What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 325 added, 158 removed, 554 unchanged (47% of the section changed)

35 unchanged sentences

Common stock - $ 0.0001 par value, 200,000,000 shares authorized;

74,956,566 and 74,036,993 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

75,067,102 and 74,036,993 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital 1,025,936 988,147

Accumulated other comprehensive loss ( 3,919 ) ( 9,061 )

Accumulated other comprehensive income (loss) 6,627 ( 9,061 )

Accumulated deficit ( 100,257 ) ( 76,785 )

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Service fee revenue $ 468,063 $ 422,745 $ 907,412 $ 819,934

8 unchanged sentences

Total operating expenses 467,351 424,868 962,851 845,236

(LOSS) INCOME FROM OPERATIONS ( 24,101 ) 11,339

INCOME FROM OPERATIONS 30,879 34,846 6,778 46,185

OTHER INCOME AND EXPENSES

2 unchanged sentences

Non-cash change in fair value of interest rate swap 1,956 1,890 4,062 674

Debt restructuring and extinguishment expenses — 8,762 — 8,762

Other income ( 7,764 ) ( 7,900 ) ( 15,476 ) ( 10,834 )

Total other expenses 7,025 25,445 16,059 33,238

(LOSS) INCOME BEFORE INCOME TAXES ( 33,135 ) 3,546

Benefit from income taxes 3,398 1,864

NET (LOSS) INCOME ( 29,737 ) 5,410

INCOME (LOSS) BEFORE INCOME TAXES 23,854 9,401 ( 9,281 ) 12,947

(Provision for) benefit from income taxes ( 820 ) ( 2,456 ) 2,578 ( 592 )

NET INCOME (LOSS) 23,034 6,945 ( 6,703 ) 12,355

Net income attributable to noncontrolling interest 8,580 9,927 16,769 18,116

NET LOSS ATTRIBUTABLE TO RADNET, INC.

NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 14,454 $ ( 2,982 ) $ ( 23,472 ) $ ( 5,761 )

BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.

BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 0.19 $ ( 0.04 ) $ ( 0.32 ) $ ( 0.08 )

DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 0.19 $ ( 0.04 ) $ ( 0.32 ) $ ( 0.08 )

WEIGHTED AVERAGE SHARES OUTSTANDING

Basic and Diluted 74,382,356 69,307,078

Basic 74,352,498 73,419,124 74,070,438 71,795,080

Diluted 75,531,743 73,419,124 74,070,438 71,795,080

The accompanying notes are an integral part of these financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS)

Three Months Ended March 31,

NET (LOSS) INCOME $ ( 29,737 ) $ 5,410

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

NET INCOME (LOSS) $ 23,034 $ 6,945 $ ( 6,703 ) $ 12,355

Foreign currency translation adjustments 9,523 ( 631 ) 13,632 ( 2,829 )

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes 1,023 6,517 2,056 7,256

COMPREHENSIVE (LOSS) INCOME ( 24,595 ) 3,951

COMPREHENSIVE INCOME 33,580 12,831 8,985 16,782

Less comprehensive income attributable to noncontrolling interests 8,580 9,927 16,769 18,116

COMPREHENSIVE LOSS ATTRIBUTABLE TO RADNET, INC.

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 25,000 $ 2,904 $ ( 7,784 ) $ ( 1,334 )

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(IN THOUSANDS EXCEPT SHARE DATA)

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the three months ended March 31, 2025 and March 31, 2024.

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the three months ended June 30, 2025 and June 30, 2024.

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

Shares Amount

BALANCE - DECEMBER 31, 2024 74,036,993 $ 7 $ 988,147 $ ( 9,061 ) $ ( 76,785 ) $ 902,308 $ 231,102 $ 1,133,410

BALANCE - MARCH 31, 2025 74,956,566 $ 7 $ 1,016,762 $ ( 3,919 ) $ ( 114,711 ) $ 898,139 $ 238,378 $ 1,136,517

Issuance of common stock upon exercise of options 50,340 1 433 — — 434 — 434

Issuance of common stock under the equity compensation plan 63,877 — — — — — — —

Stock-based compensation expense — — 8,761 — — 8,761 — 8,761

Forfeiture of restricted stock and share cancellation ( 3,681 ) — ( 20 ) — — ( 20 ) — ( 20 )

Distributions paid to noncontrolling interests — — — — — — ( 2,400 ) ( 2,400 )

Contributions from noncontrolling interests — — — — — — 2,389 2,389

Change in cumulative foreign currency translation adjustment — — — 9,523 — 9,523 — 9,523

Change in fair value of cash flow hedge from prior periods reclassified to earnings — — — 1,023 — 1,023 — 1,023

Net income — — — — 14,454 14,454 8,580 23,034

BALANCE - JUNE 30, 2025 75,067,102 $ 8 $ 1,025,936 $ 6,627 $ ( 100,257 ) $ 932,314 $ 246,947 $ 1,179,261

BALANCE - MARCH 31, 2024 73,901,654 $ 7 $ 969,248 $ ( 13,943 ) $ ( 82,357 ) $ 872,955 $ 204,370 $ 1,077,325

Issuance of common stock upon exercise of options 59,306 — 359 — — 359 — 359

Issuance of common stock under the equity compensation plan 41,120 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 4,984 — — — — — — —

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Net (loss) income — — — — ( 2,982 ) ( 2,982 ) 9,927 6,945

BALANCE - MARCH 31, 2025 74,956,566 $ 7 $ 1,016,762 $ ( 3,919 ) $ ( 114,711 ) $ 898,139 $ 238,378 $ 1,136,517

BALANCE - JUNE 30, 2024 73,968,042 $ 7 $ 974,355 $ ( 8,057 ) $ ( 85,339 ) $ 880,966 $ 211,874 $ 1,092,840

The accompanying notes are an integral part of these financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS EXCEPT SHARE DATA)

The following table summarizes changes in the Company’s consolidated stockholders' equity, including noncontrolling interest, during the six months ended June 30, 2025 and June 30, 2024.

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total RadNet, Inc.'s Equity Noncontrolling Interests Total Equity

Shares Amount

BALANCE - DECEMBER 31, 2024 74,036,993 $ 7 $ 988,147 $ ( 9,061 ) $ ( 76,785 ) $ 902,308 $ 231,102 $ 1,133,410

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Stock-based compensation expense — — 37,275 — — 37,275 — 37,275

Issuance of common stock, net of issuance costs 5,232,500 — 218,385 — — 218,385 — 218,385

Issuance of common stock in connection with acquisitions 95,019 — 4,607 — — 4,607 — 4,607

Forfeiture of restricted stock and share cancellation ( 6,337 ) — ( 40 ) — — ( 40 ) — ( 40 )

Contribution from noncontrolling partner — — 11,601 — — 11,601 — 11,601

Distributions paid to noncontrolling interests — — — — — — ( 3,313 ) ( 3,313 )

Contributions from noncontrolling interests — — — — — — 2,389 2,389

Change in cumulative foreign currency translation adjustment — — — 13,632 — 13,632 — 13,632

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 2,056 — 2,056 — 2,056

Net (loss) income — — — — ( 23,472 ) ( 23,472 ) 16,769 ( 6,703 )

BALANCE-BALANCE - JUNE 30, 2025 75,067,102 $ 8 $ 1,025,936 $ 6,627 $ ( 100,257 ) $ 932,314 $ 246,947 $ 1,179,261

BALANCE - DECEMBER 31, 2023 67,956,318 $ 7 $ 722,750 $ ( 12,484 ) $ ( 79,578 ) $ 630,695 $ 182,664 $ 813,359

Issuance of common stock upon exercise of options 60,605 — 367 — — 367 — 367

Issuance of common stock under the equity compensation plan 657,887 — — — — — — —

Issuance of common stock under the DeepHealth equity compensation plan 9,377 — — — — — — —

Stock-based compensation expense — — 16,679 — — 16,679 — 16,679

Sale of economic interests in majority owned subsidiary, net of taxes — — — — — — 13,517 13,517

Issuance of common stock 5,232,500 — 218,385 — — 218,385 — 218,385

Issuance of common stock in connection with acquisitions 95,019 — 4,607 — — 4,607 — 4,607

Forfeiture of restricted stock and share cancellation ( 43,664 ) — ( 34 ) — — ( 34 ) — ( 34 )

Distributions paid to noncontrolling interests — — — — — — ( 2,423 ) ( 2,423 )

Contributions from noncontrolling interests — — 11,601 — — 11,601 — 11,601

Change in cumulative foreign currency translation adjustment — — — ( 2,829 ) — ( 2,829 ) — ( 2,829 )

Change in fair value of cash flow hedge from prior periods reclassifed to earnings — — — 739 — 739 — 739

Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes — — — 7,256 — 7,256 — 7,256

Net loss (income) — — — — ( 5,761 ) ( 5,761 ) 18,116 12,355

BALANCE - MARCH 31, 2024 73,901,654 $ 7 $ 969,248 $ ( 13,943 ) $ ( 82,357 ) $ 872,955 $ 204,370 $ 1,077,325

BALANCE-JUNE 30, 2024 73,968,042 $ 7 $ 974,355 $ ( 8,057 ) $ ( 85,339 ) $ 880,966 $ 211,874 $ 1,092,840

The accompanying notes are an integral part of these financial statements.

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(IN THOUSANDS)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income $ ( 6,703 ) $ 12,355

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 71,476 66,843

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Loss on sale and disposal of equipment 2,126 587

Loss on extinguishment of debt — 2,080

Lease abandonment charges 5,511 —

Amortization of cash flow hedge, net of taxes 1,033 739

Amortization of cash flow hedge 2,712 7,256

Non-cash change in fair value of interest rate swap 4,062 674

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CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of imaging facilities and other acquisitions ( 3,794 ) ( 3,531 )

Purchase of imaging facilities and other acquisitions, net of cash acquired ( 31,985 ) ( 32,771 )

Purchase of property and equipment and other ( 101,776 ) ( 104,095 )

Proceeds from sale of equipment 40 9

Equity contributions in existing joint ventures ( 4,147 ) —

Equity contributions in existing and purchase of interest in joint ventures ( 20,480 ) ( 1,421 )

Net cash used in investing activities ( 154,201 ) ( 138,278 )

2 unchanged sentences

Payments on Term Loan Debt ( 10,252 ) ( 682,438 )

Contribution from noncontrolling partners — 4,169

Proceeds from issuance of new debt, net of issuing costs 99,001 863,869

Purchase of noncontrolling interests by third party 2,389 4,169

Payments on contingent consideration and holdbacks — ( 3,614 )

Distributions paid to noncontrolling interests ( 3,313 ) ( 2,423 )

2 unchanged sentences

Proceeds from issuance of common stock upon exercise of options 554 367

Net cash (used in) provided by financing activities ( 7,510 ) 228,296

Net cash provided by financing activities 84,918 404,404

EFFECT OF EXCHANGE RATE CHANGES ON CASH 586 ( 107 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 22,697 ) 184,410

NET INCREASE IN CASH AND CASH EQUIVALENTS 93,132 399,109

CASH AND CASH EQUIVALENTS, beginning of period 740,020 342,570

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Supplemental Schedule of Non-Cash Investing and Financing Activities

We acquired equipment and certain leasehold improvements for approximately $ 62.5 million and $ 44.1 million during the three months ended March 31, 2025 and 2024, respectively, which were not paid for as of March 31, 2025 and 2024 , respectively.

We acquired equipment and certain leasehold improvements for approximately $ 74.5 million and $ 45.4 million during the six months ended June 30, 2025 and 2024, respectively, which were not paid for as of June 30, 2025 and 2024 , respectively.

The amounts due were recorded in our condensed consolidated balance sheet under accounts payable, accrued expenses and other.

During the three months ended March 31, 2025, we acquired certain assets from entities engaged in the practice of radiology or related businesses.

These acquisitions included holdbacks and other liabilities totaling $ 1.1 million that we had not paid for as of March 31, 2025.

During the six months ended June 30, 2025, we acquired certain assets from entities engaged in the practice of radiology or related businesses.

These acquisitions included holdbacks, contingent liabilities and other liabilities totaling $ 12.8 million that we had not paid for as of June 30, 2025.

The accrued amounts are reflected in our consolidated balance sheets under accrued expenses and other non-current liabilities.

On June 12, 2025, we entered into a $ 17.0 million promissory note with Dignity Health, a related party and joint venture member of Arizona Diagnostic Radiology Group, LLC, to reclassify a previously outstanding balance from due from affiliates to prepaid expenses and other current assets.

As a result, a non-cash reclassification of $ 5.7 million was made from Other Current Assets to Other Assets to reflect the long-term portion of the note.

On April 1, 2024, we issued promissory notes in the amount of $ 6.3 million to acquire radiology equipment previously leased under operating leases.

On March 31, 2024, we issued an additional 12.5 % in noncontrolling interest in our Ventura County Imaging Group, LLC joint venture in exchange for $ 5.1 million which was not paid for as of March 31, 2024.

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We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States.

At March 31, 2025, we operated directly or indirectly through joint ventures with hospitals, 401 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

At June 30, 2025, we operated directly or indirectly through joint ventures with hospitals, 405 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, New York and Texas.

Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders.

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However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues.

The Consolidated Medical Group on a combined basis recognized $ 58.2 million and $ 52.3 million of revenue, net of management services fees to RadNet, for the three months ended March 31, 2025 and 2024, respectively.

RadNet recognized $ 238.6 million and $ 234.8 million of total billed net service fee revenue for the three months ended March 31, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

In our condensed consolidated balance sheets at March 31, 2025 and December 31, 2024, we have included approximately $ 117.5 million and $ 103.0 million, respectively, of accounts receivable and approximately $ 31.5 million and $ 22.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

The cash flows of the Consolidated Medical Group are included in the accompanying condensed consolidated statements of cash flows.

The Consolidated Medical Group on a combined basis recognized $ 48.3 million and $ 54.9 million of revenue, net of management services fees to RadNet, for the three months ended June 30, 2025 and 2024, respectively and $ 48.3 million and $ 54.9 million of operating expenses for the three months ended June 30, 2025 and 2024, respectively.

RadNet recognized $ 265.6 million and $ 231.1 million of total billed net service fee revenue for the three months ended June 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

The Consolidated Medical Group on a combined basis recognized $ 106.5 million and $ 107.2 million of revenue, net of management services fees to RadNet, for the six months ended June 30, 2025 and 2024, respectively and $ 106.5 million and $ 107.2 million of operating expenses for the six months ended June 30, 2025 and 2024, respectively.

RadNet recognized $ 504.1 million and $ 465.9 million of total billed net service fee revenue for the six months ended June 30, 2025, and 2024, respectively, for management services provided to the Consolidated Medical Group relating primarily to the technical portion of billed revenue.

In our condensed consolidated balance sheets at June 30, 2025 and December 31, 2024, we have included approximately $ 118.5 million and $ 103.0 million, respectively, of accounts receivable and approximately $ 32.1 million and $ 22.7 million of accounts payable and accrued liabilities related to the Consolidated Medical Group, respectively.

flows of the Consolidated Medical Group are included in the accompanying condensed consolidated statements of cash flows.

All intercompany balances and transactions have been eliminated in consolidation.

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Through our management agreements, we make available to the medical groups the imaging centers, including all furniture, fixtures and medical equipment therein.

The medical groups are compensated for their services from the professional component of the global net service fee revenue

and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups.

The medical groups are compensated for their services from the professional component of the global net service fee revenue and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups.

As such, the financial results of these groups are not consolidated in our financial statements.

1 unchanged sentence

generally accepted accounting principles for complete financial statements;

however, in the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended March 31, 2025 and 2024 have been made.

The results of operations for any interim period are not necessarily indicative of the results for a full year.

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Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans.

Our total revenues during the three months ended March 31, 2025 and 2024 are presented in the table below.

Our revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type.

revenues through the provision of management services provided to joint ventures.

We also generate revenues through our

software and AI subsidiaries which are included within other revenue.

patient service revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type, along with revenue generated from our management services and other sources such as software and AI.

Our total revenues for the three and six months ended June 30, 2025 and 2024 are presented in the table below.

Our patient service revenue is displayed as the estimated service fee, broken down by classification of insurance coverage type, along with revenue generated from our management services and other sources such as software and AI.

In Thousands Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Commercial insurance $ 278,902 $ 256,517 $ 541,410 $ 497,145

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ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients.

Services are generally provided pursuant to one-year contracts with healthcare providers.

Services are generally provided pursuant to one-year contracts with payors.

We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience.

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Proceeds on notes receivables are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long-term portion.

Amounts remaining to be collected on these agreements were $ 4.1 million and $ 4.2 million at March 31, 2025 and December 31, 2024, respectively.

Amounts remaining to be collected on these agreements were $ 4.1 million and $ 4.2 million at June 30, 2025 and December 31, 2024, respectively.

We do not utilize factoring arrangements as an integral part of our financing for working capital and assess the party's ability to pay upfront at the inception of the notes receivable and subsequently by reviewing their financial statements annually and reassessing any insolvency risk on a periodic basis.

DEFERRED FINANCING COSTS - Costs of financing are deferred and amortized using the effective interest rate method and are related to our revolving credit facilities.

Deferred financing costs, net of accumulated amortization, were $ 2.1 million and $ 2.3 million as of March 31, 2025 and December 31, 2024, respectively.

Deferred financing costs, net of accumulated amortization, were $ 2.0 million and $ 2.3 million as of June 30, 2025 and December 31, 2024, respectively.

See Note 6, Credit Facilities and Notes Payable for more information.

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Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

GOODWILL - Goodwill at March 31, 2025 totaled $ 717.5 million.

Acquisition-related costs are expensed as incurred and are included in Cost of operations, excluding depreciation and amortization, in the consolidated statements of operations.

For the three and six ended June 30, 2025, such costs totaled approximately $ 2.3 million and $ 3.0 million, respectively.

GOODWILL - Goodwill at June 30, 2025 totaled $ 751.5 million.

Goodwill is recorded as a result of business combinations.

If we determine the carrying value of a reporting unit exceeds its fair value an impairment charge would be recognized and should not exceed the total amount of goodwill allocated to that reporting unit.

We tested goodwill and indefinite lived intangibles for impairment on October 1, 2024 noting no impairment, and we have not identified any indicators of impairment through March 31, 2025.

Activity in goodwill for the three months ended March 31, 2025 is provided below (in thousands):

Imaging Center segment Digital Health segment

We tested goodwill and indefinite lived intangibles for impairment on October 1, 2024 noting no impairment, and we have not identified any indicators of impairment through June 30, 2025.

Activity in goodwill for the six months ended June 30, 2025 is provided below (in thousands):

Imaging Center segment Digital Health segment Total

Balance as of December 31, 2024 628,537 $ 82,126 $ 710,663

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Currency translation 2,221 6,579 8,800

Balance as of March 31, 2025 $ 632,506 $ 84,974 $ 717,480

Balance as of June 30, 2025 $ 642,878 $ 108,636 $ 751,514

The amount of goodwill that is expected to be deductible for tax purposes as of June 30, 2025 is $ 135.2 million.

INTANGIBLE ASSETS - Intangible assets are primarily related to our business combinations and software development.

They include the estimated fair values of such items as service agreements, customer lists, covenants not to compete, acquired technologies, and trade names.

The components of intangible assets, both finite and indefinite lived, along with annual amortization expense that will be recorded over the next five years at March 31, 2025 and December 31, 2024 are as follows (in thousands):

As of March 31, 2025:

The components of intangible assets, both finite and indefinite lived, along with annual amortization expense that will be recorded over the next five years at June 30, 2025 and December 31, 2024 are as follows (in thousands):

As of June 30, 2025:

2025* 2026 2027 2028 2029 Thereafter Total Weighted average amortization period remaining in years

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Total annual amortization $ 6,850 $ 13,189 $ 12,164 $ 11,950 $ 6,808 $ 40,117 $ 91,078

*Excluding the three months ended March 31, 2025

*Excluding the six months ended June 30, 2025

As of December 31, 2024:

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Total annual amortization $ 12,017 $ 11,568 $ 10,563 $ 10,423 $ 5,065 $ 31,715 $ 81,351

Total intangible asset amortization expense was $ 3.1 million and $ 3.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

Total intangible asset amortization expense was $ 3.2 million and $ 6.3 million for the three and six months ended June 30, 2025, respectively.

Total amortization expense was $ 3.1 million and $ 6.2 million for the three and six months ended June 30, 2024, respectively.

Intangible assets are amortized using the straight-line method over their useful life determined at acquisition.

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Developed technology is capitalized and amortized over the useful life of the software when placed into service.

Trade names and IPR&D are reviewed annually for impairment.

Trade names and IPR&D are reviewed annually for impairment, or when indicators of impairment are presented.

INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates.

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For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized.

In 2021, the Organization for Economic Co-operation and Development ("OECD") announced an inclusive framework on base erosion and profit shifting including Pillar Two Model Rules defining the global minimum tax, which calls for taxation of large multinational corporations at a minimum rate of 15%.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which enacts significant changes to the U.S.

Tax and related laws.

Some of the provisions of the new tax law that affect corporations include but are not limited to expensing of domestic specified research or experimental expenditures, increasing the limit of the deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The Company is currently evaluating the impact that the new tax law will have on its financial condition and results of operations.

The impact of the tax law changes from the OBBBA will be included in the Company's financial statements beginning in the nine months ending September 30, 2025, and applied prospectively based on the effective dates of the tax law.

of large multinational corporations at a minimum rate of 15%.

Subsequently, multiple sets of administrative guidance have been issued.

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For 2025, we expect that we will meet one or more transactional safe harbor rules, and as such, we do not believe Pillar Two model will have an impact on our annual effective tax rate for the year ending December 31, 2025.

We recorded an income tax benefit of $ 3.4 million, or an effective tax rate of 10.3 %, for the three months ended March 31, 2025, and a benefit of $ 1.9 million, or an effective tax rate of ( 52.6 )% for the three months ended March 31, 2024.

The income tax rates for the three months ended March 31, 2025 diverge from the federal statutory rate due to (i) officer's compensation limitations;

We recorded an income tax provision of $ 0.8 million, or an effective tax rate of 3.4 %, for the three months ended June 30, 2025, compared to $ 2.5 million, or an effective tax rate of 26.1 % for the three months ended June 30, 2024.

We recorded an income tax benefit of $ 2.6 million, or an effective tax rate of 27.8 %, for the six months ended June 30, 2025 compared to an income tax provision of $ 0.6 million, or an effective tax rate of 4.6 % for the six months ended June 30, 2024.

The income tax rates for the three and six months ended June 30, 2025 diverge from the federal statutory rate due to (i) officer's compensation limitations;

(ii) nondeductible stock compensation expense;

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Our ROU assets consist of facility and equipment assets on operating leases.

No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of March 31, 2025.

No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of June 30, 2025.

Our facility leases require us to maintain insurance policies which would cover major damage to our facilities.

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We may abandon low utilization leases and divert the patients to nearby centers.

During the three months ended March 31, 2025, we closed several imaging centers with lower utilization and recognized lease abandonment charges of approximately $ 5.4 million in our Imaging Center segment.

Of these amounts, $ 4.8 million were related to right-of-use assets impairment and $ 0.6 million were related to the write-off of leasehold improvements for the three months ended March 31, 2025.

During the six months ended June 30, 2025, we closed several imaging centers with lower utilization and recognized lease abandonment charges of approximately $ 5.5 million in our Imaging Center segment.

Of these amounts, $ 4.8 million were related to right-of-use assets impairment and $ 0.7 million were related to the write-off of leasehold improvements for the six months ended June 30, 2025.

COMPREHENSIVE LOSS - Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) ("OCI") and its components.

Our foreign currency translation adjustments and the amortization of balances associated with derivatives previously classified as cash flow hedges are included in OCI.

The components of OCI for the three months ended March 31, 2025 and 2024 are included in the Consolidated Statements of Comprehensive Loss .

INTEREST ON SECURITIES - We recognized income from interest on securities of approximately $ 7.7 million and $ 4.4 million for the three months ended March 31, 2025 and 2024, respectively.

The components of OCI for the three and six months ended June 30, 2025 and 2024 are included in the Consolidated Statements of Comprehensive Loss .

The following is a reconciliation of Foreign Currency Translation amounts for the three and six months ended June 30, 2025 and 2024 is provided below (in thousands):

For the three months ended June 30, 2025

March 31, 2025 Balance Currency Translation Adjustments Balance June 30, 2025 Balance

Currency Translation Adjustments $( 1,588 ) $ 9,523 $ 7,935

For the six months ended June 30, 2025

December 31, 2024 Balance Currency Translation Adjustments Balance June 30, 2025 Balance

Currency Translation Adjustments $(5,697) $ 13,632 $ 7,935

INTEREST ON SECURITIES - We recognized income from interest on securities of approximately $ 7.8 million and $ 8.7 million for the three months ended June 30, 2025 and 2024, respectively, and $ 15.5 million and $ 13.1 million for the six months ended June 30, 2025 and 2024.

This income is recorded within Other non-operating income in our Consolidated Statements of Operations .

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Under these arrangements, we arranged the 2019 Swaps with locked in 1 month Term Secured Overnight Financing Rate ("SOFR") rates at 1.89 % for the $ 100.0 million notional and at 1.98 % for the $ 400.0 million notional.

In October of 2023, the two agreements of $ 50,000,000 each matured and the remaining 2019 swaps have a total notional amount of $ 400,000,000 as of March 31, 2025.

In October of 2023, the two agreements of $ 50,000,000 each matured.

As of the effective date, we are liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates are above the arranged rates.

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change in fair value) is reported as a component of other accumulated comprehensive loss in the consolidated statement of equity.

The remaining gain or loss, if any, is recognized currently in earnings.

The cash flows for our $ 400.0 million and $ 100.0 million notional interest rate swap contract, both locked in at 1.98 %, did not match the cash flows for our term loans under our Barclays Credit Facility.

As a result, we determined that they are not effective as cash flow hedges.

Accordingly, all changes in their fair value for the $ 400.0 million notional and $ 100.0 million notional interest rate swaps are being recognized in earnings.

Prior to this determination, effective as of July 1, 2020,, the total change in fair value relating to swaps included in other comprehensive income was approximately $ 24.4 million, net of taxes.

This amount was amortized to interest expense through October 2023 at approximately $ 0.4 million per month and continues at approximately $ 0.3 million per month through October 2025.

A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 Swaps which remain ineffective is as follows (amounts in thousands):

For the three months ended March 31, 2025

Account December 31, 2024 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* March 31, 2025 Balance Location

The remaining gain or loss, if any, is recognized in earnings.

Effective July 1, 2020, it was determined that hedge accounting no longer applied and accordingly after that date all changes in the fair value of the swaps is recognized in earnings.

The amount included in accumulated other comprehensive income as of that date was approximately $ 24.4 million, net of taxes which was amortized to interest expense through October 2023 at approximately $ 0.4 million per month and then at approximately $ 0.3 million per month through October 2025.

A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 Swaps is as follows (amounts in thousands):

For the three months ended June 30, 2025

Account March 31, 2025 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes* June 30, 2025 Balance Location

Accumulated Other Comprehensive Loss, net of taxes $( 1,240 ) $ — $ 1,023 $( 217 ) Equity

*Net of taxes of $ 0.3 million for the three months ended March 31, 2025.

A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps which remain ineffective is as follows (amounts in thousands):

For the three months ended March 31, 2025

*Net of taxes of $ 0.3 million for the three months ended June 30, 2025.

For the six months ended June 30, 2025

Accumulated Other Comprehensive Loss, net of taxes $( 2,273 ) $ — $ 2,056 $( 217 ) Equity

*Net of taxes of $ 0.7 million for the six months ended June 30, 2025.

A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps is as follows (amounts in thousands):

For the three months ended June 30, 2025

Ineffective interest rate swap Amount recognized (current period ineffective portion) Location recognized in profit and loss (current period ineffective portion) Amount reclassified from accumulated OCI (prior period effective portion) Location reclassified from accumulated OCI into profit and loss (prior period effective portion)

Interest rate contracts $ 1,956 Other income (expense) $ 1,023 Interest Expense

See Fair Value Measurements below for the fair value of the 2019 Swaps at March 31, 2025.

For the six months ended June 30, 2025

Interest rate contracts $ 4,062 Other income (expense) $ 2,056 Interest Expense

See Fair Value Measurements below for the fair value of the 2019 Swaps at June 30, 2025.

CONTINGENT CONSIDERATION -

See-Mode Technologies Pte.

On June 2, 2025, we completed our acquisition of all the equity interests of See-Mode Technologies Pte.

Ltd., a Singapore-based AI company specializing in medical imaging.

As part of the purchase agreement, we agreed to pay up to $ 12.7 million in contingent consideration in RadNet common stock and cash, based on the achievement of three clinical and regulatory milestones:

First Milestone ($ 4.3 million):

Payable upon successful implementation of the company’s thyroid ultrasound detection product at four RadNet imaging centers, and execution of at least two new customer contracts totaling $150,000 in aggregate annual contract value by March 31, 2026.

Second Milestone ($ 4.2 million):

Payable upon FDA 510(k) clearance of the company’s breast ultrasound detection product, with submission required by March 31, 2026 and approval by December 31, 2026.

Third Milestone ($ 4.2 million):

Payable upon FDA 510(k) clearance of a new ultrasound product, with submission required by June 30, 2027 and approval by March 31, 2028.

Each contingent amount is payable 50 % in cash and 50 % in RadNet common shares.

The fair value of the contingent consideration will be assessed quarterly based on the probability of milestone achievement, which has been currently determined by management to be 97.5 %, 70 % and 40 % for the First, Second and Third Milestone, respectively.

A tabular roll forward of contingent consideration is as follows (amounts in thousands):

For the three months ended June 30, 2025

Entity Account March 31, 2025 Balance Additions Settlement of contingent consideration Change in valuation of contingent consideration June 30, 2025 Balance

See-Mode Technologies Pte.

Accrued expenses — $ 2,114 $ — $ — $ 2,114

See-Mode Technologies Pte.

Other non-current liabilities — $ 6,652 $ — $ — $ 6,652

FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy.

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The tables below summarize the estimated fair values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our condensed consolidated balance sheets, as follows (in thousands):

As of March 31, 2025

As of June 30, 2025

Level 1 Level 2 Level 3 Total

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The forward SOFR curve is readily available in the public markets or can be derived from information available in the public markets.

Contingent Consideration:

The table below summarizes the estimated fair values of contingent consideration relating to our See-Mode Technologies acquisition on June 2, 2025 that are subject to fair value measurements and the classification of these liabilities on our condensed consolidated balance sheets, as follows (in thousands):

As of June 30, 2025

Level 1 Level 2 Level 3 Total

Accrued expenses and other non-current liabilities

See-Mode Technologies

$ — $ — $ 8,766 $ 8,766

Long Term Debt:

The table below summarizes the estimated fair value compared to the face value of our long-term debt as follows (in thousands):

As of March 31, 2025

As of June 30, 2025

Level 1 Level 2 Level 3 Total Fair Value Total Face Value

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EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data):

Three Months Ended March 31,

NET LOSS ATTRIBUTABLE TO RADNET, INC.

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS $ 14,454 $ ( 2,982 ) $ ( 23,472 ) $ ( 5,761 )

BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.

BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS

Weighted average number of common shares outstanding during the period 74,352,498 73,419,124 74,070,438 71,795,080

Basic and diluted net loss per share attributable to RadNet, Inc.'s common stockholders

Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders

$ 0.19 $ ( 0.04 ) $ ( 0.32 ) $ ( 0.08 )

DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.

COMMON STOCKHOLDERS

Weighted average number of common shares outstanding during the period 74,352,498 73,419,124 74,070,438 71,795,080

Add non-vested restricted stock subject only to service vesting 65,276 — — —

Add additional shares issuable upon exercise of stock options and contingently issuable shares 1,113,969 — — —

Weighted average number of common shares used in calculating diluted net income per share 75,531,743 73,419,124 74,070,438 71,795,080

Net income (loss) attributable to RadNet, Inc's common stockholders for diluted share calculation

$ 14,454 $ ( 2,982 ) $ ( 23,472 ) $ ( 5,761 )

Diluted net income (loss) income per share attributable to RadNet, Inc.'s common stockholders

$ 0.19 $ ( 0.04 ) $ ( 0.32 ) $ ( 0.08 )

Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive:

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If there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost, adjusted for observable price changes and impairments, with changes recognized in net income.

As of March 31, 2025, we have three equity investments with an aggregate carrying value of $ 8.3 million.

No other observable price changes or impairments in our investments were identified as of March 31, 2025.

As of June 30, 2025, we have three equity investments with an aggregate carrying value of $ 8.3 million.

No other observable price changes or impairments in our investments were identified as of June 30, 2025.

INVESTMENT IN JOINT VENTURES – We have 12 unconsolidated joint ventures with ownership interests ranging from 35 % to 55 %.

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We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist.

No indicators of impairment existed as of March 31, 2025.

No indicators of impairment existed as of June 30, 2025.

Joint venture investment and financial information

The following table is a summary of our investment in joint ventures during the three months ended March 31, 2025 (in thousands):

The following table is a summary of our investment in joint ventures during the six months ended June 30, 2025 (in thousands):

Balance as of December 31, 2024 $ 104,057

Equity in earnings in these joint ventures 2,599

Equity in earnings in joint ventures 6,955

Distribution of earnings ( 5,688 )

Equity contributions in existing joint ventures 20,480

Balance as of March 31, 2025 $ 110,803

We charged management service fees from the centers underlying these joint ventures of approximately $ 6.1 million and $ 5.9 million for the three months ended March 31, 2025 and 2024.

We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures.

As we have the ability to exercise significant influence over our joint venture entities, we consider them related parties.

Balance as of June 30, 2025 $ 125,804

We charged management service fees from the centers underlying these joint ventures of approximately $ 6.5 million and $ 6.1 million for the three months ended June 30, 2025 and 2024 and $ 12.6 million and $ 12.0 million for the six months ended June 30, 2025 and 2024, respectively.

These joint ventures are considered related parties.

Amounts transacted between ourselves and the entities are in the ordinary course of business and are disclosed on our balance sheet in the due from/to affiliate accounts.

The following table is a summary of key balance sheet data for these joint ventures as of March 31, 2025 and December 31, 2024 and income statement data for the three months ended March 31, 2025 and 2024 (in thousands):

The following table is a summary of key balance sheet data for these joint ventures as of June 30, 2025 and December 31, 2024 and income statement data for the six months ended June 30, 2025 and 2024 (in thousands):

Balance Sheet Data:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets $ 66,995 $ 61,158

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Total net assets $ 214,803 $ 170,485

Income statement data for the three months ended March 31,

Income statement data for the six months ended June 30,

Net revenue $ 138,711 $ 130,546

Net income $ 14,908 $ 14,657

Promissory Note from Joint Venture Member

On June 12, 2025, we executed a $ 17.0 million promissory note with Dignity Health, a related party and joint venture member of Arizona Diagnostic Radiology Group, LLC ("ADRG").

Monthly principal payments of $ 0.9 million begin July 1, 2025, with interest accruing at the Wall Street Journal Prime Rate plus 2 %.

Future distributions from ADRG to Dignity will be applied to the note balance until fully repaid.

The note is expected to mature on December 1, 2026.

As of June 30, 2025, we recorded $ 11.3 million of the current portion of the notes in Due from Affiliates and $ 5.7 million of the non-current portion in Deposits and Other on our Condensed Consolidated Balance Sheet.

NOTE 3 – RECENT ACCOUNTING AND REPORTING STANDARDS

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We adopted this ASU for the year ended December 31, 2024, and applied the amendments retrospectively to all prior periods presented in our consolidated financial statements.

The interim disclosure requirements became effective for us beginning January 1, 2025, and have been reflected in our current period reporting.

In December 2023, the FASB issued Accounting Standards Updates (ASUs) 2023-09 ("ASU 2023-09"), Income Tax (Topic 740) Improvements to Income Tax Disclosures primarily related to the rate reconciliation and income taxes paid information.

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Early adoption is permitted.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impact to our financial condition and results of operations.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to enhance the transparency of certain expense disclosures.

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Imaging Center Segment

During the three months ended March 31, 2025, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

The primary reason for these acquisitions was to strengthen our presence in the California and Texas market.

During the six months ended June 30, 2025, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses.

The primary reason for these acquisitions was to strengthen our presence in the California and Texas markets.

These acquisitions are reported as part of our Imaging Center segment.

As of March 31, 2025, we made a preliminary fair value determination of the acquired assets and

assumed liabilities and the following were recorded (in thousands).

The valuation of assets acquired and liabilities assumed has not yet been finalized as of March 31, 2025;

and the fair value determination is preliminary and may be subject to change:

As of June 30, 2025, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands).

The valuation of assets acquired and liabilities assumed has not yet been finalized and remains subject to change, primarily related to the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

The fair value determination is preliminary and may be updated as additional information becomes available.

Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Intangible Assets Other Assets Right of Use Liabilities

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Hillcroft Medical Clinic 3/7/2025 735 278 — 406 50 — —

North County Radiology Oceanside LLC 4/1/2025 1,702 238 599 1,307 150 7 ( 599 )

Faculty Physicians and Surgeons of LLUSM (Palm Imaging) 5/1/2025 1,400 648 — 702 50 — —

California MSK MSO, LLC (OSS Burbank) 5/1/2025 500 330 — 70 100 — —

HALO Centers LLC (Indian Wells) 5/1/2025 $ 7,850 1,714 2,439 6,072 50 15 ( 2,439 )

Total 16,388 3,795 6,276 12,120 450 22 ( 6,276 )

*Fair Value Determination is Final

Factors contributing to the recognition of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition.

Digital Health Segment

See-Mode Technologies

On June 2, 2025, we acquired all of the equity interest in See-Mode Technologies (“See-Mode”), a medical technology company focused on using artificial intelligence to enhance ultrasound-based diagnostics.

See-Mode’s operations are included in our Digital Health segment for reporting purposes.

The transaction was accounted for as the acquisition of a business with a total purchase consideration of approximately $ 28.7 million, including:

(i) cash of $ 17.9 million, (ii) a holdback of $ 2.0 million cash to be released 18 months after acquisition, and (iii) contingent consideration of $ 8.8 million.

We recorded $ 0.2 million in other net assets, $ 5.5 million in developed technology, $ 5.4 million in IPR&D, $ 19.8 million in goodwill, and $ 2.2 million in deferred tax liabilities in connection with this transaction.

In performing the purchase price allocation, we considered, among other factors, the intended future use of the acquired assets, the historical financial performance, and estimates of the future performance of the See-Mode business.

As of June 30, 2025, the valuation of assets acquired and liabilities assumed is preliminary and subject to change, primarily with respect to the valuation of contingent consideration and intangible assets, the completeness of accrued liabilities, the accuracy of fixed asset valuations, and other customary purchase accounting adjustments.

The fair value determination will be updated as additional information becomes available during the measurement period.

Formation of majority owned subsidiary and sale of economic interest

On March 21, 2025, we formed Pacific Diagnostic Imaging Group, LLC (“PDRG”), a Delaware limited liability company.

On April 1, 2025, we entered into a partnership with Tri-City Healthcare District (“Tri-City”) by selling a 20 % membership interest in PDRG for cash consideration of $ 337,500 .

We retained an 80 % controlling interest in PDRG.

The joint venture operates outpatient imaging centers in Southern California.

The transaction did not result in a change of control, and no gain or loss was recognized.

NOTE 5 – SEGMENT REPORTING

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The following tables reflect certain financial data for each reportable segment:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Imaging Center Digital health Total

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Other income 7,764

Income before income taxes $ 23,854

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Three Months Ended June 30, 2024

Imaging Center Digital health Total

Revenues from external customers $ 450,282 $ 9,432 $ 459,714

Intersegment revenues — 6,396 6,396

$ 450,282 $ 15,828 $ 466,110

Reconciliation of revenue

Elimination of intersegment revenues ( 6,396 )

Total consolidated revenues $ 459,714

Other segment items* $ 379,827 $ 9,898 $ 389,724

Segment profit (loss) 70,456 ( 466 ) 69,990

Reconciliation of segment profit

Depreciation and amortization $ ( 34,475 )

Loss on sale and disposal of equipment and other ( 401 )

Severance costs ( 268 )

Interest expense ( 26,082 )

Equity in earnings of joint ventures 3,389

Non-cash change in fair value of interest rate swaps ( 1,890 )

Other income 7,900

Income before income taxes $ 9,401

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Six Months Ended June 30, 2025

Imaging Center Digital health Total

Revenues from external customers $ 948,594 $ 21,035 $ 969,629

Intersegment revenues — 18,912 18,912

$ 948,594 $ 39,947 $ 988,541

Reconciliation of revenue

Elimination of intersegment revenues ( 18,912 )

Total consolidated revenues $ 969,629

Other segment items* $ 859,890 $ 28,186 $ 888,076

Segment profit (loss) 88,704 ( 7,151 ) 81,553

Reconciliation of segment profit

Depreciation and amortization $ ( 71,476 )

Loss on sale and disposal of equipment and other ( 2,126 )

Severance costs ( 1,173 )

Interest expense ( 34,428 )

Equity in earnings of joint ventures 6,955

Non-cash change in fair value of interest rate swaps ( 4,062 )

Other income 15,476

Loss before income taxes $ ( 9,281 )

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Imaging Center Digital health Total

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Income before income taxes $ 12,947

*Other segment items include cost of operations.

*Other segment items include operating expenses, inclusive of cost of operations and lease abandonment charges.

NOTE 6 – CREDIT FACILITIES AND NOTES PAYABLE

At March 31, 2025 we had two principal secured credit facilities consisting of our Barclays credit facility and our Truist credit facility.

At June 30, 2025 we had two principal secured credit facilities consisting of our Barclays Revolving Credit Facility (as defined below) and our Truist Revolving Credit Facility (as defined below).

Each facility includes a term loan component and a revolving credit facility.

At March 31, 2025, we were in compliance with all covenants under our credit facilities.

At June 30, 2025, we were in compliance with all covenants under our credit facilities.

Barclays Credit Facility

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Pursuant to the First Amendment, the interest rates on the term loans and revolving credit facility provided under the Restated Credit Agreement have been reduced by 0.25 %.

Total costs incurred in connection with the first amendment amounted to approximately $ 2.4 million segregated as follows:

$ 0.6 million recognized as discount, $ 1.8 million charged to loss on early extinguishment of debt

and $ 0.1 million to related expenses.

Total costs incurred in connection with the first amendment amounted to approximately $ 2.4

million segregated as follows:

$ 0.6 million recognized as discount, $ 1.8 million charged to loss on early extinguishment of debt and $ 0.1 million to related expenses.

Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

On June 11, 2025, we entered into Incremental Amendment No.

2 to the Barclays Credit Agreement (the “Second Amendment”), pursuant to which Barclays Bank Plc, as lender, provided an additional $ 100.0 million, net of a $ 1.0 million discount, of incremental term loan borrowings under our existing senior secured term loan facility, all other terms remained the same.

Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Barclays Credit Agreement.

Pursuant to the Second Amendment, we are required to make quarterly principal payments of approximately $ 2.4 million, compared to $ 2.2 million prior to the amendment.

The remaining outstanding principal will be due as a lump-sum payment on April 18, 2031, the maturity date of the incremental term loan.

Barclays Term Loan:

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6.6 % (credit spread adjustment of 0.00 %) 8.8 %

With the recent restatement, we are required to make quarterly principal payments of $ 2.2 million (up from $ 1.8 million under the prior credit agreement).

The Barclays Term Loan will mature on April 18, 2031 unless otherwise accelerated under the terms of the Barclays Credit Agreement.

Barclays Revolving Credit Facility:

The Barclays Revolving Credit Facility is a $ 282.0 million senior secured revolving credit facility.

Associated with the Barclays Revolving Credit Facility is deferred financing costs, net of accumulated amortization, of $ 1.8 million at March 31, 2025.

Associated with the Barclays Revolving Credit Facility is deferred financing costs, net of accumulated amortization, of $ 1.6 million at June 30, 2025.

After we entered the first amendment on November 26, 2024, amounts borrowed under the Barclays Revolving Credit Facility bear interest at either SOFR plus 2.75 % or the Prime Rate plus 1.8 % (with step-downs based on attainment of certain first lien net leverage ratio benchmarks).

As of March 31, 2025, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 9.25 %.

As of June 30, 2025, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 9.25 %.

In addition, a commitment fee of 0.50 % per annum accrues on the unused revolver commitments under the Barclays Revolving Credit Facility.

We had no outstanding balance under our $ 282.0 million Barclays Revolving Credit Facility at March 31, 2025.

After reserves of $ 7.6 million for certain letters of credit, $ 274.4 million was available to draw upon as of March 31, 2025.

We had no outstanding balance under our $ 282.0 million Barclays Revolving Credit Facility at June 30, 2025 and December 31, 2024.

After reserves of $ 7.4 million for certain letters of credit, $ 274.6 million was available to draw upon as of June 30, 2025.

The Barclays Revolving Credit Facility terminates on April 18, 2029, unless otherwise accelerated under the terms of the Barclays Credit Agreement.

Truist Credit Facility

On October 7, 2022, our subsidiary New Jersey Imaging Network, Inc.("NJIN") entered into Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Truist Credit Agreement”), with Truist Bank and the lenders and financial institutions named therein, which provides for a $ 150.0 million term loan (the "Truist Term Loan") and a $ 50.0 million revolving credit facility (the “Truist Revolving Credit Facility”).

On October 7, 2022, our subsidiary New Jersey Imaging Network, Inc.

("NJIN") entered into Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Truist Credit Agreement”), with Truist Bank and the lenders and financial institutions named therein, which provides for a $ 150.0 million term loan (the "Truist Term Loan") and a $ 50.0 million revolving credit facility (the “Truist Revolving Credit Facility”).

The Truist Credit agreement is secured by the assets of NJIN.

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The Truist Term Loan currently bears interest at SOFR or a Base Rate plus an applicable margin and fees which step down based on a leverage ratio.

At March 31, 2025 the applicable margin for SOFR was 1.5 %.

At June 30, 2025 the applicable margin for SOFR was 1.5 %.

We are required to make quarterly principal payments of $ 2.8 million, which increases by $ 0.9 million at scheduled intervals, with the remaining balance to be paid at maturity.

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The Truist Revolving Credit Facility is a $ 50.0 million secured revolving credit facility.

Associated with the Truist Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 0.3 million at March 31, 2025.

Associated with the Truist Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $ 0.3 million at June 30, 2025.

Amounts borrowed under the Truist Revolving Credit Facility bear interest at either SOFR or a Base Rate plus an applicable margin and fees which step down based on a leverage ratio.

In addition, a commitment fee of 0.30 % per annum accrues on the unused revolver commitments under the Truist Revolving Credit Facility.

We had no balance outstanding under our $ 50.0 million Truist Revolving Credit Facility at March 31, 2025.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of March 31, 2025.

We had no balance outstanding under our $ 50.0 million Truist Revolving Credit Facility at June 30, 2025 and December 31, 2024.

With no letters of credit reserved against the facility, the full $ 50.0 million was available to draw upon as of June 30, 2025.

The Truist Revolving Credit Facility terminates on October 7, 2027, unless otherwise accelerated under the terms of the Truist Credit Agreement.

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Debt Obligations

As of March 31, 2025 and December 31, 2024 our term loan debt and other obligations are as follows (in thousands):

As of June 30, 2025 and December 31, 2024 our term loan debt and other obligations are as follows (in thousands):

2025 December 31,

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Stock options generally vest over 3 to 5 years and expire 5 to 10 years from the date of grant.

The following summarizes all of our option transactions for the three months ended March 31, 2025:

The following summarizes all of our option transactions for the six months ended June 30, 2025:

Outstanding Options

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Exercised ( 62,296 ) 8.90

Balance, March 31, 2025 828,961 17.29 5.21 $ 26,880

Exercisable at March 31, 2025 828,961 17.29 5.21 26,880

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on March 31, 2025 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on March 31, 2025.

Balance, June 30, 2025 778,621 17.86 5.14 $ 30,408

Exercisable at June 30, 2025 778,621 17.86 5.14 $ 30,408

Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2025 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on June 30, 2025.

DeepHealth Options

During the second quarter of fiscal 2020, in connection with the completion of the DeepHealth acquisition, we granted options to acquire 412,434 shares at a grant date fair value of $ 16.93 per share unit to DeepHealth employees in replacement of their stock options that were outstanding as of the closing date.

As of March 31, 2025, total unrecognized stock based compensation expense related to non-vested DeepHealth options was insignificant.

Outstanding Options

Under the Deep Health Plan Shares Weighted Average

Exercise price

Per Common Share Weighted Average

Contractual Life

(in years) Aggregate

(in thousands)

Balance, December 31, 2024 68,646 $ —

Exercised ( 3,438 ) —

Balance, March 31, 2025 65,208 — 4.5 $ 3,242

Exercisable at March 31, 2025 65,208 — 4.5 3,242

As of June 30, 2025, there were 65,208 stock options outstanding under the DeepHealth Plan, all of which were exercisable.

These options had a weighted average remaining contractual life of 4.3 years and an aggregate intrinsic value of approximately $ 3.7 million.

Options issued in replacement of original DeepHealth options as a result of our acquisition are not included in the share count under the Restated Plan.

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The Restated Plan permits the award of RSAs and RSUs.

The following summarizes all unvested RSA's and RSU's activities during the three months ended March 31, 2025:

The following summarizes all unvested RSA's and RSU's activities during the six months ended June 30, 2025:

RSAs and RSUs Weighted-Average

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RSAs and RSUs unvested at December 31, 2024 687,655 $ 35.31

Changes during the period

Granted 911,965 $ 70.95

1 unchanged sentence

Forfeited or Canceled ( 12,138 ) $ 49.85

RSAs and RSUs unvested at March 31, 2025 910,334 2.19 $ 36.42

RSAs and RSUs unvested at June 30, 2025 937,756 1.85 $ 58.16

We determine the fair value of all RSAs and RSUs based on the closing price of our common stock on the award date.

1 unchanged sentence

In October 2024, we granted certain employees PSUs with a target award of 35,522 shares of our common stock.

The PSUs will vest in five equal parts, on each anniversary of the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending upon the extent to which we achieve a performance condition determined by the management no later than the seventh anniversary of the grant date.

As of December 31, 2024, based on the performance to date, all 35,522 shares are expected to vest.

The PSUs will vest in five equal parts, on each anniversary of the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending on the level of achievement against a predefined performance condition, which must be evaluated by management no later than the seventh anniversary of the grant date.

As of June 30, 2025, based on the performance to date, all 35,522 shares are expected to vest.

In January 2023, we granted certain employees PSUs with a target award of 60,685 shares of our common stock with a fair value of $ 18.64 .

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Performance based stock options ("PSOs")

In January 2023, we granted certain employees PSOs with a potential to option a maximum of 235,227 shares of our common stock with a strike price of $ 18.64 .

In January 2023, we granted certain employees PSOs with a potential to purchase a maximum of 235,227 shares of our common stock with a strike price of $ 18.64 .

The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned ( 0 % to 100 % of the target award) depending upon the extent to which we achieve a performance condition as determined the board of directors over the period from January 1, 2023 through December 31, 2023.

1 unchanged sentence

Shares available

Of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at March 31, 2025, there remain approximately 2,320,287 shares available under the Restated Plan for future issuance.

Of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2025, there remain approximately 2,248,710 shares available under the Restated Plan for future issuance.

NOTE 8 – SUBSEQUENT EVENTS

North County Radiology – Oceanside, LLC

On April 2, 2025, we acquired North County Radiology – Oceanside, LLC for purchase consideration of approximately $ 1.7 million.

North County Radiology – Oceanside, LLC consists of one imaging center located in California.

On April 15, 2025, RadNet entered into a definitive agreement to acquire iCAD, Inc.

("iCAD"), a provider of AI-powered breast health solutions.

Under the terms of the merger agreement, iCAD stockholders will receive 0.0677 shares of RadNet common stock for each share of iCAD common stock they hold at the closing of the merger.

The merger is subject to iCAD, Inc.

stockholders' approval and customary closing conditions and is expected to close in the second or third quarter of 2025.

Kolb Radiology P.C.,

On July 1, 2025, we acquired Kolb Radiology P.C., for purchase consideration of approximately $ 22.0 million.

Kolb Radiology P.C., consists of five imaging centers located in New York.

The purchase price is subject to increase by any earnout consideration, up to an additional $ 8.0 million.

On July 17, 2025, we acquired iCAD, Inc ("iCAD"), a provider of AI-powered breast health solutions.

As a result of the merger, iCAD became a wholly-owned subsidiary of RadNet.

Each outstanding share of iCAD common stock was converted into 0.0677 shares of our common stock.

In connection with the transaction, we issued approximately 1.8 million shares of our common stock.

In addition, we assumed certain outstanding iCAD stock options under its 2012 and 2016 Stock Incentive Plans.

These options were converted into options to purchase RadNet common stock, with terms adjusted in accordance with the exchange ratio.

No new awards will be granted under the iCAD plans, but they will remain in effect solely to govern the assumed awards.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements