Unassociated Document
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: April 1, 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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April
1, 2010, RadNet, Inc. (the “Company”) issued a press release announcing the
pricing of the offering of $200 million aggregate principal amount of 10⅜% senior
notes due 2018 (the “Notes”) by the company's wholly-owned subsidiary Radnet
Management, Inc. Concurrently with the closing of the offering of the Notes,
which is expected to occur on April 6, 2010, Radnet Management, Inc. intends to
terminate its existing senior secured credit facilities and enter into a new
$285 million term loan and a new $100 million revolving credit facility. A copy
of this press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
In
addition, the Company disclosed today that the health care reform legislation
enacted in 2010 by the Patient Protection and Affordable Care Act (the “Act”)
specifically requires the U.S. Department of Health and Human Services, in
computing physician practice expense relative value units, to increase the
equipment utilization factor for advanced diagnostic imaging services (such as
magnetic resonance imaging (MRI), computed tomography (CT) and positron emission
tomography)) from a presumed utilization rate of 50% to 65% for 2010 through
2012, 70% in 2013, and 75% thereafter. Excluded from the adjustment
are low-technology imaging modalities such as ultrasound, X-ray and
fluoroscopy. The Act also includes a provision which, for dates of
service in 2010 only, replaces the 21.2% reduction in the Medicare Physician Fee
Schedule payment update otherwise scheduled under the statutory formula with an
update providing for an increased payment rate of 0.5%. The Company
cannot predict at this time whether Congress will enact additional legislation
to revise the formula which determines the annual update to the conversion
factor and payment rates, or if it will continue to pass incremental legislation
to delay or decrease the payment reductions otherwise required under the
statutory formula. It is also possible that no action will be taken
and that reductions in payments under the statutory formula will be
implemented.
The
Company further disclosed that the Act contains certain changes that may result
in decreased revenue for the scans performed by the Company for Medicare
beneficiaries. The Health Care and Education Reconciliation Act of
2010 (H.R. 4872), which was passed by the Senate and approved by the President
on March 30, 2010, amends the provision for higher presumed utilization of
advanced diagnostic imaging services to a presumed rate of seventy-five percent
(75%). The higher utilization rate should be fully implemented
beginning in 2011, in place of the phase-in approach set forth in the
legislation signed by the President into law. Other changes in
reimbursement for services rendered by Medicare Advantage plans may also reduce
the revenues the Company receives for services rendered to Medicare Advantage
enrollees.
The press
release attached as Exhibit 99.1 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include, but are not limited to, statements related to the offering
of the Notes and the anticipated use of proceeds therefrom. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors discussed in RadNet, Inc.’s filings with the Securities and
Exchange Commission (the “SEC”). Any forward-looking statements speak only as of
the date of the press release and, except to the extent required by applicable
securities laws, RadNet, Inc. expressly disclaims any obligation to update or
revise any of them to reflect actual results, any changes in expectations or any
change in events. If RadNet, Inc. does update one or more forward-looking
statements, no inference should be drawn that it will make additional updates
with respect to those or other forward-looking statements. For additional
information concerning risks, uncertainties and other factors that may cause
actual results to differ from those anticipated in the forward-looking
statements, and risks to RadNet, Inc.’s business in general, please refer to its
SEC filings, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as amended.
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Item 9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Exhibit
99.1 – Press Release, issued by RadNet, Inc. on April 1, 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 1, 2010
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RadNet,
Inc.
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By:
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/S/ Jeffrey
L. Linden
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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
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99.1
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Press
Release, issued by RadNet, Inc. on April 1, 2010 (this exhibit is
furnished and not filed).
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