<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
 
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                        SECURITIES EXCHANGE ACT OF 1934
 
                     FOR QUARTER ENDED:  SEPTEMBER 30, 1998
 
                        COMMISSION FILE NUMBER:  0-16334
 
                            ------------------------
 
                             ALLIANCE IMAGING, INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                       <C>
                DELAWARE                             33-0239910
    (State or other jurisdiction of         (IRS Employer Identification
     incorporation or organization)                    Number)
 
                       1065 NORTH PACIFICENTER DRIVE
                                 SUITE 200
                         ANAHEIM, CALIFORNIA 92806
                  (Address of principal executive office)
</TABLE>
 
                                 (714) 688-7100
               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 / /  No /X/
 
    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1998:
 
                    Common Stock, $.01 par value, 4,072,611
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                             ALLIANCE IMAGING, INC.
                                   FORM 10-Q
                               SEPTEMBER 30, 1998
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                                                                                                          <C>
PART I -- FINANCIAL INFORMATION
 
Item 1 -- Condensed Financial Statements:
 
    Condensed Consolidated Balance Sheets - September 30, 1998 and December 31, 1997.......................           3
 
    Condensed Consolidated Statements of Operations
    Three and nine months ended September 30, 1998 and 1997................................................           4
 
    Condensed Consolidated Statements of Cash Flows
    Nine months ended September 30, 1998 and 1997..........................................................           5
 
    Notes to Condensed Consolidated Financial Statements...................................................           7
 
Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations............          10
 
PART II -- OTHER INFORMATION...............................................................................          17
 
Item 4 -- Submission of Matters to a Vote of Security Holders..............................................          17
 
SIGNATURES.................................................................................................          21
</TABLE>
 
                                       2
<PAGE>
PART 1 -- FINANCIAL INFORMATION
ITEM 1 -- CONDENSED FINANCIAL STATEMENTS
 
                             ALLIANCE IMAGING, INC.
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                     DECEMBER 31,
                                                                                                        1997*
                                                                                      SEPTEMBER 30,  ------------
                                                                                          1998
                                                                                      -------------
                                                                                       (UNAUDITED)
<S>                                                                                   <C>            <C>
ASSETS
Current assets:
  Cash and short-term investments...................................................   $     4,191    $   10,798
  Accounts receivable, net of allowance for doubtful accounts.......................        32,900        12,628
  Deferred income taxes.............................................................         2,935         2,478
  Prepaid expenses..................................................................         2,543         1,285
  Other receivables and other current assets........................................           647           472
                                                                                      -------------  ------------
Total current assets................................................................        43,216        27,661
 
Equipment, at cost..................................................................       251,804       169,468
  Less -- Accumulated depreciation..................................................       (71,257)      (57,255)
                                                                                      -------------  ------------
                                                                                           180,547       112,213
 
Goodwill............................................................................       134,040        36,149
Deferred financing costs............................................................        12,124        13,641
Deposits and other assets...........................................................        10,218         3,991
                                                                                      -------------  ------------
Total assets........................................................................   $   380,145    $  193,655
                                                                                      -------------  ------------
                                                                                      -------------  ------------
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..................................................................   $     6,241    $    6,677
  Accrued compensation and related expenses.........................................         6,329         5,982
  Other accrued liabilities.........................................................        24,083         8,021
  Current portion of long-term debt.................................................        12,684         6,351
                                                                                      -------------  ------------
Total current liabilities...........................................................        49,337        27,031
 
Long-term debt, net of current portion..............................................       385,936       227,874
Other liabilities...................................................................         1,026            86
Deferred income taxes...............................................................         9,931         6,865
 
Redeemable preferred stock..........................................................        16,096        14,487
 
Common stock........................................................................            41            41
Additional paid-in deficit..........................................................       (59,672)      (59,738)
Accumulated deficit.................................................................       (22,550)      (22,991)
                                                                                      -------------  ------------
Total liabilities and stockholders' equity..........................................   $   380,145    $  193,655
                                                                                      -------------  ------------
                                                                                      -------------  ------------
</TABLE>
 
* Derived from audited financial statements
 
            See Notes to Condensed Consolidated Financial Statements
 
                                       3
<PAGE>
                             ALLIANCE IMAGING, INC.
 
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED      NINE MONTHS ENDED
                                                         SEPTEMBER 30,           SEPTEMBER 30,
                                                     ----------------------  ----------------------
                                                        1998        1997        1998        1997
                                                     ----------  ----------  ----------  ----------
<S>                                                  <C>         <C>         <C>         <C>
Revenues...........................................  $   56,229  $   22,374  $  138,713  $   62,285
 
Costs and expenses:
  Operating expenses, excluding depreciation.......      27,096       9,684      66,824      27,499
  Depreciation expense.............................       7,224       4,078      18,911      11,222
  Selling, general and administrative expenses.....       5,079       2,261      12,875       6,251
  Transaction related costs........................         499          --       1,358          --
  Amortization expense, primarily goodwill.........       2,087         602       4,745       1,767
  Interest expense, net of interest income.........       9,479       1,758      25,141       5,315
                                                     ----------  ----------  ----------  ----------
Total costs and expenses...........................      51,464      18,383     129,854      52,054
                                                     ----------  ----------  ----------  ----------
Income before income taxes and extraordinary gain
  (loss)...........................................       4,765       3,991       8,859      10,231
Provision for income taxes.........................       2,411       1,355       4,538       3,480
                                                     ----------  ----------  ----------  ----------
Income before extraordinary gain (loss)............       2,354       2,636       4,321       6,751
Extraordinary gain (loss), net of taxes............        (959)         --      (2,271)      1,332
                                                     ----------  ----------  ----------  ----------
Net income.........................................       1,395       2,636       2,050       8,083
Less: Preferred stock dividends and financing fee
  accretion........................................        (558)         --      (1,609)         --
Add: Excess of carrying amount of preferred stock
  repurchased over consideration paid..............          --          --          --       1,906
                                                     ----------  ----------  ----------  ----------
Income applicable to common stock..................  $      837  $    2,636  $      441  $    9,989
                                                     ----------  ----------  ----------  ----------
                                                     ----------  ----------  ----------  ----------
 
Earnings per common share:
  Income before extraordinary gain (loss)..........  $     0.44  $     0.22  $     0.67  $     0.75
  Extraordinary gain (loss), net of taxes..........       (0.23)         --       (0.56)       0.13
                                                     ----------  ----------  ----------  ----------
  Net income per common share......................  $     0.21  $     0.22  $     0.11  $     0.88
                                                     ----------  ----------  ----------  ----------
                                                     ----------  ----------  ----------  ----------
Earnings per common share -- assuming dilution:
  Income before extraordinary gain (loss)..........  $     0.42  $     0.17  $     0.64  $     0.62
  Extraordinary gain (loss), net of taxes..........       (0.22)         --       (0.54)       0.09
                                                     ----------  ----------  ----------  ----------
  Net income per common share -- assuming
  dilution.........................................  $     0.20  $     0.17  $     0.10  $     0.71
                                                     ----------  ----------  ----------  ----------
                                                     ----------  ----------  ----------  ----------
</TABLE>
 
            See Notes to Condensed Consolidated Financial Statements
 
                                       4
<PAGE>
                             ALLIANCE IMAGING, INC.
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         1998        1997
                                                                                      ----------  ----------
<S>                                                                                   <C>         <C>
OPERATING ACTIVITIES:
Net income..........................................................................  $    2,050  $    8,083
Adjustments to reconcile net income to net cash provided by operating activities:
  Extraordinary (gain) loss.........................................................       2,271      (1,332)
  Depreciation and amortization.....................................................      23,656      12,989
  Amortization of deferred financing costs..........................................       1,593          42
  Distributions in excess of (undistributed) equity in income of investee...........        (431)         85
Changes in operating assets and liabilities:
  Accounts receivable, net..........................................................      (5,317)     (1,630)
  Prepaid expenses..................................................................         408        (287)
  Other receivables.................................................................         731         230
  Other assets......................................................................      (1,177)     (1,302)
  Accounts payable, accrued compensation and other accrued liabilities..............       6,974       5,053
  Other liabilities.................................................................      (4,099)        159
                                                                                      ----------  ----------
Net cash provided by operating activities...........................................      26,659      22,090
INVESTING ACTIVITIES:
Equipment purchases.................................................................     (47,449)    (32,940)
(Increase) decrease in deposits on equipment........................................      (4,432)        150
Purchase of MRI contracts and related assets of Pacific Medical Imaging, Inc........          --        (756)
Purchase of common stock of Mobile Technology Inc., net of cash acquired............     (94,147)         --
Purchase of common stock of Medical Diagnostics, Inc., net of cash acquired.........     (31,156)         --
                                                                                      ----------  ----------
Net cash used in investing activities...............................................    (177,184)    (33,546)
FINANCING ACTIVITIES:
Payment of preferred stock dividends................................................          --        (653)
Repurchase of senior subordinated debentures........................................          --      (2,286)
Repurchase of Series A preferred stock..............................................          --      (2,523)
Principal payments on long-term debt................................................      (9,557)    (14,324)
Payments on revolving loan facility.................................................     (53,576)         --
Proceeds from long-term debt........................................................          --      25,782
Proceeds from term loan facility....................................................     145,000          --
Proceeds from revolving loan facility...............................................      62,970          --
Proceeds from senior bridge loan....................................................          --       5,128
Increase in deferred financing costs................................................        (985)         --
Proceeds from exercise of employee stock options....................................          66          22
                                                                                      ----------  ----------
Net cash provided by financing activities...........................................     143,918      11,146
                                                                                      ----------  ----------
Net (decrease) increase in cash and short-term investments..........................      (6,607)       (310)
Cash and short-term investments, beginning of period................................      10,798      10,867
                                                                                      ----------  ----------
Cash and short-term investments, end of period......................................  $    4,191  $   10,557
                                                                                      ----------  ----------
                                                                                      ----------  ----------
</TABLE>
 
                                       5
<PAGE>
                             ALLIANCE IMAGING, INC.
 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
                                  (UNAUDITED)
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         1998        1997
                                                                                      ----------  ----------
Supplemental disclosure of cash flow information:
<S>                                                                                   <C>         <C>
  Interest paid.....................................................................  $   19,427  $    5,562
  Income taxes paid.................................................................         119         337
Supplemental disclosure of noncash investing and financing activities:
  Preferred stock dividend accrued and financing fee accretion......................  $    1,609  $       --
  Conversion of senior bridge loan into Series D 4% convertible preferred stock.....          --      18,000
  Conversion of Series C 5% convertible preferred stock into common stock...........          --         388
</TABLE>
 
            See Notes to Condensed Consolidated Financial Statements
 
                                       6
<PAGE>
                             ALLIANCE IMAGING, INC.
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                               SEPTEMBER 30, 1998
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. BASIS OF PREPARATION
 
    The accompanying unaudited condensed consolidated financial statements have
been prepared by Alliance Imaging, Inc. ("the Company") in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine month
period ended September 30, 1998 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 1997.
 
    The provision for income taxes for the nine month period ended September 30,
1998 is higher than the statutory federal rate primarily as a result of
non-deductible goodwill amortization expense. The provision for income taxes for
the nine month period ended September 30, 1997 is less than the statutory
federal rate due to the utilization of certain net operating loss carryforwards
during the period.
 
    Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," ("SFAS 130")
which establishes standards for reporting and displaying comprehensive income
and its components in the financial statements. For the nine months ended
September 30, 1998 and 1997, the Company did not have any components of other
comprehensive income as defined in SFAS 130.
 
                                       7
<PAGE>
                             ALLIANCE IMAGING, INC.
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                               SEPTEMBER 30, 1998
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. BASIS OF PREPARATION (CONTINUED)
    The following table sets forth the computation of basic and diluted earnings
per share:
 
<TABLE>
<CAPTION>
                                                                                           NINE MONTHS ENDED
                                                                                             SEPTEMBER 30,
                                                                                          --------------------
                                                                                            1998       1997
                                                                                          ---------  ---------
<S>                                                                                       <C>        <C>
Numerator:
Income before extraordinary gain (loss).................................................  $   4,321  $   6,751
Preferred stock dividends...............................................................     (1,564)      (385)
Financing fee accretion.................................................................        (45)        --
Excess of carrying amount of preferred stock repurchased over consideration paid........         --      1,906
                                                                                          ---------  ---------
Numerator for basic earnings per share - income available to common stockholders before
 extraordinary gain (loss)..............................................................      2,712      8,272
Effect of dilutive securities:
Preferred stock dividends...............................................................         --        385
                                                                                          ---------  ---------
Numerator for diluted earnings per share -- income available to common stockholders
 after assumed conversions..............................................................  $   2,712  $   8,657
                                                                                          ---------  ---------
                                                                                          ---------  ---------
Denominator:
Denominator for basic earnings per share -- weighted average shares.....................      4,065     10,957
Effect of dilutive securities:
Convertible preferred stock.............................................................         --      2,077
Employee stock options and common stock warrants........................................        154      1,010
                                                                                          ---------  ---------
Denominator for diluted earnings per share -- adjusted weighted-average shares..........      4,219     14,044
                                                                                          ---------  ---------
                                                                                          ---------  ---------
Basic earnings per share before extraordinary gain (loss)...............................  $    0.67  $    0.75
                                                                                          ---------  ---------
                                                                                          ---------  ---------
Diluted earnings per share before extraordinary gain (loss).............................  $    0.64  $    0.62
                                                                                          ---------  ---------
                                                                                          ---------  ---------
</TABLE>
 
2. ACQUISITIONS
 
    On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"). The
purchase price consisted of $58,300 for all of the equity interests in MTI, plus
direct acquisition costs of approximately $2,000. In connection with the
acquisition, the Company also refinanced $37,400 of MTI's outstanding debt and
paid MTI direct transaction costs of $3,500. To finance these expenditures, the
Company increased its existing term loan facility by $20,000 to provide total
availability of $70,000, established a new $50,000 term loan facility and
borrowed an aggregate of $90,000 thereunder, for which the Company incurred debt
issuance costs of approximately $2,800. The Company also borrowed $5,400 under
its revolving loan facility and used $8,500 of cash on hand at MTI to complete
the financing requirements. The acquisition has been accounted for as a purchase
and, accordingly, the results of operations of MTI have been included in the
Company's consolidated financial statements from the date of acquisition. The
goodwill recorded as a result of this acquisition was approximately $79,000,
which is being amortized on a
 
                                       8
<PAGE>
                             ALLIANCE IMAGING, INC.
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                               SEPTEMBER 30, 1998
 
                                  (UNAUDITED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
2. ACQUISITIONS (CONTINUED)
straight-line basis over 20 years. The allocation of the MTI purchase price is
tentative pending completion of fair value determinations for the net assets
acquired. The allocation may change with the completion of these determinations.
 
    Also on March 12, 1998, the Company announced it had signed a definitive
agreement to acquire all of the equity interests in two operating subsidiaries
of American Shared Hospital Services ("American Shared"), which provide
diagnostic imaging services, for approximately $13,600 in cash and assumption of
approximately $23,000 of debt. On November 3, 1998, the Company was notified
that the U. S. Federal Trade Commission had concluded its review regarding the
Company's purchase of American Shared. No changes in the terms of the
transaction resulted from the review. The sale is now subject to the approval of
a majority of the shareholders of American Shared. American Shared has scheduled
a Special Meeting of Shareholders to be held on November 13, 1998 to consider
approval of the sale. The sale is expected to close promptly after the November
13 Shareholder Meeting.
 
    On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The purchase price consisted of
approximately $31,000 plus the assumption of approximately $5,900 in financing
arrangements. The Company borrowed $30,000 under its revolving loan facility to
finance the transaction. The acquisition has been accounted for as a purchase
and, accordingly, the results of operations of MDI have been included in the
Company's consolidated financial statements from the date of acquisition. The
goodwill recorded as a result of this acquisition was approximately $25,400 and
is being amortized on a straight-line basis over 20 years. The allocation of the
MDI purchase price is tentative pending completion of fair value determinations
for the net assets acquired. The allocation may change with the completion of
these determinations.
 
                                       9
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
 
OVERVIEW
 
    The Company is a leading nationwide provider of diagnostic imaging services
and the largest operator of state-of-the-art mobile diagnostic imaging systems
and related outsourced radiology services in the United States. The Company
primarily provides magnetic resonance imaging ("MRI") systems and services to
hospitals and other health care providers on a mobile, shared user basis. The
Company also provides dedicated, full-time MRI systems and services as well as
full-service management of imaging operations for selected hospitals. The
Company's services enable small to mid-size hospitals to gain access to advanced
diagnostic imaging technology and related value-added services without making a
substantial investment in equipment and personnel. The Company operates a fleet
of 214 MRI systems and services 836 customers in 43 states as of September 30,
1998.
 
    The Company's revenues are principally a function of the number of systems
in service, scan volumes and fees per scan. The Company generates substantially
all of its revenues under exclusive one to eight-year contracts with hospitals
and health care providers. The Company's contracts typically offer tiered
pricing with lower fees per scan on incremental scans, allowing customers to
benefit from increased scan volumes and the Company to benefit from the
operating leverage associated with increased scan volumes. The Company expects
modest continuing downward pressure on pricing levels as a result of cost
containment measures in the health care industry. However, in many cases higher
scan volumes justify lower prices on incremental scans.
 
    The principal components of the Company's operating costs include salaries
paid to technologists and drivers, annual system maintenance costs, insurance
and transportation costs. Because a majority of these expenses are fixed,
increased revenues as a result of higher scan volumes significantly improve the
Company's profitability while lower scan volumes result in lower profitability.
 
    Since the beginning of 1995, the Company has substantially increased
revenues by adding new customers and increasing scan volumes at existing
customer sites. The Company has also substantially increased revenue through
acquisitions. During the same period, the growth rate of the Company's EBITDA
(income before income taxes, plus depreciation, amortization and net interest
expense), excluding expenses associated with the Recapitalization Merger (as
hereinafter defined), has exceeded the growth rate of revenues as a result of
spreading costs (which are primarily fixed) over a larger revenue base and
implementing cost reduction and containment measures.
 
    The Company has historically focused on maximizing cash flow and return on
invested capital nationwide, deploying new and upgraded systems in high volume
markets and redeploying older, less advanced systems with lower carrying values
in lower volume markets. The Company's ongoing equipment trade-in and upgrade
program has substantially improved the marketability and productivity of its MRI
systems. Because the Company owns substantially all of its MRI systems, it
periodically evaluates its older, less marketable MRI systems to determine if it
is more beneficial to continue to use such systems in lower volume markets which
are profitable but produce less revenue, or to trade in such equipment in
connection with new system purchases. The Company currently maintains one of the
most advanced fleets in the industry.
 
    The Company also provides computed tomography ("CT") services, lithotripsy
services, nuclear medicine services, and other imaging services. Revenues from
CT services, lithotripsy services, nuclear medicine services, and other imaging
services accounted for approximately 7% of the Company's revenues for the nine
months ended September 30, 1998.
 
    On November 21, 1997, the Company acquired Medical Consultants Imaging Co.
("MCIC"), a Cleveland, Ohio based provider of mobile MRI services, CT services
and other outsourced health care services. The acquisition also included MCIC's
one-half interest in a limited liability company in Michigan. The purchase price
consisted of $12.3 million cash plus the assumption of approximately $5.5
million in
 
                                       10
<PAGE>
financing arrangements. MCIC operated 14 mobile MRI systems and several other
diagnostic imaging systems, primarily in Ohio, Michigan, Indiana and
Pennsylvania.
 
    On December 18, 1997, after obtaining the approval of stockholders, the
Company completed a series of transactions contemplated by an Agreement and Plan
of Merger between Newport Investment LLC (the "Investor") and the Company (the
"Recapitalization Merger") whereby the Company: obtained proceeds from debt
financing aggregating $215.0 million; issued 150,000 shares of non-voting
redeemable Series F preferred stock to the Investor for proceeds of $15.0
million; issued 3,632,222 shares of its common stock in exchange for all of the
outstanding stock of Newport Acquisition Corporation, a subsidiary of the
Investor, and received net proceeds of $40.0 million from cash placed into
Newport Acquisition Corporation by the Investor; and converted all shares of its
common stock held by existing stockholders in excess of 411,358 shares that were
retained by electing existing stockholders into the right to receive $11 in
cash.
 
    As a result of these transactions, the Company experienced an approximate
90% ownership change. The Investor, which was formed and is wholly owned by
certain affiliates of Apollo Management, L.P., ("Apollo") obtained ownership of
approximately 83.6% of the Company's outstanding common stock, and the Company
became highly leveraged.
 
    On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"),
which management believes was the second largest provider of mobile MRI services
in the United States, in a transaction accounted for as a purchase. The Company
has included the operations of MTI in its consolidated financial statements from
the date of acquisition. This acquisition added 68 MRI systems operating in 31
states, 3 CT systems, 9 lithotripsy systems, and 3 brachytherapy systems to the
Company's equipment fleet. The purchase price consisted of $58.3 million for all
of the equity interests in MTI plus direct acquisition costs of approximately
$2.0 million. In connection with the acquisition, the Company also refinanced
$37.4 million of MTI's outstanding debt and paid MTI direct transaction costs of
$3.5 million. To finance these expenditures, the Company increased its existing
term loan facility by $20.0 million to provide total availability of $70.0
million, established a new $50.0 million term loan facility and borrowed an
aggregate of $90.0 million thereunder, for which the Company incurred debt
issuance costs of approximately $2.8 million. The Company also borrowed $5.4
million under its revolving loan facility and used $8.5 million of cash on hand
at MTI to complete the financing requirements. The goodwill recorded as a result
of this acquisition was approximately $79.0 million, which is being amortized on
a straight-line basis over 20 years. The allocation of the MTI purchase price is
tentative pending completion of fair value determinations for the net assets
acquired. The allocation may change with the completion of these determinations.
 
    On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The purchase price consisted of
approximately $31.0 million plus the assumption of approximately $7.4 million in
financing arrangements. The Company borrowed $30.0 million under its revolving
loan facility to finance the transaction. The acquisition has been accounted for
as a purchase and, accordingly, the results of operations of MDI have been
included in the Company's consolidated financial statements from the date of
acquisition. The goodwill recorded as a result of this acquisition was
approximately $25.4 million and is being amortized on a straight-line basis over
20 years. The allocation of the MDI purchase price is tentative pending
completion of fair value determinations for the net assets acquired. The
allocation may change with the completion of these determinations.
 
RESULTS OF OPERATIONS
 
    NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1997 -- Revenues for the first nine months of 1998 were $138.7 million, an
increase of $76.4 million, or 122.7%, over 1997, primarily due to the MTI and
MDI acquisitions. These acquisitions accounted for approximately $49.7 million
of the increase. The remaining increase reflects higher scan-based MRI revenue,
MRI revenue under fixed fee contracts and other revenue items (including revenue
for other modalities). Overall, MRI revenue increased $63.0 million, as a result
of a 18.6% increase in total scan volume partially offset by a
 
                                       11
<PAGE>
3.6% decrease in the average revenue realized per MRI scan. The average daily
scan volume per MRI system increased 15.3% to 8.3 from 7.2 in 1997. Management
attributes the non-acquisition volume increase to the Company's continuing MRI
systems upgrade program, which has enabled the Company to obtain new, long-term
contracts from both existing and new customers, and to the continuing positive
effect of marketing programs implemented in early 1997. Management believes the
decrease in average revenue realized per scan is the result of many customers
achieving discount price levels in incremental scan volume; obtaining contracts
with customers that have high scan volumes which justify lower scan prices; and
continuing competitive pressure in the MRI service industry and cost containment
efforts by health care payors. Other revenue increased $13.4 million, or 288.5%
partly due to a $4.3 million increase in lithotripsy revenue associated with the
MTI acquisition, as well as a $4.3 million increase in contract management
service revenue as a result of the Company commencing these service arrangements
primarily in connection with the MCIC acquisition. The remainder of the increase
in other revenue was primarily due to an increase in nuclear medicine revenue.
 
    The Company operated 214 MRI systems at September 30, 1998 compared to 95
MRI systems at September 30, 1997. The increase was primarily a result of the
MTI acquisition and to a lesser degree the MCIC and MDI acquisitions.
 
    Operating expenses, excluding depreciation, totaled $66.8 million in the
first nine months of 1998, an increase of $39.3 million, or 143.0% from the
first nine months of 1997. Payroll and related employee expenses increased $15.3
million, or 132.4%, primarily as a result of acquisitions, an increase in
operating staffing levels necessary to support new units in operation and
increased scans per unit. Preventative maintenance and cryogen expense increased
$5.6 million, or 83.1%, due to an increase in the number of systems in service
and the expiration of warranties on an increased number of MRI systems.
Equipment rental expense increased $5.9 million, or 358.3%, resulting from a
higher number of leased MRI systems in operation and the Company's leasing of 25
new tractors during the third quarter of 1997. Medical supplies expense
increased $1.8 million, or 344.8%, primarily as a result of the increased level
of nuclear medicine operations. Expenses associated with contract management
services increased $2.7 million as a result of the Company commencing these
service arrangements primarily in connection with the MCIC acquisition.
 
    Depreciation expense during the first nine months of 1998 totaled $18.9
million, an increase of $7.7 million, or 68.5% from the 1997 level principally
due to a higher amount of depreciable assets associated with equipment additions
and upgrades and equipment acquired through acquisitions. Amortization expense
during the first nine months of 1998 increased $3.0 million, or 168.5%, over the
1997 period as a result of the acquisitions made after the first nine months of
1997.
 
    Selling, general and administrative expenses totaled $12.9 million in the
first nine months of 1998, an increase of $6.6 million or 106.0%, from the same
period in 1997. Payroll and related expenses increased $3.4 million, or 94.2%,
primarily as a result of increased employee compensation related to increased
staffing levels necessary to support the Company's increased level of
operations. Bad debt expense increased $2.1 million primarily as a result of the
growth in revenues and the application of Alliance's more conservative bad debt
reserve policy to the acquired MTI and MDI operations.
 
    The transaction related costs primarily represent a special non-recurring
bonus paid in connection with the MTI acquisition and internal-use software
development costs associated with accounting and billing systems conversions of
the acquired companies.
 
    Interest expense of $25.1 million in the first nine months of 1998 was $19.8
million, or 373.0%, higher than 1997, as a result of higher average outstanding
debt balances during 1998 as compared to 1997. This increase was primarily
related to debt incurred in connection with the Recapitalization Merger and the
MTI and MDI acquisitions.
 
                                       12
<PAGE>
    An income tax provision of $4.5 million was recorded in the first nine
months of 1998. The effective tax rate increased to 51.2% in 1998 from 34.0% in
1997 primarily as a result of an increase in non-deductible goodwill
amortization expense.
 
    The Company's income before extraordinary loss was $4.3 million in the first
nine months of 1998 compared to income before extraordinary gain of $6.8 million
in the first nine months of 1997, a decrease of $2.5 million, primarily
attributable to increased interest, depreciation, and amortization costs and
transaction related costs. The Company reported an extraordinary loss of $2.3
million, net of income tax benefit, on early extinguishment of debt in the first
nine months of 1998. The Company reported an extraordinary gain, net of income
taxes, in the first nine months of 1997 of $1.3 million, on early extinguishment
of debt. The earnings per common share calculations reflect preferred dividend
requirements and financing fee accretion of $1.6 million in the first nine
months of 1998 and none in the first nine months of 1997.
 
    QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO QUARTER ENDED SEPTEMBER 30,
1997 -- Revenues for the third quarter of 1998 were $56.2 million, an increase
of $33.9 million, or 151.3%, over 1997, primarily due to the MTI and MDI
acquisitions. These acquisitions accounted for $24.0 million of the increase.
The remaining increase reflects higher scan-based MRI revenue, MRI revenue under
fixed fee contracts and other revenue items (including revenue for other
modalities). Overall, MRI revenue increased $28.2 million, as a result of a
139.7% increase in total scan volume partially offset by a 1.2% decrease in the
average revenue realized per MRI scan. The average daily scan volume per MRI
system increased 13.3% to 8.5 from 7.5 in the third quarter of 1997. Management
attributes the non-acquisition volume increase to the Company's continuing MRI
systems upgrade program, which has enabled the Company to obtain new, long-term
contracts from both existing and new customers, and to the continuing positive
effect of marketing programs implemented in early 1997. Management believes the
decrease in average revenue realized per scan is the result of many customers
achieving discount price levels in incremental scan volume; obtaining contracts
with customers that have high scan volumes which justify lower scan prices; and
continuing competitive pressure in the MRI service industry and cost containment
efforts by health care payors. Other revenue increased $5.6 million, or 322.4%
partly related to a $2.0 million increase in lithotripsy revenue associated with
the MTI acquisition, as well as a $1.7 million increase in contract management
service revenue as a result of the Company commencing these service arrangements
primarily in connection with the MCIC acquisition. The remainder of the increase
in other revenue was primarily due to an increase in nuclear medicine revenue.
 
    Operating expenses, excluding depreciation, totaled $27.1 million in the
third quarter of 1998, an increase of $17.4 million, or 179.8%, from the third
quarter of 1997. Payroll and related employee expenses increased $6.5 million,
or 152.9%, primarily as a result of acquisitions, an increase in operating
staffing levels necessary to support new units in operation and increased scans
per unit. Preventative maintenance and cryogen expense increased $1.1 million,
or 80.5%, due to an increase in the number of systems in service and the
expiration of warranties on an increased number of MRI systems. Equipment rental
expense increased $2.4 million, or 454.0%, resulting from a higher number of
leased MRI systems in operation. Medical supplies expense increased $0.9
million, or 474.5%, primarily as a result of the increased level of nuclear
medicine operations. Expenses associated with contract management services
increased $0.9 million as a result of the Company commencing these service
arrangements primarily in connection with the MCIC acquisition.
 
    Depreciation expense during the third quarter of 1998 totaled $7.2 million,
an increase of $3.1 million, or 77.1% from the 1997 level principally due to a
higher amount of depreciable assets associated with equipment additions and
upgrades and equipment acquired through acquisitions. Amortization expense
during the third quarter of 1998 increased $1.5 million, or 246.7%, over the
1997 period as a result of the acquisitions made after the third quarter of
1997.
 
                                       13
<PAGE>
    Selling, general and administrative expenses totaled $5.1 million in the
third quarter of 1998, an increase of $2.8 million or 124.6%, from the same
period in 1997. Payroll and related expenses increased $1.3 million, or 101.4%,
primarily as a result of increased employee compensation related to increased
staffing levels necessary to support the Company's increased level of
operations. Bad debt expense increased $1.1 million primarily as a result of the
growth in revenues and the application of Alliance's more conservative bad debt
reserve policy to the acquired MTI and MDI operations.
 
    The transaction related costs primarily represent internal-use software
development costs associated with accounting and billing systems conversions of
the acquired companies.
 
    Interest expense of $9.5 million in the third quarter of 1998 was $7.7
million, or 439.2%, higher than 1997, as a result of higher average outstanding
debt balances during 1998 as compared to 1997. This increase was primarily
related to debt incurred in connection with the Recapitalization Merger and the
MTI and MDI acquisitions.
 
    An income tax provision of $2.4 million was recorded in the third quarter of
1998. The effective tax rate increased to 50.6% in 1998 from 34.0% in 1997
primarily as a result of an increase in non-deductible goodwill amortization
expense.
 
    The Company's income before extraordinary loss was $2.4 million in the third
quarter of 1998 compared to income before extraordinary gain of $2.6 million in
the third quarter of 1997, a decrease of $0.2 million, primarily attributable to
increased interest, depreciation, and amortization costs. The Company reported
an extraordinary loss of $1.0 million, net of income tax benefit, on early
extinguishment of debt in the third quarter of 1998. The earnings per common
share calculations reflect preferred dividend requirements and financing fee
accretion of $0.6 million in the third quarter of 1998 and none in the third
quarter of 1997.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company generated $26.7 million and $22.1 million from operating
activities during the first nine months of 1998 and 1997, respectively. Capital
expenditures, consisting primarily of new equipment purchases, totaled $47.4
million and $34.2 million during the nine months ended September 30, 1998 and
1997, respectively. Since January 1, 1998, the Company has purchased 29 new MRI
systems, including replacement systems. The Company expects to purchase
additional equipment under binding commitments in 1998 and finance such
purchases with the Company's revolving loan facility.
 
    The Company's primary cash needs consist of capital expenditures and debt
service. The Company incurs capital expenditures for the purposes of (i)
providing routine upgrades of its MRI systems; (ii) replacing or making major
upgrades to older, less advanced systems with new state-of-the-art systems; and
(iii) purchasing new systems. The Company expects capital expenditures to be
approximately $65.0 million in 1998, which primarily reflects the anticipated
purchase of 39 new MRI systems, including replacement systems. The Company's
decision to purchase a new system is typically predicated on obtaining new or
extending existing customer contracts, which serve as the basis of demand for
the new system.
 
    As a result of the Recapitalization Merger, the Company issued $185.0
million of Notes (consisting of $140.0 million Senior Subordinated Notes due
2005, bearing interest at the rate of 9 5/8% per annum; and $45.0 million
Floating Interest Rate Subordinated Term Securities due 2005, bearing interest
at a rate per annum equal to LIBOR plus 4.19%) which are payable semiannually,
and require no principal repayments until maturity. The Company also entered
into a $125.0 million Credit Agreement consisting of a $50.0 million Term Loan
Facility ($50.0 million of which was funded at September 30, 1998) and a $75.0
million Revolving Loan Facility ($9.4 million of which was funded at September
30, 1998), and carried over approximately $12.7 million of other obligations.
The Term Loan matures on the sixth anniversary of the initial borrowing and
requires annual principal repayments of one percent per year during the first
five years and the outstanding principal amount in the sixth year. The Revolving
Loan Facility matures on the
 
                                       14
<PAGE>
fifth anniversary of the initial borrowing and has mandatory commitment
reductions of $37.5 million on the fourth and fifth anniversaries of the initial
borrowing. The Credit Agreement contains restrictive covenants, which, among
other things, limit the incurrence of additional indebtedness, dividends,
transactions with affiliates, asset sales, acquisitions, mergers and
consolidations, liens and encumbrances, and prepayments of other indebtedness.
In addition, the Credit Agreement requires loans to be prepaid with 100% of the
net proceeds of non-ordinary-course asset sales or other dispositions of
property, issuances of debt obligations and certain preferred stock and certain
insurance proceeds, 75% of annual excess cash flow and 50% of the net proceeds
from common equity and certain preferred stock issuances, in each case subject
to limited exceptions. Voluntary prepayments are permitted in whole or in part.
 
    Also as part of the Recapitalization Merger, the Company issued $15.0
million of Series F Preferred Stock. The Series F Preferred Stock pays dividends
at the rate of 13.5% per annum, payable quarterly in arrears, with such
dividends payable in kind for the first five years from the issue date and
thereafter in cash. The Series F Preferred Stock is mandatorily redeemable for
its liquidation preference plus accrued and unpaid dividends on the 10th
anniversary of the issue date. The Series F Preferred Stock is redeemable at the
option of the Company prior to the 10th anniversary at premiums (expressed as a
percentage of the accreted face value) declining over ten years from 13.5% to
0%. The Company does not currently intend to redeem the Series F Preferred Stock
prior to the mandatory redemption date.
 
    On November 21, 1997, the Company acquired Medical Consultants Imaging Co.
("MCIC"), a Cleveland, Ohio based provider of mobile MRI services, CT services
and other outsourced health care services. The acquisition also included MCIC's
one-half interest in a limited liability company in Michigan. The purchase price
consisted of $12.3 million cash plus the assumption of approximately $5.5
million in financing arrangements. MCIC operated 14 mobile MRI systems and
several other diagnostic imaging systems, primarily in Ohio, Michigan, Indiana
and Pennsylvania.
 
    On March 12, 1998, the Company acquired Mobile Technology Inc. ("MTI"),
another nationwide provider of diagnostic imaging services. The Company funded
the MTI acquisition with $20.0 million of existing Term Loan availability under
tranche A, $5.4 million of revolver borrowings, a $20.0 million increase to the
Term Loan Facility under tranche A, and a new $50.0 million Term Loan Facility
under tranche B. The Credit Agreement was amended to provide for the increased
Term Facilities.
 
    Also on March 12, 1998, the Company announced it had signed a definitive
agreement to acquire all of the equity interests in two operating subsidiaries
of American Shared Hospital Services ("American Shared"), which provide
diagnostic imaging services, for approximately $13.6 million in cash and
assumption of approximately $23.0 million of debt. On November 3, 1998, the
Company was notified that the U. S. Federal Trade Commission had concluded its
review regarding the Company's purchase of American Shared. No changes on the
terms of the transaction resulted from the review. The sale is now subject to
the approval of a majority of the shareholders of American Shared. American
Shared has scheduled a Special Meeting of Shareholders to be held on November
13, 1998 to consider approval of the sale. The sale is expected to close
promptly after the November 13 Shareholder Meeting.
 
    On May 19, 1998, the Company acquired Medical Diagnostics, Inc. ("MDI"), a
subsidiary of U. S. Diagnostic, Inc. The Company borrowed $30.0 million under
its revolving loan facility to finance the transaction.
 
    On September 24, 1998, the Company completed a $90.0 million expansion of
its Credit Agreement. The transaction added a new $85.0 million Term Loan
Facility under tranche C ($55.0 million of which was funded at September 30,
1998) and increased the Revolving Loan Facility to $80.0 million. The increased
Loan Facilities will provide funds to complete the American Shared acquisition
and also provide funds for future acquisitions and capital expenditures.
 
    The Company believes that subsequent to the Recapitalization Merger and
acquisitions previously mentioned and the incurrence of indebtedness related
thereto, based on current levels of operations and
 
                                       15
<PAGE>
anticipated growth, its cash from operations, together with other available
sources of liquidity, including borrowings available under the Revolving Loan
Facility, will be sufficient over the next several years to fund necessary
capital expenditures and make required payments of principal and interest on its
debt, including payments due on the Notes and obligations under the Credit
Agreement.
 
    The Company's expansion and acquisition strategy may require substantial
capital, and no assurance can be given that the Company will be able to raise
any necessary additional funds through bank financing or the issuance of equity
or debt securities on terms acceptable to the Company, if at all.
 
    Certain statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations, particularly in the preceding
section entitled "Liquidity and Capital Resources" and elsewhere in this
quarterly report on Form 10-Q, are forward-looking statements. Statements in
this quarterly report on Form 10-Q which address activities, events or
developments that the Company expects or anticipates will or may occur in the
future, including such things as results of operations and financial condition,
the consummation of acquisitions and financing transactions and the effect of
such transactions on the Company's business and the Company's plans and
objectives for future operations and expansion are examples of forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties, including those identified as "Risk Factors" in the Company's
Registration Statements on Forms S-2 (No. 333-33817) and S-4 (No. 333-33787).
The foregoing should not be construed as an exhaustive list of all factors which
could cause actual results to differ materially from those expressed in
forward-looking statements made by the Company. Actual results may materially
differ from anticipated results described in these statements.
 
YEAR 2000
 
    The Company has assessed and continues to assess the impact of the Year 2000
Issue on its financial reporting systems and operations. The Year 2000 Issue is
the result of computer programs being written using two digits (rather than
four) to define the applicable year. Any of the Company's programs or equipment
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000 or not recognize the date at all, which could
result in system and/or equipment failures or system and/or equipment
miscalculations. During the nine months ended September 30, 1998, the Company
purchased new Year 2000 compatible financial reporting software which has now
been successfully implemented. The cost of this software was approximately $0.6
million, including installation. As a result, the Company does not believe that
its financial reporting capabilities will be adversely affected by the Year 2000
Issue. The Company is also developing a plan to modify other systems and
equipment applications. Based on preliminary information, costs of addressing
these items are currently not expected to have a material adverse impact on the
Company's financial position, results of operations or cash flows in future
periods. However, if the Company, its customers or vendors are unable to resolve
such processing issues in a timely manner, it could result in a material
financial risk. Accordingly, the Company plans to devote the necessary resources
to resolve all significant Year 2000 Issues in a timely manner.
 
                                       16
<PAGE>
PART II - OTHER INFORMATION
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    On July 30, 1998, the holder of 3,389,324 shares or approximately 83.2% of
the Registrant's common stock acting by written consent in lieu of an annual
meeting of stockholders took the following actions:
 
    1.  Reelected the incumbent Board of Directors consisting of Robert H. Falk,
       Michael S. Gross, Joshua J. Harris, Anthony R. Ignaczak, Robert A. Katz,
       Mark D. Klein, Vincent S. Pino, Michael D. Weiner and Richard N. Zehner.
 
    2.  Amended the Registrant's Certificate of Incorporation to allow the
       holders of shares of the Registrant's non-voting common stock to convert
       such shares into shares of voting common stock on a one-for-one basis
       under certain circumstances.
 
    3.  Amended the Certificate of Designations, Powers, Preferences and Rights
       of the Series F Preferred Stock to allow the Registrant to accrue and
       compound dividends on the Series F Preferred Stock in lieu of paying
       in-kind dividends.
 
                                       17
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
(a)  Exhibits
 
<TABLE>
<CAPTION>
 EXHIBIT NO.     NOTE     DESCRIPTION
-------------  ---------  --------------------------------------------------------------------------------------------
<C>            <C>        <S>
       2.1            (6) Agreement and Plan of Merger dated as of July 23, 1997 between the Company and Newport
                           Investment, LLC (the "Recapitalization Merger Agreement").
 
       2.2            (7) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization Merger Agreement.
 
       2.3            (7) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization Merger Agreement.
 
       2.4            (7) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization Merger Agreement.
 
       2.5            (7) Guaranty Letter dated July 22, 1997 from AIF III to the Company.
 
       3.1            (9) Amended and Restated Certificate of Incorporation of the Company.
 
       3.2           (13) Certificate of Amendment of Certificate of Incorporation, dated July 30, 1998.
 
       3.3           (13) Certificate of Amendment of Certificate of Designations, Powers, Preferences and Rights of
                           Series F Preferred Stock, dated July 30, 1998.
 
       3.4            (9) By Laws of the Company, as amended.
 
       4.1            (9) Form of Indenture for the 9 5/8% Senior Subordinated Notes due 2005 and the Senior
                           Subordinated Floating Rate Notes due 2005 (including the Forms of Notes as Exhibits A and B
                           thereto) between the Company and IBJ Schroeder Bank & Trust Company, as trustee.
 
       4.2            (9) Form of Guarantee of the Notes.
 
      10.1            (6) Stockholder Agreement dated as of July 23, 1997 among Newport Investment, LLC and the
                           stockholders of the Company party thereto.
 
      10.2            (4) Amended and Restated 1991 Stock Option Plan of the Company, including forms of agreement
                           used thereunder.
 
      10.3           (12) Alliance Imaging, Inc. 1997 Stock Option Plan including form of option agreement used
                           thereunder.
 
      10.4            (1) Form of Indemnification Agreement between the Company and its directors and/or officers.
 
      10.5            (2) Employment Agreement dated as of September 9, 1993 between the Company and Terry A. Andrues.
 
      10.6            (2) Employment Agreement dated as of September 9, 1993 between the Company and Jay A. Mericle.
 
      10.7            (5) Amended and Restated Employment Agreement dated as of May 15, 1997 between the Company and
                           Terrence M. White.
 
      10.8            (2) Employment Agreement dated as of June 6, 1994 between the Company and Neil M. Cullinan.
 
      10.9            (2) Employment Agreement dated as of June 6, 1994 between the Company and Cheryl A. Ford.
 
      10.10           (3) Employment Agreement dated as of July 7, 1995 between the Company and Michael W. Grismer.
</TABLE>
 
                                       18
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT NO.     NOTE     DESCRIPTION
-------------  ---------  --------------------------------------------------------------------------------------------
<C>            <C>        <S>
      10.11           (9) Employment Agreement dated as of July 23, 1997 between the Company and Richard N. Zehner.
 
      10.12           (9) Employment Agreement dated as of July 23, 1997 between the Company and Vincent S. Pino.
 
      10.13           (9) Agreement Not to Compete dated as of July 23, 1997 among Newport Investment, LLC, the
                           Company, Richard N. Zehner and Vincent S. Pino.
 
      10.14          (12) Employment Agreement dated as of January 19, 1998 between the Company and Kenneth S. Ord.
 
      10.15          (12) Agreement Not to Compete dated as of January 19, 1998 between the Company and Kenneth S.
                           Ord.
 
      10.16           (5) Amended and Restated Long-Term Executive Incentive Plan dated as of July 22, 1997.
 
      10.17          (11) Amended and Restated Credit Agreement dated March 12, 1998.
 
      10.18           (8) Acquisition Agreement dated as of October 17, 1997 among Medical Consultants Imaging Corp.,
                           Bondcat Corp., Chip-Cat Corp., Medical Consultants' Scanning Systems, Inc., Alliance
                           Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc., and Alliance Imaging, Inc.
 
      10.19          (10) Agreement and Plan of Merger dated as of January 13, 1998 relating to the acquisition of
                           Mobile Technology Inc.
 
      10.20          (12) Securities Purchase Agreement dated as of March 12, 1998 relating to the acquisition of
                           American Shared Hospital Services and CuraCare, Inc.
 
      10.21          (12) Stock Purchase Agreement dated as of March 30, 1998 among the Company, US Diagnostic, Inc.,
                           and Medical Diagnostics, Inc.
 
      10.22          (11) Amendment to Employment Agreement dated as of July 23, 1997 between the Company and Richard
                           N. Zehner.
 
      10.23          (11) Amendment to Employment Agreement dated as of July 23, 1997 between the Company and Vincent
                           S. Pino.
 
      10.24          (13) Amended and Restated Credit Agreement dated September 24, 1998.
 
      27.1           (13) Financial Data Schedule.
</TABLE>
 
------------------------
 
(1) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 16, Exhibits of the Company's Registration Statement on Form S-1,
    No. 33-40805, initially filed on May 24, 1991.
 
(2) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1994.
 
(3) Incorporated by reference herein to exhibit 10.36 filed in response to Item
    6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for the
    quarter ended June 30, 1995.
 
(4) Incorporated by reference herein to exhibits filed with the Company's
    Registration Statement on Form S-1, No. 33-40805, initially filed on May 24,
    1991 and the Company's definitive Proxy Statement with respect to its Annual
    Meeting of Stockholders held May 16, 1996.
 
(5) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1997.
 
                                       19
<PAGE>
(6) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 5, "Exhibits" of the Company's Form 8-K Current Report dated August
    1, 1997.
 
(7) Incorporated by reference to the indicated exhibit filed in response to Item
    21, "Exhibits" of the Company's Registration Statement on Form S-4, No.
    333-33787, initially filed on August 15, 1997.
 
(8) Incorporated by reference to the indicated exhibit filed in response to Item
    6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for the
    quarter ended September 30, 1997.
 
(9) Incorporated by reference to exhibits filed with the Company Registration
    Statement on Form S-2, No. 333-33817.
 
(10) Incorporated by reference to exhibits filed with the Company's Current
    Report on Form 8-K dated January 13, 1998.
 
(11) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 14(a)(3), "Exhibits" of the Company's Annual Report on Form 10-K for
    the year ended December 31, 1997.
 
(12) Incorporated by reference herein to the indicated exhibit filed in response
    to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form 10-Q for
    the quarter ended March 31, 1998.
 
(13) Filed herewith.
 
    (b) Reports on Form 8-K in the third quarter of 1998:
 
    None filed for the quarter ended September 30, 1998.
 
                                       20
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
<TABLE>
<S>                             <C>  <C>
                                ALLIANCE IMAGING, INC.
 
November 12, 1998               By:            /s/ RICHARD N. ZEHNER
                                     -----------------------------------------
                                                 Richard N. Zehner
                                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on November 12, 1998.
 
<TABLE>
<CAPTION>
          SIGANTURE                       TITLE
------------------------------  --------------------------
 
<C>                             <S>
                                Chairman of the Board of
    /s/ RICHARD N. ZEHNER         Directors, Chief
------------------------------    Executive Officer
      Richard N. Zehner           (Principal Executive
                                  Officer)
 
                                Senior Vice President and
      /s/ KENNETH S. ORD          Chief Financial Officer
------------------------------    (Principal Financial
        Kenneth S. Ord            Officer)
</TABLE>
 
                                       21