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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 000-51786





NightHawk Radiology Holdings,
Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 87-0722777                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|601 Front Street, #502, Cur dAlene, Idaho                    |  | 83814                            
|(Address of principal executive offices))                      |  | (Zip code)                       

(208) 676-8321

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈            Accelerated filer  x            Non-accelerated filer   ̈            Small
reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

As of July 25, 2008, 28,541,983 shares of the Registrants common stock were outstanding.









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TABLE OF CONTENTS



|           |  |                                                                                       |  |   
|---------- |  | ------------------------------------------------------------------------------------- |  | --
|Part I     |  |                                                                                       |  |   
|Item 1.    |  | Financial Statements                                                                  |  |   
|           |  | Condensed Consolidated Balance Sheets                                                 |  | 3 
|           |  | Condensed Consolidated Statements of Operations                                       |  | 4 
|           |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5 
|           |  | Condensed Consolidated Statements of Comprehensive Income                             |  | 7 
|           |  | Notes to Condensed Consolidated Financial Statements                                  |  | 8 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 20
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 31
|Item 4.    |  | Controls and Procedures                                                               |  | 31
|           |  |                                                                                      
|Part II    |  |                                                                                       |  |   
|Item 1.    |  | Legal Proceedings                                                                     |  | 32
|Item 1A.   |  | Risk Factors                                                                          |  | 32
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 43
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                   |  | 43
|Item 6.    |  | Exhibits                                                                              |  | 44
|           | 
|Signatures |  |                                                                                      



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PART 1  FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

(In thousands, except share data)



|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                          |  | June 30,2008 |          |   | December 31,2007 |  
|ASSETS                                                                                                                                                                    |  |              |          |   |                  |   |          |  
|Current assets:                                                                                                                                                           |  |              |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                 |  | $            | 38,245   |   |                  | $ | 31,956   |  
|Marketable securities                                                                                                                                                     |  |              | 10,000   |   |                  |   | 30,625   |  
|Trade accounts receivable, net                                                                                                                                            |  |              | 26,553   |   |                  |   | 25,665   |  
|Deferred income taxes                                                                                                                                                     |  |              | 294      |   |                  |   | 655      |  
|Prepaid expenses and other current assets                                                                                                                                 |  |              | 4,300    |   |                  |   | 2,812    |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total current assets                                                                                                                                                      |  |              | 79,392   |   |                  |   | 91,713   |  
|                                                                                                                                                                          |  |             
|Property and equipment, net                                                                                                                                               |  |              | 11,669   |   |                  |   | 10,555   |  
|Goodwill                                                                                                                                                                  |  |              | 69,012   |   |                  |   | 68,601   |  
|Intangible assets, net                                                                                                                                                    |  |              | 83,368   |   |                  |   | 87,133   |  
|Deferred income taxes                                                                                                                                                     |  |              | 1,656    |   |                  |   | 1,251    |  
|Other assets, net                                                                                                                                                         |  |              | 3,907    |   |                  |   | 4,213    |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total                                                                                                                                                                     |  | $            | 249,004  |   |                  | $ | 263,466  |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|LIABILITIES                                                                                                                                                               |  |              |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                      |  |              |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                          |  | $            | 6,895    |   |                  | $ | 6,071    |  
|Accrued expenses and other liabilities                                                                                                                                    |  |              | 4,923    |   |                  |   | 12,881   |  
|Accrued payroll and related benefits                                                                                                                                      |  |              | 3,554    |   |                  |   | 4,570    |  
|Long-term debt, due within one year                                                                                                                                       |  |              | 1,000    |   |                  |   | 1,000    |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                 |  |              | 16,372   |   |                  |   | 24,522   |  
|                                                                                                                                                                          |  |             
|Insurance reserve                                                                                                                                                         |  |              | 3,734    |   |                  |   | 3,038    |  
|Long-term debt                                                                                                                                                            |  |              | 98,000   |   |                  |   | 98,500   |  
|Other liabilities                                                                                                                                                         |  |              | 2,860    |   |                  |   | 2,717    |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                         |  |              | 120,966  |   |                  |   | 128,777  |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Commitments and contingencies (Note 6)                                                                                                                                    |  |              |          |   |                  |   |          |  
|STOCKHOLDERS EQUITY                                                                                                                                                      |  |              |          |   |                  |   |          |  
|Common stock150,000,000 shares authorized; $.001 par value; 28,533,983 and 30,312,322 shares issued and outstanding at June 30,
2008 and December 31, 2007, respectively |  |              | 29       |   |                  |   | 30       |  
|Additional paid-in capital                                                                                                                                                |  |              | 239,157  |   |                  |   | 249,274  |  
|Retained earnings (deficit)                                                                                                                                               |  |              | (109,456 | ) |                  |   | (112,957 | )
|Accumulated other comprehensive income (deficit)                                                                                                                          |  |              | (1,692   | ) |                  |   | (1,658   | )
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                |  |              | 128,038  |   |                  |   | 134,689  |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total                                                                                                                                                                     |  | $            | 249,004  |   |                  | $ | 263,466  |  
|                                                                                                                                                                          |  |              |          |   |                  |   |          |  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(In thousands, except share data)



|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                                                 |  | Three Months EndedJune 30, |            |   | Six Months EndedJune 30, |  
|                                                                                                                 |  | 2008                       |            |   | 2007                     |   |            | 2008 |  |   | 2007       |  
|Service revenue                                                                                                  |  | $                          | 42,758     |   |                          | $ | 37,923     |      |  | $ | 84,446     |   |  | $ | 63,805     |  
|Operating costs and expenses:                                                                                    |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Professional services (includes non-cash compensation expense of $386, $1,071, $976 and $2,031)                  |  |                            | 17,036     |   |                          |   | 17,402     |      |  |   | 34,903     |   |  |   | 27,775     |  
|Sales, general, and administrative (includes non-cash compensation expense of $1,832, $1,845, $4,188 and $2,683) |  |                            | 16,463     |   |                          |   | 12,643     |      |  |   | 34,634     |   |  |   | 21,107     |  
|Depreciation and amortization                                                                                    |  |                            | 2,959      |   |                          |   | 1,792      |      |  |   | 5,757      |   |  |   | 2,642      |  
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Total operating costs and expenses                                                                               |  |                            | 36,458     |   |                          |   | 31,837     |      |  |   | 75,294     |   |  |   | 51,524     |  
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Operating income                                                                                                 |  |                            | 6,300      |   |                          |   | 6,086      |      |  |   | 9,152      |   |  |   | 12,281     |  
|Other income (expense):                                                                                          |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Interest expense                                                                                                 |  |                            | (2,189     | ) |                          |   | (1,275     | )    |  |   | (4,376     | ) |  |   | (1,276     | )
|Interest income                                                                                                  |  |                            | 376        |   |                          |   | 834        |      |  |   | 903        |   |  |   | 1,722      |  
|Other, net                                                                                                       |  |                            | (41        | ) |                          |   | (30        | )    |  |   | (13        | ) |  |   | (32        | )
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Total other income (expense)                                                                                     |  |                            | (1,854     | ) |                          |   | (471       | )    |  |   | (3,486     | ) |  |   | 414        |  
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Income before income taxes                                                                                       |  |                            | 4,446      |   |                          |   | 5,615      |      |  |   | 5,666      |   |  |   | 12,695     |  
|Income tax expense                                                                                               |  |                            | 1,675      |   |                          |   | 2,101      |      |  |   | 2,165      |   |  |   | 4,849      |  
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income                                                                                                       |  | $                          | 2,771      |   |                          | $ | 3,514      |      |  | $ | 3,501      |   |  | $ | 7,846      |  
|                                                                                                                 |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Earnings per common share:                                                                                       |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Basic                                                                                                            |  | $                          | 0.09       |   |                          | $ | 0.12       |      |  | $ | 0.12       |   |  | $ | 0.26       |  
|Diluted                                                                                                          |  | $                          | 0.09       |   |                          | $ | 0.11       |      |  | $ | 0.11       |   |  | $ | 0.25       |  
|Weighted averages of common shares outstanding:                                                                  |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Basic                                                                                                            |  |                            | 30,426,531 |   |                          |   | 29,996,297 |      |  |   | 30,435,363 |   |  |   | 29,978,376 |  
|Diluted                                                                                                          |  |                            | 31,442,818 |   |                          |   | 30,993,033 |      |  |   | 31,411,253 |   |  |   | 30,903,332 |  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)



|                                                                                  |  |                          |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                  |  | 2008                     |         |   | 2007 |  
|Cash flows from operating activities:                                             |  |                          |         |   |      |   |         |  
|Net income                                                                        |  | $                        | 3,501   |   |      | $ | 7,846   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |                          | 5,757   |   |      |   | 2,642   |  
|Accretion of discounts on marketable securities                                   |  |                          | (21     | ) |      |   | (217    | )
|Amortization of debt issuance costs                                               |  |                          | 324     |   |      |   | 72      |  
|Loss (gain) on disposal of fixed assets and other, net                            |  |                          | 344     |   |      |   | (24     | )
|Deferred income taxes                                                             |  |                          | (11     | ) |      |   | (2,034  | )
|Non-cash stock compensation expense                                               |  |                          | 5,164   |   |      |   | 4,714   |  
|Excess tax benefit from exercise of stock options                                 |  |                          | (238    | ) |      |   | (340    | )
|Provision for doubtful accounts                                                   |  |                          | 199     |   |      |   | 136     |  
|Changes in operating assets and liabilities (excluding effects of acquisitions):  |  |                          |         |   |      |   |         |  
|Trade accounts receivable, net                                                    |  |                          | (1,155  | ) |      |   | (3,406  | )
|Prepaid expenses and other assets                                                 |  |                          | (1,507  | ) |      |   | (537    | )
|Accounts payable                                                                  |  |                          | 615     |   |      |   | 2,307   |  
|Accrued expenses and other liabilities                                            |  |                          | (597    | ) |      |   | 728     |  
|Accrued payroll and related benefits                                              |  |                          | 943     |   |      |   | 772     |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                          | 13,318  |   |      |   | 12,659  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Cash flows from investing activities:                                             |  |                          |         |   |      |   |         |  
|Purchase of marketable securities                                                 |  |                          | (26,390 | ) |      |   | (13,871 | )
|Proceeds from maturities of marketable securities                                 |  |                          | 33,755  |   |      |   | 27,178  |  
|Proceeds from the sale of marketable securities                                   |  |                          | 13,303  |   |      |   |        |  
|Purchase of property and equipment                                                |  |                          | (3,296  | ) |      |   | (2,375  | )
|Cash and cash equivalents from acquisitions, net                                  |  |                          |        |   |      |   | 87      |  
|Cash paid for acquisitions                                                        |  |                          | (6,500  | ) |      |   | (62,493 | )
|                                                                                  |  |                          |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                               |  |                          | 10,872  |   |      |   | (51,474 | )
|                                                                                  |  |                          |         |   |      |   |         |  
|Cash flows from financing activities:                                             |  |                          |         |   |      |   |         |  
|Repayment of debt                                                                 |  |                          | (500    | ) |      |   | (10,866 | )
|Proceeds from exercise of stock options                                           |  |                          | 400     |   |      |   | 333     |  
|Excess tax benefit from exercise of stock options                                 |  |                          | 238     |   |      |   | 340     |  
|Purchase of common stock shares                                                   |  |                          | (18,039 | ) |      |   |        |  
|Proceeds from debt                                                                |  |                          |        |   |      |   | 53,000  |  
|Payment on line of credit                                                         |  |                          |        |   |      |   | (1,679  | )
|Debt issuance costs paid                                                          |  |                          |        |   |      |   | (1,827  | )
|                                                                                  |  |                          |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                               |  |                          | (17,901 | ) |      |   | 39,301  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Net increase in cash and cash equivalents                                         |  |                          | 6,289   |   |      |   | 486     |  
|Cash and cash equivalentsbeginning of period                                     |  |                          | 31,956  |   |      |   | 46,501  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|Cash and cash equivalentsend of period                                           |  | $                        | 38,245  |   |      | $ | 46,987  |  
|                                                                                  |  |                          |         |   |      |   |         |  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)

(unaudited)



|                                                                      |  |                          |       |      |   |      
|--------------------------------------------------------------------- |  | ------------------------ | ----- | ---- | - | -----
|                                                                      |  | Six Months EndedJune 30,
|                                                                      |  | 2008                     |       | 2007
|Supplemental disclosures of cash flow information:                    |  |                          |       |      |   |      
|Cash paid for interest                                                |  | $                        | 3,488 |      | $ | 1,174
|Cash paid for income taxes                                            |  |                          | 2,740 |      |   | 5,157
|Non-cash investing and financing activities:                          |  |                          |       |      |   |      
|Purchases of equipment included in accounts payable                   |  |                          | 176   |      |   | 210  
|Earnout liability included in accrued expenses settled in stock       |  |                          | 2,078 |      |   |     
|Tender offer costs included in accounts payable and accrued expenses  |  |                          | 464   |      |   |     
|Debt issuance costs included in accounts payable and accrued expenses |  |                          |      |      |   | 262  
|Acquisition costs included in accounts payable and accrued expenses   |  |                          |      |      |   | 272  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(In thousands)



|                                            |  |                            |        |                          |      |   |       |  |   |       |   |  |   |      
|------------------------------------------- |  | -------------------------- | ------ | ------------------------ | ---- | - | ----- |  | - | ----- | - |  | - | -----
|                                            |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                            |  | 2008                       |        |                          | 2007 |   | 2008  |  |   | 2007 
|Net income                                  |  | $                          | 2,771  |                          |      | $ | 3,514 |  | $ | 3,501 |   |  | $ | 7,846
|Other comprehensive income:                 |  |                            |        |                          |      |   |       |  |   |       |   |  |   |      
|Change in fair value of interest rate swaps |  |                            | 2,611  |                          |      |   |      |  |   | (66   | ) |  |   |     
|Less: deferred income taxes                 |  |                            | (1,019 | )                        |      |   |      |  |   | 33    |   |  |   |     
|                                            |  |                            |        |                          |      |   |       |  |   |       |   |  |   |      
|Net other comprehensive income              |  |                            | 1,592  |                          |      |   |      |  |   | (33   | ) |  |   |     
|                                            |  |                            |        |                          |      |   |       |  |   |       |   |  |   |      
|Comprehensive income                        |  | $                          | 4,363  |                          |      | $ | 3,514 |  | $ | 3,468 |   |  | $ | 7,846
|                                            |  |                            |        |                          |      |   |       |  |   |       |   |  |   |      

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of PresentationThe accompanying unaudited condensed consolidated financial statements include the results of operations,
financial position and cash flows of Nighthawk Radiology Holdings, Inc and its subsidiaries (the Company). All material intercompany balances have been eliminated.

In the opinion of the Companys management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary
to present fairly, in all material respects, the Companys results for the periods presented. These condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC. Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and
regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of the Companys 2007 Annual Report on Form 10-K filed
with the SEC on February 19, 2008. The results of operations for the three months and six months ended June 30, 2008 are not necessarily indicative of results to be expected for the entire fiscal year.

The Companys unaudited condensed consolidated balance sheet as of December 31, 2007 has been derived from the audited consolidated balance
sheet as of that date.

Use of EstimatesThe preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America requires the Companys management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these estimates require difficult, subjective or complex judgments about matters that are inherently
uncertain. Actual results could differ from those estimates.

On an ongoing basis, the Company evaluates its estimates, including those
related to the accounts receivable allowance, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, the loss contingency for medical liability claims, reserves for incurred
but not reported (IBNR) medical liability claims, estimates used for the purpose of determining stock-based compensation and the Companys business services customers expected net collections.

Trade Accounts ReceivableTrade accounts receivable represent receivables for services and are recorded at the invoiced amount and are
non-interest bearing. The Company has a history of minimal uncollectible receivables. Company management reviews past due accounts receivable to identify specific customers with known disputes or collectibility issues. As of June 30, 2008 and
December 31, 2007, the Company had reserved $0.7 million and $0.6 million, respectively, for doubtful accounts based on its estimate of the collectibility of outstanding receivables as of those dates.

Marketable SecuritiesThe Company determines the appropriate classification of investments in marketable securities at the time of
purchase and reevaluates such designation at each balance sheet date. Marketable securities have been classified and accounted for as available for sale. The Company may or may not hold securities with stated maturities greater than 12 months until
maturity. In response to changes in the availability of and the yield on alternative investments as well as liquidity requirements, the Company occasionally sells these securities prior to their stated maturities. The Company expects that the
majority of marketable securities will be sold within one year, regardless of maturity date. The Company primarily invests in high-credit-quality debt instruments with an active resale market and money market funds to ensure liquidity and the
ability to readily convert these investments into cash to fund current operations, or satisfy other cash requirements as needed. The Company does not invest in auction rate securities. Accordingly, all marketable securities have been classified as
current assets in the accompanying balance sheets. These securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported as a component of stockholders equity, except for unrealized losses determined to be
other than temporary which would be recorded as other income or expense. Any realized gains or losses on the sale of marketable securities are determined on a specific identification method, and such gains and losses are reflected as a component of
other income or expense.



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Property and Equipment Property and equipment are stated at cost. Depreciation is
provided using the straight-line method over the estimated useful lives of each asset, which range as follows:



|                                                                  |  |                                                 
|----------------------------------------------------------------- |  | ------------------------------------------------
|Computers, diagnostic workstations and telecommunications systems |  | 35 years                                       
|Office furniture and equipment                                    |  | 710 years                                      
|Software                                                          |  | 37 years                                       
|Leasehold improvements                                            |  | Term of lease or assetlife, whichever is shorter

Expenditures for maintenance and repairs are charged to operating expense as incurred and
expenditures for renewals and betterments are capitalized. Upon sale or retirement of depreciable assets, the related cost and accumulated depreciation are removed from the records and any gain or loss is reflected in operating expenses.

Cost of computer software for internal use is capitalized and accounted for in accordance with Statement of Position 98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use. Capitalized costs are amortized based on their expected useful lives.

Depreciation expense for the three months ended June 30, 2008 and 2007 was $1.1 million and $0.7 million, respectively, and $2.0 million and $1.2 million for the six months ended June 30, 2008 and 2007, respectively.

Medical Liability Insurance The Company is exposed to risk of loss related to litigation that may arise from alleged malpractice
and accordingly maintains insurance for medical liabilities in amounts considered adequate by Company management. The Companys claims-made policy provides coverage up to the policy limits for claims filed within the period of the policy term,
subject to deductible requirements. Coverage for affiliated radiologists is initiated when they begin providing services on behalf of the Company.

The Company records reserves for both asserted and IBNR amounts. Asserted claims are reserved based upon the Companys best estimate of future probable costs. The IBNR reserve is intended to cover potential medical claims that might
arise related to past medical services performed by the Companys affiliated radiologists. IBNR amounts are estimated using historical claims information and industry indices.

Concentration of Credit RiskFinancial instruments that potentially expose the Company to concentration of credit risk consist
primarily of cash, cash equivalents, marketable securities, and accounts receivable. The Company maintains its cash, cash equivalents, and marketable securities with high quality credit institutions and limits the amounts invested with any one
financial institution or in any type of financial instrument. As of June 30, 2008 and December 31, 2007, a total of $17.8 million and $12.0 million, respectively, of cash and cash equivalents exceeded insured amounts.

Recent Accounting StandardsIn September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value according to accounting principles generally
accepted in the United States of America, and expands disclosure requirements regarding fair value measurements. This statement emphasizes that fair value should be determined based on assumptions market participants would use to price the asset or
liability. The provisions of SFAS 157 were effective for fiscal years beginning after November 15, 2007. The Company adopted this new accounting pronouncement as of January 1, 2008 and the impact of adoption was not significant. See Note
11 for disclosures regarding fair value measurements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities (SFAS 159) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.
SFAS 159 was effective for the Company on January 1, 2008. The Company has assessed this option and decided against electing the fair value option for any items eligible at January 1, 2008.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations(SFAS 141(R)) which establishes principles and
requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effect of the business combination.



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SFAS 141(R) is to be applied prospectively to business combinations for which the acquisition date is on or after an entitys fiscal year that begins
after December 15, 2008. SFAS 141(R) will be effective for the Company on January 1, 2009. The Company does not expect the adoption of SFAS No. 141(R) to have a significant impact on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment
of ARB No. 51(SFAS 160). SFAS 160 requires that all entities in which its parent has a controlling financial interest be consolidated into the parent at 100 percent of fair value and the parents consolidated net income
include amounts attributable to both the parent and noncontrolling interest. SFAS 160 clarifies that non-controlling interests in subsidiaries be presented as equity and any changes to the ownership interest are considered equity transactions
providing the parent maintains its controlling financial interest in the subsidiary. SFAS 160 will be effective for the Company on January 1, 2009. The Company does not expect the adoption of SFAS 160 to have a significant impact on its
financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
and Hedging Activities (SFAS 161) which amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 will be effective for the Company on
January 1, 2009. The Company is currently evaluating the impact of adopting SFAS 161 on its financial statements and footnotes.

In April 2008, the FASB issued FASB Staff Position (FSP) SFAS 142-3, Determination of Useful Life of Intangible Assets (FSP SFAS 142-3). FSP SFAS 142-3 amends the factors that should be
considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP SFAS 142-3 also requires expanded
disclosure related to the determination of intangible asset useful lives. FSP SFAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The Company is currently evaluating the potential
impact the adoption of FSP SFAS 142-3 on its consolidated financial statements and footnotes.

2. ACQUISITIONS

MIDWEST PHYSICIANS SERVICES, LLC AND EMERGENCY RADIOLOGY SERVICES, LLC.

On July 16, 2007, the Company acquired all of the outstanding equity interests of Midwest Physicians Services, LLC (MPS) and Emergency Radiology Services, LLC (ERS) from SPR Holdings II,
LLC (SPR Holdings), a privately held company located in St. Paul, Minnesota. ERS is an off-hours teleradiology services company. MPS was formed by St. Paul Radiology, P.A. (SPR) to provide a suite of business process services
including revenue cycle management, administrative, information technology and other services critical to the operation of a radiology group. The Company intends to combine these services with its proprietary workflow technology to offer its
customers a more complete suite of professional and business process solutions.

The consideration for this acquisition consisted of
(i) $62.9 million in cash, including $0.5 million in costs associated with the acquisition, and (ii) a warrant, issued to SPR, entitling SPR to purchase 300,000 shares of common stock of the Company at any time after July 16, 2010 and
before July 16, 2017 at an exercise price of $18.75 per share. The fair value of the warrant was calculated using a Black-Scholes model as $3.3 million. Of the purchase price, $57.5 million of the cash portion was paid to SPR Holdings at
closing and the remaining $5.0 million was placed into a third-party escrow account to secure SPR Holdings indemnification obligations under the terms of the acquisition agreement. The funds placed in the escrow account, net of any
indemnification obligations, will be released to SPR Holdings on the second anniversary of the acquisition.

In connection with the
acquisition, MPS entered into a long-term administrative support services agreement, under which MPS will provide business process services to each of SPR and Midwest Radiology LLC, an affiliate of SPR and provider of imaging services, in exchange
for a percentage of the net revenue generated by each of those companies.

Prior to January 1, 2008, the Company recognized revenue
associated with ERS on a net basis due to the structure of the services agreement with SPR. As part of the Companys goal to align all of its professional radiology service entities under the same business model, effective January 1, 2008
the Company and SPR amended the services agreement which resulted in ERS recognizing revenue on a gross basis. This amendment resulted in the Company recording (i) $1.4 million and $2.4 million in revenue for the three and six months ended
June 30, 2008, respectively and (ii) $1.0 million and $1.7 million for professional fees related to these services for the three and six months ended June 30, 2008, respectively. The combined impact to net income was equal to what
would have been reported under the contract prior to the amendment.



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The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at
the date of acquisition. The preliminary purchase price allocations are based on internal analyses and may be adjusted during the allocation period as defined in SFAS No. 141, Business Combinations (SFAS 141.).



|                      |  |                |       
|--------------------- |  | -------------- | ------
|                      |  | (In thousands)
|Current assets        |  | $              | 809   
|Fixed assets          |  |                | 1,814 
|Intangible assets     |  |                | 57,590
|Goodwill              |  |                | 7,055 
|                      |  |                |       
|Assets acquired       |  |                | 67,268
|                      |  |                |       
|Current liabilities   |  |                | 676   
|Long-term liabilities |  |                | 311   
|                      |  |                |       
|Liabilities assumed   |  |                | 987   
|                      |  |                |       
|Purchase price        |  | $              | 66,281
|                      |  |                |       

The Company recorded the assets acquired and liabilities assumed in the acquisition of MPS and ERS
based on their estimated fair values on the acquisition date. Goodwill of $7.1 million, representing the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, will not be
amortized, consistent with the guidance in SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). The total goodwill balance is deductible for tax purposes over 15 years. The results of operations of MPS and ERS have
been included in the Companys consolidated statements of operations and cash flows starting on July 17, 2007.

The determination
of the estimated fair value of the intangible assets acquired required the Companys management to make significant estimates and assumptions. These assumptions included future expected cash flows from customer contracts, certain noncompete
agreements and tradenames, and the useful lives of the intangible assets.

The amount allocated to intangible assets was attributed to the
following categories:



|                         |  |                             |        |                      |         
|------------------------ |  | --------------------------- | ------ | -------------------- | --------
|                         |  | AcquiredValue(In thousands) |        | EstimatedUseful Life
|Customer contracts       |  | $                           | 57,180 |                      | 20 years
|Tradename and trademarks |  |                             | 130    |                      | 5 years 
|Noncompete agreements    |  |                             | 280    |                      | 5 years 
|                         |  |                             |        |                      |         
|                         |  | $                           | 57,590 |                      |         
|                         |  |                             |        |                      |         

All intangible assets are being amortized on a straight-line basis over their expected useful
lives. See Note 4.

THE RADLINX GROUP, LTD.

On April 5, 2007, the Company completed the acquisition of all of the outstanding equity interests of The Radlinx Group, Ltd., a privately held radiology services company (Radlinx) for consideration
consisting of (i) $53.0 million in cash at closing, including the assumption of $12.6 million in liabilities which were paid in full immediately following the acquisition and $0.3 million of certain costs associated with the acquisition,
(ii) an additional $0.4 million paid in the fourth quarter of 2007 as settlement of a contractual working capital adjustment and (iii) $6.5 million in cash, equal to 25% of the revenues generated by certain identified customers during the
one-year period following the closing, paid in May 2008 pursuant to an earnout.

Of the purchase price, $5.3 million was paid at closing
and placed into a third party escrow account to secure Radlinxs indemnification obligations under the terms of the acquisition agreement. In the first quarter 2008, as a result of the settlement of a medical malpractice claim that originated
prior to the Companys acquisition of Radlinx, the previous owners of Radlinx utilized the entire $5.3 million in the escrow account to satisfy their portion of the settlement arrangement. The Company also participated in the settlement
arrangement; however, its total payment to the plaintiff was limited to $0.2 million which was recorded to goodwill.



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The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at
the date of acquisition. The following table presents the allocation of the purchase price to the acquired assets and liabilities:



|                                               |  |                |       
|---------------------------------------------- |  | -------------- | ------
|                                               |  | (In thousands)
|Current assets                                 |  | $              | 3,572 
|Fixed assets                                   |  |                | 663   
|Intangible assets                              |  |                | 19,400
|Goodwill                                       |  |                | 42,293
|                                               |  |                |       
|Assets acquired                                |  |                | 65,928
|                                               |  |                |       
|Current liabilities                            |  |                | 2,371 
|Long-term debt (current and long-term portion) |  |                | 12,608
|Deferred income tax payable                    |  |                | 3,308 
|                                               |  |                |       
|Liabilities assumed                            |  |                | 18,287
|                                               |  |                |       
|Purchase price                                 |  | $              | 47,641
|                                               |  |                |       

The Company recorded the assets acquired and liabilities assumed in the Radlinx acquisition based
on their estimated fair values on the acquisition date. Goodwill of $42.3 million, representing the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, will not be
amortized, consistent with the guidance in SFAS 142. The Company estimates that $30.0 million of the goodwill balance is deductible for tax purposes. The results of operations of Radlinx have been included in the Companys consolidated
statements of operations and cash flows starting on April 6, 2007.

The determination of the estimated fair value of the intangible
assets acquired required the Companys management to make significant estimates and assumptions. These assumptions included future expected cash flows from customer contracts, certain noncompete agreements, customer lists, the
Radlinx tradename, and the useful lives of the intangible assets.

The amount allocated to intangible assets was attributed to
the following categories:



|                                 |  |                             |        |                      |         
|-------------------------------- |  | --------------------------- | ------ | -------------------- | --------
|                                 |  | AcquiredValue(In thousands) |        | EstimatedUseful Life
|Customer lists and relationships |  | $                           | 16,800 |                      | 10 years
|Tradename and trademarks         |  |                             | 1,500  |                      | 5 years 
|Noncompete agreements            |  |                             | 1,100  |                      | 2 years 
|                                 |  |                             |        |                      |         
|                                 |  | $                           | 19,400 |                      |         
|                                 |  |                             |        |                      |         

All intangible assets are being amortized on a straight-line basis over their expected useful
lives, See Note 4.

TELERADIOLOGY DIAGNOSTIC SERVICE, INC.

On February 9, 2007, the Company acquired all of the outstanding stock of Teleradiology Diagnostic Service, Inc. (TDS), for $23.8 million in cash, including certain costs associated with the
acquisition. Of the $23.8 million paid, $1.2 million was held by the Company as escrow to secure the indemnification obligations of TDS under the terms of the acquisition agreement. The funds, net of any indemnification obligations, will be released
to the former owners of TDS on the 18 month anniversary of the acquisition.

The following table summarizes the estimated fair value of the
assets acquired and liabilities assumed at the date of acquisition. The following table presents the allocation of the purchase price to the acquired assets and liabilities:



|                            |  |                |       
|--------------------------- |  | -------------- | ------
|                            |  | (In thousands)
|Current assets              |  | $              | 1,506 
|Fixed assets                |  |                | 197   
|Intangible assets           |  |                | 12,250
|Goodwill                    |  |                | 16,078
|                            |  |                |       
|Assets acquired             |  |                | 30,031
|                            |  |                |       
|Current liabilities         |  |                | 1,394 
|Deferred income tax payable |  |                | 4,816 
|                            |  |                |       
|Liabilities assumed         |  |                | 6,210 
|                            |  |                |       
|Purchase price              |  | $              | 23,821
|                            |  |                |       



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The Company recorded the assets acquired and liabilities assumed in the acquisition of TDS based on their
estimated fair values on the acquisition date. Goodwill of $16.1 million, representing the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, will not be amortized,
consistent with the guidance in SFAS 142. None of the goodwill balance is deductible for tax purposes. The results of operations of TDS have been included in the Companys consolidated statements of operations and cash flows starting on
February 9, 2007.

The determination of the estimated fair value of the intangible assets acquired required the Companys
management to make significant estimates and assumptions. These assumptions included future expected cash flows from customer contracts, certain noncompete agreements, customer lists, the TDS tradename, and the useful lives of the
intangible assets.

The amount allocated to intangible assets was attributed to the following categories:



|                                 |  |                             |        |                      |         
|-------------------------------- |  | --------------------------- | ------ | -------------------- | --------
|                                 |  | AcquiredValue(In thousands) |        | EstimatedUseful Life
|Customer lists and relationships |  | $                           | 11,350 |                      | 10 years
|Tradename and trademarks         |  |                             | 400    |                      | 5 years 
|Noncompete agreements            |  |                             | 500    |                      | 3 years 
|                                 |  |                             |        |                      |         
|                                 |  | $                           | 12,250 |                      |         
|                                 |  |                             |        |                      |         

All intangible assets are being amortized on a straight-line basis over their expected useful
lives, see Note 4.

AMERICAN TELERADIOLOGY NIGHTHAWKS, INC.

On September 30, 2005, the Company acquired American Teleradiology Nighthawks, Inc. (ATN). The acquisition of ATN was considered by the Company as an acquisition of two distinct businesses:
(i) an off-hours teleradiology business that was supplemental to the Companys off-hours business and (ii) a nascent hospital business that focused on partnering with radiologists in order to supplement the services they provide to
their hospitals. The acquisition agreement provided that if the hospital business proved to be profitable as established under the terms of the agreement in the 18 months following the acquisition, additional shares of Company common stock would be
issued. During the quarter ended March 31, 2007, the Company determined that the hospital business did not meet the profitability metrics set forth in the acquisition agreement and that no amount was earned as contingent consideration. This
contingent consideration amount is currently subject to dispute. Although the Company does not believe that additional shares will be issued, the contingent consideration ultimately due is subject to resolution of this dispute by the parties.

3. MARKETABLE SECURITIES

Marketable
securities include various available-for-sale securities. These securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported as a component of stockholders equity. There were no unrealized gains or losses
on marketable securities at June 30, 2008. Gross unrealized gains and losses on marketable securities were not significant at December 31, 2007.

Below are the Companys marketable securities at fair value:



|                                              |  |                |        |                  |   |       
|--------------------------------------------- |  | -------------- | ------ | ---------------- | - | ------
|                                              |  | June 30,2008   |        | December 31,2007
|                                              |  | (In thousands)
|Due in one year or less:                      |  |                |        |                  |   |       
|U.S. Government and Federal Agency Securities |  | $              |       |                  | $ | 13,430
|Municipal Securities                          |  |                | 10,000 |                  |   | 17,195
|                                              |  |                |        |                  |   |       
|Total Marketable Securities                   |  | $              | 10,000 |                  | $ | 30,625
|                                              |  |                |        |                  |   |       



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4. INTANGIBLE ASSETS SUBJECT TO AMORTIZATION

A summary of intangible assets is as follows:



|                                 |  |                      |  |                  |        |                         |   |           |  |                  |        |                         |   |           |  |   |       |  |   |       
|-------------------------------- |  | -------------------- |  | ---------------- | ------ | ----------------------- | - | --------- |  | ---------------- | ------ | ----------------------- | - | --------- |  | - | ----- |  | - | ------
|                                 |  |                      |  | June 30, 2008    |        | December 31, 2007      
|                                 |  | EstimatedUseful Life |  | HistoricalAmount |        | AccumulatedAmortization |   | NetAmount |  | HistoricalAmount |        | AccumulatedAmortization |   | NetAmount
|                                 |  |                      |  | (In thousands)  
|Customer lists and relationships |  | 6-10 years           |  | $                | 30,770 |                         | $ | 4,762     |  | $                | 26,008 |                         | $ | 30,770    |  | $ | 3,156 |  | $ | 27,614
|Tradename and trademarks         |  | 5 years              |  |                  | 2,820  |                         |   | 826       |  |                  | 1,994  |                         |   | 2,820     |  |   | 510   |  |   | 2,310 
|Customer contracts               |  | 1-20 years           |  |                  | 57,280 |                         |   | 2,840     |  |                  | 54,440 |                         |   | 57,280    |  |   | 1,410 |  |   | 55,870
|Noncompete agreements            |  | 2-5 years            |  |                  | 2,090  |                         |   | 1,164     |  |                  | 926    |                         |   | 2,090     |  |   | 751   |  |   | 1,339 
|                                 |  |                      |  |                  |        |                         |   |           |  |                  |        |                         |   |           |  |   |       |  |   |       
|                                 |  |                      |  | $                | 92,960 |                         | $ | 9,592     |  | $                | 83,368 |                         | $ | 92,960    |  | $ | 5,827 |  | $ | 87,133
|                                 |  |                      |  |                  |        |                         |   |           |  |                  |        |                         |   |           |  |   |       |  |   |       

Amortization expense was $1.9 million and $1.1 million for the three months ended June 30,
2008 and 2007, respectively and $3.8 million and $1.5 million for the six months ended June 30, 2008 and 2007, respectively.



|                                    |  |                      |       
|----------------------------------- |  | -------------------- | ------
|Estimated Amortization Expense:     |  | Amount(In thousands)
|Six months ending December 31, 2008 |  | $                    | 3,752 
|Year ending December 31, 2009       |  |                      | 7,064 
|Year ending December 31, 2010       |  |                      | 6,687 
|Year ending December 31, 2011       |  |                      | 6,452 
|Year ending December 31, 2012       |  |                      | 5,879 
|Thereafter                          |  |                      | 53,534
|                                    |  |                      |       
|Total                               |  | $                    | 83,368
|                                    |  |                      |       

5. LONG-TERM DEBT

On April 5, 2007, the Company entered into a credit facility with Morgan Stanley Senior Funding (the Credit Facility), pursuant to which the Company (i) incurred a term loan of $53.0 million and
(ii) had an option to request that the lenders advance up to an additional $97.0 million in term loans for a total credit facility of up to $150.0 million. The Company used the $53.0 million of term loan borrowings from the Credit Facility to
fund the acquisition of Radlinx. Interest under the Credit Facility was based on either: (i) a floating per annum rate based on the administrative agents prime rate plus a margin of 1.25% or (ii) upon syndication, and at the option
of the Company, a floating per annum rate (based upon one, two, three or six-month interest periods) based on prime plus a margin of 1.25%. The Companys obligations under the Credit Facility were secured by substantially all of the
Companys assets as collateral and are guaranteed by the Companys subsidiaries. The Credit Facility contained customary covenants.

On July 10, 2007, the Company and Morgan Stanly Senior Funding amended and restated the Credit Facility (the Amended Credit Facility). The Amended Credit Facility provides for term loans up to $150.0 million in aggregate,
$50 million of which was a delayed draw, which expired on July 10, 2008. Under the Amended Credit Facility, the Company increased its borrowings by $47.0 million to $100.0 million and used the proceeds from the additional borrowings to
fund the MPS and ERS acquisitions and to pay the fees and expenses incurred in connection with the Amended Credit Facility. Further, under the Amended Credit Facility, the Company may request that the lenders advance up to an additional $75.0
million in term loans, although the lenders have not committed to lend this additional amount and the terms under which such loans would be made have not been agreed. The additional funds available under the Amended Credit Facility may be used by
the Company for financing certain acquisitions and for general corporate purposes. Interest under the Amended Credit Facility is based, at the option of the Company, on either: (i) a floating per annum rate based on the administrative
agents prime rate plus a margin of 1.50% or (ii) a floating per annum rate (based upon one, two, three or six-month interest periods) based on LIBOR plus a margin of 2.50% (5.31% at June 30, 2008). The Company also entered into two
interest rate swap contracts during 2007 which, while in place, will maintain an effective interest rate of approximately 7.40%. See additional discussion of the interest rate swap contracts in Note 10.



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The term loan will be repaid in quarterly installments, with principal being amortized at an annual rate
of 1.00%, and the balance payable on the maturity date of July 10, 2014. The term loan is subject to mandatory prepayment under certain circumstances, including in connection with the Companys receipt of proceeds from certain issuances of
equity or debt, sales of assets and casualty events and beginning eighteen months from closing, from the Companys excess cash flow. The term loan may be voluntarily prepaid without premium or penalty.

The Amended Credit Facility contains customary affirmative, negative and financial covenants, including, among other requirements, negative covenants
that restrict the Companys ability to create liens, enter into mergers and acquisitions, pay dividends, repurchase stock, incur indebtedness, make investments and make capital expenditures, and financial covenants that establish applicable
interest coverage ratios and limit the maximum leverage the Company can maintain at any one time.

The Amended Credit Facility contains
events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material
judgments, and events constituting a change of control. The occurrence of an event of default could result in an increased interest rate, the acceleration of the Companys obligations under the Amended Credit Facility and an obligation of the
Company or any guarantor to repay the full amount of the Companys borrowings under the Amended Credit Facility.

6. COMMITMENTS AND
CONTINGENCIES

Letters of CreditThe Companys Sydney and San Francisco office leases and the Companys
malpractice insurance were collateralized by separate letters of credit in the amounts of $0.2 million, $0.1 million and $0.4 million, respectively, as of June 30, 2008 and December 31, 2007.

LitigationThe Company is involved in litigation in the normal course of business. After consultation with legal counsel, Company
management estimates that at June 30, 2008 these matters were expected to be resolved without material adverse effect on the Companys financial position, results of operations, or cash flows.

Medical Liability Insurance The Company is exposed to risk of loss related to litigation that may arise from malpractice and
maintains insurance for medical liabilities in amounts considered adequate by Company management. The Companys claims-made policy provides coverage up to the policy limits for claims filed within the period of the policy term, subject to
deductible requirements. Coverage for affiliated radiologists is initiated when they begin providing services to the Company.

The Company
records reserves for both reported and IBNR amounts. Reported amounts are reserved based upon the Companys best estimate of future probable costs. In instances where the Company may not be able to estimate the loss or range of loss
that may be reasonably possible, the Company records no reserve. The Company had no specific reserves as of June 30, 2008 and $0.5 million of reserves at December 31, 2007 which were paid out during the three months ended June 30,
2008. During the three and six months ended June 30, 2008, the Company recorded $0.2 million of benefit and $0.7 million of expense, respectively, for estimated IBNR amounts. The increase in the six month period is primarily due to
the termination of an indemnification clause related to the acquisition of Radlinx. As a result, the Company recorded $0.5 million of additional costs in the period ended March 31, 2008.

7. STOCK COMPENSATION PLANS

Share-Based
Award Plans.The Company has two stock-based award plans, the 2004 Stock Plan (the 2004 Plan) and the 2006 Equity Incentive Plan (the 2006 Plan). In February 2006, all shares available for grant under the 2004 Plan
were rolled over and became available for grant under the 2006 Plan. As of June 30, 2008, the Company had an aggregate of 4,446,962 shares of its common stock reserved for issuance under the 2004 Plan and 2006 Plan, of which 324,988 shares were
available for future grants and 4,121,974 shares were subject to outstanding stock awards.



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##### Table of Contents

The Companys Board of Directors administers the plans and establishes to whom the awards are
granted, and the terms and conditions, including the exercise period, of such awards. All stock options granted have an exercise price equal to or greater than the fair value of the Companys common stock on the date the option is granted.
All restricted stock units (RSUs) are granted with an exercise price of zero. Both stock options and RSUs granted generally have contractual terms of ten years and vest over three years. Options and RSUs granted to employees and
directors are valued using the multiple valuation approach, and the resulting expense is recognized using the accelerated method over the service period for the entire award.

Stock Options.The Company granted stock options covering 639,915 and 892,915 shares during the three and six months ended
June 30, 2008, respectively at a weighted-average exercise price of $7.62 and $8.92, respectively. The weighted-average grant-date fair value per share granted during the three and six months ended June 30, 2008 was $3.11 and $3.58,
respectively. A summary of stock-based award activity for employees and non-employees under the 2004 Plan and 2006 Plan are as follows:



|                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      
|------------------------------- |  | ---------------------- | - |  | ----------------------------- | ----- | --------------------------------------------- | ---- | ------------------------------------- | - | -----
|Stock Options                   |  | Number ofStock Options |   |  | WeightedAverageExercise Price |       | WeightedAverageRemainingContractualLife (Yrs) |      | AggregateIntrinsicValue(in thousands)
|Outstanding as of April 1, 2008 |  | 3,426,145              |   |  | $                             | 14.86 |                                               |      |                                       |   |      
|Granted                         |  | 639,915                |   |  |                               | 7.62  |                                               |      |                                       |   |      
|Exercised                       |  | (38,238                | ) |  |                               | 1.65  |                                               |      |                                       |   |      
|Cancelled                       |  | (487,472               | ) |  |                               | 19.89 |                                               |      |                                       |   |      
|                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      
|Outstanding as of June 30, 2008 |  | 3,540,350              |   |  | $                             | 13.00 |                                               | 8.19 |                                       | $ | 3,671
|                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      



|                                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      
|----------------------------------------------- |  | ---------------------- | - |  | ----------------------------- | ----- | --------------------------------------------- | ---- | ------------------------------------- | - | -----
|Stock Options                                   |  | Number ofStock Options |   |  | WeightedAverageExercise Price |       | WeightedAverageRemainingContractualLife (Yrs) |      | AggregateIntrinsicValue(in thousands)
|Outstanding as of January 1, 2008               |  | 3,497,210              |   |  | $                             | 14.85 |                                               |      |                                       |   |      
|Granted                                         |  | 892,915                |   |  |                               | 8.92  |                                               |      |                                       |   |      
|Exercised                                       |  | (172,868               | ) |  |                               | 2.31  |                                               |      |                                       |   |      
|Cancelled                                       |  | (676,907               | ) |  |                               | 19.91 |                                               |      |                                       |   |      
|                                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      
|Outstanding as of June 30, 2008                 |  | 3,540,350              |   |  | $                             | 13.00 |                                               | 8.19 |                                       | $ | 3,671
|                                                |  |                        |   |  |                               |       |                                               |      |                                       |   |      
|                                                |  |                        |   | 
|Exercisable as of June 30, 2008                 |  | 1,116,053              |   |  | $                             | 10.78 |                                               | 6.75 |                                       | $ | 2,732
|Vested and expected to vest as of June 30, 2008 |  | 3,422,076              |   |  | $                             | 12.97 |                                               | 8.16 |                                       | $ | 3,658

Restricted Stock Units.During the three and six months ended
June 30, 2008, the Company granted 96,500 and 469,171 restricted stock unit awards, respectively, at a fair value of $7.60 and $11.28 per share, respectively. Activity related to these restricted stock unit awards is as follows:



|                                |  |                 |   |  |                                               |  |                                       |      
|------------------------------- |  | --------------- | - |  | --------------------------------------------- |  | ------------------------------------- | -----
|Restricted Stock Unit Awards    |  | Number ofAwards |   |  | WeightedAverageRemainingContractualLife (Yrs) |  | AggregateIntrinsicValue(in thousands)
|Outstanding as of April 1, 2008 |  | 521,804         |   |  |                                               |  |                                       |      
|Granted                         |  | 96,500          |   |  |                                               |  |                                       |      
|Released                        |  | (26,357         | ) |  |                                               |  |                                       |      
|Cancelled                       |  | (10,323         | ) |  |                                               |  |                                       |      
|                                |  |                 |   |  |                                               |  |                                       |      
|Outstanding as of June 30, 2008 |  | 581,624         |   |  | 1.93                                          |  | $                                     | 4,118
|                                |  |                 |   |  |                                               |  |                                       |      



|                                                |  |                 |   |  |                                               |  |                                       |      
|----------------------------------------------- |  | --------------- | - |  | --------------------------------------------- |  | ------------------------------------- | -----
|Restricted Stock Unit Awards                    |  | Number ofAwards |   |  | WeightedAverageRemainingContractualLife (Yrs) |  | AggregateIntrinsicValue(in thousands)
|Outstanding as of January 1, 2008               |  | 254,574         |   |  |                                               |  |                                       |      
|Granted                                         |  | 469,171         |   |  |                                               |  |                                       |      
|Released                                        |  | (122,916        | ) |  |                                               |  |                                       |      
|Cancelled                                       |  | (19,205         | ) |  |                                               |  |                                       |      
|                                                |  |                 |   |  |                                               |  |                                       |      
|Outstanding as of June 30, 2008                 |  | 581,624         |   |  | 1.93                                          |  | $                                     | 4,118
|                                                |  |                 |   |  |                                               |  |                                       |      
|                                                |  |                 |  
|Vested and expected to vest as of June 30, 2008 |  | 530,470         |   |  | 1.90                                          |  | $                                     | 3,756



16



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##### Table of Contents

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the
exercise price of the options. For all RSU awards, the exercise price is zero.

Recognition of Compensation Expense. As of
June 30, 2008, the total remaining unrecognized compensation cost related to unvested stock-based employee/director arrangements, net of an estimated forfeiture rate of 8.9%, was $7.9 million and is expected to be recognized over a weighted
average period of 1.16 years.

The Company measures the compensation cost associated with stock-based payments by estimating the fair value
of stock options as of the grant date using the Black-Scholes option pricing model. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of
the stock options granted. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the employees who receive equity awards.

The weighted average fair values of stock-based arrangements on the date of grant and the assumptions used to estimate the fair value of the stock-based
arrangements were as follows:



|                                       |  |                                |  |                               
|-------------------------------------- |  | ------------------------------ |  | ------------------------------
|                                       |  | Three MonthsEnded June 30,2008 |  | Three MonthsEnded June 30,2007
|Dividend yield                         |  |                               |  |                              
|Expected volatility                    |  | 48%                            |  | 41%                           
|Risk-free interest rates               |  | 2.77%                          |  | 4.56%                         
|Expected term for employees (years)    |  | 4.2                            |  | 4.4                           
|Expected term for non-employee (years) |  | 10                             |  | 10                            



|                                       |  |                              |  |                             
|-------------------------------------- |  | ---------------------------- |  | ----------------------------
|                                       |  | Six MonthsEnded June 30,2008 |  | Six MonthsEnded June 30,2007
|Dividend yield                         |  |                             |  |                            
|Expected volatility                    |  | 48%                          |  | 35%                         
|Risk-free interest rates               |  | 2.72%                        |  | 4.67%                       
|Expected term for employees (years)    |  | 4.0                          |  | 4.1                         
|Expected term for non-employee (years) |  | 10                           |  | 10                          

Expected volatility is estimated based primarily on evaluating similar companies volatility
rates and the Companys limited trading history. The Company started incorporating its trading history into the estimates on January 1, 2007. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant
corresponding with the expected term of the options. The expected option term for employees is the number of years estimated that options will be outstanding prior to exercise considering vesting schedules, historical exercise experience and other
relevant factors.

8. COMPUTATION OF EARNINGS PER SHARE

The following table presents a reconciliation of the numerators and denominators used in the basic and diluted earnings per common share computations:



|                                                            |  |                                   |            |                  |   |               |  |               |            |  |   |           
|----------------------------------------------------------- |  | --------------------------------- | ---------- | ---------------- | - | ------------- |  | ------------- | ---------- |  | - | ----------
|                                                            |  | Three Months Ended                |            | Six Months Ended
|                                                            |  | June 30, 2008                     |            | June 30, 2007    |   | June 30, 2008 |  | June 30, 2007
|                                                            |  | (In thousands, except share data)
|Numerator:                                                  |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Net income                                                  |  | $                                 | 2,771      |                  | $ | 3,514         |  | $             | 3,501      |  | $ | 7,846     
|                                                            |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Denominator:                                                |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Weighted average common shares outstanding-basic            |  |                                   | 30,426,531 |                  |   | 29,996,297    |  |               | 30,435,363 |  |   | 29,978,376
|Effect of dilutive stock options and restricted stock units |  |                                   | 1,016,287  |                  |   | 813,201       |  |               | 913,177    |  |   | 741,421   



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##### Table of Contents

|                                                    |  |                                   |            |                  |   |               |  |               |            |  |   |           
|--------------------------------------------------- |  | --------------------------------- | ---------- | ---------------- | - | ------------- |  | ------------- | ---------- |  | - | ----------
|                                                    |  | Three Months Ended                |            | Six Months Ended
|                                                    |  | June 30, 2008                     |            | June 30, 2007    |   | June 30, 2008 |  | June 30, 2007
|                                                    |  | (In thousands, except share data)
|Effect of contingently issuable shares              |  |                                   |           |                  |   | 183,535       |  |               | 62,713     |  |   | 183,535   
|                                                    |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Weighted average common shares outstanding-dilutive |  |                                   | 31,442,818 |                  |   | 30,993,033    |  |               | 31,411,253 |  |   | 31,903,332
|                                                    |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Earnings per common sharebasic                     |  | $                                 | 0.09       |                  | $ | 0.12          |  | $             | 0.12       |  | $ | 0.26      
|Earnings per common sharediluted                   |  | $                                 | 0.09       |                  | $ | 0.11          |  | $             | 0.11       |  | $ | 0.25      
|                                                    |  |                                   |            |                  |   |               |  |               |            |  |   |           
|Anti-dilutive shares excluded from calculation      |  |                                   | 2,901,965  |                  |   | 1,585,401     |  |               | 2,594,087  |  |   | 1,101,042 
|                                                    |  |                                   |            |                  |   |               |  |               |            |  |   |           

9. INCOME TAXES

In accordance with interim reporting requirements, the Company uses an estimated annual effective tax rate for computing its provision for income taxes. The effective rate for the three months ended June 30, 2008
and 2007 was 37.7% and 37.5%, respectively. The effective rate for the six months ended June 30, 2008 and 2007 was 38.2% for both periods. The amount of the Companys permanent tax differences did not change significantly from the prior
period which also contributed to the increase in the effective rate.

10. DERIVATIVE FINANCIAL INSTRUMENTS

The Company recognizes all derivatives on the condensed consolidated balance sheet at fair value. The Company designates at inception whether the
derivative contract is considered hedging or non-hedging in accordance with SFAS 133. During 2007, the Company entered into two interest rate swap contracts with a combined notional amount of $100 million in connection with its outstanding debt. The
contracts expire on September 30, 2009 and 2010, respectively. These contracts, while in effect, will maintain an effective interest rate of approximately 7.40%. The contracts were initiated to maintain compliance with debt requirements and to
protect the Company against changes in the interest payments associated with its variable-rate long-term debt, and therefore are considered cash flow hedges. As a result, as long as the swap is deemed highly effective, changes in the fair value of
the swaps are recorded as either an asset (a gain position), or a liability (a loss position) on the balance sheet, with the offset recorded in accumulated other comprehensive income, a separate component of shareholders equity. At
June 30, 2008 and December 31, 2007, the fair value of the interest rate swap contracts resulted in net unrealized losses of $2.8 million and $2.7 million, respectively. For the three months and six months ended June 30, 2008, the
amount of hedge ineffectiveness was immaterial.

11. FAIR VALUE MEASUREMENTS

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 -
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.



18



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##### Table of Contents

The Company has determined that its marketable securities and interest rate swaps are Level 2 in the fair
value hierarchy discussed above. The Companys marketable securities are valued using inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. As discussed in Note
5 above, the Companys interest rate swap is based on a LIBOR rate. Fair value for the interest rate swap is based on a model-derived valuation using the LIBOR rate, which is observable at commonly quoted intervals for the full term of the
swap. The Company does not have any financial assets or liabilities measured under Level 1 or Level 3 of the fair value hierarchy.

The
following table sets forth the fair value of Companys financial assets and liabilities as measured using Level 2 inputs on a recurring basis as of June 30, 2008:



|                             |  |                |       
|---------------------------- |  | -------------- | ------
|                             |  | (In thousands)
|Assets                       |  |                |       
|Marketable securities        |  | $              | 10,000
|Liabilities                  |  |                |       
|Interest rate swap contracts |  | $              | 2,783 

12. SHARE REPURCHASE

On May 7, 2008, the Company announced that the Board of Directors had authorized a tender offer to purchase shares of its common stock not to exceed an aggregate purchase price of $50.0 million. The tender offer
commenced on May 14, 2008 and settled on June 19, 2008 with the Company purchasing and retiring 2,240,883 shares at a cost of $18.5 million, including expenses.



19



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Cautionary Statement for Purposes of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS QUARTERLY REPORT THAT ARE NOT PURELY HISTORICAL ARE 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, WITHOUT LIMITATION, STATEMENTS RELATING TO FUTURE ECONOMIC
CONDITIONS IN GENERAL AND STATEMENTS ABOUT OUR FUTURE:



| |  |  | STRATEGY AND BUSINESS PROSPECTS;
| | - |  | --------------------------------



| |  |  | DEVELOPMENT AND EXPANSION OF SERVICES, AND THE SIZE, GROWTH, AND LEADERSHIP OF THE POTENTIAL MARKETS FOR THESE SERVICES;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | DEVELOPMENT OF NEW CUSTOMER RELATIONSHIPS AND PRODUCTS;
| | - |  | -------------------------------------------------------



| |  |  | SALES, EARNINGS, INCOME, EXPENSES, OPERATING RESULTS, TAX RATES, OPERATING AND GROSS PROFIT AND PROFIT MARGINS, VALUATIONS, RECEIVABLES, RESERVES, LIQUIDITY,
INVESTMENT INCOME, CURRENCY RATES, STOCK OPTION EXERCISES, CAPITAL RESOURCE NEEDS, CUSTOMERS, AND COMPETITION;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ABILITY TO OBTAIN AND PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS; AND
| | - |  | -----------------------------------------------------------------------------------



| |  |  | ACQUISITIONS AND TRANSACTION COSTS AND ADJUSTMENTS.
| | - |  | ---------------------------------------------------

ALL OF THESE FORWARD-LOOKING STATEMENTS ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE OF THIS QUARTERLY REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS QUARTERLY REPORT. THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT, AND OTHER WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS MADE BY US FROM TIME TO TIME, ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN ITEM 1A OF THIS REPORT ENTITLED RISK FACTORS.

Overview

NightHawk Radiology Holdings, Inc. is
leading the transformation of the practice of radiology by providing high-quality, cost-effective services to radiology groups and hospitals throughout the United States. We provide the most complete suite of solutions, including professional
services, business services, and our advanced, proprietary clinical workflow technology, all designed to increase efficiency and improve the quality of patient care and the lives of physicians who provide it. Our team of affiliated physicians,
located primarily in the United States, Australia, and Switzerland, provide services 24-hours a day, seven-days a week, to approximately 780 customers covering approximately 26% of all U.S. hospitals. For more information, visit
www.nighthawkrad.net.

Our team of American Board of Radiology-certified, U.S. state-licensed and hospital-privileged affiliated
radiologists uses our proprietary workflow technology to provide professional services (interpretations or reads) from locations around the world to our customers in the United States. The reads that they perform consist
primarily of off-hours preliminary reads, but increasingly include final and sub-specialty interpretations. In addition to these professional services, we also provide our customers with cardiac 3D reconstructions, clinical workflow technology, and
business services, all designed to enhance the care they provide to patients and improve the efficiency of their practices.

Recent Acquisitions

In 2007, we expanded our solution suite and customer base through a series of acquisitions:



| |  |  | in February 2007, we acquired Teleradiology Diagnostic Services, Inc. (TDS), a leading provider of off-hours teleradiology services on the West Coast,
providing services to hospitals throughout California, the largest market in the United States,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | in April 2007, we acquired The Radlinx Group, Ltd. (Radlinx), the third largest provider of teleradiology services in the country with affiliated
radiologists located throughout the United States, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in July 2007, we acquired Midwest Physician Services, LLC (MPS) and Emergency Radiology Services, LLC (ERS). MPS provides a complete suite
of business process services including revenue cycle management, human resources services, facilities management, accounting and financial services, transcription services, records management, operational support and quality assurance program
support. ERS is an off-hours teleradiology services company.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Share Repurchases

On May 14, 2008, we commenced a tender offer which settled on June 19, 2008 resulting in the purchase and retirement of 2,240,883 shares at a
cost of $18.5 million, including expenses. On July 8, we announced that our Board of Directors has authorized up to an additional $10 million of share repurchases of our common stock. Under the program, repurchases may be made from time to time
by us in the open market, in block purchases, or in solicited or unsolicited privately negotiated transactions in accordance with SEC rules and subject to factors such as market price, our operating results and available cash, general economic and
market conditions, and other considerations we deem prudent.

Critical Accounting Policies

The preparation of financial statements in accordance with GAAP requires our management to select and apply accounting policies that best provide the
framework to report the results of operations and financial position. The selection and application of those policies requires management to make difficult, subjective and/or complex judgments concerning reported amounts of revenue and expenses
during the reporting period and the reported amounts of assets and liabilities at the date of the financial statements. As a result, there exists the likelihood that materially different amounts would be reported under different conditions or using
different assumptions.

As of June 30, 2008, there have been no significant changes with regard to the critical accounting policies
disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007. The policies disclosed included the accounting for revenue recognition and allowance for doubtful accounts, stock-based compensation, use of estimates, purchase
accounting and long-lived assets including goodwill and other acquired intangible assets, income taxes, and derivative accounting.

How We Generate
Revenue

Historically, we have generated substantially all of our revenue from the professional radiology services that we provide our
customers. We typically provide these services pursuant to one-year service contracts that automatically renew for each successive year unless terminated by the customer or by us. The amount we charge for our radiology services varies by customer
based upon a number of factors, including the hours of coverage we provide for the customer, the number of interpretations we perform for the customer and the technical and administrative services we provide to the customer.

More recently, through our acquisition of MPS in July 2007, we have expanded our service offerings for radiology groups to include business services such
as revenue cycle management, human resources services, facilities management, accounting and financial services, transcription services, records management, operational support, and quality assurance program support.

We also license the use of our proprietary clinical workflow technology to customers which includes both hosted applications and related services such as
implementation setup, training, report customization and monitoring.

We recognize revenue generated by our professional and business
services during the month in which services are provided and we bill our customers at the beginning of the following month. Because the invoices are typically paid directly by our customers, we do not currently depend upon any material payments by
third-party payors or patients. Our business services revenue is based on a contractual agreement that is driven by the amount and nature of services we provide, the size of our customers business and our customers expected net
collection rates on billings.

Since our first full year of operations, we have experienced significant revenue growth, from $4.7 million
in 2002 to $151.7 million in 2007. This growth in revenue resulted primarily from:



| |  |  | an increase in our customer base,
| | - |  | ---------------------------------



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##### Table of Contents

| |  |  | an increase in utilization of our services by our customers,
| | - |  | ------------------------------------------------------------



| |  |  | acquisitions,
| | - |  | -------------



| |  |  | an expansion of services offered,
| | - |  | ---------------------------------



| |  |  | an expansion of our service hours,
| | - |  | ----------------------------------



| |  |  | a high customer retention rate, and
| | - |  | -----------------------------------



| |  |  | growth in the use of diagnostic imaging technologies and procedures in the healthcare industry.
| | - |  | -----------------------------------------------------------------------------------------------

For the three and six months ended June 30, 2008, our exam volumes reached more than 780,000 and 1,525,000, respectively, and our affiliated
radiologists provided services to approximately 780 customers serving more than 1,500 hospitals. The total number of hospitals we cover represents approximately 26% of all hospitals in the United States.

Most of our current customers contract with us for a limited set of professional services. Our strategy is to cross-sell our services and to
expand the types of professional services we provide to customers and also to begin providing clinical workflow technology and business services to those customers.

Our Operating Expenses

Our operating expenses consist primarily of professional services expense,
sales and general and administrative expense. We record stock-based compensation expense in connection with equity issuances to our affiliated radiologists (which we refer to as physician stock-based compensation) and in connection with equity
issuances to our employees and directors (which we refer to as employee stock-based compensation). In our consolidated statements of operations, we present our physician stock-based compensation expense as part of our professional services expenses
and our employee stock-based compensation as part of our sales, general and administrative expense.

Professional Services
Expense.Professional service expenses consist primarily of the fees we pay to affiliated radiologists, any physician stock-based compensation, the premiums for medical liability insurance, and any medical liability claims loss expenses.
Affiliated radiologists are independent contractors compensated using a formula that is generally based upon the number of hours worked, with additional incentives for the workload completed. Professional services expenses are recognized in the
month in which the services are performed.

Malpractice Expense.We recognize expenses associated with medical liability premiums in
the month in which the expense is incurred. We record reserves for both reported and incurred but not reported (IBNR) claims. Reported claims are reserved based upon our best estimate of future probable costs. IBNR claims are estimated
using historical claims information and industry indices. This reserve is intended to cover potential medical claims that might arise related to past interpretations performed by our affiliated radiologists.

Physician Stock-Based Compensation Expense. As described previously, we record physician stock-based compensation expense in connection with
any equity-based grants to our affiliated radiologists and present this expense in our consolidated statements of operations as part of our professional services expense. We calculate the stock-based compensation expense associated with the
equity-based grants to affiliated radiologists in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004) Share Based Payment (SFAS 123(R)) and Emerging Issues Task Force
(EITF) Issue No. 96-18 Accounting for Equity Instruments That Are issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services(EITF 96-18).

Sales, General and Administrative Expense. Sales, general and administrative expense consists primarily of salaries and related expenses for
all employees, employee stock-based compensation, information technology and telecommunications expenses, costs associated with licensing and privileging our affiliated radiologists, facilities and office-related expenses, sales and marketing
expenses and other general and administrative expenses.

Employee Stock-Based Compensation Expense. As described previously, we
record employee stock-based compensation expense in connection with any equity-based grants to our employees and directors and present this expense in our consolidated statement of operations as part of our sales, general and administrative expense.
We calculate the stock-based compensation expense associated with equity-based grants in accordance with SFAS 123(R).



22



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##### Table of Contents

Our Non-Operating Expenses

In addition to our operating expenses, we record the following non-operating expenses.

Interest
Expense.The interest expense we incur in a given period is directly attributable to the principal amount of debt we have outstanding during such period and the associated interest rate swap contracts.

Income Tax Expense.We recognize income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

Trends in our Business and Results of Operations

Revenue Trends.The market for off-hour, emergent, preliminary
reads has historically experienced rapid volume growth. Our growth has been driven by an increase in our customer base, an increase in utilization of our services by our customers, acquisitions, an expansion of services offered, an expansion of our
service hours, a high customer retention rate and the growth in the use of diagnostic imaging technologies and procedures in the healthcare industry. In recent quarters, such growth has moderated as the market has matured. In addition, the market
has attracted increased competition over the past several years. These factors have resulted in a slowing of market volume growth and declines in average prices. As a result, our revenue growth has moderated from historical levels.

Our strategy for future growth is to expand on our position as the leading provider of radiology services by:



| |  |  | continuing to expand our service offerings in final and sub-specialty interpretations, cardiac imaging services, client workflow technology and business process
services,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expanding our radiology group customers utilization of our services as they implement coverage of additional hospitals,
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | targeting new customers, and
| | - |  | ----------------------------



| |  |  | pursuing both strategic and tactical acquisitions.
| | - |  | --------------------------------------------------

While we expect our strategy for future growth to be successful, we have experienced, and expect to continue to experience, an impact on volumes resulting from the loss of certain customers. Finally, we also expect
the pricing pressures to continue in the future.

Trends in Professional Service Fees.Since inception, our professional service
fees have increased in absolute dollars each year, primarily due to the addition of new affiliated radiologists to perform an increased workload as our business has grown. We expect that our professional service fees will continue to increase in
absolute dollars as we contract with additional radiologists to meet the increasing demand for our services, begin to offer additional services and experience scheduled increases in hourly fees under our existing agreements with our affiliated
radiologists.

Trends in Medical Liability Expense.Our medical liability expense has also increased in absolute dollars each year
since inception, primarily due to increases in our medical liability premiums as our business has grown. The increase is also due to our reserve for IBNR claims. We expect our medical liability premiums and our IBNR expense to continue to increase
in absolute dollars in future periods as our business continues to grow. In addition, if we have claims in future periods for which we deem a liability to be probable, our medical liability expense may increase.

Trends in Physician Stock-Based Compensation Expense.The amount of physician stock-based compensation expense we record in a given period depends
primarily on the number of shares subject to equity-based grants held by our affiliated radiologists, the number of hours worked, and the change in the value of our common stock in that period. Our expense in future periods for physician stock-based
compensation will be driven primarily by changes in our stock price, new equity-based grants we make to our affiliated radiologists, and the rate at which those equity-based grants are earned over such periods.

Trends in Sales, General and Administrative Expense. Our sales, general and administrative expense has increased in absolute dollars each year
since inception primarily as a result of increased payroll expenses in connection with the addition of management personnel, software development professionals and general headcount. Our employee headcount increased from 351 at June 30, 2007 to
523 at June 30, 2008, partially as a result of our 2007 acquisitions. We expect payroll expenses will continue to change as we adjust headcount at all levels of our business to match our growth and changing needs. We also expect that our
general and administrative expenses will increase in absolute dollars due to increases in telecommunications and information technology costs, licensing and privileging costs and increased accounting and legal costs due to growth.



23



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##### Table of Contents

Trends in Employee Stock-Based Compensation Expense.The amount of employee stock-based
compensation expense we record in a given period depends primarily on the number of shares subject to outstanding options and the valuation criteria used at the time of the grant. The amount of expense is also impacted by the accelerated method we
use to expense these options. Our employee stock-based compensation expense may decrease in future periods unless we choose to issue a significant amount of additional equity-based instruments.

Trends in Interest Expense.On April 5, 2007, we entered into a credit facility with Morgan Stanley Senior Funding, pursuant to which we
incurred a term loan in an amount of $53 million, which we used to fund the acquisition of Radlinx. On July 10, 2007, we amended and restated the credit facility and increased our term loan borrowings to $100 million and used the additional
proceeds to fund the MPS and ERS acquisitions and pay fees and expenses associated with the amendment of the credit facility. The term loan borrowings under the credit facility bear interest at a variable rate. During the third quarter of 2007, we
entered into two interest rate swap contracts to with a combined notional amount of $100 million to provide a hedge for us against changes in the interest payments associated with this variable-rate long-term debt. While these swaps are in place,
our effective interest rate should be approximately 7.4%. We expect our interest expense to remain consistent in future periods unless we change our debt or hedge positions or until our interest rate swap contracts expire on September 30, 2009
and 2010.

Results of Operations

The
following table sets forth selected consolidated statements of operations data for each of the periods indicated as a percentage of service revenue:



|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|---------------------------------- |  | -------------------------- | - |  | ------------------------ | - |  | ---- | - |  | ---- | -
|                                   |  | Three Months EndedJune 30, |   |  | Six Months EndedJune 30, |  
|                                   |  | 2008                       |   |  | 2007                     |   |  | 2008 |   |  | 2007 |  
|Service revenue                    |  | 100                        | % |  | 100                      | % |  | 100  | % |  | 100  | %
|Operating costs and expenses:      |  |                            |   |  |                          |   |  |      |   |  |      |  
|Professional services              |  | 40                         |   |  | 46                       |   |  | 41   |   |  | 44   |  
|Sales, general and administrative  |  | 39                         |   |  | 33                       |   |  | 41   |   |  | 33   |  
|Depreciation and amortization      |  | 7                          |   |  | 5                        |   |  | 7    |   |  | 4    |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|Total operating costs and expenses |  | 86                         |   |  | 84                       |   |  | 89   |   |  | 81   |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|Operating income                   |  | 14                         |   |  | 16                       |   |  | 11   |   |  | 19   |  
|Other income (expense):            |  |                            |   |  |                          |   |  |      |   |  |      |  
|Interest expense                   |  | (5                         | ) |  | (3                       | ) |  | (5   | ) |  | (2   | )
|Interest income                    |  | 1                          |   |  | 2                        |   |  | 1    |   |  | 3    |  
|Other, net                         |  |                           |   |  |                         |   |  |     |   |  |     |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|Total other income (expense)       |  | (4                         | ) |  | (1                       | ) |  | (4   | ) |  | 1    |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|Income before income taxes         |  | 10                         |   |  | 15                       |   |  | 7    |   |  | 20   |  
|Income tax expense                 |  | 4                          |   |  | 6                        |   |  | 3    |   |  | 8    |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  
|Net income                         |  | 6                          |   |  | 9                        |   |  | 4    |   |  | 12   |  
|                                   |  |                            |   |  |                          |   |  |      |   |  |      |  

Comparison of Three Months Ended June 30, 2008 and June 30, 2007

Service Revenue



|                |  |                            |        |        |   |            |  |            |       |  |    |  
|--------------- |  | -------------------------- | ------ | ------ | - | ---------- |  | ---------- | ----- |  | -- | -
|                |  | Three Months EndedJune 30, |        | Change |  
|                |  | 2008                       |        | 2007   |   | In Dollars |  | Percentage |      
|                |  | (Dollars in thousands)     |       
|Service revenue |  | $                          | 42,758 |        | $ | 37,923     |  | $          | 4,835 |  | 13 | %

The increase in service revenue from the three months ended June 30, 2007 to the three months
ended June 30, 2008 resulted primarily from $5.1 million in additional revenue from the MPS and ERS acquisitions. Our scan volume grew 7% from the second quarter 2007 to the second quarter 2008 and same site volume increased 4% over the same
periods. Historically, we have seen an increase in same-site volumes during the second and third quarters of each fiscal year, when



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##### Table of Contents

weather conditions tend to be warmer in much of the United States. We believe these increases are a result of increased outdoor and transportation activities
during summer months. During the first and fourth quarters of each fiscal year, when weather conditions are colder for a large portion of the United States, we have historically experienced relatively lower same-site volumes than those experienced
during the second and third quarters. We expect this seasonality to continue. In addition, we experienced overall price declines of 3% compared with the same quarter of last year.

Operating Costs and Expenses

Professional Services



|                              |  |                            |        |   |        |   |        |            |  |   |            |   |  |    |   
|----------------------------- |  | -------------------------- | ------ | - | ------ | - | ------ | ---------- |  | - | ---------- | - |  | -- | --
|                              |  | Three Months EndedJune 30, |        |   | Change |  
|                              |  | 2008                       |        |   | 2007   |   |        | In Dollars |  |   | Percentage |  
|                              |  | (Dollars in thousands)     |       
|Professional services         |  | $                          | 17,036 |   |        | $ | 17,402 |            |  | $ | (366       | ) |  | (2 | )%
|Percentage of service revenue |  |                            | 40     | % |        |   | 46     | %          |  |   |            |   |  |    |   

The decrease in professional services expense for the three months ended June 30, 2008
compared to the three months ended June 30, 2007 is primarily attributable to a decrease in IBNR reserve expense and physician stock-based compensation expense and partially offset by an increase in professional service fees. The following
expenses comprise our professional services expense:



| |  |  | Professional Service Fees. Our professional service fees increased from $15.0 million for the three months ended June 30, 2007 to $16.2 million for the
same period in 2008, an 8% increase. This increase was primarily driven by a $1.0 million increase relating to the amended ERS contract with SPR and a 7% increase in scan volume. Our professional service fees also decreased as a percentage of
service revenue from 40% to 38%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Physician Stock-Based Compensation Expense. Non-cash physician stock-based compensation expense for the three months ended June 30, 2008 dropped
64% or $0.7 million from the prior years comparable period. This primarily reflects the mark-to-market effect from the decrease in the stock price over the past 12 months. As a percentage of service revenue, physician stock-based
compensation expense decreased from 3% for the three months ended June 30, 2007 to 1% for the same period in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Medical Liability Expense. Our medical liability expense decreased from $1.3 million for the three months ended June 30, 2007 to $0.4 million for the
three months ended June 30, 2008. The 2008 expense represents $0.6 million of medical liability premiums offset by a decrease of $0.2 million for our estimated IBNR reserve. We accrue IBNR amounts using actuarial calculations, models and
assumptions based on historical loss experience and industry indices. The 2007 expense represents $0.6 million of medical liability premiums and the remaining $0.7 million was attributable to an increase in our estimated IBNR reserve.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales, General and Administrative Expense



|                                          |  |                            |        |   |        |   |        |            |  |            |       |  |    |  
|----------------------------------------- |  | -------------------------- | ------ | - | ------ | - | ------ | ---------- |  | ---------- | ----- |  | -- | -
|                                          |  | Three Months EndedJune 30, |        |   | Change |  
|                                          |  | 2008                       |        |   | 2007   |   |        | In Dollars |  | Percentage |      
|                                          |  | (Dollars in thousands)     |       
|Sales, general and administrative expense |  | $                          | 16,463 |   |        | $ | 12,643 |            |  | $          | 3,820 |  | 30 | %
|Percentage of service revenue             |  |                            | 39     | % |        |   | 33     | %          |  |            |       |  |    |  

The increase in sales, general and administrative expense increased resulted primarily from:
(i) increases in payroll expense due to additional hiring and additional headcount related to our acquisitions and (ii) higher spending for investments in new service offerings. The following expenses comprise our sales, general and
administrative expense:



| |  |  | Payroll and Related Expense.Our payroll and related expense increased from $7.1 million for the three months ended June 30, 2007 to $9.2 million
for the three months ended June 30, 2008, a 30% increase. Non-cash stock-based compensation expense accounted for an additional $1.7 million in each period. Our sales, general and administrative headcount increased from 351 at June 30,
2007 to 523 at June 30, 2008, a 49% increase. This increase in payroll expense resulted primarily from the MPS and ERS acquisitions, additions due to new business offerings, and new operational management.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Information Technology and Telecommunications Expense. Our non-payroll information technology and telecommunications expense increased from $0.7 million
for the three months ended June 30, 2007 to $1.1 million for the three months ended June 30, 2008, a 54% increase. The increase in expense resulted from our acquisitions and organic growth as we have expanded our operations to include
centralized facilities in locations in the United States to support our service offerings and increased number of affiliated radiologists.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Facilities Expense. Our facilities and office-based expense increased from $0.8 million for the three months ended June 30, 2007 to $1.2 million
for the three months ended June 30, 2008, a 58% increase. The increase in facilities and office-based expense was driven primarily by the office-related costs associated with the acquisitions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Licensing and Privileging Expense. Our non-payroll licensing and privileging expense consists primarily of fees paid for state medical licenses and
hospital privileges we obtain on behalf of our affiliated radiologists. Licensing and privileging expense is driven by the timing of new contracted physicians and the timing of renewals for existing physicians licenses and credentials.
Non-payroll licensing and privileging expenses increased from $0.5 million for the three months ended June 30, 2007 to $0.9 million for the three months ended June 30, 2008. Approximately $0.3 million of this increase was driven by our
licensing and privileging of radiologists as part of our partnership with Saint Paul Radiology, P.A. (SPR).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other General and Administrative Expense. Our other general and administrative expense consists primarily of professional accounting, legal and consulting
services, general liability insurance and employee-related expenses such as recruiting, travel and entertainment. Other general and administrative expense increased from $1.5 million for the three months ended June 30, 2007 to $2 million for
the three months ended June 30, 2008, a 36% increase. The increase in other general and administrative expense was driven primarily by the loss on disposals of fixed assets, principally resulting from charges arising from the disposal of
duplicative assets from acquisitions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Income (Expense)

Interest Expense



|                              |  |                            |       |    |        |   |       |            |  |            |     |  |    |  
|----------------------------- |  | -------------------------- | ----- | -- | ------ | - | ----- | ---------- |  | ---------- | --- |  | -- | -
|                              |  | Three Months EndedJune 30, |       |    | Change |  
|                              |  | 2008                       |       |    | 2007   |   |       | In Dollars |  | Percentage |    
|                              |  | (Dollars in thousands)     |      
|Interest expense              |  | $                          | 2,189 |    |        | $ | 1,275 |            |  | $          | 914 |  | 72 | %
|Percentage of service revenue |  |                            | (5    | )% |        |   | (3    | )%         |  |            |     |  |    |  

Our interest expense for the three months ended June 30, 2008 consists of the interest
expense incurred on term loans under our credit facility and the associated interest rate swaps. A higher debt balance due to the additional borrowings of $47 million on July 10, 2007 is the primary driver behind increase in interest expense.

Interest Income



|                              |  |                            |     |   |        |   |     |            |  |   |            |   |  |     |   
|----------------------------- |  | -------------------------- | --- | - | ------ | - | --- | ---------- |  | - | ---------- | - |  | --- | --
|                              |  | Three Months EndedJune 30, |     |   | Change |  
|                              |  | 2008                       |     |   | 2007   |   |     | In Dollars |  |   | Percentage |  
|                              |  | (Dollars in thousands)     |    
|Interest Income               |  | $                          | 376 |   |        | $ | 834 |            |  | $ | (458       | ) |  | (55 | )%
|Percentage of service revenue |  |                            | 1   | % |        |   | 2   | %          |  |   |            |   |  |     |   

The decrease in our interest income for the three months ended June 30, 2008 compared to the
three months ended June 30, 2007 is due to lower average investment balances and lower market interest rates in 2008.

Income Tax Expense



|                              |  |                            |       |   |        |   |       |            |  |   |            |   |  |     |   
|----------------------------- |  | -------------------------- | ----- | - | ------ | - | ----- | ---------- |  | - | ---------- | - |  | --- | --
|                              |  | Three Months EndedJune 30, |       |   | Change |  
|                              |  | 2008                       |       |   | 2007   |   |       | In Dollars |  |   | Percentage |  
|                              |  | (Dollars in thousands)     |      
|Income tax expense            |  | $                          | 1,675 |   |        | $ | 2,101 |            |  | $ | (426       | ) |  | (20 | )%
|Percentage of service revenue |  |                            | 4     | % |        |   | 6     | %          |  |   |            |   |  |     |   

The decrease in our income tax expense was due primarily to lower earnings for the three months
ended June 30, 2008 relative to the prior year period.



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##### Table of Contents

Comparison of Six Months Ended June 30, 2008 and June 30, 2007

Service Revenue



|                |  |                          |        |        |   |            |  |            |        |  |    |  
|--------------- |  | ------------------------ | ------ | ------ | - | ---------- |  | ---------- | ------ |  | -- | -
|                |  | Six Months EndedJune 30, |        | Change |  
|                |  | 2008                     |        | 2007   |   | In Dollars |  | Percentage |       
|                |  | (Dollars in thousands)   |       
|Service revenue |  | $                        | 84,446 |        | $ | 63,805     |  | $          | 20,641 |  | 32 | %

The increase in service revenue from the six months ended June 30, 2007 to the six months
ended June 30, 2008 resulted from $10.2 million in additional revenue from the MPS and ERS acquisitions, $7.1 due to the TDS and Radlinx acquisitions and a $3.4 million increase in organic revenue. The organic growth was driven by a 10%
increase in volume partially offset by a 4% decline in pricing.

Operating Costs and Expenses

Professional Services



|                              |  |                          |        |   |        |   |        |            |  |            |       |  |    |  
|----------------------------- |  | ------------------------ | ------ | - | ------ | - | ------ | ---------- |  | ---------- | ----- |  | -- | -
|                              |  | Six Months EndedJune 30, |        |   | Change |  
|                              |  | 2008                     |        |   | 2007   |   |        | In Dollars |  | Percentage |      
|                              |  | (Dollars in thousands)   |       
|Professional services         |  | $                        | 34,903 |   |        | $ | 27,775 |            |  | $          | 7,128 |  | 26 | %
|Percentage of service revenue |  |                          | 41     | % |        |   | 44     | %          |  |            |       |  |    |  

The increase in professional services expense for the six months ended June 30, 2008 compared
to the six months ended June 30, 2007 resulted primarily from an increase in scan volumes. The following expenses comprise our professional services expense:



| |  |  | Professional Service Fees. Our professional service fees increased from $23.8 million for the six months ended June 30, 2007 to $32.0 million for the
same period in 2008, a 34% increase, and increased as a percentage of service revenue from 37% to 38%. This increase was primarily driven by a 25% increase in scan volume and full year impact of the TDS and Radlinx acquisitions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Physician Stock-Based Compensation Expense. Non-cash physician stock-based compensation expense for the six months ended June 30, 2008 dropped 52%
or $1.1 million from the prior years comparable period. This primarily reflects the mark-to-market effect from the decrease in the stock price over the past 12 months. As a percentage of service revenue, physician stock-based compensation
expense decreased from 3% for the six months ended June 30, 2007 to 1% for the same period in 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Medical Liability Expense. Our medical liability expense increased to $2.0 million for the six months ended June 30, 2008 from $1.9 million for the six
months ended June 30, 2007. The 2008 expense includes $1.1 million of medical liability premiums, $0.2 million for reported malpractice claim reserves and $0.7 million related to an increase in our estimated IBNR reserve arising from the
termination of certain indemnification provisions related to the Radlinx acquisition. The 2007 expense includes approximately $0.9 million of medical liability premiums and $1.0 million arising from an increase in our estimated IBNR reserve.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales, General and Administrative Expense



|                                          |  |                          |        |   |        |   |        |            |  |            |        |  |    |  
|----------------------------------------- |  | ------------------------ | ------ | - | ------ | - | ------ | ---------- |  | ---------- | ------ |  | -- | -
|                                          |  | Six Months EndedJune 30, |        |   | Change |  
|                                          |  | 2008                     |        |   | 2007   |   |        | In Dollars |  | Percentage |       
|                                          |  | (Dollars in thousands)   |       
|Sales, general and administrative expense |  | $                        | 34,634 |   |        | $ | 21,107 |            |  | $          | 13,527 |  | 64 | %
|Percentage of service revenue             |  |                          | 41     | % |        |   | 33     | %          |  |            |        |  |    |  



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##### Table of Contents

The increase in sales, general and administrative expense increased resulted primarily from:
(i) increases in payroll expense due to additional hiring and additional headcount related to our acquisitions and (ii) higher spending for investments in new service offerings. The following expenses comprise our sales, general and
administrative expense:



| |  |  | Payroll and Related Expense.Our payroll and related expense increased from $11.9 million for the six months ended June 30, 2007 to $19.1 million
for the six months ended June, 2008, a 60% increase. Of this increase, $1.5 million was attributable to an increase in stock based compensation expense. The increase in payroll expense was primarily attributable to a $7.2 million increase non-stock
payroll expense as we increased sales, general and administrative and operational management headcount from 351 at June 30, 2007 to 520 at June 30, 2008, a 49% increase, primarily in connection with acquisitions. For the six months ended
June 30, 2008, we also accrued severance payments and other costs relating to the resignations of our prior Chief Operating Officer and prior Chief Financial Officer totaling $0.8 million. We also had a non-cash charge of $0.7 million for the
acceleration of options held by our prior Chief Operating Officer.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Information Technology and Telecommunications Expense. Our non-payroll information technology and telecommunications expense increased from $1.2 million
for the six months ended June 30, 2007 to $2.3 million for the six months ended June 30, 2008, an 87% increase. The increase in expense resulted from our acquisitions and organic growth as we have expanded our operations to include
centralized facilities in locations in the United States to support our service offerings and the increased number of affiliated radiologist.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Facilities Expense. Our facilities and office-based expense increased from $1.3 million for the six months ended June 30, 2007 to $2.4 million for
the six months ended June 30, 2008, an 81% increase. The increase in facilities and office-based expense was driven primarily by the increase in number of facilities and occupancy expenses associated with the acquisitions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Licensing and Privileging Expense. Our non-payroll licensing and privileging expense consists primarily of fees paid in connection with the state
medical licenses and hospital privileges we obtain on behalf of our affiliated radiologists. Licensing and privileging expense is driven by the timing of new contracted physicians and the timing of renewals for existing physicians licenses and
credentials. Non-payroll licensing and privileging expenses increased from $0.9 million for the six months ended June 30, 2007 to $1.9 million for the six months ended June 30, 2008. Approximately $0.5 million of this increase was driven
by our licensing and privileging of radiologists as part of our partnership with SPR.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other General and Administrative Expense. Our other general and administrative expense consists primarily of professional accounting, legal and consulting
services, general liability insurance and employee-related expenses such as recruiting, travel and entertainment. As a percentage of service revenue, other general and administrative expense increased from 4% for the six months ended June 30,
2007 to 5% for the same period of 2008. Other general and administrative expense increased from $2.6 million for the six months ended June 30, 2007 to $4.2 million for the six months ended June 30, 2008, a 61% increase. The increase in
other general and administrative expense was driven primarily by costs associated with the MPS and ERS acquisitions, recruiting costs, and loss on the disposals of fixed assets principally resulting from charges arising from the disposal of
duplicative assets from acquisitions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Income (Expense)

Interest Expense



|                              |  |                          |       |     |        |   |       |            |  |            |       |  |     |  
|----------------------------- |  | ------------------------ | ----- | --- | ------ | - | ----- | ---------- |  | ---------- | ----- |  | --- | -
|                              |  | Six Months EndedJune 30, |       |     | Change |  
|                              |  | 2008                     |       |     | 2007   |   |       | In Dollars |  | Percentage |      
|                              |  | (Dollars in thousands)   |      
|Interest expense              |  | $                        | 4,376 |     |        | $ | 1,276 |            |  | $          | 3,100 |  | 243 | %
|Percentage of service revenue |  |                          | (5    | ) % |        |   | (2    | )%         |  |            |       |  |     |  

Our interest expense for the six months ended June 30, 2008 consists of the interest expense
incurred on term loans under our credit facility and the associated interest rate swaps. On April 5, 2007 we borrowed $53.0 million in connection with the Radlinx acquisition and an additional $47.0 million on July 10, 2007 in connection
with the MPS and ERS acquisitions. Also included in interest expense is $0.3 million of amortized deferred loan fees.



28



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##### Table of Contents

Interest Income



|                              |  |                          |     |   |        |   |       |            |  |   |            |   |  |     |   
|----------------------------- |  | ------------------------ | --- | - | ------ | - | ----- | ---------- |  | - | ---------- | - |  | --- | --
|                              |  | Six Months EndedJune 30, |     |   | Change |  
|                              |  | 2008                     |     |   | 2007   |   |       | In Dollars |  |   | Percentage |  
|                              |  | (Dollars in thousands)   |    
|Interest Income               |  | $                        | 903 |   |        | $ | 1,722 |            |  | $ | (819       | ) |  | (48 | )%
|Percentage of service revenue |  |                          | 1   | % |        |   | 3     | %          |  |   |            |   |  |     |   

The decrease in our interest income for the six months ended June 30, 2008 compared to the
six months ended June 30, 2007 is due to a lower average investment balances and lower market interest rates in 2008.

Income Tax Expense



|                              |  |                          |       |   |        |   |       |            |  |   |            |   |  |     |   
|----------------------------- |  | ------------------------ | ----- | - | ------ | - | ----- | ---------- |  | - | ---------- | - |  | --- | --
|                              |  | Six Months EndedJune 30, |       |   | Change |  
|                              |  | 2008                     |       |   | 2007   |   |       | In Dollars |  |   | Percentage |  
|                              |  | (Dollars in thousands)   |      
|Income tax expense            |  | $                        | 2,165 |   |        | $ | 4,849 |            |  | $ | (2,684     | ) |  | (55 | )%
|Percentage of service revenue |  |                          | 3     | % |        |   | 8     | %          |  |   |            |   |  |     |   

The decrease in our income tax expense was due primarily to lower earnings for the six months
ended June 30, 2008 relative to the prior year period.

Liquidity and Capital Resources

Capital Resources

Our capital resources
include cash, cash equivalents and marketable securities of $48.2 million at June 30, 2008 compared with $62.6 million at December 31, 2007.

The tables below highlight significant aspects of our capital resources (in millions).



|                          |  |              |      |                  |   |     
|------------------------- |  | ------------ | ---- | ---------------- | - | ----
|Capital resources         |  | June 30,2008 |      | December 31,2007
|Cash and cash equivalents |  | $            | 38.2 |                  | $ | 32.0
|                          |  |              |      |                  |   |     
|Marketable Securities     |  |              | 10.0 |                  |   | 30.6
|                          |  |              |      |                  |   |     
|Total                     |  | $            | 48.2 |                  | $ | 62.6
|                          |  |              |      |                  |   |     

Cash Flow Activities

The tables below highlight significant aspects of our cash flow activities (in millions).



|                                      |  |                  |       |   |              |   |       |  
|------------------------------------- |  | ---------------- | ----- | - | ------------ | - | ----- | -
|                                      |  | Six Months Ended |      
|Cash flow activities                  |  | June 30,2008     |       |   | June 30,2007 |  
|Net cash provided by (used in):       |  |                  |       |   |              |   |       |  
|Operating activities                  |  | $                | 13.3  |   |              | $ | 12.7  |  
|Investing activities                  |  |                  | 10.9  |   |              |   | (51.5 | )
|Financing activities                  |  |                  | (17.9 | ) |              |   | 39.3  |  
|                                      |  |                  |       |   |              |   |       |  
|Increase in cash and cash equivalents |  | $                | 6.3   |   |              | $ | 0.5   |  
|                                      |  |                  |       |   |              |   |       |  

The discussion below highlights significant aspects of our cash flows.

Operating Activities

Since our inception in
August 2001, we have funded our operations primarily from cash flows generated by our operating activities. Net cash from operations was $13.3 million for the six months ended June 30, 2008 and $12.7 million for six months ended June 30,
2007.



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##### Table of Contents

For the six months ended June 30, 2008, we generated net cash from operations of $13.3 million
from net income of $3.5 million. Significant non-cash charges that affected net income that did not impact our net cash from operations during this period include depreciation and amortization of $5.8 million and stock compensation expense of $5.2
million.

For the six months ended June 30, 2007, we generated net cash from operations of approximately $12.7 million from net
income of approximately $7.8 million. Significant non-cash charges that affected net income that did not impact our net cash from operations during this period include depreciation and amortization of approximately $2.6 million and stock
compensation expense of approximately $4.7 million.

The changes in our operating assets and liabilities, net of acquisitions, and the
associated impacts on our net cash from operations during the six months ended June 30, 2008 were primarily driven by the following factors:



| |  |  | Trade Accounts Receivable, net. Trade accounts receivable increased by approximately $1.2 million during the six months ended June 30, 2008. This
increase was primarily due to increased volumes and integration of acquired accounts receivable into our billing process.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prepaid Expenses and Other Assets. Prepaid expenses and other assets increased by $1.5 million during the six months ended June 30, 2008. This
increase was primarily due to the renewal and prepayment of several insurance policies and prepayments regarding facility related items.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Accrued Payroll and Related Benefits. Accrued payroll and related benefits increased $0.9 million during the six months ended June 30, 2008 due to
accrued but unpaid severance related to the resignations of the Chief Operating Officer and Chief Financial Officer totaling $0.6 million and increased headcount.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities was $10.9 million for the six months ended June 30, 2008 compared to $51.5 million used in investing activities for the six months ended June 30, 2007. For the six
months ended June 30, 2008, net cash provided by investing activities was primarily attributable to sales and maturities of marketable securities of $13.3 million and $33.8 million, respectively. Partially offsetting this increase was the
earnout payment to the former Radlinx owners of $6.5 million, capital spending of $3.3 million, and the purchases of marketable securities of $26.4 million. For the six months ended June 30, 2007, net cash used in investing activities was
primarily attributable to the use of approximately $21.8 million for the acquisition of TDS and $40.7 million for the acquisition of Radlinx offset by the net proceeds from the sale of marketable securities of $13.3 million.

Net Cash Provided By (Used in) Financing Activities

Net cash used in financing activities was $17.9 million for the six months ended June 30, 2008 and was primarily attributable to the tender offer repurchase of $18.0 million of our common stock in June 2008.

Net cash provided by financing activities was $39.3 million for the six months ended June 30, 2007. On April 5, 2007, we entered
into a term loan in the amount of $53 million to acquire Radlinx. Immediately following the acquisition of Radlinx, we paid in full $12.6 million in assumed debt. We also paid approximately $1.8 million in financing costs. The remaining financing
activities represent the cash proceeds from the exercise of stock options.

Financial Condition and Liquidity

We expect our long-term liquidity needs to consist primarily of working capital, capital expenditure requirements, share repurchases and future
acquisitions. We intend to fund future liquidity needs from current capital resources and cash generated from operations. We believe our capital resources will be sufficient to meet our anticipated cash needs for at least the next 12 months.



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Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements

Our Sydney and San
Francisco offices leases are collateralized by separate letters of credit in the amounts of $0.2 million and $0.1 million, respectively, as of June 30, 2008. Our medical liability insurance policy is also collateralized by a separate letter of
credit in the amount of $0.4 million as of June 30, 2008.

Contractual Obligations

With the exception of changes to our contractual obligations for our operating lease commitments, there have been no significant changes to our
contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007.

The following
table presents a summary of our operating lease commitments as of June 30, 2008 (in millions):



|                            |  |                     |  |          |  |          |  |                  |  |      
|--------------------------- |  | ------------------- |  | -------- |  | -------- |  | ---------------- |  | -----
|                            |  | Payments Due Within
|                            |  | Less than1 Year     |  | 1-3Years |  | 3-5Years |  | More than 5Years |  | Total
|Operating lease commitments |  | 2.1                 |  | 3.3      |  | 2.4      |  | 3.8              |  | 11.7 
|                            |  |                     |  |          |  |          |  |                  |  |      

RECENT ACCOUNTING STANDARDS

Information regarding recently adopted and new accounting pronouncements is included in Note 1 Summary Of Significant Accounting Policies, of the Notes to the Condensed Consolidated Financial Statements in
Item 1.



|ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Foreign Currency Exchange Risk

Although a large number of our affiliated radiologists work from our centralized
reading facilities in Australia and Switzerland, the professional service fees we pay to our affiliated radiologists are denominated primarily in U.S. dollars. As a result, only our support personnel and facility costs in those countries present
foreign currency exchange risks. Because we are not currently subject to material foreign currency exchange risk, we have not, to date, entered into any hedging contracts. If a weakening U.S. dollar requires us to increase the amounts we pay to our
affiliated radiologists in the future in order to maintain a constant level of compensation, our results of operations and cash flows could be affected. Currently, any foreign exchange risks are related to the foreign currency exchange rates between
the U.S. dollar and the Australian dollar and between the U.S. dollar and the Swiss franc.

Interest Rate Sensitivity

We had cash and cash equivalents totaling $38.2 million at June 30, 2008. These amounts were invested primarily in
interest-bearing money market accounts. Additionally, we had marketable securities totaling $10.0 million at June 30, 2008 invested in municipal securities. These investments are held for working capital purposes. We do not enter into
investments for trading or speculative purposes. We believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. However, any declines in interest rates will
reduce future investment income.

As of June 30, 2008, we had $99.0 million in variable rate debt. Because of the two interest
rate swap contracts entered in to during 2007, this outstanding debt is not subject to interest rate risk until such contracts expire on September 30, 2009 and 2010. For more information on our hedging activities, see Note 10 Derivative
Financial Instruments, of the Notes to Condensed Consolidated Financial Statements in Item 1.



|ITEM 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

As of June 30, 2008, we carried out an evaluation, under the supervision and with the participation of management,
including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2008, the Companys disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934) were effective.

Changes in Internal Controls over Financial Reporting

During the three months ended June 30, 2008, there were no changes in the Companys internal control over financial reporting that has
materially affected or is reasonably likely to materially affect such internal control over financial reporting.



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PART II  OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------

We are involved in various
legal proceedings arising in the ordinary course of our business activities. We maintain insurance policies with coverages that we believe are appropriate in light of the risks attendant to our business, and believe that the resolution of the
current claims will not have a material adverse impact on our consolidated results of operations, cash flows or our financial position. However, depending on the amount of damages resulting from a current or future claim, an unfavorable resolution
of a claim could materially affect our future results of operations, cash flows or financial position.



|ITEM 1A. | Risk Factors
|-------- | ------------

YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO
ANY OF THESE RISKS AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. IN ASSESSING THE RISKS DESCRIBED BELOW, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED IN THIS REPORT, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED
NOTES, BEFORE DECIDING TO PURCHASE ANY SHARES OF OUR COMMON STOCK.

We have a relatively short operating history in an emerging
market, which makes it difficult to evaluate our business and prospects.

We have a relatively short operating history in an
evolving market. As a result, our current business and future prospects are difficult to evaluate. You must consider our business and prospects in light of the risks and difficulties we encounter as an early-stage company in a rapidly evolving
market. Some of these risks relate to our potential inability to:



| |  |  | effectively manage our business and technology,
| | - |  | -----------------------------------------------



| |  |  | effectively manage the integration of companies that we have acquired, or in the future may acquire,
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | develop new services that complement our existing business,
| | - |  | -----------------------------------------------------------



| |  |  | market our services to our customers due to regulatory rules governing reassignment of payments, which could affect our customers ability to collect fees for
services provided by our affiliated radiologists,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquire additional customers and maintain current customers in a competitive environment,
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | successfully provide high levels of service quality as we expand the scale of our business,
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | manage rapid growth in personnel and operations,
| | - |  | ------------------------------------------------



| |  |  | effectively manage our medical liability risk, and
| | - |  | --------------------------------------------------



| |  |  | recruit and retain radiologists and other key personnel.
| | - |  | --------------------------------------------------------

We may not be able to successfully address these and the other risks described in this report. Failure to adequately do so would harm our business and cause our operating results to suffer. Furthermore, our limited
operating history has resulted in revenue growth rates that we will not be able to sustain, and therefore will not be indicative of our future results of historical operations. As a result, the price of our common stock could decline.

The market in which we participate is competitive and we expect competition to increase in the future, which will make it more difficult for us to
sell our services and may result in pricing pressure, reduced revenue and reduced market share.

The market for professional
radiology services and business process services is competitive and rapidly changing, barriers to entry are relatively low, and with the introduction of new technologies and market entrants, we expect competition to intensify in the future. If we
fail to compete effectively, our operating results will be harmed. Some of our principal competitors, including our largest competitor, Virtual Radiologic Corporation, offer their services at a lower price, which has resulted and may continue to
result in pricing pressure and lost customers. If we are unable to maintain our current pricing, our operating results could be negatively impacted. In addition, pricing pressures and increased competition could result in reduced revenue, reduced
profits or the failure of our services to achieve or maintain more widespread market acceptance, any of which could harm our business.



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In addition, if companies larger than we are enter the market through internal expansion or acquisition
of one of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. These competitors could have established customer relationships and greater financial, technical, sales, marketing and
other resources than we do, and may be able to respond more quickly to new or emerging technologies or devote greater resources to the development, promotion and sale of their services. This competition could harm our ability to sell our services,
which may lead to lower prices, reduced revenue and, ultimately, reduced market share.

If we acquire any companies or technologies
in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

A key element of our strategy is to pursue strategic acquisitions that are complementary to our business or offer us other strategic benefits. Acquisitions in which we may engage involve numerous risks, including:



| |  |  | difficulties or delays in integrating physician compensation models,
| | - |  | --------------------------------------------------------------------



| |  |  | difficulties in integrating operations, technologies, services and personnel,
| | - |  | -----------------------------------------------------------------------------



| |  |  | diversion of financial and management resources from existing operations,
| | - |  | -------------------------------------------------------------------------



| |  |  | risk of entering new markets,
| | - |  | -----------------------------



| |  |  | potential write-offs of acquired assets,
| | - |  | ----------------------------------------



| |  |  | potential loss of key employees, and
| | - |  | ------------------------------------



| |  |  | inability to generate sufficient revenue to offset acquisition costs.
| | - |  | ---------------------------------------------------------------------

We have in the past and may experience in the future these difficulties as we integrate the operations of future companies we acquire with our
operations.

In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be
diluted which could affect the market price of our stock. Including the acquisitions of Midwest Physicians Services, LLC, Emergency Radiology Services, LLC, Teleradiology Diagnostic Service, Inc. and The Radlinx Group, Ltd., we have made six
acquisitions to date, and our management has experienced challenges in completing acquisitions and integrating acquired businesses with our operations. If we fail to properly evaluate and execute acquisitions, our business and prospects may be
harmed.

If our arrangements with our affiliated radiologists or our customers are found to violate state laws prohibiting the
corporate practice of medicine or fee splitting, our business, financial condition and our ability to operate in those states could be adversely impacted.

The laws of many states, including states in which our customers are located, prohibit us from exercising control over the medical judgments or decisions of physicians and from engaging in certain financial
arrangements, such as splitting professional fees with physicians. These laws and their interpretations vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. We enter into agreements with
our affiliated radiologists pursuant to which the radiologists render professional medical services. In addition, we enter into agreements with our customers to deliver professional radiology interpretation services in exchange for a service fee. We
structure our relationships with our affiliated radiologists and our customers in a manner that we believe is in compliance with prohibitions against the corporate practice of medicine and fee splitting. While we have not received notification from
any state regulatory or similar authorities asserting that we are engaged in the corporate practice of medicine or that the payment of service fees to us by our customers constitutes fee splitting, if such a claim were successful, we could be
subject to civil and criminal penalties and could be required to restructure or terminate the applicable contractual arrangements. A determination that these arrangements violate state statutes, or our inability to successfully restructure our
relationships with our affiliated radiologists to comply with these statutes, could eliminate customers located in certain states from the market for our services, which would have a materially adverse effect on our business, financial condition and
operations.

We may be unable to successfully expand our services beyond the off-hours emergency radiology market.

We have historically focused our business on providing emergency radiology services during the hours of 5:00 p.m. to 8:00 a.m. and
24 hours per day on weekends and holidays. In 2006, we expanded our hours of service to 24 hours, 7 days a week and began offering final reads and sub-specialty services, including cardiac imaging services, to enhance our service



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offerings to our customers. In addition, we acquired Midwest Physician Services, LLC to expand our suite of solutions that we offer to radiology groups.
However, our efforts to provide these final reads and sub-specialty services, or any other services beyond our current services offerings and radiology solutions, may not result in significant revenue growth for us. In addition, efforts to expand
our services into these new markets may divert management resources from existing operations and require us to commit significant financial resources to an unproven business. To support these service offerings, we have recently opened two additional
centralized reading centers in San Francisco, California and Austin, Texas, similar to our facilities in Sydney, Australia and Zurich, Switzerland. If we are unable to effectively and profitably expand our offerings in these areas, our business,
financial condition and results of operations could be adversely affected.

If our affiliated radiologists are characterized as
employees, we would be subject to employment and withholding liabilities and may be subject to prohibitions against the corporate practice of medicine.

We structure our relationships with our affiliated radiologists in a manner that we believe results in an independent contractor relationship, not an employee relationship. An independent contractor is generally
distinguished from an employee by his or her degree of autonomy and independence in providing services. A high degree of autonomy and independence is generally indicative of a contractor relationship, while a high degree of control is generally
indicative of an employment relationship. Although we believe that our affiliated radiologists are properly characterized as independent contractors, tax or other regulatory authorities may in the future challenge our characterization of these
relationships. If such regulatory authorities or state, federal or foreign courts were to determine that our affiliated radiologists are employees, and not independent contractors, we would be required to withhold income taxes, to withhold and pay
social security, Medicare and similar taxes and to pay unemployment and other related payroll taxes. We would also be liable for unpaid past taxes and subject to penalties. In addition, such a determination may also result in a finding that we are
engaged in the corporate practice of medicine in violation of the laws of many states. As a result, any determination that our affiliated radiologists are our employees would materially harm our business and operating results.

Our growth strategy depends on our ability to recruit and retain qualified radiologists and other skilled personnel. If we are unable to do so, our
future growth would be limited and our business and operating results would be harmed.

Our success is dependent upon our continuing
ability to recruit and retain qualified radiologists. An inability to recruit and retain radiologists would have a material adverse effect on our ability to grow and would adversely affect our results of operations. We face competition for
radiologists from other healthcare providers, including radiology groups, research and academic institutions, government entities and other organizations. In addition, our affiliated radiologists are typically U.S. citizens who must obtain visas to
work in Australia or Switzerland. We have worked with the government of Australia to establish a visa program and have assisted our affiliated radiologists in the visa application process with the government of Switzerland, and to date all of our
professionals have successfully obtained work visas in a timely manner. However, any future inability to obtain or difficulty in obtaining work visas for our affiliated radiologists, due to changing immigration regulations or otherwise, would
jeopardize our business and harm our results.

In addition to recruiting radiologists, we must identify, recruit and retain skilled
executive, technical, administrative, sales, marketing and operations personnel for our headquarters in Coeur dAlene, Idaho. Competition for highly qualified and experienced personnel is intense due to the limited number of people available
with the necessary skills. In addition, Coeur dAlene has a relatively small pool of potential employees with the skills that we require, and is a small city in a relatively rural part of the country, making it difficult for us to recruit
employees from larger metropolitan areas of the country. Failure to attract and retain the necessary personnel would inhibit our growth and harm our business.

We have been subject to medical liability claims and may become subject to additional claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by
insurance.

Our business entails the risk of medical liability claims against our affiliated radiologists and us. We or our
affiliated radiologists are subject to ongoing medical liability claims in the ordinary course of business. Although we maintain medical liability insurance for ourselves and our affiliated radiologists with coverage that we believe is appropriate
in light of the risks attendant to our business, successful medical liability claims could result in substantial damage awards which exceed the limits of our insurance coverage. In addition, medical liability insurance is expensive and insurance
premiums may increase significantly in the future, particularly as we expand our services to include final and sub-specialty reads and cardiac imaging services. As a result, adequate medical liability insurance may not be available to our affiliated
radiologists or us in the future at acceptable costs or at all.

Any claims made against us that are not fully covered by insurance could
be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our affiliated radiologists from our operations, which could adversely affect our operations and financial performance. In
addition, any claims might adversely affect our business or reputation.



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We indemnify our radiology group and hospital customers against damages or liabilities that they may
incur as a result of the actions of our affiliated radiologists or us. We also indemnify some of our affiliated radiologists against medical liability claims. Our indemnification obligations are typically payable only to the extent that damages
incurred are not covered by insurance.

We have also assumed and succeeded to substantially all of the obligations of the businesses that
we have acquired. Medical liability claims may be asserted against us for events that occurred prior to these acquisitions. In connection with our acquisitions, the sellers of the businesses that we have acquired have agreed to indemnify us for
certain claims. However, we may not be able to collect payment under these indemnity agreements, which could affect us adversely.

If
our customers terminate their agreements with us or if our customers businesses materially decline, our financial condition and operating results could be adversely affected.

Our revenue is derived primarily from fee-for-service billings to our radiology group customers. Our agreements with our customers generally provide for
one-year terms and automatically renew for successive one-year terms unless terminated by our customers or us upon 30 days prior notice. However, our customers may elect not to renew their contracts with us, they may seek to renegotiate the terms of
their contracts or they may choose to reduce or eliminate our services in the future. If our arrangements with our customers are canceled, or are not renewed or replaced with other arrangements having at least as favorable terms, our business,
financial condition and results of operations could be adversely affected. In addition, if our radiology group customers agreements with the hospitals that they serve are terminated, or if our radiology group customers businesses begin
to decline for other reasons, our business, financial condition and results of operations could be adversely affected. For example, substantially all of our business process services revenue is generated from St. Paul Radiology, P.A. If the business
of St. Paul Radiology, P.A. were to decline significantly, the revenue that we generate from the business process services that we provide would be adversely affected which, in turn, could adversely affect our business, financial condition and
results of operation.

If our security measures are breached and unauthorized access is obtained to patient or customer data, we may
face liabilities and our system may be perceived as not being secure, causing customers to curtail or stop using our services, which could lead to a decline in revenues.

We are required to implement administrative, physical and technological safeguards to ensure the security of the patient data that we create, process or
store. These safeguards may fail to ensure the security of patient or customer data, thereby subjecting us to liability, including civil monetary penalties and possible criminal penalties. If our security measures are breached, whether as a result
of third party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to patient or customer data, our reputation will be damaged, our business may suffer and we could incur significant liability.
Because techniques used to obtain unauthorized access to systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures.

Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business,
financial condition or operations.

The use and disclosure of certain healthcare information by healthcare providers and their
business associates have come under increasing public scrutiny. Federal standards under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, establish rules concerning how individually-identifiable health information may be
used, disclosed and protected. Historically, state law has governed confidentiality issues and HIPAA preserves these laws to the extent they are more protective of a patients privacy or provide the patient with more access to his or her health
information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations that may or may not be more stringent or burdensome than the federal HIPAA provisions. We must
operate our business in a manner that complies with all applicable laws, both federal and state and that does not jeopardize the ability of our customers to comply with all applicable laws to which they are subject. We believe that our operations
are consistent with these legal standards. Nevertheless, these laws and regulations present risks for healthcare providers and their business associates that provide services to patients in multiple states. Because few of these laws and regulations
have been interpreted by government regulators or courts, our interpretations and activities may be challenged. If a challenge to our activities is successful, it could have an adverse effect on our operations, may require us to forgo relationships
with customers in certain states, and may restrict the territory available to us to expand our business. In addition, even if our interpretations of HIPAA and other federal and state laws and regulations are correct, we could be held liable for
unauthorized uses or disclosures of patient information as a result of inadequate systems and controls to protect this information or due to the theft of information by unauthorized computer programmers who penetrate our network security.



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Future changes in healthcare regulation are difficult to predict and may constrain or require us to
restructure our operations, which could negatively impact our business and operating results.

The healthcare industry is heavily
regulated and subject to frequent changes in governing laws and regulations as well as to evolving administrative interpretations. Our business could be adversely affected by regulatory changes at the federal or state level that impose new
requirements for licensing, new restrictions on reimbursement for medical services by government programs, new pretreatment certification requirements for patients seeking radiology procedures, or new limitations on services that can be performed by
us. In addition, federal, state and local legislative bodies have adopted and continue to consider medical cost containment legislation and regulations that have restricted or may restrict reimbursement to entities providing services in the
healthcare industry and referrals by physicians to entities in which the physicians have a direct or indirect financial interest or other relationship. For example, Medicare recently adopted a regulation that limits the technical component of the
reimbursement for multiple diagnostic tests performed during a single session at medical facilities other than hospitals. Any of these or future reimbursement regulations or policies could limit the number of diagnostic tests our customers order and
could have a material adverse effect on our business.

Although we monitor legal and regulatory developments and modify our operations from
time to time as the regulatory environment changes, we may not be able to adapt our operations to address every new regulation, and such regulations may adversely affect our business. In addition, although we believe that we are operating in
compliance with applicable federal and state laws, our business operations have not been scrutinized or assessed by judicial or regulatory agencies. We cannot assure you that a review of our business by courts or regulatory authorities would not
result in a determination that adversely affects our operations or that the healthcare regulatory environment will not change in a way that will restrict our operations.

Our growth and our continued operations as a publicly-traded company could strain our personnel, management and infrastructure resources, which may harm our business.

We are currently experiencing a period of rapid growth in our headcount and operations, which has placed, and will continue to place, a significant strain
on our management, administrative, operational and financial infrastructure. We also anticipate that further growth will be required to address increases in the scope of our operations and size of our customer base. Our success will depend in part
upon the ability of our current senior management team to manage this growth, as well as to manage our operations as a publicly-traded company effectively.

To effectively manage our anticipated growth, we will need to continue to improve our operational, financial and management processes and controls and our reporting systems and procedures. In addition, the additional
headcount we are adding and capital investments we are making will increase our costs, which will make it more difficult for us to offset any future revenue shortfalls by offsetting expense reductions in the short term. If we fail to successfully
manage our growth and our operations as a publicly-traded company, our business and operating results will be harmed.

Our operating
results are subject to seasonal fluctuation, which makes our results difficult to predict and could cause our performance to fall short of quarterly expectations.

Historically, we have experienced increased demand for and revenues from our services during the second and third fiscal quarters of each year. We believe that these increases are a result of increased outdoor and
transportation activities during summer months. During the first and fourth quarters of each fiscal year, when weather conditions are colder for a large portion of the United States, we have historically experienced relatively lower revenues than
those experienced during the second and third quarters. We may or may not continue to experience this or other seasonality in the future. These seasonal factors may lead to unpredictable variations in our quarterly operating results and cause the
trading price of our common stock to decline. Additionally, our ability to schedule adequate radiologist coverage during the seasonal period of increased demand for our services may affect our ability to provide appropriate turnaround times in our
services to clients.

Interruptions or delays in our information systems or in network or related services provided by third-party
suppliers could impair the delivery of our services and harm our business.

Our operations depend on the uninterrupted performance
of our information systems, which are substantially dependent on systems provided by third parties over which we have little control. Failure to maintain reliable information systems, or disruptions in our information systems could cause disruptions
and delays in our business operations which could have a material adverse effect on our business, financial condition and results of operations.

We rely on broadband connections provided by third party suppliers to route digital images from hospitals in the United States to our facilities in Australia, Switzerland and the United States. Any interruption in the availability of the
network



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connections between the hospitals and our reading facilities would reduce our revenue and profits. Frequent or persistent interruptions in our services could
cause permanent harm to our reputation and brand and could cause current or potential customers to believe that our systems are unreliable, leading them to switch to our competitors. Because our customers may use our services for critical healthcare
services, any system failures could result in damage to our customers businesses and reputation. These customers could seek significant compensation from us for their losses, and our agreements with our customers do not limit the amount of
compensation that they may receive. Any claim for compensation, even if unsuccessful, would likely be time consuming and costly for us to resolve.

Although our systems have been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power
loss, telecommunication failures, terrorist attacks, computer viruses, break-ins, sabotage, and acts of vandalism. In addition, the connections from hospitals to our reading facility in Australia rely on two cables that link the west coast of the
United States with Australia. Despite any precautions that we may take, the occurrence of a natural disaster or other unanticipated problems at our reading facilities or in the networks that connect our reading facilities with our hospitals could
result in lengthy interruptions in our services. We do not carry business interruption insurance to protect us against losses that may result from interruptions in our service as a result of system failures.

Hospital privileging requirements or physician licensure laws may limit our market, and the loss of hospital privileges or state medical licenses
held by our affiliated radiologists could have a material adverse affect on our business, financial condition and results of operations.

Each of our affiliated radiologists must be granted privileges to practice at each hospital from which the radiologist receives radiological images and must hold a license in good standing to practice medicine in the state in which the
hospital is located. The requirements for obtaining and maintaining hospital privileges and state medical licenses vary significantly among hospitals and states. If a hospital or state restricts or impedes the ability of physicians located outside
of the United States to obtain privileges or a license to practice medicine at that hospital or in that state, the market for our services could be reduced. In addition, any loss of existing privileges or medical licenses held by our affiliated
radiologists could impair our ability to serve our existing customers and have a material adverse affect on our business, financial condition and results of operations.

Medicare and Medicaid rules governing reassignment of payments could affect our customers ability to collect fees for services provided by our affiliated radiologists and our ability to market our services
to our customers.

The majority of our customers are radiology practices. These customers, and not us, typically bill and receive
payments from Medicare and/or Medicaid for the professional services provided by our affiliated radiologists. Medicare and Medicaid generally prohibit a physician who performs a covered medical service from reassigning to anyone else
(including to other physicians) the performing physicians right to receive payment directly from Medicare or Medicaid, except in certain circumstances. We believe that the services provided by our affiliated radiologists satisfy one or more of
the exceptions to this prohibition, but the various Medicare carriers and state Medicaid authorities may interpret these exceptions differently than we do. Because Medicare and Medicaid payments may comprise a significant portion of the total
payments received by our customers for the services of our affiliated radiologists, if it were determined that we do not qualify for an exception, our customers could be prohibited from billing Medicare and/or Medicaid for the services of our
affiliated radiologists and this would cause a material adverse effect on our ability to market our services and on our business and results of operations. Future laws or regulations, moreover, may require that we bill Medicare or Medicaid directly
for new services we provide to our customers. Should this occur, we would either be required to forgo business with such customers or be required to design, develop and implement an appropriate recordkeeping and billing system to bill Medicare and
Medicaid.

Medicare reimbursement rules currently provide that the proper Medicare carrier to pay physician claims is the Medicare carrier
for the region in which the physician or practice providing the service is located, rather than the Medicare carrier for the region in which the patient receiving the services is located. Many of our affiliated radiologists are located in a Medicare
region that is different from the Medicare region in which the patient and treating hospital are located. Since it is incumbent on our customers to file with the proper Medicare carrier in order to receive payment, it may be necessary for our
customers to enroll with additional Medicare carriers in order to properly submit claims for reimbursement. To the extent that our customers are unwilling or unable to do so, they may be unwilling to use our services unless we were to submit the
claims. Should this occur, we would either be required to forgo business with such customers or be required to design, develop and implement an appropriate recordkeeping and billing system to bill Medicare and Medicaid. The Center for Medicare and
Medicaid Services, or CMS, recently proposed amending the reimbursement rules to provide for reimbursement by the Medicare carrier for the region in which the patient and hospital are located regardless of the location of the physician. If adopted,
the amended reimbursement rules would eliminate the need for our customers to enroll with additional Medicare carriers.



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Changes in the rules and regulations governing Medicares and Medicaids payment for
medical services could affect our revenues, particularly with respect to final reads.

Although most reads we provide are
preliminary reads rather than final reads, we are providing an increasing number of final and sub-specialty reads and cardiac imaging services. Cost containment pressures on Medicare and Medicaid could result in a reduction in the amount that the
government will pay for these reads, which could cause pricing pressure on our services. Should that occur, we could be required to lower our prices, or our customers could elect to provide the reads themselves or obtain such services from one of
our competitors, and not utilize the services of our affiliated radiologists, which would have a material adverse effect on our business, results of operations and financial condition.

We may be subject to less favorable levels of payment based upon third party payor fee schedules.

Many patients are covered by some form of private or government health insurance or other third party payment program. Third party payors generally
establish fee schedules or other payment authorization methods for various procedures that govern which procedures will be reimbursed by the third party payors and the amount of reimbursement. To the extent that such schedules impact the rates at
which third party payors are willing to pay the healthcare providers with whom we contract to provide imaging services, we are indirectly impacted by such fee schedules. However, if we were to negotiate direct payment arrangements with third party
payors in the future, we would be directly impacted by such schedules. In addition, there is no guarantee that Medicare, state Medicaid programs, or commercial third party payors will continue to cover professional radiology services. Any reduction
or elimination in coverage for our services could adversely impact our business.

Our business could be materially affected if a U.S.
Department of Health & Human Services Office of Inspector General study results in a recommendation that Medicare only pay for reads performed contemporaneously in an emergency room setting.

In its Fiscal Year 2008 Work Plan, the U.S. Department of Health & Human Services Office of Inspector General, or HHS-OIG, indicated that it
would conduct a study and issue a report assessing the appropriateness of Medicare billings for diagnostic tests performed in hospital emergency rooms. Part of the assessment will include a determination as to whether the tests were read
contemporaneously with the patients treatment. It is possible that, in the final report, the HHS-OIG could recommend to CMS that it change its reimbursement rules to clearly indicate that CMS will only pay for reads performed contemporaneously
with a patients treatment by a physician located within the United States. If CMS were to adopt this recommendation, final reads would no longer be eligible for reimbursement if performed by a physician other than the one who performed the
preliminary read. In turn, if our customers were no longer able to be reimbursed for certain final reads, our customers may seek alternative arrangements for the performance of their preliminary reads, which could adversely impact our business.

Changes in the healthcare industry or litigation reform could reduce the number of diagnostic radiology procedures ordered by
physicians, which could result in a decline in the demand for our services, pricing pressure and decreased revenue.

Changes in the
healthcare industry directed at controlling healthcare costs and perceived over-utilization of diagnostic radiology procedures could reduce the volume of radiological procedures performed. For example, in an effort to contain increasing imaging
costs, some managed care organizations and private insurers are instituting pre-authorization policies which require physicians to pre-clear orders for diagnostic radiology procedures before those procedures can be performed. If pre-clearance
protocols are broadly instituted throughout the healthcare industry, the volume of radiological procedures could decrease, resulting in pricing pressure and declining demand for our services. In addition, it is often alleged that many physicians
order diagnostic procedures even when the procedures may have limited clinical utility in large part to establish a record for defense in the event of a medical liability claim. Changes in tort law could reduce the number of radiological procedures
ordered for this purpose and therefore reduce the total number of radiological procedures performed each year, which could harm our operating results.

We may not have adequate intellectual property rights in our brand, which could limit our ability to enforce such rights.

Our success depends in part upon our ability to market our services under the NightHawk brand. However, we believe that the term NightHawk cannot be afforded trademark protection as it is a
generic term used to describe the provision of off-hours radiology services. Other than DayHawk, we have not secured registrations of our other marks. Other businesses may have prior rights in the brand names that we market under or in
similar names, which could limit or prevent our ability to use these marks, or to prevent others from using similar marks. If we are unable to prevent others from using our brand names, or if others prohibit us from using them, our revenue could be
adversely affected. Even if we are able to protect our intellectual property rights in such brands, we could incur significant costs in doing so.



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Any failure to protect our intellectual property rights in our workflow technology could impair its
value and our competitive advantage.

We rely heavily on our proprietary workflow technology to distribute radiological images to
the appropriately licensed and privileged radiologist best able to provide the necessary clinical insight in the least amount of turnaround time. If we fail to protect our intellectual property rights adequately, our competitors may gain access to
our technology, and our business may be harmed. We currently do not hold any patents with respect to our technology. Although we have filed an application for a patent covering our workflow technology, we may be unable to obtain patent protection
for this technology. In addition, any patents we may obtain may be challenged by third parties. Accordingly, despite our efforts, we may be unable to prevent third parties from using or misappropriating our intellectual property.

We may in the future become subject to intellectual property rights claims, which could harm our business and operating results.

The information technology industry is characterized by the existence of a large number of patents, trademarks and copyrights and
by frequent litigation based on allegations of infringement or other violations of intellectual property rights. As an example, we are aware that on July 31, 2007, Merge eMed, Inc., or Merge, filed a complaint against another teleradiology
provider, Virtual Radiologic Corporation, or VRC, alleging that VRC has infringed on certain of Merges patents relating to teleradiology. In connection with that litigation, VRC has filed a Request for Reexamination with the U.S. Patent and
Trademark Office, or US PTO, which asks the US PTO to re-examine the validity of the patents at issue. While we are not currently a party to any litigation, if Merge or another third party asserts that our technology violates that third-partys
proprietary rights, or if a court holds that our technology violates such rights, we may be required to re-engineer our technology, obtain licenses from third parties to continue using our technology without substantial re-engineering or remove the
infringing functionality or feature. In addition, we may incur substantial costs defending any such claim. We may also become subject to damage awards, which could cause us to incur additional losses and harm our financial position.

Monitoring potential infringement of and defending or asserting our intellectual property rights may entail significant expense. We may initiate claims
or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert
the efforts of our technical and management personnel.

We are dependent on our management team, and the loss of any key member of
this team may prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued
services of our executive officers, particularly Dr. Paul Berger, our Chief Executive Officer and Chairman of the Board. The loss of Dr. Berger, Tim Murnane, our Chief Operating Officer, David Sankaran, our Chief Financial Officer, or Jon
D. Berger, our Senior Vice President of Strategy and Business Development could have a material adverse effect on our business, financial condition, results of operations and the trading price of our common stock. The search for replacements for any
of our executives could be time consuming and could distract our management team from the day-to-day operations of our business.

If
we fail to implement and maintain an effective system of internal controls, we may not be able to report our financial results in an accurate or timely manner, prevent fraud or comply with Section 404 of the Sarbanes-Oxley Act of 2002, which
may harm our business and affect the trading price of our stock.

Effective internal controls are necessary for us to provide
reliable financial reports in a timely manner and to prevent fraud. We cannot assure you that we will maintain an effective system of internal controls in the future. If we fail to adequately staff and train our accounting and finance personnel to
meet the demands of operating as a public company, including the requirements of the Sarbanes-Oxley Act of 2002, or fail to maintain adequate internal controls, any resulting material weakness in internal controls could prevent our management from
concluding the internal controls are effective and impair our ability to prevent material misstatements in our financial statements, which could cause our business to suffer. In addition, investors perceptions that our internal controls are
inadequate or that we are unable to produce accurate financial statements in a timely manner or prevent fraud may negatively affect the trading price of our stock or result in stockholder litigation.



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We may be unable to enforce non-compete agreements with our affiliated radiologists.

Our independent contractor agreements with our affiliated radiologists typically provide that the radiologists may not compete with
us for a period of time, typically one year, after the agreements terminate. These covenants not to compete are enforceable to varying degrees from jurisdiction to jurisdiction. In most jurisdictions, a covenant not to compete will be enforced only
to the extent that it is necessary to protect the legitimate business interest of the party seeking enforcement, that it does not unreasonably restrain the party against whom enforcement is sought and that it is not contrary to the public interest.
This determination is made based upon all the facts and circumstances of the specific case at the time enforcement is sought. It is unclear whether our interests will be viewed by courts as the type of protected business interest that would permit
us to enforce a non-competition covenant against the radiologists. A determination that these provisions are not enforceable could have a material adverse effect on us.

Enforcement of state and federal anti-kickback laws may adversely affect our business, financial condition or operations.

Various federal and state laws govern financial arrangements among healthcare providers. The federal anti-kickback law prohibits the knowing and willful offer, payment, solicitation or receipt of any form of
remuneration in return for, or with the purpose to induce, the referral of Medicare, Medicaid, or other federal healthcare program patients, or in return for, or with the purpose to induce, the purchase, lease or order of items or services that are
covered by Medicare, Medicaid, or other federal healthcare programs. Similarly, many state laws prohibit the solicitation, payment or receipt of remuneration in return for, or to induce the referral of patients in private as well as government
programs. Violation of these anti-kickback laws may result in substantial civil or criminal penalties for individuals or entities and/or exclusion from participating in federal or state healthcare programs. If we are excluded from federal or state
healthcare programs, our customers who participate in those programs would not be permitted to continue doing business with us. We believe that we are operating in compliance with applicable law and believe that our arrangements with providers would
not be found to violate the anti-kickback laws. However, these laws could be interpreted in a manner inconsistent with our operations.

Because our customers submit claims to the Medicare program based on the services we provide, it is possible that a lawsuit could be brought against us or our customers under the federal False Claims Act, and the outcome of any such
lawsuit could have a material adverse effect on our business, financial condition and operations.

The Federal False Claims Act
provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false
statement or used a false record to get a claim approved. The government has taken the position that claims presented in violation of the federal anti-kickback law may be considered a violation of the Federal False Claims Act. The Federal False
Claims Act further provides that a lawsuit brought under that act may be initiated in the name of the United States by an individual who was the original source of the allegations, known as the relator. Actions brought under the Federal False Claims
Act are sealed by the court at the time of filing. The only parties privy to the information contained in the complaint are the relator, the federal government and the court. Therefore, it is possible that lawsuits have been filed against us that we
are unaware of or which we have been ordered by the court not to discuss until the court lifts the seal from the case. Penalties include fines ranging from $5,500 to $11,000 for each false claim, plus three times the amount of damages that the
federal government sustained because of the act of that person. We believe that we are operating in compliance with the Medicare rules and regulations, and thus, the Federal False Claims Act. However, if we were found to have violated certain rules
and regulations and, as a result, submitted or caused our customers to submit allegedly false claims, any sanctions imposed under the Federal False Claims Act could result in substantial fines and penalties or exclusion from participation in federal
and state healthcare programs which could have a material adverse effect on our business and financial condition.

Federal regulatory and
law enforcement authorities have recently increased enforcement activities with respect to Medicare and Medicaid fraud and abuse regulations and other reimbursement laws and regulations, including laws and regulations that govern our activities and
the activities of teleradiologists. These increased enforcement activities may have a direct or indirect adverse affect on our business, financial condition and results of operations.

Additionally, some state statutes contain prohibitions similar to and possibly even more restrictive than the Federal False Claims Act. These state laws
may also empower state administrators to adopt regulations restricting financial relationships or payment arrangements involving healthcare providers under which a person benefits financially by referring a patient to another person. We believe that
we are operating in compliance with these laws. However, if we are found to have violated such laws, our business, results of operations and financial condition would be harmed.



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Changes in the governmental interpretation or enforcement of the federal prohibition on physician
self-referral may adversely affect our business, financial conditions or operations.

The federal Stark Law prohibits a
physician from referring Medicare or Medicaid patients for the provision of designated health services by an entity in which the physician has an investment interest or with which the physician has entered into a compensation arrangement.
Designated health services include both the professional and technical components of diagnostic tests using X-rays, ultrasound or other imaging services, CT, MRI, radiation therapy and diagnostic mammography services. Violation of the
Stark Law may result in substantial civil penalties and/or exclusion from participation in federal health care programs for both the referring physicians and any entities that submit technical and/or professional component claims for any diagnostic
tests ordered by those referring physicians. We believe that we have structured our arrangements between our affiliated radiologists and our customers in a manner that complies with applicable law. However, this law could be interpreted in a manner
inconsistent with our arrangements.

The trading price of our common stock has been volatile and will likely remain volatile.

The trading prices of many newly publicly-traded companies are highly volatile, particularly companies such as ours that have
limited operating histories. Since our initial public offering in February 2006, the trading price of our common stock has been subject to wide fluctuations. Factors that will continue to affect the trading price of our common stock include:



| |  |  | variations in our operating results,
| | - |  | ------------------------------------



| |  |  | announcements of new services, strategic alliances or significant agreements by us or by our competitors,
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | recruitment or departure of key personnel,
| | - |  | ------------------------------------------



| |  |  | changes in the estimates of our operating results or changes in recommendations by any securities analysts that follow our common stock, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market conditions in our industry, the industries of our customers and the economy as a whole.
| | - |  | ----------------------------------------------------------------------------------------------

In addition, if the market for healthcare stocks or healthcare services or the stock market in general experiences loss of investor confidence, the
trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our
industry even if these events do not directly affect us.

If securities analysts do not publish research or reports about our
business, or if they downgrade our stock, the price of our stock could decline.

The trading market for our common stock will rely
in part on the availability of research and reports that third-party industry or financial analysts publish about us. There are many large, publicly-traded companies active in the healthcare services industry, which may mean it will be less likely
that we receive widespread analyst coverage. Furthermore, if one or more of the analysts who do cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company, we could lose
visibility in the market, which in turn could cause our stock price to decline.

The concentration of our capital stock ownership
with insiders will likely limit your ability to influence corporate matters.

Our executive officers, directors, current five
percent or greater stockholders and affiliated entities collectively own a relatively large percentage of the outstanding shares of our common stock. As a result, these stockholders, acting together, will have control over most matters that require
approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect
of delaying or preventing a change of control of our company that other stockholders may view as beneficial.



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We are exposed to foreign currency exchange risks, which could harm our business and operating
results.

We maintain significant operations in Australia and Switzerland, and are exposed to adverse changes in exchange rates
associated with the expenses of our operations in these countries. However, we do not currently engage in any hedging transactions to mitigate these risks. Although from time to time we review our foreign currency exposure and evaluate whether we
should enter into hedging transactions, we may not adequately hedge against any future volatility in currency exchange rates and, if we engage in hedging transactions, the transactions will be based on forecasts which later may prove to be
inaccurate. Any failure to hedge successfully or anticipate currency risks properly could adversely affect our operating results.

In
addition, a third of our affiliated radiologists live in Australia and Switzerland, but receive compensation from us in U.S. dollars. Any relative weakness in the U.S. dollar compared to the Australian dollar or Swiss franc may increase the cost of
living for our affiliated radiologists and make it less attractive for our affiliated radiologists to sign or renew their service contracts with us.

Provisions in our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading
price of our common stock.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of
our common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:



| |  |  | establish a classified board of directors so that not all members of our board are elected at one time,
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | provide that directors may only be removed for cause,
| | - |  | -------------------------------------------------------



| |  |  | authorize the issuance of blank check preferred stock that our board could issue to increase the number of outstanding shares and to discourage a
takeover attempt,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | eliminate the ability of our stockholders to call special meetings of stockholders,
| | - |  | -----------------------------------------------------------------------------------



| |  |  | prohibit stockholder action by written consent, which has the effect of requiring all stockholder actions to be taken at a meeting of stockholders,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide that the board of directors is expressly authorized to make, alter or repeal our bylaws, and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder
meetings.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of
our company.



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|ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

On March 4, 2008, 181,971 shares of our common stock were issued to persons who held stock in American Teleradiology Nighthawks, Inc. (ATN) as of the date of our acquisition of ATN in accordance with the earnout provisions
of the purchase agreement. The issuance was made in reliance upon the exemption afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended. See additional discussion in Note 2 to Condensed Consolidated Financial
Statements.

We are required to disclose any purchases of our own common stock for the most recent quarter. On May 7, 2008, the
Company announced that the Board of Directors had authorized a tender offer to purchase shares of its common stock not to exceed an aggregate purchase price of $50.0 million. The tender offer commenced on May 14, 2008 and settled on
June 19, 2008.



|             |  |                                        |  |                                 |      |                                                                         |           |                                                                                        |   |  
|------------ |  | -------------------------------------- |  | ------------------------------- | ---- | ----------------------------------------------------------------------- | --------- | -------------------------------------------------------------------------------------- | - | -
|Period       |  | (a) Total Numberof SharesPurchased (1) |  | (b) Average Price Paidper Share |      | (c) Total Number of SharesPurchased as Part ofPublicly AnnouncedProgram |           | (d)
MaximumApproximate DollarValue of Shares thatMay Yet Be PurchasedUnder the Program
|May 14, 2008 |  | 2,240,883                              |  | $                               | 8.05 |                                                                         | 2,240,883 |                                                                                        | $ | 
|             |  |                                        |  |                                 |      |                                                                         |           |                                                                                        |   |  



|(1) | All shares were purchased as part of the publicly announced, board approved, share repurchase program.
|--- | ------------------------------------------------------------------------------------------------------



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



| | (a) | The annual meeting of the Companys stockholders was held on April 22, 2008.
| | --- | ----------------------------------------------------------------------------



| | (b) | At the annual meeting, stockholders of record on March 5, 2008 were entitled to vote 30,622,285 shares of common stock. A total of 25,056,861 shares were represented at the
meeting. The results of voting at the annual meeting are summarized below:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(1) Nominees for election to Director, to hold
office for a term as defined in the proxy statement and until a successor is duly elected and qualified:



| |  |                |  |            |  |           |  | 
| |  | -------------- |  | ---------- |  | --------- |  | 
| |  |                |  | For        |  | Withheld  |  | 
| |  | Jon D. Berger  |  | 24,051,180 |  | 1,005,681 |  | 
| |  | Peter Y. Chung |  | 23,328,021 |  | 1,728,840 |  | 

(2) Ratification of the appointment of Deloitte & Touche LLP as the Companys
independent auditor for the year ending December 31, 2008:



| |  |            |  |         |  |         |  | 
| |  | ---------- |  | ------- |  | ------- |  | 
| |  | For        |  | Against |  | Abstain |  | 
| |  | 24,981,414 |  | 53,441  |  | 22,006  |  | 



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|ITEM 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                               
|               | 
|10.44(1)       |  | Employment Agreement dated May 16, 2008 between the Company and Mr. David Sankaran.                                                                                       
|               | 
|31.1           |  | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|31.2           |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               | 
|32.1           |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                    
|               | 
|32.2           |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                    



|(1) | Incorporated by reference to Form 8-K (No. 000-51786) filed by the registrant on May 19, 2008.
|--- | ----------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |  |  |                                    |  |                          |  |                                                                                                  
|------------------- |  |  |  | ---------------------------------- |  | ------------------------ |  | -------------------------------------------------------------------------------------------------
|                    |  |  |  | NIGHTHAWK RADIOLOGY HOLDINGS, INC.
|                    |  |  | 
|Date: July 31, 2008 |  |  |  | By:                                |  | /s/    DAVID M. SANKARAN
|                    |  |  |  |                                    |  |                          |  | David M. Sankaran Senior Vice President and Chief Financial Officer (Principal Financial Officer)



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