in place for the beginning of 2021—and I’m talking about January. As we finalize our budgets for 2021, we will have the vast majority of our cost savings initiatives in our 2021 budgets.

John Ransom

I mean, quantitatively, there is a pickup because you’ll have a full year of those savings versus a partial year this year, because you really didn’t go into overdrive until maybe what, March/April. So, is there an offsetting effect, or am I just making this up?

Mark D. Stopler

I mean, yes. I mean, if you were to look at the third quarter results and its margins and what we produce in the fourth quarter, that will probably give you a good indication of kind of our run rate going into next year. Obviously, there’s some seasonality in this business, as you’re aware, John. First quarter tends to be our most difficult quarter, because of the reset of deductibles, as well as weather conditions on the East Coast, which tend to make our first quarter volatile year-over-year. But, aside from that, if you were to take our third and fourth quarter, which is obviously yet to be announced, into next year, that’ll give you, I think, a pretty good indication of the type of expense savings that you can annualize into next year.

John Ransom

Okay. Then, lastly, for me, what strikes me as possibly even a little odd is you operate in a couple of the toughest lockdown spaces in the U.S., California and New York, and if you talk to, say, other providers, they’re still seeing volumes down, call it high-single, low-double-digits, in those markets, but you’re kind of back to flat. Is there maybe some catch-up due to timing, you know, that people are just rescheduling procedures and there might be another little bit of an air pocket, or do you have any reason why your volumes would be higher than, say, physician office visits, in some of those markets or geographies, that sort of thing. Yes, you guys are just doing much better than I thought you would, just give your location.

Dr. Howard G. Berger

Hi, John. Yes, I think what’s happened is radiology and imaging, while it’s an elective procedure, is really an essential procedure, and I think as more and more of the articles come out about the reduction in healthcare, what people are recognizing is the way healthcare is bad healthcare and it’s more costly to the system.

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I think in the case of outpatient imaging, two factors are involved. Number one, people have determined that they’d rather be in an outpatient setting where the practice of safety measures can be more enhanced than it can be in hospitals, number one, and number two, taking mammography for an example, you can delay that, but it’s something that people estimate every month of the way is costly in terms of the potential morbidity and mortality related to breast cancer. So, delaying some of these procedures has been something that I think is now being recognized as unadvisable, number one. Number two, I think, just in general, we’ve recovered very nicely in New York, which was the most locked down market back in April and early May, and although we saw those reductions, we saw a very quick return in those markets disproportionate to the way other businesses are being handled. So, I think it’s a matter of doctors going back into their offices and more business being directed into outpatient centers than it is necessarily people not wanting to access appropriate healthcare.

John Ransom

Great. Thanks so much.

Operator

Thank you. That does conclude today’s question and answer session. I’d like to turn the conference back over to Management for any additional or closing remarks.

Dr. Howard G. Berger

Again, I would like to take the opportunity to thank all of our shareholders for their continued support, and, particularly, the employees of RadNet for their dedication and hard work. Management will continue its endeavor to be the market leader that provides great services with an appropriate return on investment for all stakeholders.

Thank you for your time today and I look forward to our next call. I wish all of you and your families good health and safety during this unprecedented time.

Operator

Thank you. That does concludes today’s conference. Thank you all for your participation. You may now disconnect.

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Document Type	8-K
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Document Period End Date	Nov. 09, 2020
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Entity Registrant Name	RadNet, Inc.
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Entity Tax Identification Number	13-3326724
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Entity Address, Address Line One	1510 Cotner Avenue
Entity Address, City or Town	Los Angeles
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