radnet_8k-042910.htm
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 29, 2010
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19019
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13-3326724
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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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 (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD
Disclosure
On April
29, 2010, we issued a press release announcing financial guidance for the fiscal
year ending December 31, 2010. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report.
The press
release includes non-GAAP financial measures.
Adjusted
EBITDA and free cash flow are non-GAAP financial measures used as analytical
indicators by our management and the healthcare industry to assess business
performance, and is measures of our leverage capacity and ability to service
debt. Neither Adjusted EBITDA or free cash flow should be considered
as a measure of financial performance under GAAP, and the items excluded from
Adjusted EBITDA and free cash flow should not be considered in isolation or as
alternatives to income from operations, cash flows generated by operating,
investing or financing activities or other financial statement data as
indicators of financial performance or liquidity. As Adjusted EBITDA
and free cash flow are not measurements determined in accordance with GAAP and
are therefore susceptible to varying methods of calculation. These
metrics, as presented, may not be comparable to other similarly titled measures
of other companies.
We
present Adjusted EBITDA because we believe it assists investors and analysts in
comparing our performance across reporting periods on a consistent basis by
excluding items that we do not believe are indicative of our core operating
performance. In addition, we use Adjusted EBITDA in developing our
internal budgets, forecasts and strategic plan; to evaluate potential
acquisitions; and to measure our compliance with certain covenants under our
credit facilities, including our New Credit Facilities.
Adjusted
EBITDA has limitations as an analytical tool. Some of these
limitations are:
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Adjusted
EBITDA does not reflect our cash purchases, or future requirements for
capital expenditures or contractual commitments;
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Adjusted
EBITDA does not reflect changes in, or cash requirements for, our working
capital needs;
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Adjusted
EBITDA does not reflect the significant interest expense, or the cash
requirements necessary to service interest or principal payments, on our
indebtedness;
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although
depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future,
and Adjusted EBITDA does not reflect any cash requirements for such
replacements;
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non-cash
compensation is and will remain a key element of our overall long-term
incentive compensation package, although we exclude it as an expense when
evaluating our ongoing operating performance for a particular
period;
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Adjusted
EBITDA does not reflect the impact of earnings or charges resulting from
matters we consider not to be indicative of our ongoing operations;
and
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other
companies in our industry may calculate Adjusted EBITDA differently than
we do, limiting its usefulness as a comparative
measure.
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We
present free cash flow because we believe it assists investors by relating our
operating cash flow to the capital that is spent to continue and improve
business operations, such as investment in our existing businesses. Further,
free cash flow facilitates our ability to strengthen our balance sheet, to repay
our debt obligations and to make acquisitions. Free cash flow has
limitations as an analytical tool as well. Some of these limitations
are that it does not represent the residual cash flow available for
discretionary expenditures as it does not incorporate certain cash payments
including payments made on capital lease obligations or cash payments for
business acquisitions
Because
of these limitations, Adjusted EBITDA and free cash flow should not be
considered in isolation or as a substitute for performance measures calculated
in accordance with GAAP. We compensate for these limitations by
relying primarily on our GAAP results and using Adjusted EBITDA and free cash
flow only supplementally. In evaluating Adjusted EBITDA and cash
flow, you should be aware that in the future we may incur expenses that are the
same as or similar to some of the adjustments in this offering
memorandum. Our presentation of Adjusted EBITDA and free cash flow
should not be construed as an inference that our future results will be
unaffected by unusual or non-recurring items. Our consolidated
financial statements and the notes to those statements.
The press
release contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Specifically, statements
concerning our ability to continue to grow our business, anticipated
contributions from recently completed acquisitions, anticipated revenue despite
lower Medicare reimbursement associated with the 2010 Medicare Fee Schedule, the
difficult reimbursement environment and economic climate, returning to more
normalized per-day procedural volumes, anticipated capital expenditures, the
quality of our medical services, our access to leading technology, market
recognition of our centers, spending and our financial guidance. Our
statements that are not statements of historical fact 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 our actual results to differ materially from
the statements contained herein. Further information on potential risk factors
that could affect our business and our financial results are detailed in our
most recent Annual Report on Form 10-K, 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. We undertake 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. The guidance does not include the impact of any future
acquisitions, stock repurchases or potential restructuring activities we may
undertake during the period.
The
information in this Current Report, including the exhibit hereto, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any registration statement or other document
filed with the Securities and Exchange Commission, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
Exhibit
99.1 Press release
issued by RadNet, Inc. on April 29, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
April 29, 2010
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RadNet,
Inc.
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By:
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Name:
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Jeffrey
L. Linden
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Title:
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Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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99.1
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Press
release issued by RadNet, Inc. on April 29, 2010 (this exhibit is
furnished and not filed)
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