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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 MARCH 31, 2009
|- | -------------------------------------------------------------------------------------------------------------------------------------

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 Avenue, #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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    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 April 17, 2009, 26,482,985 shares of the Registrants common stock were outstanding.









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TABLE OF CONTENTS



|           |  |                                                                                       |  |   
|---------- |  | ------------------------------------------------------------------------------------- |  | --
|Part I     |  |                                                                                       |  |   
|Item 1.    |  | Financial Statements                                                                  |  |   
|           |  | Condensed Consolidated Statements of Operations                                       |  | 3 
|           |  | Condensed Consolidated Balance Sheets                                                 |  | 4 
|           |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5 
|           |  | Condensed Consolidated Statements of Comprehensive Loss                               |  | 6 
|           |  | Notes to Condensed Consolidated Financial Statements                                  |  | 7 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 15
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 22
|Item 4.    |  | Controls and Procedures                                                               |  | 22
|           |  |                                                                                      
|Part II    |  |                                                                                       |  |   
|Item 1.    |  | Legal Proceedings                                                                     |  | 23
|Item 1A.   |  | Risk Factors                                                                          |  | 23
|Item 6.    |  | Exhibits                                                                              |  | 35
|           | 
|Signatures |  | 36                                                                                   



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PART 1  FINANCIAL INFORMATION



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

NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (unaudited)

(In thousands, except share data)



|                                                |  |                             |            |   |      |   |            |  
|----------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                |  | Three Months EndedMarch 31, |           
|                                                |  | 2009                        |            |   | 2008 |  
|Service revenue                                 |  | $                           | 38,798     |   |      | $ | 41,688     |  
|Operating costs and expenses:                   |  |                             |            |   |      |   |            |  
|Professional services                           |  |                             | 16,656     |   |      |   | 17,867     |  
|Sales, general, and administrative              |  |                             | 14,734     |   |      |   | 18,170     |  
|Depreciation and amortization                   |  |                             | 2,798      |   |      |   | 2,798      |  
|Goodwill impairment                             |  |                             | 68,718     |   |      |   |           |  
|                                                |  |                             |            |   |      |   |            |  
|Total operating costs and expenses              |  |                             | 102,906    |   |      |   | 38,835     |  
|                                                |  |                             |            |   |      |   |            |  
|Operating income (loss)                         |  |                             | (64,108    | ) |      |   | 2,853      |  
|Other income (expense):                         |  |                             |            |   |      |   |            |  
|Interest expense                                |  |                             | (2,302     | ) |      |   | (2,187     | )
|Interest income                                 |  |                             | 55         |   |      |   | 527        |  
|Other, net                                      |  |                             | 10         |   |      |   | 28         |  
|                                                |  |                             |            |   |      |   |            |  
|Total other income (expense)                    |  |                             | (2,237     | ) |      |   | (1,632     | )
|                                                |  |                             |            |   |      |   |            |  
|Income (loss) before income taxes               |  |                             | (66,345    | ) |      |   | 1,221      |  
|Income tax expense (benefit)                    |  |                             | (13,732    | ) |      |   | 490        |  
|                                                |  |                             |            |   |      |   |            |  
|Net income (loss)                               |  | $                           | (52,613    | ) |      | $ | 731        |  
|                                                |  |                             |            |   |      |   |            |  
|Earnings (loss) per common share:               |  |                             |            |   |      |   |            |  
|Basic                                           |  | $                           | (1.97      | ) |      | $ | 0.02       |  
|Diluted                                         |  | $                           | (1.97      | ) |      | $ | 0.02       |  
|Weighted averages of common shares outstanding: |  |                             |            |   |      |   |            |  
|Basic                                           |  |                             | 26,649,147 |   |      |   | 30,444,195 |  
|Diluted                                         |  |                             | 26,649,147 |   |      |   | 31,424,363 |  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except share data)



|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                           |  | March 31,2009 |          |   | December 31,2008 |  
|ASSETS                                                                                                                                                                     |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                  |  | $             | 40,597   |   |                  | $ | 47,160   |  
|Marketable securities                                                                                                                                                      |  |               | 4,991    |   |                  |   |         |  
|Trade accounts receivable, net                                                                                                                                             |  |               | 22,684   |   |                  |   | 24,393   |  
|Deferred income taxes                                                                                                                                                      |  |               |         |   |                  |   | 855      |  
|Prepaid expenses and other current assets                                                                                                                                  |  |               | 6,904    |   |                  |   | 6,231    |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                       |  |               | 75,176   |   |                  |   | 78,639   |  
|Property and equipment, net                                                                                                                                                |  |               | 10,915   |   |                  |   | 10,528   |  
|Goodwill                                                                                                                                                                   |  |               |         |   |                  |   | 68,718   |  
|Intangible assets, net                                                                                                                                                     |  |               | 77,747   |   |                  |   | 79,616   |  
|Deferred income taxes                                                                                                                                                      |  |               | 18,749   |   |                  |   | 4,082    |  
|Other assets, net                                                                                                                                                          |  |               | 3,807    |   |                  |   | 3,566    |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total                                                                                                                                                                      |  | $             | 186,394  |   |                  | $ | 245,149  |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|LIABILITIES                                                                                                                                                                |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                       |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                           |  | $             | 5,842    |   |                  | $ | 6,327    |  
|Accrued expenses and other liabilities                                                                                                                                     |  |               | 3,041    |   |                  |   | 3,617    |  
|Accrued payroll and related benefits                                                                                                                                       |  |               | 3,061    |   |                  |   | 3,783    |  
|Long-term debt, due within one year                                                                                                                                        |  |               | 955      |   |                  |   | 955      |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                  |  |               | 12,899   |   |                  |   | 14,682   |  
|Insurance reserve                                                                                                                                                          |  |               | 4,097    |   |                  |   | 3,705    |  
|Long-term debt                                                                                                                                                             |  |               | 92,906   |   |                  |   | 93,145   |  
|Other liabilities                                                                                                                                                          |  |               | 3,088    |   |                  |   | 3,850    |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                          |  |               | 112,990  |   |                  |   | 115,382  |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Commitments and contingencies                                                                                                                                              |  |               |          |   |                  |   |          |  
|STOCKHOLDERS EQUITY                                                                                                                                                       |  |               |          |   |                  |   |          |  
|Common stock150,000,000 shares authorized; $.001 par value; 26,481,401 and 27,590,774 shares issued and outstanding at March 31,
2009 and December 31, 2008, respectively |  |               | 26       |   |                  |   | 28       |  
|Additional paid-in capital                                                                                                                                                 |  |               | 232,849  |   |                  |   | 237,429  |  
|Retained earnings (deficit)                                                                                                                                                |  |               | (156,129 | ) |                  |   | (103,516 | )
|Accumulated other comprehensive loss                                                                                                                                       |  |               | (3,342   | ) |                  |   | (4,174   | )
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                 |  |               | 73,404   |   |                  |   | 129,767  |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total                                                                                                                                                                      |  | $             | 186,394  |   |                  | $ | 245,149  |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  

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)



|                                                                                         |  |                              |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                         |  | Three Months Ended March 31, |        
|                                                                                         |  | 2009                         |         |   | 2008 |  
|Cash flows from operating activities:                                                    |  |                              |         |   |      |   |         |  
|Net income (loss)                                                                        |  | $                            | (52,613 | ) |      | $ | 731     |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                                            |  |                              | 2,798   |   |      |   | 2,798   |  
|Goodwill impairment                                                                      |  |                              | 68,718  |   |      |   |        |  
|Amortization of debt issuance costs and interest rate swaps                              |  |                              | 1,046   |   |      |   | 162     |  
|Loss (gain) on disposal of fixed assets and other, net                                   |  |                              | 104     |   |      |   | (1      | )
|Deferred income taxes                                                                    |  |                              | (14,287 | ) |      |   | (170    | )
|Non-cash stock compensation expense                                                      |  |                              | 1,045   |   |      |   | 2,946   |  
|Excess tax benefit from exercise of stock options                                        |  |                              | (5      | ) |      |   | (79     | )
|Provision for doubtful accounts                                                          |  |                              | 317     |   |      |   | 190     |  
|Changes in operating assets and liabilities (excluding effects of acquisitions):         |  |                              |         |   |      |   |         |  
|Trade accounts receivable, net                                                           |  |                              | 1,347   |   |      |   | 224     |  
|Prepaid expenses and other assets                                                        |  |                              | (1,097  | ) |      |   | (2,478  | )
|Accounts payable                                                                         |  |                              | (649    | ) |      |   | 321     |  
|Accrued expenses and other liabilities                                                   |  |                              | 203     |   |      |   | 579     |  
|Accrued payroll and related benefits                                                     |  |                              | (733    | ) |      |   | 580     |  
|                                                                                         |  |                              |         |   |      |   |         |  
|Net cash provided by operating activities                                                |  |                              | 6,194   |   |      |   | 5,803   |  
|                                                                                         |  |                              |         |   |      |   |         |  
|Cash flows from investing activities:                                                    |  |                              |         |   |      |   |         |  
|Purchase of marketable securities                                                        |  |                              | (4,991  | ) |      |   | (10,305 | )
|Proceeds from maturities of marketable securities                                        |  |                              |        |   |      |   | 7,765   |  
|Purchase of property and equipment                                                       |  |                              | (1,110  | ) |      |   | (1,634  | )
|                                                                                         |  |                              |         |   |      |   |         |  
|Net cash used in investing activities                                                    |  |                              | (6,101  | ) |      |   | (4,174  | )
|                                                                                         |  |                              |         |   |      |   |         |  
|Cash flows from financing activities:                                                    |  |                              |         |   |      |   |         |  
|Repayment of debt                                                                        |  |                              | (239    | ) |      |   | (250    | )
|Proceeds from exercise of stock options                                                  |  |                              | 30      |   |      |   | 206     |  
|Excess tax benefit from exercise of stock options                                        |  |                              | 5       |   |      |   | 79      |  
|Purchase and retirement of common stock shares                                           |  |                              | (6,452  | ) |      |   |        |  
|                                                                                         |  |                              |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                                      |  |                              | (6,656  | ) |      |   | 35      |  
|                                                                                         |  |                              |         |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                                     |  |                              | (6,563  | ) |      |   | 1,664   |  
|Cash and cash equivalentsbeginning of period                                            |  |                              | 47,160  |   |      |   | 31,956  |  
|                                                                                         |  |                              |         |   |      |   |         |  
|Cash and cash equivalentsend of period                                                  |  | $                            | 40,597  |   |      | $ | 33,620  |  
|                                                                                         |  |                              |         |   |      |   |         |  
|                                                                                         |  |                             
|Supplemental disclosures of cash flow information:                                       |  |                              |         |   |      |   |         |  
|Cash paid for interest                                                                   |  | $                            | 1,160   |   |      | $ | 1,991   |  
|Cash paid for income taxes                                                               |  |                              | 139     |   |      |   | 374     |  
|Non-cash investing and financing activities:                                             |  |                              |         |   |      |   |         |  
|Purchases of equipment included in accounts payable                                      |  |                              | 214     |   |      |   | 522     |  
|Earnout liability included in accrued expenses settled in stock                          |  |                              |        |   |      |   | 2,078   |  

See Notes to Condensed Consolidated Financial Statements.



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NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)

(In thousands)



|                                                                                          |  |                             |         |   |      |   |        |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                          |  | Three Months EndedMarch 31, |        
|                                                                                          |  | 2009                        |         |   | 2008 |  
|Net income (loss)                                                                         |  | $                           | (52,613 | ) |      | $ | 731    |  
|Other comprehensive income (loss):                                                        |  |                             |         |   |      |   |        |  
|Change in fair value of interest rate swaps                                               |  |                             | 495     |   |      |   | (2,678 | )
|Reclassification adjustments for net losses on interest rate swaps included in net income |  |                             | 884     |   |      |   |       |  
|Foreign currency translation adjustments                                                  |  |                             | (45     | ) |      |   |       |  
|Less: deferred income taxes                                                               |  |                             | (502    | ) |      |   | 1,052  |  
|                                                                                          |  |                             |         |   |      |   |        |  
|Net other comprehensive income (loss)                                                     |  |                             | 832     |   |      |   | (1,626 | )
|                                                                                          |  |                             |         |   |      |   |        |  
|Comprehensive loss                                                                        |  | $                           | (51,781 | ) |      | $ | (895   | )
|                                                                                          |  |                             |         |   |      |   |        |  

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 2008 Annual Report on Form 10-K filed
with the SEC on February 19, 2009. The results of operations for the three months ended March 31, 2009 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, 2008 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. Company management reviews past due accounts receivable to identify specific customers with known disputes or collectibility issues. As of March 31, 2009 and December 31, 2008, the Company had reserved $1.5 million
and $1.1 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 debt and equity securities at the time of purchase and reevaluates such designation at each balance sheet date.
Marketable debt and equity securities have been classified and accounted for as available for sale. The Company may or may not hold securities with stated maturities greater than twelve 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 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. 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 March 31, 2009 and March 31, 2008 was $0.9 million. Accumulated depreciation totaled $9.6 million and $8.7 million at March 31, 2009 and December 31, 2008, respectively.

Goodwill Impairment As a result of the difficult macroeconomic environment and significant decline in the market price of the
Companys common stock as of March 31, 2009, the Company determined that an impairment indicator was present related to its goodwill. Under the requirements of Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets(SFAS 142), an interim test for impairment must be performed whenever impairment indicators are present. The Company performed this interim impairment testing as of March 31, 2009 and
determined that the fair value of its recorded goodwill, estimated using discounted cash flow analyses and reconciled to our market capitalization, was less than the carrying value. Based on this testing, the Company concluded that its goodwill
balance of $68.7 million was fully impaired. As a result, the Company recorded a non-cash goodwill impairment charge of $68.7 million for the three months ended March 31, 2009.

Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or
that the useful lives of those assets are no longer appropriate. The Company performs impairment tests using discounted cash flows, valuation analyses or comparisons to recent sales or purchase transactions to determine estimated fair value. If
impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis.

Medical
Liability Insurance  The Company is exposed to various risks of loss related to litigation that may arise related to 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 and coverage limits. 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 in accordance with SFAS No. 5, Accounting for Contingencies. 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 which have not yet been asserted. IBNR amounts are estimated using historical claims information and actuarial-based 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. As of March 31, 2009 and December 31,
2008, a total of $3.0 million and $7.5 million, respectively, of cash and cash equivalents exceeded federal government insured amounts. None of our customers represent more than 10% of our annual revenue.

Recent Accounting Standards In April 2008, the Financial Accounting Standards Board (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



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useful life of a recognized intangible asset under SFAS 142. FSP SFAS 142-3 also requires expanded disclosure related to the determination of intangible
asset useful lives. FSP SFAS 142-3 became effective on January 1, 2009. The Company adopted this new accounting pronouncement as of January 1, 2009 and the impact of adoption was not significant.

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 133). SFAS 161 became effective on January 1, 2009. The Company adopted this new
accounting pronouncement as of January 1, 2009 and the impact of adoption was not significant.

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. 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) became effective on January 1, 2009. The Company adopted this new accounting pronouncement as of January 1, 2009 and the impact of adoption was not significant.

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 became effective on January 1, 2009. The Company adopted this new accounting pronouncement as of January 1, 2009 and the impact of adoption was not
significant.

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments(FSP 107-1), which is effective for the Company for the quarterly period beginning April 1, 2009. FSP 107-1 requires an entity to provide the annual disclosures required by SFAS 107, Disclosures about Fair
Value of Financial Instruments, in its interim financial statements. The Company will provide the additional disclosures required by FSP 107-1 in its quarterly report on Form 10-Q for the period ended June 30, 2009.

2. 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. Gross unrealized gains and losses on marketable
securities were not significant at March 31, 2009.

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



|                                              |  |                |       |                   |   |  
|--------------------------------------------- |  | -------------- | ----- | ----------------- | - | -
|                                              |  | March 31, 2009 |       | December 31, 2008
|                                              |  | (In thousands)
|Due in one year or less:                      |  |                |       |                   |   |  
|U.S. Government and Federal Agency Securities |  | $              | 4,991 |                   | $ | 
|                                              |  |                |       |                   |   |  
|Total Marketable Securities                   |  | $              | 4,991 |                   | $ | 
|                                              |  |                |       |                   |   |  



9



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##### Table of Contents

3. INTANGIBLE ASSETS SUBJECT TO AMORTIZATION

A summary of intangible assets is as follows:



|                                 |  |                      |                  |                |                         |                   |           |        |                  |   |                         |  |           |        |  |   |        |  |   |       
|-------------------------------- |  | -------------------- | ---------------- | -------------- | ----------------------- | ----------------- | --------- | ------ | ---------------- | - | ----------------------- |  | --------- | ------ |  | - | ------ |  | - | ------
|                                 |  | EstimatedUseful Life |                  | March 31, 2009 |                         | December 31, 2008
|                                 |  |                      | (In thousands)  
|                                 |  |                      | HistoricalAmount |                | AccumulatedAmortization |                   | NetAmount |        | HistoricalAmount |   | AccumulatedAmortization |  | NetAmount
|Customer lists and relationships |  | 6-10 years           |                  | $              | 30,770                  |                   | $         | 7,171  |                  | $ | 23,599                  |  | $         | 30,770 |  | $ | 6,368  |  | $ | 24,402
|Tradename and trademarks         |  | 5 years              |                  |                | 2,820                   |                   |           | 1,301  |                  |   | 1,519                   |  |           | 2,820  |  |   | 1,143  |  |   | 1,677 
|Customer contracts               |  | 1-20 years           |                  |                | 57,180                  |                   |           | 4,884  |                  |   | 52,296                  |  |           | 57,180 |  |   | 4,169  |  |   | 53,011
|Noncompete agreements            |  | 2-5 years            |                  |                | 1,880                   |                   |           | 1,547  |                  |   | 333                     |  |           | 1,880  |  |   | 1,354  |  |   | 526   
|                                 |  |                      |                  |                |                         |                   |           |        |                  |   |                         |  |           |        |  |   |        |  |   |       
|                                 |  |                      |                  | $              | 92,650                  |                   | $         | 14,903 |                  | $ | 77,747                  |  | $         | 92,650 |  | $ | 13,034 |  | $ | 79,616
|                                 |  |                      |                  |                |                         |                   |           |        |                  |   |                         |  |           |        |  |   |        |  |   |       

Amortization expense was $1.9 million for the three month periods ended March 31, 2009 and
March 31, 2008.



|                                     |  |                      |       
|------------------------------------ |  | -------------------- | ------
|Estimated Amortization Expense:      |  | Amount(In thousands)
|Nine months ending December 31, 2009 |  | $                    | 5,195 
|Year ending December 31, 2010        |  |                      | 6,687 
|Year ending December 31, 2011        |  |                      | 6,452 
|Year ending December 31, 2012        |  |                      | 5,879 
|Year ending December 31, 2013        |  |                      | 5,748 
|Thereafter                           |  |                      | 47,786
|                                     |  |                      |       
|Total                                |  | $                    | 77,747
|                                     |  |                      |       

4. LONG-TERM DEBT

The Company has a fully syndicated term loan (the Term Loan) pursuant to which the Company has $93.9 million in outstanding borrowings as of March 31, 2009. The Term Loan is required to be repaid in
quarterly installments of $0.2 million with the projected remaining balance of $89.1 million payable on the maturity date of July 10, 2014.

Interest under the Term Loan is based, at the option of the Company, on either: (i) a floating per annum rate based on prime rate plus 1.50% or (ii) a floating per annum rate (based upon one, two, three or six-month interest
periods) based on LIBOR plus 2.50% (3.72% at March 31, 2009). The Company entered into five interest rate swap contracts during 2008 which, while in place, will maintain a fixed effective interest rate on the Term Loan of approximately
4.95%. See additional discussion of the interest rate swap contracts in Note 9.

The Term Loan contains customary covenants and
restrictions, is guaranteed by certain of the Companys wholly owned operating subsidiaries, including NightHawk Radiology Services, LLC, the Companys primary operating entity, and is collateralized by substantially all of the
Companys assets. The Term loan is also 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 from the Companys excess cash flow. The term loan may be voluntarily prepaid without premium or penalty.

5. COMMITMENTS AND
CONTINGENCIES

LitigationThe Company is involved in litigation in the normal course of business. After consultation
with legal counsel, Company management estimates that at March 31, 2009 these matters were expected to be resolved without material adverse effect on the Companys financial position, results of operations, or cash flows.



10



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##### Table of Contents

Medical Liability Insurance The Company is exposed to various risks of loss related
to litigation that may arise related to 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 on behalf of 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 and totaled $0.4 million at March 31, 2009 and December 31, 2008. The reserve for IBNR claims is estimated using historical claims information and actuarial-based industry indices. The Company had an insurance reserve
liability related to IBNR claims of $4.1 million at March 31, 2009, and $3.7 million at December 31, 2008.

6. STOCK COMPENSATION PLANS

Stock-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. In addition, on the first day of each fiscal
year beginning in 2007, the number of shares available for issuance under the 2006 Plan may be increased by an amount equal to the lesser of (i) 3% of the outstanding shares of the Companys common stock on the first day of the fiscal
year, and (ii) such other amount as the Companys Board of directors may determine. As of March 31, 2009, the Company had an aggregate of 5,097,310 shares of its common stock reserved for issuance under the 2004 Plan and 2006 Plan. Of
these shares, 516,447 shares were available for future grants and 4,580,863 shares were subject to outstanding stock awards as of March 31, 2009.

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

A summary of the Companys stock-based award activity for employees and non-employees under the 2004 and 2006 plans are as follows:



|                                                 |  |                        |   |  |                               |       |                                                   |      |                                        |   |    
|------------------------------------------------ |  | ---------------------- | - |  | ----------------------------- | ----- | ------------------------------------------------- | ---- | -------------------------------------- | - | ---
|Stock Options                                    |  | Number ofStock Options |   |  | WeightedAverage ExercisePrice |       | Weighted AverageRemainingContractual Life (Years) |      | AggregateIntrinsic Value(In thousands)
|Outstanding as of January 1, 2009                |  | 3,650,770              |   |  | $                             | 12.27 |                                                   |      |                                        |   |    
|Granted                                          |  | 450,000                |   |  |                               | 3.25  |                                                   |      |                                        |   |    
|Exercised                                        |  | (17,188                | ) |  |                               | 1.71  |                                                   |      |                                        |   |    
|Cancelled                                        |  | (30,448                | ) |  |                               | 13.76 |                                                   |      |                                        |   |    
|                                                 |  |                        |   |  |                               |       |                                                   |      |                                        |   |    
|Outstanding as of March 31, 2009                 |  | 4,053,134              |   |  | $                             | 11.26 |                                                   | 8.11 |                                        | $ | 455
|                                                 |  |                        |   |  |                               |       |                                                   |      |                                        |   |    
|Exercisable as of March 31, 2009                 |  | 1,801,243              |   |  | $                             | 12.54 |                                                   | 7.08 |                                        | $ | 455
|Vested and expected to vest as of March 31, 2009 |  | 3,944,034              |   |  | $                             | 11.35 |                                                   | 8.08 |                                        | $ | 455

The weighted-average grant-date fair value per share for options granted during the three months
ended March 31, 2009 was $1.59.



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##### Table of Contents

Restricted Stock Units

Activity related to these restricted stock unit awards is as follows:



|                                                 |  |                 |   |  |                                                   |  |                                        |      
|------------------------------------------------ |  | --------------- | - |  | ------------------------------------------------- |  | -------------------------------------- | -----
|Restricted Stock Unit Awards                     |  | Number ofAwards |   |  | Weighted AverageRemainingContractual Life (Years) |  | AggregateIntrinsic Value(In
thousands)
|Outstanding as of January 1, 2009                |  | 540,355         |   |  |                                                   |  |                                        |      
|Granted                                          |  |                |   |  |                                                   |  |                                        |      
|Vested (1)                                       |  | (11,622         | ) |  |                                                   |  |                                        |      
|Cancelled                                        |  | (1,004          | ) |  |                                                   |  |                                        |      
|                                                 |  |                 |   |  |                                                   |  |                                        |      
|Outstanding as of March 31, 2009                 |  | 527,729         |   |  | 1.57                                              |  | $                                      | 1,425
|                                                 |  |                 |   |  |                                                   |  |                                        |      
|Vested and expected to vest as of March 31, 2009 |  | 489,492         |   |  | 1.56                                              |  | $                                      | 1,322



|(1) | The number of restricted stock unit awards vested includes shares withheld on behalf of employees to satisfy the statutory tax withholding requirements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

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
March 31, 2009 the total remaining unrecognized compensation cost related to unvested stock-based employee/director arrangements, net of an estimated forfeiture rate of 8.9%, was $4.0 million and is expected to be recognized over a weighted
average period of 1.14 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 values 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 Months Ended March 31, |  
|                                       |  | 2009                         |   |  | 2008 |  
|Dividend yield                         |  |                             |   |  |     |  
|Expected volatility                    |  | 57                           | % |  | 47   | %
|Risk-free interest rates               |  | 1.84                         | % |  | 2.62 | %
|Expected term for employees (years)    |  | 4.8                          |   |  | 3.7  |  
|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.



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##### Table of Contents

Stock Option ExchangeSubsequent to March 31, 2009, the Company completed an
option exchange program pursuant to which the Company exchanged certain outstanding stock options from employees and affiliated radiologists in exchange for RSUs or, under certain circumstances, cash. The ratio of the exchange was determined on a
value-for-value bases, with the options being exchanged valued using the Black-Scholes model and the restricted stock units received in the exchange being valued using the closing price of the Companys common stock on the day before the
expiration date of the exchange period. In addition, the restricted stock units issued in the exchange will vest over a two year period. The Company offered the exchange to 121 employees and affiliated radiologists holding 2.0 million stock
options resulting in 1.6 million stock options being exchanged for RSUs covering approximately 75,000 shares and cash of $0.1 million. Also, approximately 1.5 million additional shares of common stock became available for issuance under
the 2006 Plan. The chief executive officer, chief operating officer, chief financial officer, vice president of sales and members of the Companys Board of directors, were not eligible to participate in the exchange.

7. 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 March 31,     
|                                                                           |  | (In thousands, except share data)
|                                                                           |  | 2009                              |            |   | 2008
|Numerator:                                                                 |  |                                   |            |   |      |   |           
|                                                                           |  |                                   |            |   |      |   |           
|Net income (loss) available to common stockholders                         |  | $                                 | (52,613    | ) |      | $ | 731       
|                                                                           |  |                                   |            |   |      |   |           
|Denominator:                                                               |  |                                   |            |   |      |   |           
|Weighted-average common shares outstandingbasic                           |  |                                   | 26,649,147 |   |      |   | 30,444,195
|Effect of dilutive stock options, restricted stock units, and warrants (a) |  |                                   |           |   |      |   | 854,742   
|Effect of contingently issuable shares                                     |  |                                   |           |   |      |   | 125,426   
|                                                                           |  |                                   |            |   |      |   |           
|Weighted average common shares outstandingdilutive                        |  |                                   | 26,649,147 |   |      |   | 31,424,363
|                                                                           |  |                                   |            |   |      |   |           
|Earnings (loss) per common sharebasic                                     |  | $                                 | (1.97      | ) |      | $ | 0.02      
|Earnings (loss) per common sharediluted                                   |  | $                                 | (1.97      | ) |      | $ | 0.02      
|                                                                           |  |                                   |            |   |      |   |           
|Anti-dilutive shares excluded from calculation                             |  |                                   | 4,126,871  |   |      |   | 2,653,840 
|                                                                           |  |                                   |            |   |      |   |           



|(a) | The effects of the shares which would be issued upon exercise of these options and restricted stock units have been excluded from the calculation of diluted earnings (loss) per
common share because they are anti-dilutive.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8. 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 rates for the three months ended March 31, 2009 and March 31, 2008 were 20.7% and 40.1%, respectively. The difference in effective rates is due to a non-deductible portion of the non-cash goodwill impairment charge
recorded for the three months ended March 31, 2009.

9. 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.



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##### Table of Contents

In December 2008, the Company settled the two interest rate swap contracts entered into during 2007
resulting in a cash payment by the Company of $5.3 million. The pre-tax net unrealized loss within accumulated other comprehensive income associated with the cancelled interest rate swap contracts of $5.3 million will be amortized to interest
expense over the original lives of the contracts; $3.1 million of which will be amortized to interest expense over the next 12 months. The cancelled swaps were replaced with five interest rate swaps with a combined notional amount of $93.5 million.
All contracts expire on June 30, 2014 and, while in effect, will maintain an effective interest rate on the Companys outstanding debt of approximately 4.95%. 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 March 31, 2009 and December 31, 2008, the fair value of the interest rate swap contracts resulted in net unrealized losses of $0.9
million and $2.7 million, respectively. The fair value of the interest rate swap contracts are found within Other Liabilities on the Companys balance sheet. For the three months ended March 31, 2009, the amount of hedge ineffectiveness
was $0.1 million and is presented in the Companys statement of operations as interest expense.

10. 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.

The Company uses quoted market prices for identical assets to measure
the fair value of its money market funds and marketable securities and therefore considers all of the Companys money market funds and marketable securities as Level 1.

The Company has determined that its interest rate swaps are Level 2 in the fair value hierarchy discussed above. As discussed in Note 4, the
Companys interest rate swaps are based on a LIBOR rate. Fair value for the interest rate swaps are based on a model-derived valuation using the LIBOR rate, which is observable at commonly quoted intervals for the full term of the swap.

As discussed in Note 1 and in accordance with the provisions of SFAS 142, goodwill with a carrying amount of $68.7 million was written off
based on its implied fair value of $0, resulting in a non-cash impairment charge of $68.7 million. The implied fair value of the goodwill was determined using Level 3 inputs of the fair value hierarchy.

The fair values of the money market funds and marketable securities using Level 1 inputs on a recurring basis as of March 31, 2009 were $31.5
million and $5.0 million, respectively. The fair value of the interest rate swap contracts using Level 2 inputs on a recurring basis as of March 31, 2009 was $(1.0) million.

11. SHARE REPURCHASE

In December 2008, the Company initiated a program to repurchase up to $10.0
million in shares of Company common stock. As of December 31, 2008, the Company had purchased and retired 1.1 million shares at a cost of $4.5 million pursuant to such program. The remaining $5.5 million authorized to be repurchased under
the program was purchased in January 2009 and resulted in the retirement of another 1.1 million shares. All shares were repurchased in the open market pursuant to a 10b5-1 repurchase plan established by the Company.



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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 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;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | acquisition, 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 solutions 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 efficiencies and improve the quality of patient care and the lives of physicians who provide it. Our independent contractor team of
U.S. board-certified, state-licensed and hospital-privileged physicians located in the United States and around the world provides services 24 hours per day, seven days a week, for approximately 770 customers and 27% of all U.S. hospitals.

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, exams, scans or reads) to our customers in the United States. The reads that we provide 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. For more information, visit www.nighthawkrad.net.

Recent Developments

Share Repurchases

In the first quarter of 2009, we completed the remaining $5.5 million of a $10.0 million open-market share repurchase program that we began in December 2008. In the aggregate, we purchased 2.2 million shares of
our common stock, of which 1.1 million shares were purchased in the first quarter of 2009.



15



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##### Table of Contents

Goodwill Impairment

The difficult macroeconomic environment and decline in the market price of our common stock as of March 31, 2009, indicated that our goodwill could be impaired. As a result, we performed an impairment test as of
March 31, 2009 as required by Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS 142) and determined that the entire goodwill balance of $68.7 million was
impaired and we recorded a non-cash goodwill impairment charge of $68.7 million for the three months ended March 31, 2009.

Trends in our Business
and Results of Operations

Service Revenue

We generate revenue from a number of sources, including off-hours preliminary exams, business services offerings and final and subspecialty interpretations. The revenue growth that we have historically
experienced has been due in large part to the growth of our off-hours preliminary business, which continues to make up the bulk of our revenue. The market for off-hours preliminary interpretations has historically experienced rapid volume
growth. This volume 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 our service hours, a high customer retention rate and growth in the use
of diagnostic imaging technologies and procedures in the healthcare industry in general. In recent quarters, however, our volume growth in the off-hours preliminary business has slowed as the market for these services has matured and become more
competitive. As a result of these factors, we have seen the average price for our preliminary reads decline and have also experienced customer losses which, combined, have caused our revenues from our off-hours preliminary business to decline in
recent periods. We expect these challenges to continue in the foreseeable future which will affect our ability to grow revenue organically in our off-hours preliminary business. In response to such trends, our strategy is to sell new services
(including final interpretations and business services) to our existing customers by communicating their value and demonstrating the advantages we offer over our competitors. Our future growth depends primarily upon our ability to successfully
execute that strategy while also effectively responding to competitive pressures in the market for off-hours preliminary exams. These new services accounted for approximately 23% of our total revenue in the first quarter of 2009, up from 21% in the
first quarter of 2008.

Professional Services

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. 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 volume as our business has grown. We expect
that our professional service fees will continue to fluctuate in absolute dollars as volumes vary.

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 an increasing reserve for incurred but not reported (IBNR)
claims based on growing volumes. We expect our medical liability premiums and our IBNR expense to continue to increase in absolute dollars in future periods as our scan volumes continue to grow. In addition, if we have claims in future periods for
which we deem a liability to be probable, our medical liability expense will increase.

We record physician stock-based compensation
expense in connection with any equity-based grants to our affiliated radiologists in accordance with 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 or Services (EITF 96-18) and present this expense in our consolidated statements
of operations as part of our professional services 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.



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Sales, General and Administrative Expense

Our 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.
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 higher headcount in support of the growth in our business. In the coming
quarters, we expect our sales, general and administrative expenses to remain roughly flat as we invest in our information technology platform offset by savings realized from our cost reduction initiatives that began in 2008.

The amount of employee stock-based compensation expense we record in a given period depends primarily on the number of shares subject to outstanding
shared-based awards 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 awards and by forfeitures of non-vested awards. Our employee non-cash stock-based
compensation expense may increase in future periods if we issue additional equity-based instruments.

Trends in Interest Expense

Interest on our term loan borrowings is at variable rates. Since 2007, we have hedged the risk associated with fluctuations in interest
rates by entering into interest rate swap contracts. In December 2008, in response to interest rates falling to historically low levels, we settled our original interest rate swap contracts and entered into new interest rate swap contracts. Our new
effective interest rate and actual cash payments for interest under these hedges will be approximately 5% for the remaining life of the loan. The swap contracts expire in June 2014. Over the next five quarters our reported interest rate will be
higher than our stated effective rate due to the amortization of losses from our original swap contracts.

Critical Accounting Estimates and Recent
Accounting Standards

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 March 31, 2009, 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, 2008. The policies disclosed included the use of estimates, stock-based compensation, purchase accounting and long-lived
assets including goodwill and other acquired intangible assets, income taxes, and derivative accounting.

See Note 1 Summary of
Significant Accounting Policies  Recent Accounting Standards to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information regarding recently adopted and new
accounting pronouncements.



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##### Table of Contents

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 EndedMarch 31, |  
|                                   |  | 2009                        |   |  | 2008 |  
|Service revenue                    |  | 100                         | % |  | 100  | %
|Operating costs and expenses:      |  |                             |   |  |      |  
|Professional services              |  | 43                          |   |  | 43   |  
|Sales, general and administrative  |  | 38                          |   |  | 44   |  
|Depreciation and amortization      |  | 7                           |   |  | 7    |  
|Goodwill impairment                |  | 177                         |   |  |     |  
|                                   |  |                             |   |  |      |  
|Total operating costs and expenses |  | 265                         |   |  | 94   |  
|                                   |  |                             |   |  |      |  
|Operating income                   |  | (165                        | ) |  | 6    |  
|Other income (expense):            |  |                             |   |  |      |  
|Interest expense                   |  | (6                          | ) |  | (5   | )
|Interest income                    |  |                            |   |  | 1    |  
|Other, net                         |  |                            |   |  |     |  
|                                   |  |                             |   |  |      |  
|Total other income (expense)       |  | (6                          | ) |  | (4   | )
|                                   |  |                             |   |  |      |  
|Income (loss) before income taxes  |  | (171                        | ) |  | 2    |  
|Income tax expense (benefit)       |  | (35                         | ) |  | 1    |  
|                                   |  |                             |   |  |      |  
|Net income (loss)                  |  | (136                        | ) |  | 1    |  
|                                   |  |                             |   |  |      |  

Comparison of Three Months Ended March 31, 2009 and March 31, 2008

Service Revenue



|                |  |                             |        |        |   |            |  |   |            |   |  |    |   
|--------------- |  | --------------------------- | ------ | ------ | - | ---------- |  | - | ---------- | - |  | -- | --
|                |  | Three Months EndedMarch 31, |        | Change |  
|                |  | (Dollars in thousands)      |       
|                |  | 2009                        |        | 2008   |   | In Dollars |  |   | Percentage |  
|Service revenue |  | $                           | 38,798 |        | $ | 41,688     |  | $ | (2,890     | ) |  | (7 | )%

The decrease in service revenue for the three months ended March 31, 2009 relative to the
three months ended March 31, 2008 primarily consists of a decrease of $3.4 million in preliminary read revenue offset by an increase of $0.4 million in final read revenue. The preliminary read revenue decline was predominately due to an 8%
price decline. Preliminary read volumes declined 3% due to same site growth of 8% and new customer volumes of 4% which were offset by a 14% decrease in volumes from the impact of customers lost over the past 12 months.

The overall decrease in service revenue was offset in part by an increase in final read revenue which was due to a combination of a 13% increase in the
average price due to a modality shift towards more complex exams despite a 5% volume decline. New customer volume for final reads grew 33% and was offset in part by a 16% decrease in same site volumes and 22% decrease in volumes from the impact of
customers lost over the past 12 months.

Operating Costs and Expenses

Professional Services



|                              |  |                             |        |   |        |   |        |            |  |   |            |   |  |    |   
|----------------------------- |  | --------------------------- | ------ | - | ------ | - | ------ | ---------- |  | - | ---------- | - |  | -- | --
|                              |  | Three Months EndedMarch 31, |        |   | Change |  
|                              |  | (Dollars in thousands)      |       
|                              |  | 2009                        |        |   | 2008   |   |        | In Dollars |  |   | Percentage |  
|Professional services         |  | $                           | 16,656 |   |        | $ | 17,867 |            |  | $ | (1,211     | ) |  | (7 | )%
|Percentage of service revenue |  |                             | 43     | % |        |   | 43     | %          |  |   |            |   |  |    |   



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The decrease in professional services expense for the three months ended March 31, 2009 compared to
the three months ended March 31, 2008 was primarily attributable to decreases in professional service fees of $0.6 million related to lower read volumes and lower physician stock-based compensation expense of $0.5 million.

Sales, General and Administrative Expense



|                                          |  |                             |        |   |        |   |        |            |  |   |            |   |  |     |   
|----------------------------------------- |  | --------------------------- | ------ | - | ------ | - | ------ | ---------- |  | - | ---------- | - |  | --- | --
|                                          |  | Three Months EndedMarch 31, |        |   | Change |  
|                                          |  | (Dollars in thousands)      |       
|                                          |  | 2009                        |        |   | 2008   |   |        | In Dollars |  |   | Percentage |  
|Sales, general and administrative expense |  | $                           | 14,734 |   |        | $ | 18,170 |            |  | $ | (3,436     | ) |  | (19 | )%
|Percentage of service revenue             |  |                             | 38     | % |        |   | 44     | %          |  |   |            |   |  |     |   

The decrease in sales, general and administrative expense resulted primarily from lower payroll
and non-cash stock-based compensation expense of $1.7 million and $1.6 million, respectively. These decreases are mostly due to the accrued severance payments and acceleration of stock option expense related to the resignations of our former Chief
Operating Officer and Chief Financial Officer during the first quarter of 2008. Partially offsetting these decreases were higher technology costs due to continued investments in our infrastructure.

Goodwill Impairment

We recorded a
$68.7 million goodwill impairment charge during the quarter ended March 31, 2009 due to our determination that the fair value of goodwill was less than the carrying value. The goodwill impairment charge does not affect our results of
operations, cash flow or cash position.

Income Tax Expense (Benefit)



|                              |  |                             |         |    |        |   |     |            |  |   |            |   |  |        |   
|----------------------------- |  | --------------------------- | ------- | -- | ------ | - | --- | ---------- |  | - | ---------- | - |  | ------ | --
|                              |  | Three Months EndedMarch 31, |         |    | Change |  
|                              |  | (Dollars in thousands)      |        
|                              |  | 2009                        |         |    | 2008   |   |     | In Dollars |  |   | Percentage |  
|Income tax expense (benefit)  |  | $                           | (13,732 | )  |        | $ | 490 |            |  | $ | (14,222    | ) |  | (2,902 | )%
|Percentage of service revenue |  |                             | (35     | )% |        |   | 1   | %          |  |   |            |   |  |        |   

The change in our income tax expense was due primarily to the goodwill impairment charge recorded
during the three months ended March 31, 2009 resulting in a tax benefit for the quarter.

Liquidity and Capital Resources

Capital Resources

Our capital resources
include cash, cash equivalents and marketable securities. The tables below highlight significant aspects of our capital resources.



|                          |  |                |      |                   |   |     
|------------------------- |  | -------------- | ---- | ----------------- | - | ----
|                          |  | March 31, 2009 |      | December 31, 2008
|                          |  | (In millions) 
|Capital resources         |  |                |      |                   |   |     
|Cash and cash equivalents |  | $              | 40.6 |                   | $ | 47.2
|Marketable securities     |  |                | 5.0  |                   |   |    
|                          |  |                |      |                   |   |     
|Total                     |  | $              | 45.6 |                   | $ | 47.2
|                          |  |                |      |                   |   |     



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Cash Flow Activities

The tables below highlight significant aspects of our cash flow activities.



|                                                 |  |                             |      |   |      |   |      |  
|------------------------------------------------ |  | --------------------------- | ---- | - | ---- | - | ---- | -
|                                                 |  | Three Months EndedMarch 31, |     
|                                                 |  | (In millions)               |     
|                                                 |  | 2009                        |      |   | 2008 |  
|Cash flow activities                             |  |                             |      |   |      |   |      |  
|Net cash provided by (used in):                  |  |                             |      |   |      |   |      |  
|Operating activities                             |  | $                           | 6.2  |   |      | $ | 5.8  |  
|Investing activities                             |  |                             | (6.1 | ) |      |   | (4.2 | )
|Financing activities                             |  |                             | (6.7 | ) |      |   | 0.1  |  
|                                                 |  |                             |      |   |      |   |      |  
|Increase (decrease) in cash and cash equivalents |  | $                           | (6.6 | ) |      | $ | 1.7  |  
|                                                 |  |                             |      |   |      |   |      |  

The discussion below highlights significant aspects of our cash flows.

Net Cash Provided by Operating Activities

Since our inception in August 2001, we have funded our operations primarily from cash flows generated by our operating activities, the sale and issuance of shares of capital stock and incurrence of long-term debt.

For the three months ended March 31, 2009, we generated net cash from operations of $6.2 million from a net loss of $52.6 million.
Significant non-cash charges that affected our net loss but which did not impact our net cash from operations during this period include the goodwill impairment of $68.7 million and associated deferred income tax benefit of $14.3 million,
depreciation and amortization of $2.8 million, and stock compensation expense of $1.0 million. Changes in operating assets and liabilities include an increase in prepaid and other assets of $1.1 million and a decrease in accounts receivable of $1.3
million due to an increased collections rate during the period.

For the three months ended March 31, 2008, we generated net cash from
operations of $5.8 million from net income of $0.7 million. Significant non-cash charges for the period included in net income that did not impact our net cash from operations during that period include depreciation and amortization of $2.8
million and stock compensation expense of $2.9 million.

Net Cash Used in Investing Activities

Net cash used in investing activities was $6.1 million for the three months ended March 31, 2009 compared to $4.2 million used in investing
activities for the three months ended March 31, 2008. For the three months ended March 31, 2009, net cash used in investing activities was attributable to the purchase of marketable securities of $5.0 million and capital spending of $1.1
million relating to software and computer equipment purchases. For the three months ended March 31, 2008, net cash used in investing activities of $4.2 million was primarily attributable to an increase in property and equipment relating to
computer equipment and software purchases and the net purchases of marketable securities.

Net Cash (Used in) Provided by Financing
Activities

Net cash used in financing activities was $6.7 million for the three months ended March 31, 2009 and was primarily
attributable to the repurchase of $6.5 million of our common stock which concluded in January 2009. Net cash provided by financing activities was $0.1 million for the three months ended March 31, 2008 which mostly represents the cash proceeds
from the exercise of stock options and excess tax benefit from exercise of stock options offset by the payments for debt principal during the quarter.

Financial Condition and Liquidity

We expect our short and long-term liquidity needs to
consist primarily of working capital, increased capital expenditures related to information technology and any future acquisitions. We may also have liquidity needs arising from any repurchases of shares of our common stock and if we elect or
are required to make principal repayments under our term loan agreement. Our term loan is subject to mandatory prepayment under certain circumstances, including in connection with our receipt of proceeds from certain issuances of equity or debt,
sales of assets and casualty events. In addition, our term



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loan contains a provision that requires a principal payment under certain circumstances in the amount of our excess cash flow as defined in our loan
agreement. In addition, we may elect from time to time to make additional principal prepayments on our debt in order to optimize our capital structure. We anticipate funding any such elective or required principal repayments out of our available
cash and cash equivalents.

We intend to fund future liquidity needs from current capital resources and cash generated from operations. We
believe our capital resources are invested in appropriate investments and will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Off-Balance Sheet Arrangements and Contractual Obligations

There have been no significant
changes to our off-balance sheet arrangements or contractual obligations table as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.



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

Foreign Currency Exchange Risk

During the periods covered by this quarterly report, substantially all of our
customers are in the United States and thus revenue is denominated in U.S. dollars. Although some 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 $40.6 million at March 31, 2009. These amounts were invested in interest-bearing money market accounts and 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 March 31, 2009, we had $93.9 million in variable rate debt. Because of the interest rate
swap contracts entered into during 2008, this outstanding debt is not subject to interest rate fluctuation until such contracts expire on June 30, 2014. For more information on our interest rate hedging activities, see Note 9 Derivative
Financial Instruments, of the Notes to Condensed Consolidated Financial Statements in Item 1 of the Quarterly Report on Form 10-Q.



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

Evaluation of Disclosure Controls and
Procedures

As of March 31, 2009, we carried out an evaluation, under the supervision and with the participation of management,
including our 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 March 31, 2009, our 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 March 31, 2009, there were no changes in our 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,
| | - |  | -----------------------------------------------



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



| |  |  | 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 highly competitive environment,
| | - |  | ------------------------------------------------------------------------------------------------



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



| |  |  | 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 historical 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 has resulted and may continue to 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. In fact, in recent periods we have experienced an increase in competition from regional providers of services similar to ours. 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 or effectively revise the way we compensate our affiliated radiologists, our operating results could be negatively impacted. In addition, pricing pressures and increased competition could result in reduced
revenue or reduced profits, either 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 experienced, and may experience in the future, these difficulties as we integrate the operations of companies we acquire.

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. If any state regulatory or similar authority determines 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, 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.



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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 offerings
to our customers. In addition, we acquired Midwest Physician Services, LLC to expand our suite of solutions that we offer to radiology groups. A key part of our strategy to offset the moderation of growth in our provision of preliminary reads
involves providing final reads and sub-specialty services; 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. 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 the Internal Revenue Service (or other 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, would be liable for unpaid past taxes by our affiliated
radiologists and may be subject to penalties, all of which may materially harm our business and operating results. In connection with its audit of our tax filing for the 2006 tax year, the Internal Revenue Service indicated that their preliminary
finding would be that our affiliated radiologists should be characterized as employees as opposed to independent contractors. Although we would expect to appeal such a finding, we cannot provide assurances that such an appeal would be successful.

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 to recruiting radiologists, we must identify, recruit and retain skilled executive, technical, administrative, sales, marketing and
operations personnel. Competition for highly qualified and experienced personnel is intense due to the limited number of people available with the necessary skills. Coeur dAlene, where our main office is located, 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 continue to grow our final and
sub-specialty 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.



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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.

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. 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. 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 (such as a material increase in the rate of uninsured patients or uncollectible accounts), 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 or St. Paul Radiology, P.A. were to experience a material increase in uncollectible accounts, 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 the state laws and regulations have been interpreted by



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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.

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 has adopted a regulation that limits reimbursement for the
technical component when multiple diagnostic tests are 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 could strain our personnel, management and infrastructure resources, which may harm our business.

In recent periods, we have experienced 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 senior management team to manage this growth.

In particular, our operations and our ability to
provide professional services to our customers in a timely manner depend on the efficient performance of our information systems and related processes. We have determined that in order to effectively satisfy our customers needs, our systems
and related processes require improvement. Such improvements will require capital investments and, if we are not able to effectively manage the implementation of such improvements, customer satisfaction with our services may suffer.

In addition, 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. The additional headcount we may add and the 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.



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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 we have developed internally since our inception as well as sytems 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 functioning of our internal systems or in the availability of the network 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.

Our systems are vulnerable to damage or interruption, including damage and/or interruption due to earthquakes, floods, fires, power loss,
telecommunication failures, terrorist attacks, computer viruses, break-ins, sabotage, and acts of vandalism. 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.

Finally, from time to time, we upgrade, replace or expand our information systems. If we fail to successfully manage
these activities, we could experience disruptions and delays in our operations, which could have a material adverse effect on our business.

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
professional services which were either performed by our affiliated radiologists that are U.S.-based or performed by the customers radiologist after submission of the preliminary reads 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 U.S.-based 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 U.S.-based 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



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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.

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. For example, in some states, the Medicaid program budgets have been either cut or funds diverted to other
programs, which have resulted in limiting the enrollment of participants. This has resulted in an increasing number of bankruptcies and difficulty in collecting accounts receivable at hospitals in certain states. 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 2009 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 may 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 may 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.



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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.

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 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. Based solely upon publicly available information from VRC, we understand that, in August 2008, the US PTO ruled invalid all of the claims in the
patents upon which Merge had sued VRC. 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
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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 David Engert, our President & Chief Executive Officer, Tim Murnane, our Chief Operating Officer, and David Sankaran, our Chief Financial Officer. The loss of any of these executive officers 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.

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



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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.

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.



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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.

Adverse changes in general economic conditions
could adversely affect our operating results.

Our success depends upon our ability to continue to provide our services to our
customers and the willingness of our customers to engage us for these services. The willingness and ability of our customers to engage us for our services depends upon a number of factors, including broader economic conditions and perceptions of
such conditions by our customers. Adverse changes in the broader U.S. economy may have an adverse impact on the behavior of our customers and the extent to which they will be willing to engage us for our services. In addition, we may experience
difficulty collecting accounts receivable in a timely manner, or at all, if our customers are adversely affected by prevailing economic conditions. Any of these factors could, in turn, have a material adverse effect on our business, financial
condition, results of operations and cash flows.

A change in our customer composition may impact our collection rates.

An increasing number of our customers are hospitals or hospital groups. As changes occur in general economic conditions, hospitals
may be required to modify their budgets and/or move funds to other programs as directed by their management or changes in government funding. Recently, we have noticed an increasing number of hospitals becoming insolvent as government funds decrease
to hospitals in certain states. If this trend continues and impacts our customers, our collection rates may decrease and our bad debt expense increase which, in turn, could have a material adverse effect on our business, financial condition, results
of operations and cash flows.

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.



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



|               |  |                                                                                                                                                                           
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                               
|               | 
|10.29*(1)      |  | Registration Rights Agreement, dated January 6, 2009, between the Company and Dr. Paul Berger, M.D. and Mr. Jon Berger.                                                   
|               | 
|10.30*(2)      |  | Employment Agreement, dated April 6, 2009, between the Company and Timothy V. Myers, M.D.                                                                                 
|               | 
|10.31*(3)      |  | Form of Restricted Stock Unit Agreement under the Companys 2006 Equity Incentive Plan.                                                                                   
|               | 
|10.32*(3)      |  | Board of Directors Compensation Policy, as adopted April 17, 2009.                                                                                                        
|               | 
|10.33*(3)      |  | 2009 Performance-Based Incentive Compensation Program, as adopted April 17, 2009.                                                                                         
|               | 
|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 January 8, 2009.
|--- | -------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to Form 8-K (No. 000-51786) filed by the registrant on April 14, 2009.
|--- | ------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to Form 8-K (No. 000-51786) filed by the registrant on April 22, 2009.
|--- | ------------------------------------------------------------------------------------------------



|* | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------



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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: April 30, 2009 |  |  |  | By:                                |  | /s/ DAVID M. SANKARAN
|                     |  |  |  |                                    |  |                       |  | David M. Sankaran                                
|                     |  |  |  |                                    |  |                       |  | Senior Vice President and Chief Financial Officer
|                     |  |  |  |                                    |  |                       |  | (Principal Financial and Accounting Officer)     



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