##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED JUNE
    30,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
    FROM          TO   COMMISSION
    FILE NUMBER
    333-75984-12
 INSIGHT HEALTH SERVICES
    HOLDINGS CORP.
 (Exact name of Registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of 
    incorporation or organization)



04-3570028(I.R.S. Employer
    Identification No.)   26250 ENTERPRISE COURT, SUITE 100, LAKE FOREST, CA

92630(Address of principal executive
    offices)

(Zip code)   (949) 282-6000 (Registrants
    telephone number including area code)
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
    NONE (Title
    of Class)
  o þ
  þ o
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting company)   Rule 12b-2 þ o
  Over-The-Counter
  þ o




---



##### 





INSIGHT
    HEALTH SERVICES HOLDINGS CORP.
    ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


12Item 2.


Properties


21Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


21PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


22Item 6.


Selected Financial Data


23Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


24Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


49Item 8.


Financial Statements and Supplementary Data


51Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


93Item 9A(T).


Controls and Procedures


93Item 9B.


Other Information


93PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


94Item 11.


Executive Compensation


98Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


104Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


106Item 14.


Principal Accounting Fees and Services


107PART IVItem 15.


Exhibits, Financial Statement Schedules


108SIGNATURES


111EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  OVERVIEW
  All references to we, us,
    our, our company the
    Company in this annual report on
    Form 10-K,
    or
    Form 10-K,
    mean InSight Health Services Holdings Corp., a Delaware
    corporation incorporated in 2001, and all entities and
    subsidiaries owned or controlled by InSight Health Services
    Holdings Corp. All references to Holdings in this
    Form 10-K
    mean InSight Health Services Holdings Corp. by itself. All
    references to InSight in this
    Form 10-K
    mean InSight Health Services Corp., a Delaware corporation and a
    wholly owned subsidiary of Holdings, by itself. All references
    to fiscal 2009 mean our fiscal year ended
    June 30, 2009.
        fee-for-service fee-for-service
  (949) 282-6000. Form 10-K Form 10-K
    
 1




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##### Table of Contents



1-800-SEC-0330 http://www.sec.gov.
  Reorganization
  No. 07-10700).
    Segments
  Fixed Operations. fee-for-service day-to-day
  Mobile Operations. fee-for-service
 2




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Additional Information.
  DIAGNOSTIC
    IMAGING TECHNOLOGY
    Magnetic
    Resonance Imaging or MRI
    Computed
    Tomography or CT
    Positron
    Emission Tomography or PET
   3




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Other
    Imaging Technologies
  
    Ultrasound systems use, detect and process high frequency sound
    waves to generate images of soft tissues and internal body
    organs.
    X-ray is the most common energy source used in imaging the body
    and is now employed in conventional x-ray systems, CT and
    digital x-ray systems.
    Mammography is a low-level conventional examination of the
    breasts, primarily for detecting lesions in the breast that may
    be too small or deeply buried to be felt in a regular breast
    examination.
    Bone densitometry uses an advanced technology called dual-energy
    x-ray absorptiometry, or DEXA, which safely, accurately and
    painlessly measures bone density and the mineral content of bone
    for the diagnosis of osteoporosis.  STRATEGY
    
    During the fiscal year ended June 30, 2008, we closed three
    fixed-site centers and sold seven fixed-site centers in
    California and our majority ownership interest in a joint
    venture that operated a fixed-site center in Ohio.
    During fiscal 2009, we sold eight fixed-site centers (six in
    California, one in Illinois and one in Tennessee), and equity
    interests in three joint ventures that operated five fixed-site
    centers (four in New York and one in California). In addition,
    we closed three fixed-site centers (two in California and one in
    Arizona) during fiscal 2009.
    During fiscal 2009, we acquired two fixed-site centers in
    Massachusetts and two fixed-site centers in Arizona.
    In July 2009, we sold two fixed-site centers in Pennsylvania.    and/or
 4




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##### Table of Contents



BUSINESS
    DEVELOPMENT
      
    broadening our physician referral base and generating new
    sources of revenues through selective marketing activities;
    focusing our marketing efforts on attracting additional managed
    care customers;
    emphasizing quality of care and convenience to our
    customers; and
    expanding current imaging applications of existing modalities to
    increase overall procedure volume.    
    seeking to develop new fixed-site centers, mobile routes, and
    joint ventures with hospitals or radiologists and making
    disciplined acquisitions where attractive returns on investment
    can be achieved and sustained; and
    seeking opportunities to exit underperforming businesses or
    businesses in non-core markets and redeploying such capital to
    achieve more attractive returns.    GOVERNMENT
    REGULATION
    Federal False Claims Act:
 5




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
    Failure to comply with the many technical billing requirements
    applicable to our Medicare and Medicaid business.
    Failure to comply with Medicare requirements concerning the
    circumstances in which a hospital, rather than we, must bill
    Medicare for diagnostic imaging services we provide to
    outpatients treated by the hospital.
    Failure of our hospital customers to accurately identify and
    report our reimbursable and allowable services to Medicare.
    Failure to comply with the prohibition against billing for
    services ordered or supervised by a physician who is excluded
    from any federal healthcare program, or the prohibition against
    employing or contracting with any person or entity excluded from
    any federal healthcare program.
    Failure to comply with the Medicare physician supervision
    requirements for the services we provide, or the Medicare
    documentation requirements concerning physician supervision.
    The past conduct of the businesses we have acquired.      Anti-kickback Statutes:
 6




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##### Table of Contents



Civil Money Penalty Law and Other Federal
    Statutes:
      Health Insurance Portability and Accountability
    Act:
  Stark and State Physician Self-Referral
    Laws:
    and/or
   7




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FDA:
    Radiologist and Facility Licensing:
  Liability Insurance:
 8




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##### Table of Contents



Independent Diagnostic Treatment
    Facilities:
  Certificates of Need: and/or
  Environmental, Health and Safety Laws:
  SALES AND
    MARKETING
    COMPETITION
    on-site
 9




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##### Table of Contents



CUSTOMERS
    AND CONTRACTS
  fee-for-service fee-for-service
    DIAGNOSTIC
    IMAGING AND OTHER EQUIPMENT
    and/or
    INFORMATION
    SYSTEMS
   10




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COMPLIANCE
    PROGRAM
    EMPLOYEES
    FORWARD-LOOKING
    STATEMENTS DISCLOSURE
  Form 10-K Form 10-K
  Form 10-K. Form 10-K Form 10-K,
  
    our ability to successfully implement our core market strategy;
    overcapacity and competition in our markets;
    reductions, limitations and delays in reimbursement by
    third-party payors;
    contract renewals and financial stability of customers;
    changes in the nature of commercial health care insurance
    arrangements, so that individuals bear greater financial
    responsibility through high deductible plans, co-insurance and
    co-payments;
    conditions within the healthcare environment;
    the potential for rapid and significant changes in technology
    and their effect on our operations;
    operating, legal, governmental and regulatory risks;
    conditions within the capital markets, including liquidity and
    interest rates; and
    economic (including financial and employment markets), political
    and competitive forces affecting our business, and the
    countrys economic condition as a whole. 11




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ITEM 1A.
    RISK
    FACTORS  Form 10-K,
  RISKS
    RELATING TO OUR INDEBTEDNESS
  Our
    substantial indebtedness could adversely affect our financial
    condition.
    
    making it more difficult for us to satisfy our obligations with
    respect to the floating rate notes and our other debt;
    limiting our ability to obtain additional financing to fund
    future working capital, capital projects, acquisitions or other
    general corporate requirements;
    requiring a substantial portion of our cash flows to be
    dedicated to debt service payments instead of other purposes;
    increasing our vulnerability to general adverse economic and
    industry conditions;
    limiting our flexibility in planning for, or reacting to,
    changes in our business and the markets in which we operate;
    placing us at a competitive disadvantage compared to our
    competitors that have stronger capital structures, more
    flexibility in operating their businesses and greater access to
    capital; and
    increasing our cost of borrowing.  We may
    be unable to service our debt.
     12




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##### Table of Contents



Our
    operations may be restricted by the terms of our debt, which
    could adversely affect us and increase our credit
    risk.
    
    incur more debt;
    create liens;
    pay dividends and make distributions or repurchase stock;
    make certain investments;
    merge, consolidate or transfer or sell assets; and
    engage in transactions with affiliates.    We may
    not have sufficient funds to purchase all outstanding floating
    rate notes and our other debt upon a change of
    control.
    If
    there is a default under the agreements governing our material
    indebtedness, the value of our assets may not be sufficient to
    repay our creditors.
   13




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We may
    be unable to obtain necessary capital to finance certain
    projects or refinance our existing indebtedness because of
    conditions in the financial markets and economic conditions
    generally.
    Increases
    in interest rates could adversely affect our financial condition
    and results of operations.
    RISKS
    RELATING TO OUR BUSINESS
  Changes
    in the rates or methods of third-party reimbursements for our
    services could result in reduced demand for our services or
    create downward pricing pressure, which would result in a
    decline in our revenues and adversely affect our financial
    condition and results of operations.
   14




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Negative
    trends could continue to adversely affect our financial
    condition and results of operations.
    If we
    are unable to renew our existing customer contracts on favorable
    terms or at all, our financial condition and results of
    operations would be adversely affected.
    We
    have experienced, and will continue to experience, competition
    from hospitals, physician groups and other diagnostic imaging
    companies and this competition could adversely affect our
    financial condition and results of operations.
   15




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Our
    failure to effectively integrate acquisitions and establish
    joint venture arrangements through partnerships with hospitals
    and other healthcare providers could impair our
    business.
      
    demands on management related to the increase in our size after
    an acquisition;
    the diversion of our managements attention from daily
    operations to the integration of operations;
    integration of information systems;
    risks associated with unanticipated events or liabilities;
    difficulties in the assimilation and retention of employees;
    potential adverse effects on operating results;
    challenges in retaining customers and referral sources; and
    amortization or write-offs of acquired intangible assets.    Our
    efforts to implement initiatives to enhance revenues and reduce
    costs may not be adequate or successful.
    Consolidation
    in the imaging industry could adversely affect our financial
    condition and results of operations.
   16




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##### Table of Contents



state-of-the-art
  Failure
    to attract and retain qualified employees and contracted
    radiologists could hinder our business strategy and negatively
    impact our financial condition and results of
    operations.
    Managed
    care organizations may limit healthcare providers from using our
    services, causing us to lose procedural volume.
    Technological
    change in our industry could reduce the demand for our services
    and our ability to maintain a competitive
    position.
    Because
    a high percentage of our operating expenses are fixed, a
    relatively small decrease in revenues could have a significant
    negative impact on our financial condition and results of
    operations.
   17




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We may
    be subject to professional liability risks which could be costly
    and negatively impact our financial condition and results of
    operations.
      Our
    PET and PET/CT service and some of our other imaging services
    require the use of radioactive materials, which could subject us
    to regulation, related costs and delays and potential
    liabilities for injuries or violations of environmental, health
    and safety laws.
    We may
    not receive payment from some of our healthcare provider
    customers because of their financial
    circumstances.
    We may
    be unable to generate revenue when our equipment is not
    operational.
   18




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Natural
    disasters and harsh weather conditions could adversely affect
    our business and operations.
      High
    fuel costs would adversely affect our financial condition and
    results of operations.
    If we
    fail to comply with various licensure, certification and
    accreditation standards we may be subject to loss of licensure,
    certification or accreditation which would adversely affect our
    financial condition and results of operations.
     19




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RISKS
    RELATING TO GOVERNMENT REGULATION OF OUR
    BUSINESS
  Complying
    with federal and state regulations pertaining to our business is
    an expensive and time-consuming process, and any failure to
    comply could result in substantial penalties and adversely
    affect our ability to operate our business and our financial
    condition and results of operations.
    
    the federal False Claims Act;
    the federal Medicare and Medicaid Anti-kickback Law, and state
    anti-kickback prohibitions;
    the federal Civil Money Penalty law;
    the Health Insurance Portability and Accountability Act of 1996
    and other state and federal legislation dealing with patient
    privacy;
    the federal physician self-referral prohibition commonly known
    as the Stark Law and the state law equivalents of the Stark Law;
    state laws that prohibit the practice of medicine by
    non-physicians, and prohibit fee-splitting arrangements
    involving physicians;
    Food and Drug Administration requirements;
    state licensing and certification requirements, including
    certificates of need; and
    federal and state laws governing the diagnostic imaging
    equipment used in our business concerning patient safety,
    equipment operating specifications and radiation exposure levels.    The
    regulatory and political framework is uncertain and
    evolving.
     20




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RISKS
    RELATED TO RELATIONSHIPS WITH STOCKHOLDERS, AFFILIATES AND
    RELATED PARTIES
  A
    small number of stockholders may control a significant portion
    of Holdings common stock.
    
    authorize additional shares of Holdings capital stock;
    amend Holdings certificate of incorporation or bylaws;
    elect Holdings directors; or
    effect or reject a merger, sale of assets or other fundamental
    transaction.    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   21




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Over-The-Counter
  mark-up,
  2009

2008Low

High

Low

HighFirst Quarter

$
0.08


$
0.63


$
4.00


$
12.50Second Quarter


0.01



0.20



3.00



9.00Third Quarter


0.02



0.55



0.75



3.25Fourth Quarter


0.03



0.28



0.25



1.01  22




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  90-7, SOP 90-7.
    Successor

PredecessorYear

Eleven Months

One MonthEnded

Ended

EndedJune 30,

June 30,

July 31,

Years Ended June 30,2009

2008

2007

2007

2006

2005(Amounts in thousands)STATEMENT OF OPERATIONS DATA:Revenues

$
229,250


$
242,585


$
22,362


$
286,914


$
306,298


$
316,873Costs of operations


216,212



237,031



20,550



261,426



271,272



268,157Interest expense, net


30,164



32,480



2,918



52,780



50,754



44,860Net (loss) income(1)(2)(3)


(19,754
)


(169,185
)


196,326



(99,041
)


(210,218
)


(27,217
)Net (loss) income per common share:Basic

$
(2.29
)

$
(19.57
)

$
227.23


$
(114.63
)

$
(243.31
)

$
(31.50
)Diluted


(2.29
)


(19.57
)


227.23



(114.63
)


(243.31
)


(31.50
)   June 30,

June 30,2009

2008

2007

2006

2005BALANCE SHEET DATA:Working capital

$
17,475


$
28,207


$
24,567


$
34,550


$
36,068Property and equipment, net


79,837



113,684



144,823



181,026



209,461Goodwill and other intangible assets


24,878



24,370



95,084



125,936



314,989Total assets


176,124



217,691



323,051



408,204



624,523Total long-term liabilities


292,299



312,915



517,200



504,360



512,608Stockholders (deficit) equity


(153,922
)


(130,712
)


(241,432
)


(141,893
)


67,724     (1)
    
    No cash dividends have been paid on Holdings common stock
    for the periods indicated above.(2)
    
    Includes impairment charges related to our other intangible
    assets of approximately $4.6 million for fiscal 2009,
    goodwill and other intangible assets of approximately
    $119.8 million for the eleven months ended June 30,
    2008, goodwill of approximately $29.6 million for the year
    ended June 30, 2007, and goodwill and other intangible
    assets of approximately $190.8 million for the year ended
    June 30, 2006.(3)
    
    Includes reorganization items, net of approximately
    $199.0 million of income for the one month ended
    July 31, 2007 and approximately $17.5 million of
    expense for the year ended June 30, 2007, respectively. 23




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K. Form 10-K,
  Overview
            Core Market Strategy.
 24




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
    During the fiscal year ended June 30, 2008, we closed three
    fixed-site centers and sold seven fixed-site centers in
    California and our majority ownership interest in a joint
    venture that operated a fixed-site center in Ohio.
    During fiscal 2009, we sold eight fixed-site centers (six in
    California, one in Illinois and one in Tennessee), and equity
    interests in three joint ventures that operated five fixed-site
    centers (four in New York and one in California). In addition,
    we closed three fixed-site centers (two in California and one in
    Arizona) during fiscal 2009.
    During fiscal 2009, we acquired two fixed-site centers in
    Massachusetts and two fixed-site centers in Arizona.
    In July 2009, we sold two fixed-site centers in Pennsylvania.    and/or
  Initiatives.
  
    Revenue enhancement initiatives will focus on our sales and
    marketing efforts to maintain or improve our procedural volume
    and contractual rates, and our InSight Imaging Solutions
    initiative discussed below.
    Revenue cycle management initiatives have and will continue to
    focus on collections at point of service for patients with
    commercial insurance, technology improvements to create greater
    efficiency in the gathering of patient and claim information
    when a procedure is scheduled or completed, and the initiative
    with Perot Systems Corporation discussed below.
    Cost reduction initiatives have and will continue to focus on
    streamlining our organizational structure and expenses including
    enhancing and leveraging our technology to create greater
    efficiencies, and leveraging relationships with strategic
    vendors.    start-up
 25




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##### Table of Contents



Reorganization
  No. 07-10700).
    Segments
    Fixed Operations: fee-for-service
  
    attract and maintain patient referrals from physician groups and
    hospitals;
    maximize procedural volume, which includes ensuring that a
    patient attends his or her scheduled procedure;
    appropriately billing and collecting directly from patients
    their share of the procedure charge (i.e., co-payment,
    co-insurance
    and/or
    deductible);
    maintain our existing contracts and enter into new ones with
    managed care organizations and commercial insurance
    carriers; and
    acquire or develop new fixed-site centers. 26




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Mobile Operations: fee-for-service
  
    establish new mobile customers within our core markets;
    structure efficient mobile routes that maximize equipment
    utilization and reduce vehicle operations costs;
    timely collect payments from our mobile customers some of which
    face financial liquidity and stability concerns; and
    renew existing contracts with our mobile customers.  Negative
    Trends
    
    overcapacity in the diagnostic imaging industry;
    reductions in reimbursement from certain third-party payors
    including Medicare;
    reductions in compensation paid by our mobile customers;
    shifting of health care costs from private insurers and
    employers to patients, who may elect to delay or forego medical
    procedures;
    lower revenues due to our aging equipment in both of our
    operating segments;
    competition from other mobile and fixed-site providers;
    competition from equipment manufacturers;
    loss of revenues from former referral sources that invested in
    their own diagnostic imaging equipment; and
    loss of revenues from former mobile customers that invested in
    their own diagnostic imaging equipment.    Reimbursement
  Medicare.
     27




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28




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##### Table of Contents



Medicaid.
  Managed Care and Private Insurance. and/or
         29




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Revenues
  fee-for-service
        fee-for-service
   30




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Percentage
    of Total Revenues
  Hospitals, physician groups and other healthcare providers(1) (2)






48
%Managed care and insurance






37
%Medicare






10
%Medicaid






2
%Workers compensation and other including self pay patients






3
%     (1)
    
    We have one healthcare provider that accounted for approximately
    7% of our total revenues during the year ended June 30,
    2009. During the fourth quarter of fiscal year 2009, we closed a
    fixed-site center related to this healthcare provider. As a
    result, revenues from this healthcare provider will decline in
    the future. No other single hospital, physician group or other
    healthcare provider accounted for more than 5% of our total
    revenues.(2)
    
    These payors principally represent our contract services or
    wholesale operations.    120 DaysCurrent


30 Days


60 Days


90 Days


and Older


Total(Unaudited)Hospitals, physician groups and other healthcare providers

$
8,627


$
3,116


$
1,092


$
280


$
326


$
13,441Managed care and insurance


14,115



4,204



2,318



1,231



3,450



25,318Medicare/Medicaid


4,223



1,087



522



283



733



6,848Workers compensation


1,023



619



383



222



562



2,809Other, including self-pay patients


117



71



57



58



(148
)


155Trade accounts receivables


28,105



9,097



4,372



2,074



4,923



48,571Less: Allowances for professional fees


(3,207
)


(931
)


(529
)


(291
)


(696
)


(5,654
)Allowances for contractual adjustments


(8,892
)


(2,523
)


(1,330
)


(47
)


(127
)


(12,919
)Allowances for doubtful accounts


(236
)


(94
)


(472
)


(1,033
)


(2,569
)


(4,404
)Trade accounts receivables, net

$
15,770


$
5,549


$
2,041


$
703


$
1,531


$
25,59462
%


22
%


8
%


3
%


6
%


100
%     Operating
    Expenses
   31




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##### Table of Contents



Results
    of Operations
  SOP 90-7.
      Years Ended June 30,2009


2008


2007(Successor)


(Combined)


(Predecessor)REVENUES:Contract services

$
106,130


$
118,995


$
128,693Patient services


123,120



145,952



158,221Total revenues


229,250



264,947



286,914COSTS OF OPERATIONS:Costs of services


155,657



183,230



192,599Provision for doubtful accounts


4,021



6,179



5,643Equipment leases


10,950



10,006



6,144Depreciation and amortization


45,584



58,166



57,040Total costs of operations


216,212



257,581



261,426CORPORATE OPERATING EXPENSES


(21,564
)


(27,422
)


(25,496
)EQUITY IN EARNINGS OF UNCONSOLIDATED PARTNERSHIPS


2,642



2,065



3,030INTEREST EXPENSE, net


(30,164
)


(35,398
)


(52,780
)GAIN (LOSS) ON SALES OF CENTERS


7,885



(644
)


GAIN ON PURCHASE OF NOTES PAYABLE


12,065







IMPAIRMENT OF GOODWILL






(107,405
)


(29,595
)IMPAIRMENT OF OTHER LONG-LIVED ASSETS


(5,308
)


(12,366
)


Loss before reorganization items and income taxes


(21,406
)


(173,804
)


(79,353
)REORGANIZATION ITEMS, net






198,998



(17,513
)Income (loss) before income taxes


(21,406
)


25,194



(96,866
)(BENEFIT) PROVISION FOR INCOME TAXES


(1,652
)


(1,947
)


2,175Net income (loss)

$
(19,754
)

$
27,141


$
(99,041
)  32




---



##### Table of Contents



Years Ended June 30,2009

2008

2007(Successor)

(Combined)

(Predecessor)REVENUES


100.0
%


100.0
%


100.0
%COSTS OF OPERATIONS:Costs of services


67.9



69.2



67.1Provision for doubtful accounts


1.7



2.3



2.0Equipment leases


4.8



3.7



2.1Depreciation and amortization


19.9



22.0



19.9Total costs of operations


94.3



97.2



91.1CORPORATE OPERATING EXPENSES


(9.4
)


(10.3
)


(8.9
)EQUITY IN EARNINGS OF UNCONSOLIDATED PARTNERSHIPS


1.2



0.8



1.1INTEREST EXPENSE, net


(13.2
)


(13.5
)


(18.5
)GAIN (LOSS) ON SALES OF CENTERS


3.4



(0.2
)


GAIN ON PURCHASE OF NOTES PAYABLE


5.3







IMPAIRMENT OF GOODWILL






(40.5
)


(10.3
)IMPAIRMENT OF OTHER LONG-LIVED ASSETS


(2.3
)


(4.7
)


Loss before reorganization items and income taxes


(9.3
)


(65.6
)


(27.7
)REORGANIZATION ITEMS, net






75.1



(6.1
)Income (loss) before income taxes


(9.3
)


9.5



(33.8
)(BENEFIT) PROVISION FOR INCOME TAXES


(0.7
)


(0.7
)


0.8Net income (loss)


(8.6
)%


10.2
%


(34.6
)%  33




---



##### Table of Contents



Years
    ended June 30, 2009 and 2008
    Years Ended June 30,2009


2008(Successor)


(Combined)RevenuesFixed operations

$
139,252
(1)

$
168,805
(2)Mobile operations


89,998



96,142Total

$
229,250


$
264,947Costs of OperationsFixed operations

$
121,754
(3)

$
151,391
(4)Mobile operations


82,048



92,316Other


12,410



13,874Total

$
216,212


$
257,581     (1)
    
    Includes $18,079 of revenues attributable to fixed-site centers
    that we disposed or acquired during fiscal 2009.(2)
    
    Includes $34,263 of revenues attributable to fixed-site centers
    that we disposed of during fiscal 2009 and $12,021 of revenues
    attributable to fixed-site centers that we disposed of during
    the period from July 1, 2007 to June 30, 2008.(3)
    
    Includes $17,272 of costs attributable to fixed-site centers
    that we disposed or acquired during fiscal 2009.(4)
    
    Includes $29,570 of costs attributable to fixed-site centers
    that we disposed of during fiscal 2009 and $16,181 of costs
    attributable to fixed-site centers that we disposed of during
    the period from July 1, 2007 to June 30, 2008.  Revenues:
       34




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##### Table of Contents



Costs of services:
      Provision for doubtful accounts:
  Equipment leases:
  Depreciation and amortization:
  Corporate Operating Expenses:
  Equity in Earnings of Unconsolidated
    Partnerships:
  Interest Expense, net:
 35




---



##### Table of Contents



Gain on Sales of Centers:
  Gain on Purchase of Notes Payable:
  Impairment of Assets:
    Loss before Reorganization Items, net and Income
    Taxes:
 ConsolidatedLoss before reorganization items, net and income taxes Year ended June 30, 2008

$
(173,804
)Decrease in existing centers and facilities revenues


(7,492
)Decrease in existing centers and facilities costs of services


6,335Increase in existing centers and facilities equipment leases


(1,497
)Decrease in existing centers and facilities depreciation and
    amortization


6,851Decrease in existing centers and facilities provision for
    doubtful accounts


1,202Decrease in interest expense, net


5,234Impact of centers sold, closed or acquired


273Impairment of tangible and intangible assets


114,463Decrease in corporate operating expenses


5,858Increase in equity in earnings of unconsolidated partnerships


577Gain on sales of centers


8,529Gain on purchase of notes payable


12,065Loss before reorganization items, net and income taxes Year ended June 30, 2009

$
(21,406
)   Reorganization Items, net: SOP 90-7
 36




---



##### Table of Contents



Benefit for Income Taxes:
  Years
    Ended June 30, 2008 and 2007
    Years Ended June 30,2008


2007(Combined)


(Predecessor)RevenuesFixed operations

$
168,805
(1)

$
180,115
(2)Mobile operations


96,142



106,799Total

$
264,947


$
286,914Costs of OperationsFixed operations

$
151,391
(3)

$
151,447
(4)Mobile operations


92,316



91,345Other


13,874



18,634Total

$
257,581


$
261,426     (1)
    
    Includes $12,021 of revenues attributable to fixed-site centers
    we disposed of during the period from July 1, 2007 to
    June 30, 2008(2)
    
    Includes $17,417 of revenues attributable to fixed-site centers
    that we disposed of during the period from July 1, 2007 to
    June 30, 2008 and $646 of revenues attributable to
    fixed-site centers that we disposed of during the period from
    July 1, 2006  June 30, 2007.(3)
    
    Includes $16,181 of costs attributable to fixed-site centers
    that we disposed of during the period from July 1, 2007 to
    June 30, 2008.(4)
    
    Includes $19,315 of costs attributable to fixed-site centers
    that we disposed of during the period from July 1, 2007 to
    June 30, 2008 and $1,572 of costs attributable to
    fixed-site centers that we disposed of during the period from
    July 1, 2006 to June 30, 2007.  Revenues:
     37




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##### Table of Contents



Costs of Services:
        Provision for doubtful accounts:
  Equipment leases:
  Depreciation and amortization:
  Corporate Operating Expenses:
 38




---



##### Table of Contents



Equity in Earnings of Unconsolidated
    Partnerships:
  Interest Expense, net:
  Loss on Sales of Centers:
  Impairment of Goodwill and Other Intangible
    Assets: Form 10-K.
  Loss Before Reorganization Items, net and Income
    Taxes:
  ConsolidatedLoss before reorganization items, net and income taxes Year ended June 30, 2007

$
(79,353
)Decrease in existing centers and facilities revenues


(13,296
)Decrease in existing centers and facilities costs of services


5,294Increase in existing centers and facilities equipment leases


(3,934
)Increase in existing centers and facilities depreciation and
    amortization


(1,116
)Increase in existing centers and facilities provision for
    doubtful accounts


(621
)Decrease in interest expense, net


17,382Impact of centers sold, closed or acquired


(1,688
)Impact of deficit reduction act


(2,760
)Increase in Impairment of intangible assets


(90,176
)Increase in corporate operating expenses


(1,926
)Decrease in equity in earnings of unconsolidated partnerships


(965
)Loss on sales of centers


(644
)Loss before reorganization items, net and income taxes Year ended June 30, 2008

$
(173,804
)   Reorganization Items, net: SOP 90-7 SOP 90-7
  Provision (Benefit) for Income
    Taxes:
 39




---



##### Table of Contents



Financial
    Condition, Liquidity and Capital Resources
    
    a reduction in our borrowing base, and therefore a decline in
    the amounts available under our credit facility;
    difficulty funding our capital projects;
    more stringent financing from equipment manufacturers and other
    financing resources; and
    an inability to refinance our floating rate notes in November
    2011.  Liquidity:
    
    Revenue enhancement initiatives will focus on our sales and
    marketing efforts to maintain or improve our procedural volume
    and contractual rates, and our InSight Imaging Solutions
    initiative.
    Revenue cycle management initiatives have and will continue to
    focus on collections at point of service for patients with
    commercial insurance, technology improvements to create greater
    efficiency in the gathering of patient and claim information
    when a procedure is scheduled or completed, and our initiative
    with Perot Systems Corporation.
    Cost reduction initiatives have and will continue to focus on
    streamlining our organizational structure and expenses including
    enhancing and leveraging our technology to create greater
    efficiencies, and leveraging relationships with strategic
    vendors.   40




---



##### Table of Contents




    interest payments relating to the floating rate notes and credit
    facility;
    capital projects;
    working capital requirements;
    potential acquisitions; and
    potential purchases of portions of the floating rate notes.        
    the procedural volume of patients at our fixed-site centers;
    the reimbursement we receive for our services;
    the demand for our mobile services;
    our ability to control expenses;
    our ability to collect our trade accounts receivables from
    third-party payors, hospitals, physician groups, other
    healthcare providers and patients; and
    our ability to implement steps to improve our financial
    performance.    Years Ended June 30,2009


2008


2007(Successor)


(Combined)


(Predecessor)Net cash provided by operating activities

$
18,101


$
3,564


$
9,065Net cash used in investing activities


(8,722
)


(7,218
)


(16,045
)Net cash provided by (used in) financing activities


(10,741
)


3,824



(396
)Increase (decrease) in cash and cash equivalents

$
(1,362
)

$
170


$
(7,376
)      41




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##### Table of Contents



Years Ended June 30,2009


2008


2007(Successor)


(Combined)


(Predecessor)Net cash provided by operating activities

$
18,101


$
3,564


$
9,065Cash used for reorganization items






8,027



11,367(Benefit) provision for income taxes


(1,652
)


(1,947
)


2,175Interest expense, net


30,164



35,398



52,780Amortization of bond discount


(5,375
)


(4,522
)


Share-based compensation


(73
)


(15
)


Amortization of deferred financing costs






(145
)


(3,158
)Equity in earnings of unconsolidated partnerships


2,642



2,065



3,030Distributions from unconsolidated partnerships


(2,645
)


(2,621
)


(3,008
)Net change in operating assets and liabilities


(3,685
)


(1,493
)


(12,189
)Net change in deferred income taxes


2,223



1,864



Adjusted EBITDA

$
39,700


$
40,175


$
60,062  42




---



##### Table of Contents



Mobile


Fixed


Other


ConsolidatedYear Ended June 30, 2009 (Successor)Income (loss) before reorganization items and income taxes

$
2,998


$
25,121


$
(49,525
)

$
(21,406
)Interest expense, net


954



1,594



27,616



30,164Depreciation and amortization


21,355



20,825



3,404



45,584Impairment of long-lived assets


4,600



708







5,308Gain on sales of centers






(7,885
)






(7,885
)Gain on purchase of floating rate notes










(12,065
)


(12,065
)Adjusted EBITDA

$
29,907


$
40,363


$
(30,570
)

$
39,700Year Ended June 30, 2008 (Combined)Loss before reorganization items and income taxes

$
(69,577
)

$
(32,528
)

$
(71,699
)

$
(173,804
)Interest expense, net


2,100



2,895



30,403



35,398Depreciation and amortization


25,104



27,983



5,079



58,166Impairment of goodwill


62,848



44,557







107,405Impairment of long-lived assets


8,605



3,761







12,366Loss on sales of centers






644







644Adjusted EBITDA

$
29,080


$
47,312


$
(36,217
)

$
40,175   Years
    Ended June 30, 2009 and 2008
        Years
    Ended June 30, 2008 and 2007
   43




---



##### Table of Contents



Capital Projects:
  Floating Rate Notes and Credit Facility:
       44




---



##### Table of Contents



Contractual Commitments:
  Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 YearsLong-term debt obligations

$
294,130


$
393


$
293,737


$



$
Capital lease obligations


4,535



1,771



2,322



442



Operating lease obligations


40,877



13,487



19,092



5,999



2,299Purchase commitments


10,332



10,332











Total contractual obligations

$
349,874


$
25,983


$
315,151


$
6,441


$
2,299     Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies and Estimates
  Form 10-K Form 10-K.
 45




---



##### Table of Contents



Reorganization value and equity value:
    
    the market value of Holdings 8,644,444 shares of
    common stock from August 3, 2007, the date the shares first
    traded after consummation of the confirmed plan of
    reorganization, through September 30, 2007. The value range
    of Holdings common stock was estimated from a low of
    $35 million (based on $4 per share) to a high of
    $61 million (based on $7 per share). The range of
    enterprise value to correspond with the foregoing range would be
    from a low of $357 million to a high of $383 million.
    Management recognized that the common stock valuation approach
    may have been somewhat limited because the shares of common
    stock issued after the consummation of the confirmed plan of
    reorganization did not necessarily have the same liquidity as
    shares issued in connection with an underwritten public
    offering. Nevertheless, management primarily relied on this
    valuation method because (i) orderly observable trading
    activity in the common stock, though limited in volume, did take
    place, (ii) the trading activity did not indicate that the
    transactions were forced or distressed sales, and (iii) as
    articulated by the hierarchy of inputs set forth in
    SFAS 157, observable inputs (regardless as to whether an
    active market exists) generally are more useful in calculating
    fair value than unobservable inputs, which require a reporting
    entity to develop its own assumptions.
    the market value of the $194.5 million of senior
    subordinated notes for a period of time leading up to
    cancellation of such debt on the date of the consummation of the
    confirmed plan of reorganization. The value range of
    InSights senior subordinated notes was estimated from a
    low of $65 million to a high of $74 million during an
    approximately 30 day period of time leading up to the date
    of consummation of the plan. The range of enterprise value to
    correspond with the foregoing range would be from a low of
    $387 million to a high of $396 million.       46




---



##### Table of Contents



Form 10-K.
  Form 10-K.
  Goodwill and Other Intangible Assets:
      New
    Pronouncements
   47




---



##### Table of Contents



48




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Interest
    Rate Risk
           49




---



##### Table of Contents



Inflation
    Risk
   50




---



##### Table of Contents



PART II
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIES
  Index to
    Consolidated Financial Statements
 For the
    Years Ended June 30, 2009, 2008 and 2007
  Page NumberREPORTS OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


52CONSOLIDATED BALANCE SHEETS


54CONSOLIDATED STATEMENTS OF OPERATIONS


55CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)


56CONSOLIDATED STATEMENTS OF CASH FLOWS


57NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS


58SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS


113   Rule 3-10 Regulation S-X,
 51




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm        /s/  PRICEWATERHOUSECOOPERS LLPOrange County, CaliforniaSeptember 21, 2009  52




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
        /s/  PRICEWATERHOUSECOOPERS LLPOrange County, CaliforniaSeptember 25, 2008  53




---



##### Table of Contents



INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS

AS
    OF JUNE 30, 2009 AND 2008  2009


2008(Amounts in thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,640


$
21,002Trade accounts receivables, net


25,594



34,494Other current assets


9,988



8,199Total current assets


55,222



63,695ASSETS HELD FOR SALE


2,700



PROPERTY AND EQUIPMENT, net


79,837



113,684CASH, restricted


6,488



8,072INVESTMENTS IN PARTNERSHIPS


6,791



6,794OTHER ASSETS


208



1,076GOODWILL AND OTHER INTANGIBLE ASSETS, net


24,878



24,370$
176,124


$
217,691LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current portion of notes payable

$
242


$
624Current portion of capital lease obligations


1,468



1,743Accounts payable and other accrued expenses


36,037



33,121Total current liabilities


37,747



35,488LONG-TERM LIABILITIES:Notes payable, less current portion


279,726



294,724Capital lease obligations, less current portion


2,589



4,631Other long-term liabilities


3,192



4,545Deferred income taxes


6,792



9,015Total long-term liabilities


292,299



312,915COMMITMENTS AND CONTINGENCIES (Note 13)STOCKHOLDERS DEFICIT:Common stock, $.001 par value, 10,000,000 shares
    authorized, 8,644,444 shares issued and outstanding


9



9Additional paid-in capital


37,536



37,463Accumulated other comprehensive (loss) income


(2,528
)


1,001Accumulated deficit


(188,939
)


(169,185
)Total stockholders deficit


(153,922
)


(130,712
)$
176,124


$
217,691    54




---



##### Table of Contents



INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2009, THE ELEVEN
    MONTHS ENDED JUNE 30, 2008,
    THE ONE MONTH ENDED JULY 31, 2007 AND THE YEAR ENDED JUNE 30,
    2007
    (Amounts in thousands, except per share data)  Successor



PredecessorYear


Eleven Months



One Month


YearEnded


Ended



Ended


EndedJune 30,


June 30,



July 31,


June 30,2009


2008



2007


2007REVENUES:Contract services

$
106,130


$
108,944



$
10,051


$
128,693Patient services


123,120



133,641




12,311



158,221Total revenues


229,250



242,585




22,362



286,914COSTS OF OPERATIONS:Costs of services


155,657



168,297




14,933



192,599Provision for doubtful accounts


4,021



5,790




389



5,643Equipment leases


10,950



9,246




760



6,144Depreciation and amortization


45,584



53,698




4,468



57,040Total costs of operations


216,212



237,031




20,550



261,426CORPORATE OPERATING EXPENSES


(21,564
)


(25,744
)



(1,678
)


(25,496
)EQUITY IN EARNINGS OF UNCONSOLIDATED PARTNERSHIPS


2,642



1,891




174



3,030INTEREST EXPENSE, net


(30,164
)


(32,480
)



(2,918
)


(52,780
)GAIN (LOSS) ON SALES OF CENTERS


7,885



(644
)







GAIN ON PURCHASE OF NOTES PAYABLE


12,065












IMPAIRMENT OF GOODWILL






(107,405
)







(29,595
)IMPAIRMENT OF OTHER LONG-LIVED ASSETS


(5,308
)


(12,366
)







Loss before reorganization items and income taxes


(21,406
)


(171,194
)



(2,610
)


(79,353
)REORGANIZATION ITEMS, net











198,998



(17,513
)(Loss) income before income taxes


(21,406
)


(171,194
)



196,388



(96,866
)(BENEFIT) PROVISION FOR INCOME TAXES


(1,652
)


(2,009
)



62



2,175Net (loss) income

$
(19,754
)

$
(169,185
)


$
196,326


$
(99,041
)Basic and diluted (loss) income per common share

$
(2.29
)

$
(19.57
)


$
227.23


$
(114.63
)Weighted average number of basic and diluted common shares
    outstanding


8,644



8,644




864



864  55




---



##### Table of Contents



INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)FOR THE YEAR ENDED JUNE 30, 2009, THE ELEVEN
    MONTHS ENDED JUNE 30, 2008,
    THE ONE MONTH ENDED JULY 31, 2007 AND THE YEAR ENDED JUNE 30,
    2007  AccumulatedAdditional


Other


RetainedCommon Stock


Paid-in


Comprehensive


EarningsShares


Amount


Capital


Gain (Loss)


(Deficit)


Total(Amounts in thousands, except share data)BALANCE AT JUNE 30, 2006


864,444


$
1


$
87,085


$
601


$
(229,580
)

$
(141,893
)Net loss


















(99,041
)


(99,041
)Other comprehensive income:Unrealized loss attributable to change in fair value of
    derivative














(498
)






(498
)Comprehensive loss






















(99,539
)BALANCE AT JUNE 30, 2007


864,444



1



87,085



103



(328,621
)


(241,432
)Net income from July 1 to July 31, 2007


















196,326



196,326Fresh-start adjustments:Elimination of Predecessor common stock, additional paid-in
    capital, accumulated other comprehensive income and accumulated
    deficit


(864,444
)


(1
)


(87,085
)


(103
)


132,295



45,106Reorganization value ascribed to Successor










37,456











37,456BALANCE AT JULY 31, 2007 (PREDECESSOR)










37,456











37,456Issuance of 864,444 shares of common stock to existing
    stockholders


864,444



1















1Issuance of 7,780,000 shares of common stock to holders of
    senior subordinated notes


7,780,000



8



(8
)










Share-based compensation










15











15Net loss from August 1, 2007 to June 30, 2008


















(169,185
)


(169,185
)Other comprehensive income:Unrealized gain attributable to change in fair value of
    derivative














1,001







1,001Comprehensive loss






















(168,184
)BALANCE AT JUNE 30, 2008 (SUCCESSOR)


8,644,444



9



37,463



1,001



(169,185
)


(130,712
)Net loss


















(19,754
)


(19,754
)Share-based compensation










73











73Other comprehensive income:Unrealized loss attributable to change in fair value of
    derivative














(3,529
)






(3,529
)Comprehensive loss






















(23,283
)BALANCE AT JUNE 30, 2009 (SUCCESSOR)


8,644,444


$
9


$
37,536


$
(2,528
)

$
(188,939
)

$
(153,922
)    56




---



##### Table of Contents



INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED JUNE 30, 2009, THE ELEVEN
    MONTHS ENDED JUNE 30, 2008,
    THE ONE MONTH ENDED JULY 31, 2007 AND THE YEAR ENDED JUNE 30,
    2007

(Amounts in thousands)  Successor



PredecessorYear


Eleven Months



One Month


YearEnded


Ended



Ended


EndedJune 30,


June 30,



July 31,


June 30,2009


2008



2007


2007OPERATING ACTIVITIES:Net (loss) income

$
(19,754
)

$
(169,185
)


$
196,326


$
(99,041
)Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Cash used for reorganization items






4,764




3,263



11,367Noncash reorganization items











(207,025
)


6,146Depreciation and amortization


45,584



53,698




4,468



57,040Amortization of bond discount


5,375



4,522








Amortization of deferred financing costs











145



3,158Share-based compensation


73



15








Equity in earnings of unconsolidated partnerships


(2,642
)


(1,891
)



(174
)


(3,030
)Distributions from unconsolidated partnerships


2,645



2,563




58



3,008(Gain) loss on sales of centers


(7,885
)


644








Gain on purchase of notes payable


(12,065
)











Impairment of goodwill






107,405








29,595Impairment of other long-lived assets


5,308



12,366








Deferred income taxes


(2,223
)


(1,864
)







Changes in operating assets and liabilities:Trade accounts receivables, net


7,854



7,679




510



1,007Other current assets


(2,639
)


(798
)



387



81Accounts payable, other accrued expenses and accrued interest
    subject to compromise


(1,530
)


(4,751
)



(1,534
)


11,101Net cash provided by (used in) operating activities before
    reorganization items


18,101



15,167




(3,576
)


20,432Cash used for reorganization items






(4,764
)



(3,263
)


(11,367
)Net cash provided by (used in) operating activities


18,101



10,403




(6,839
)


9,065INVESTING ACTIVITIES:Acquisition of fixed-site centers, net of cash acquired


(8,400
)











Proceeds from sales of centers


19,987



9,050








Decrease (increase) in restricted cash


1,584



(8,072
)







Additions to property and equipment


(21,893
)


(8,262
)







(16,163
)Other






(115
)



181



118Net cash provided by (used in) investing activities


(8,722
)


(7,399
)



181



(16,045
)FINANCING ACTIVITIES:Principal payments of notes payable and capital lease obligations


(2,303
)


(3,474
)



(470
)


(6,529
)Purchase of floating rate notes


(8,438
)Proceeds from issuance of notes payable











12,768



1,145Principal borrowings (payments) on credit facility











(5,000
)


5,000Other















(12
)Net cash (used in) provided by financing activities


(10,741
)


(3,474
)



7,298



(396
)(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS:


(1,362
)


(470
)



640



(7,376
)Cash, beginning of period


21,002



21,472




20,832



28,208Cash, end of period

$
19,640


$
21,002



$
21,472


$
20,832SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid

$
25,271


$
24,004



$
8,184


$
42,116Income taxes paid


436



581








318Equipment additions under capital leases






3,338








3,358Non-cash acquisition


884












    57




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##### Table of Contents



INSIGHT
    HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30,
    2009
  1.
    NATURE
    OF BUSINESS    2.
    REORGANIZATION  General
    Information
  No. 07-10700).
  90-7, SOP 90-7.
     58




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##### Table of Contents



Reorganization
    Items, net
  SOP 90-7
    PredecessorOne Month


YearEnded


EndedJuly 31,


June 30,2007


2007Gain on discharge of debt

$
168,248


$
Revaluation of assets and liabilities


38,674



Professional fees


(4,962
)


(7,559
)Write-off of deferred financing costs






(6,146
)Consent fees


(2,954
)


(1,250
)Management incentive






(1,698
)Other


(8
)


(860
)$
198,998


$
(17,513
)   Condensed
    Consolidated Fresh-Start Balance Sheet
  SOP 90-7
        
    the market value of Holdings 8,644,444 shares of
    common stock from August 3, 2007, the date the shares first
    traded after consummation of the confirmed plan of
    reorganization, through September 30, 2007. The value range
    of Holdings common stock was estimated from a low of
    $35 million (based on $4 per share) to a high of
    $61 million (based on $7 per share). The range of
    enterprise value to correspond with the foregoing range would be
    from a low of $357 million to a high of $383 million.
    Management recognized that the common stock valuation approach
    may have been somewhat limited because the shares of common
    stock issued after the consummation of the confirmed plan of
    reorganization did not necessarily have the same liquidity as
    shares issued in connection with an underwritten public
    offering. Nevertheless, management primarily relied on this
    valuation method because (i) orderly observable trading
    activity in the common stock, though limited in volume, did take
    place, (ii) the trading activity did not indicate that the
    transactions 59




---



##### Table of Contents



were forced or distressed sales, and (iii) as articulated
    by the hierarchy of inputs set forth in SFAS 157,
    observable inputs (regardless as to whether an active market
    exists) generally are more useful in calculating fair value than
    unobservable inputs, which require a reporting entity to develop
    its own assumptions.  
    the market value of the $194.5 million of senior
    subordinated notes for a period of time leading up to
    cancellation of such debt on the date of the consummation of the
    confirmed plan of reorganization. The value range of
    InSights senior subordinated notes was estimated from a
    low of $65 million to a high of $74 million during an
    approximate 30 day period of time leading up to the date of
    consummation of the plan. The range of enterprise value to
    correspond with the foregoing range would be from a low of
    $387 million to a high of $396 million.           60




---



##### Table of Contents



SuccessorFresh-Start Adjustments


ReorganizedRevaluation


BalancePredecessor





of Assets


SheetJuly 31,


Debt


and


August 1,2007


Discharge(a)


Liabilities(b)


2007ASSETSCurrent assets:Cash and cash equivalents

$
21,472


$



$



$
21,472Trade accounts receivables, net


42,173











42,173Other current assets


7,948







(195
)


7,753Total current assets


71,593







(195
)


71,398Property and equipment, net


140,345







18,295



158,640Investments in partnerships


3,529







7,698



11,227Other assets


7,731







(7,587
)


144Other intangible assets, net


30,111







5,889



36,000Goodwill


64,868







45,208



110,076$
318,177


$



$
69,308


$
387,485LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Current portion of notes payable and capital lease obligations

$
3,359


$



$



$
3,359Accounts payable and other accrued expenses


37,084











37,084Total current liabilities


40,443











40,443Long-term liabilities:Notes payable and capital lease obligations, less current portion


315,795







(21,818
)


293,977Liabilities subject to compromise


205,704



(205,704
)






Other long-term liabilities


8,365







7,243



15,608Total long-term liabilities


529,864



(205,704
)


(14,575
)


309,585Stockholders equity (deficit)PredecessorCommon stock


1







(1
)


Additional paid-in capital


87,085







(87,085
)


Accumulated other comprehensive income


103







(103
)


Accumulated deficit


(339,319
)


168,248



171,071



SuccessorCommon stock






8



1



9Additional paid-in capital






37,448







37,448Total stockholders equity (deficit)


(252,130
)


205,704



83,883



37,457$
318,177


$



$
69,308


$
387,485     (a)
    
    Debt Discharge. This reflects the cancellation of $205,704 of
    liabilities subject to compromise pursuant to the terms of the
    confirmed plan of reorganization. The holders of senior
    subordinated notes received 7,780 shares of Holdings
    common stock in satisfaction of such claims.(b)
    
    Revaluation of Assets and Liabilities. Fresh-start adjustments
    made to reflect asset and liability values at estimated fair
    value are summarized as follows:  
    Other current assets.  An adjustment of $195
    was recorded to decrease the value of deferred tax benefit. 61




---



##### Table of Contents




    Property and equipment, net.  An adjustment of
    $18,295 was recorded to increase the net book value of property
    and equipment, net.
    Investments in partnerships.  An adjustment of
    $7,698 was recorded to recognize the estimated fair value of our
    investments in partnerships.
    Other assets.  Adjustments of $7,587 were
    recorded to reduce the value of deferred financing costs and the
    value of the interest rate cap contract.
    Other intangible assets, net.  An adjustment of
    $5,889 was recorded to recognize identifiable intangible assets.
    These intangible assets reflect the estimated fair value of our
    trademark, wholesale contracts and certificates of need. These
    assets will be subject to an annual impairment review
    (Note 10).
    Goodwill.  An adjustment of $45,208 was
    recorded to reflect reorganization value of the successor equity
    in excess of the fair value of tangible and identified
    intangible assets and liabilities. This amount was determined as
    the stockholders deficit immediately prior to
    Holdings and InSights emergence from bankruptcy
    ($252,130), offset by the gain on discharge of debt ($168,248)
    and revaluation of assets and liabilities ($38,674). This amount
    was subsequently impaired as of June 30, 2008
    (Note 10).
    Notes payable.  An adjustment of $21,818 was
    recorded to reflect a net fair value discount associated with
    InSights senior secured floating rate notes due 2011, to
    be amortized in interest expense over the remaining life of such
    notes. The fair market value of the notes was determined based
    on the quoted market value as of August 1, 2007, which
    represented the present value of amounts to be paid at
    appropriate current interest rates.
    Other long-term liabilities.  An adjustment of
    $7,243 was recorded to increase the value of deferred tax
    liabilities related to the increase in value of our other
    indefinite-lived intangible assets.
    Total stockholders deficit.  The adoption
    of fresh-start reporting resulted in a new entity with no
    beginning retained earnings or accumulated deficit. The
    condensed consolidated balance sheet reflected initial
    stockholders equity value of approximately $37,457
    estimated as described above.  3.
    LIQUIDITY
    AND CAPITAL RESOURCES     62




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##### Table of Contents



4.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  a.
    CONSOLIDATED
    FINANCIAL STATEMENTS    b.
    USE OF
    ESTIMATES    c.
    REVENUE
    RECOGNITION    d.
    CASH,
    CASH EQUIVALENTS AND RESTRICTED CASH    e.
    TRADE
    ACCOUNTS RECEIVABLES   63




---



##### Table of Contents



f.
    LONG-LIVED
    ASSETS  Property and Equipment.
  Vehicles

3 to 8 yearsBuildings

7 to 20 yearsLeasehold improvements

Lesser of the useful life or term of leaseComputer and office equipment

3 to 5 yearsDiagnostic and related equipment

5 to 8 yearsEquipment and vehicles under capital leases

Lesser of the useful life or term of lease     Capitalized Internal Use Software Costs: 98-1, SOP 98-1.
  Long-lived Asset Impairment.
  g.
    DEFERRED
    FINANCING COSTS    h.
    SHARE-BASED
    COMPENSATION   64




---



##### Table of Contents



i.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS        j.
    INCOME
    TAXES   65




---



##### Table of Contents



k.
    COMPREHENSIVE
    INCOME (LOSS)    l.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS    m.
    NEW
    PRONOUNCEMENTS             66




---



##### Table of Contents



5.
    TRADE
    ACCOUNTS RECEIVABLES    June 30,2009


2008Trade accounts receivables

$
48,571


$
66,277Less: Allowances for professional fees


(5,654
)


(7,864
)Allowances for contractual adjustments


(12,919
)


(15,401
)Allowances for doubtful accounts


(4,404
)


(8,518
)Trade accounts receivables, net

$
25,594


$
34,494       6.
    OTHER
    CURRENT ASSETS    June 30,2009


2008Prepaid expenses

$
6,789


$
5,719Amounts due from our unconsolidated partnerships


2,844



2,480Other


355



$
9,988


$
8,199  67




---



##### Table of Contents



7.
    ASSETS
    HELD FOR SALE      Other current assets





$
122Property and equipment, net






2,578Total assets held for sale





$
2,700   8.
    PROPERTY
    AND EQUIPMENT    June 30,2009


2008Vehicles

$
1,927


$
1,910Land, building and leasehold improvements


12,577



16,623Computer and office equipment


15,370



14,911Diagnostic and related equipment


113,149



119,809Equipment and vehicles under capital leases


5,775



6,357Construction in progress


10,593



1,293159,391



160,903Less: Accumulated depreciation and amortization


(79,554
)


(47,219
)Property and equipment, net

$
79,837


$
113,684       9.
    ACQUISITIONS   68




---



##### Table of Contents



10.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS    Goodwill


Trademark


Certificates of Need (CON)Mobile


Fixed


Consolidated


Mobile


Mobile


Fixed


ConsolidatedPredecessorBalance at June 30, 2007

$
44,172


$
20,696


$
64,868


$
8,680


$



$



$
Fresh-start reporting adjustment(1)


18,676



26,532



45,208



220



5,600



5,000



10,600Balance at July 31, 2007


62,848



47,228



110,076



8,900



5,600



5,000



10,600SuccessorSales of centers(2)






(2,671
)


(2,671
)














Impairment(3)


(62,848
)


(44,557
)


(107,405
)


(1,500
)










Balance at June 30, 2008














7,400



5,600



5,000



10,600Impairment(4)














(2,200
)


(2,400
)






(2,400
)Disposition






















(935
)


(935
)Acquisition(5)






1,403



1,403











3,400



3,400Other(6)


















176



(176
)


Balance at June 30, 2009

$



$
1,403


$
1,403


$
5,200


$
3,376


$
7,289


$
10,665     (1)
    
    See Note 2.(2)
    
    During the eleven months ended June 30, 2008 we sold seven
    fixed-site centers and our majority ownership interest in a
    joint venture that operated a fixed-site center. Goodwill
    associated with these centers was written-off and is included in
    loss on sales of centers in the consolidated statement of
    operations.(3)
    
    During the fourth quarter of fiscal 2008, we recorded goodwill
    impairment charges discussed below.(4)
    
    During the second quarter of fiscal 2009, we recorded impairment
    charge relating to our indefinite-lived assets discussed below.(5)
    
    During the fourth quarter of fiscal 2009, we acquired two
    fixed-site imaging centers in the Boston-metropolitan area.(6)
    
    During the fourth quarter of fiscal 2009, we discovered an error
    in the calculation of the value of our certificates of need, or
    CONs, for our mobile and fixed segments. We completed a
    quantitative and qualitative assessment of the error and
    determined that it was not material to either the second fiscal
    quarter or the fiscal year ended June 30, 2009. The
    adjustment of this error resulted in an increase in the value of
    our mobile CONs and an offsetting decrease in our fixed CONs.  Impairment
    Testing
   69




---



##### Table of Contents



June 30, 2009


June 30, 2008Gross





GrossCarrying


Accumulated


Carrying


AccumulatedValue


Amortization


Value


AmortizationAmortized intangible assets:Wholesale contracts

$
7,800


$
2,990


$
7,800


$
1,430Customer relationships(1)


2,800











Total

$
10,600


$
2,990


$
7,800


$
1,430     (1)
    
    During the fourth quarter of fiscal 2009, we acquired two
    fixed-site imaging centers in the Boston-metropolitan area of
    Massachusetts. See Note 9  Acquisitions.    Wholesale contracts






5 yearsCustomer relationships






30 years    70




---



##### Table of Contents



2010





$
1,6532011






1,6532012






1,6532013






2232014






93Thereafter






2,335   11.
    ACCOUNTS
    PAYABLE AND OTHER ACCRUED EXPENSES    June 30,2009


2008Accounts payable

$
4,664


$
1,598Accrued equipment related costs


1,717



3,813Accrued payroll and related costs


10,737



12,839Accrued interest expense


3,639



4,276Accrued professional and legal fees


2,015



2,151Asset retirement obligations & other center closure
    costs


1,483



2,416Accrued interest rate collar obligation


2,528



Deferred revenue


737



736Other accrued expenses


8,517



5,292$
36,037


$
33,121   12.
    NOTES PAYABLE    June 30,2009


2008Senior secured floating rate notes payable (floating rate
    notes), bearing interest at three month LIBOR plus 5.25% (6.28%
    at June 30, 2009), interest payable quarterly, principal
    due in November 2011. At June 30, 2009, the fair value of
    the notes was approximately $124 million

$
293,500


$
315,000Other notes payable


630



1,026Total notes payable


294,130



316,026Less: Unamortized discount on floating rate notes


(14,162
)


(20,678
)Less: Current portion


(242
)


(624
)Long-term notes payable

$
279,726


$
294,724    71




---



##### Table of Contents



letter-of-credit
      2010





$
3932011






1962012






293,541$
294,130  72




---



##### Table of Contents



13.
    LEASE
    OBLIGATIONS, COMMITMENTS AND CONTINGENCIES    Capital


Operating2010

$
1,771


$
13,4872011


1,194



11,0132012


1,128



8,0792013


442



4,0392014






1,960Thereafter






2,299Total minimum lease payments


4,535


$
40,877Less: Amounts representing interest


(478
)Present value of capital lease obligations


4,057Less: Current portion


(1,468
)Long-term capital lease obligations

$
2,589           14.
    EQUITY
    AND SHARE-BASED COMPENSATION  Equity
  Common stock:
    Stock options:
 73




---



##### Table of Contents



WeightedWeighted


AverageWeighted


Average


RemainingNumber of


Average


Grant Date


ContractualOptions


Exercise Price


Fair Value


Term (Years)SuccessorOutstanding, August 1, 2007





$



$
Granted


192,096



1.09



1.01Outstanding, June 30, 2008


192,096



1.09



1.01



9.83Granted


587,000



0.31



0.31Outstanding, June 30, 2009


779,096


$
0.50


$
0.48



8.95Exercisable at June 30, 2008





$
Exercisable at June 30, 2009


64,032


$
1.09PredecessorOutstanding, June 30, 2006


134,314



112.23



42.13Forfeited


(9,484
)


117.54



41.94Outstanding, June 30, 2007


124,830



111.85



42.13Forfeited


(124,830
)


111.85



42.13Outstanding, July 31, 2007





$



$
Exercisable at June 30, 2006


38,160


$
85.41Exercisable at June 30, 2007


46,010


$
92.56     Exercise Price

Weighted Average

Options

Total Options

Remaining ContractualRange

Exercise Price

Exercisable

Outstanding

Life$
0.15


$
0.15







140,000



9.33 years0.36



0.36







447,000



9.08 years1.01



1.01



32,016



96,048



8.83 years1.16



1.16



32,016



96,048



8.83 years64,032



779,096  74




---



##### Table of Contents



Share-based
    compensation
      Eleven MonthsEndedJune 30,Assumptions

2008Weighted average extimated fair value per option granted

$
1.01Risk-free interest rate


2.16
%Volatility


113.00
%Expected dividend yield


0.00
%Estimated life


10.00 years   15.
    INCOME
    TAXES    Successor


PredecessorYear


Eleven Months


One Month


YearEnded


Ended


Ended


EndedJune 30,


June 30,


July 31,


June 30,2009


2008


2007


2007Current provision:Federal

$



$



$



$
State


110



(72
)


62



2,175110



(72
)


62



2,175Deferred taxes arising from temporary differences:Federal


(1,429
)


(2,059
)


(11
)


(88
)State


(333
)


122



11



88Total deferred taxes arising from temporary differences


(1,762
)


(1,937
)






Total (benefit) provision for income taxes

$
(1,652
)

$
(2,009
)

$
62


$
2,175  75




---



##### Table of Contents



Successor


PredecessorYear

Eleven Months


One Month

YearEnded

Ended


Ended

EndedJune 30,

June 30,


July 31,

June 30,2009

2008


2007

2007Federal statutory tax rate


34.0
%


34.0
%



34.0
%


34.0
%State income taxes


(1.1
)











(2.2
)Permanent items, including goodwill and non-deductible merger
    costs


(0.8
)


(0.1
)







(0.2
)Impairment of goodwill and other intangible assets






1.1








(4.1
)Changes in valuation allowance


(24.4
)


(33.9
)



(34.0
)


(29.7
)Other, net















(0.1
)Net effective tax rate


7.7
%


1.1
%




%


(2.3
)%     June 30,2009


2008Accrued expenses

$
1,756


$
1,831Property and equipment


(780
)


(8,604
)Other intangible assets


9,541



10,163Reserves


1,542



4,244Investments in partnerships


6,143



5,288State income taxes


346



(218
)NOL carryforwards


52,180



50,404Other


102



51Net deferred asset


70,830



63,159Valuation allowance


(77,622
)


(72,174
)$
(6,792
)

$
(9,015
)      76




---



##### Table of Contents



16.
    RETIREMENT
    SAVINGS PLAN    17.
    INVESTMENTS
    IN AND TRANSACTIONS WITH PARTNERSHIPS      June 30,2009


2008Combined Financial Position:Current assets:Cash

$
4,267


$
3,979Trade accounts receivables, net


3,659



3,509Due from the Company


132Other


111



189Property and equipment, net


2,305



2,792Other assets


400



400Total assets


10,874



10,869Current liabilities


(1,587
)


(1,749
)Due to the Company


(2,976
)


(2,480
)Long-term liabilities


(337
)


(257
)Net assets

$
5,974


$
6,383  77




---



##### Table of Contents



Successor


PredecessorYear


Eleven Months


One Month


YearEnded


Ended


Ended


EndedJune 30,


June 30,


July 31,


June 30,2009


2008


2007


2007Operating Results:Revenues

$
24,466


$
24,940


$
2,159


$
28,505Expenses


19,117



20,133



1,730



21,026Net income

$
5,349


$
4,807


$
429


$
7,479Equity in earnings of unconsolidated partnerships

$
2,642


$
1,891


$
174


$
3,030   18.
    RELATED
    PARTY TRANSACTIONS    19.
    SEGMENT
    INFORMATION      Successor

Mobile


Fixed


Other


ConsolidatedYear ended June 30, 2009Contract services revenues

$
89,998


$
16,132


$



$
106,130Patient services revenues






123,120







123,120Total revenues


89,998



139,252







229,250Depreciation and amortization


21,355



20,825



3,404



45,584Total costs of operations


82,048



121,754



12,410



216,212Corporate operating expenses










(21,564
)


(21,564
)Equity in earnings of unconsolidated partnerships


602



2,040







2,642Gain on sales of centers






7,885







7,885Gain on purchase of floating rate notes










12,065



12,065Interest expense, net


(954
)


(1,594
)


(27,616
)


(30,164
)Impairment of other long-lived assets


(4,600
)


(708
)






(5,308
)Income (loss) before income taxes


2,998



25,121



(49,525
)


(21,406
)Net change in property and equipment


3,654



2,780



3,745



10,179   78




---



##### Table of Contents



Successor

Mobile


Fixed


Other


ConsolidatedEleven months ended June 30, 2008:Contract services revenues

$
87,973


$
20,971


$



$
108,944Patient services revenues






133,641







133,641Total revenues


87,973



154,612







242,585Depreciation and amortization


23,146



25,938



4,614



53,698Total costs of operations


85,398



139,471



12,162



237,031Corporate operating expenses










(25,744
)


(25,744
)Equity in earnings of unconsolidated partnerships


150



1,741







1,891Loss on sales of centers






(644
)






(644
)Interest expense, net


(1,857
)


(2,606
)


(28,017
)


(32,480
)Impairment of goodwill


(62,848
)


(44,557
)






(107,405
)Impairment of other long-lived assets


(8,605
)


(3,761
)






(12,366
)Loss before reorganization items and income taxes


(70,585
)


(34,686
)


(65,923
)


(171,194
)Net change in property and equipment


2,352



3,917



1,993



8,262   Predecessor

Mobile


Fixed


Other


ConsolidatedOne month ended July 31, 2007:Contract services revenues

$
8,169


$
1,882


$



$
10,051Patient services revenues






12,311







12,311Total revenues


8,169



14,193







22,362Depreciation and amortization


1,958



2,045



465



4,468Total costs of operations


6,918



11,920



1,712



20,550Corporate operating expenses










(1,678
)


(1,678
)Equity in earnings of unconsolidated partnerships






174







174Interest expense, net


(243
)


(289
)


(2,386
)


(2,918
)Income (loss) before reorganization items, net and income taxes


1,008



2,158



(5,776
)


(2,610
)Net change in property and equipment














   Predecessor

Mobile


Fixed


Other


ConsolidatedYear ended June 30, 2007:Contract services revenues

$
106,799


$
21,894


$



$
128,693Patient services revenues






158,221







158,221Total revenues


106,799



180,115







286,914Depreciation and amortization


25,674



24,898



6,468



57,040Total costs of operations


91,345



151,447



18,634



261,426Corporate operating expenses










(25,496
)


(25,496
)Equity in earnings of unconsolidated partnerships






3,030







3,030Interest expense, net


(4,014
)


(4,227
)


(44,539
)


(52,780
)Impairment of goodwill






(29,595
)






(29,595
)Income (loss) before reorganization items, net and income taxes


11,440



(2,124
)


(88,669
)


(79,353
)Net change in property and equipment


2,918



10,767



2,478



16,163  79




---



##### Table of Contents



20.
    HEDGING
    ACTIVITIES    marked-to-market
    21.
    COMPREHENSIVE
    LOSS    Successor


PredecessorYear


Eleven Months


One Month


YearEnded


Ended


Ended


EndedJune 30,


June 30,


July 31,


June 30,2009


2008


2007


2007Net (loss) income

$
(19,754
)

$
(169,185
)

$
196,326


$
(99,041
)Unrealized gain (loss) attributable to change in fair value of
    interest rate contracts


(3,529
)


1,001







(498
)Comprehensive (loss) income

$
(23,283
)

$
(168,184
)

$
196,326


$
(99,539
)   22.
    (LOSS)
    INCOME PER COMMON SHARE    23.
    FAIR
    VALUE MEASUREMENTS   80




---



##### Table of Contents



Fair Value Measurements UsingQuoted Price

Significant

Significantin Active

Other

OtherMarkets for

Observable

UnobservableIdentical Assets

Inputs

Inputs

ValuationAmount

(Level 1)

(Level 2)

(Level 3)(1)

TechniqueBalance at June 30, 2009:Interest rate collar  liability position

$
2,528


$



$
2,528


$




(c
)Balance at June 30, 2008:Interest rate collar  asset position


1,001







1,001







(c
)     Fair Value Measurements UsingQuoted Price

Significant

Significantin Active

Other

OtherSuccessor

Markets for

Observable

UnobservableDecember 31,

Identical Assets

Inputs

Inputs

Valuation2008

(Level 1)

(Level 2)

(Level 3)(1)

TechniqueDefinite-lived intangible assets(2)

$
12,465


$



$



$
12,465



(c
)Goodwill


















(c
)     Fair Value Measurements UsingQuoted Price

Significant

Significantin Active

Other

OtherSuccessor

Markets for

Observable

UnobservableAugust 1,

Identical Assets

Inputs

Inputs

Total

Valuation2007

(Level 1)

(Level 2)

(Level 3)(1)

Gain (loss)

TechniqueProperty and equipment

$
158,640


$



$



$
158,640


$
18,295



(b
)Investments in partnerships


11,227











11,227



7,698



(b
)(c)Interest rate cap contract


144



144











(11
)


(a
)Indefinite-lived intangible assets(2)


19,500











19,500



(4,931
)


(c
)Definite-lived intangible assets(2)


16,500











16,500



10,820



(c
)Floating rate notes


289,800



289,800











21,981



(a
)Capital lease obligations and other notes payable


7,536







7,536











(b
)  81




---



##### Table of Contents



(1)
    
    These valuations were based on the present value of future cash
    flows for specific assets derived from our projections of future
    revenues, cash flows and market conditions. These cash flows
    were then discounted to their present value using a rate of
    return that considers the relative risk of not realizing the
    estimated annual cash flows and time value of money
    (Note 4).(2)
    
    Note 10.  24.
    RESULTS
    OF QUARTERLY OPERATIONS (unaudited)  SuccessorFirst

Second

Third

FourthQuarter

Quarter

Quarter

Quarter

Total(Amounts in thousands, except per share data)2009:Revenues

$
63,085


$
59,121


$
53,492


$
53,552


$
229,250Costs of operations


58,612



56,955



50,222



50,423



216,212Net loss


(7,229
)


(6,773
)


(3,406
)


(2,346
)


(19,754
)Basic and diluted loss per common share


(0.84
)


(0.78
)


(0.39
)


(0.27
)


(2.29
)   Predecessor

SuccessorOne Month

Two MonthsEnded

EndedJuly 31,

September 30,

Second

Third

Fourth2007

2007

Quarter

Quarter

Quarter

Total(Amounts in thousands, except per share data)2008:Revenues

$
22,362


$
45,390


$
67,038


$
65,385


$
64,772


$
242,585Costs of operations


20,550



42,714



64,971



66,742



62,604



237,031Net income (loss)


196,326



(7,985
)


(14,053
)


(19,376
)


(127,771
)


(169,185
)Basic and diluted income (loss) per common share


227.23



(0.92
)


(1.63
)


(2.24
)


(14.78
)


(19.57
)   25.
    SUPPLEMENTAL
    CONDENSED CONSOLIDATED FINANCIAL INFORMATION  Regulation S-X Rule 3-10
 82




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING BALANCE SHEET
    JUNE 30, 2009
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Successor)ASSETSCurrent assets:Cash and cash equivalents

$



$



$
17,443


$
2,197


$



$
19,640Trade accounts receivables, net










23,429



2,165







25,594Other current assets










9,766



222







9,988Intercompany accounts receivable


37,545



291,403



3,101







(332,049
)


Total current assets


37,545



291,403



53,739



4,584



(332,049
)


55,222Assets held for sale










2,700











2,700Property and equipment, net










74,820



5,017







79,837Cash, restricted










6,488











6,488Investments in partnerships










6,791











6,791Investments in consolidated subsidiaries


(191,467
)


(203,532
)


6,091







388,908



Other assets










208











208Goodwill and other intangible assets, net










21,233



3,645







24,878$
(153,922
)

$
87,871


$
172,070


$
13,246


$
56,859


$
176,124LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Current portion of notes payable and capital lease obligations

$



$



$
732


$
978


$



$
1,710Accounts payable and other accrued expenses










35,380



657







36,037Intercompany accounts payable










328,948



3,101



(332,049
)


Total current liabilities










365,060



4,736



(332,049
)


37,747Notes payable and capital lease obligations, less current portion






279,338



558



2,419







282,315Other long-term liabilities










9,984











9,984Stockholders (deficit) equity


(153,922
)


(191,467
)


(203,532
)


6,091



388,908



(153,922
)$
(153,922
)

$
87,871


$
172,070


$
13,246


$
56,859


$
176,124  83




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING BALANCE SHEET
    JUNE 30, 2008
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Successor)ASSETSCurrent assets:Cash and cash equivalents

$



$



$
17,934


$
3,068


$



$
21,002Trade accounts receivables, net










29,517



4,977







34,494Other current assets










7,865



334







8,199Intercompany accounts receivable


38,473



293,321



7,400







(339,194
)


Total current assets


38,473



293,321



62,716



8,379



(339,194
)


63,695Property and equipment, net










98,700



14,984







113,684Cash, restricted










8,072











8,072Investments in partnerships










6,794











6,794Investments in consolidated subsidiaries


(169,185
)


(168,184
)


11,408







325,961



Other assets










1,076











1,076Goodwill and other intangible assets, net










18,562



5,808







24,370$
(130,712
)

$
125,137


$
207,328


$
29,171


$
(13,233
)

$
217,691LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Current portion of notes payable and capital lease obligationsAccounts payable and other accrued expenses

$



$



$
180


$
2,187


$



$
2,367Intercompany accounts payable










31,678



1,443







33,121Total current liabilities










331,794



7,400



(339,194
)


Notes payable and capital lease obligations, less current portion










363,652



11,030



(339,194
)


35,488Liabilities subject to compromise






294,322



753



4,280







299,355Other long-term liabilities










11,107



2,453







13,560Stockholders (deficit) equity


(130,712
)


(169,185
)


(168,184
)


11,408



325,961



(130,712
)$
(130,712
)

$
125,137


$
207,328


$
29,171


$
(13,233
)

$
217,691  84




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 
    FOR THE YEAR ENDED JUNE 30, 2009
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Elimination


Consolidated(Amounts in thousands)(Successor)Revenues:Contract services

$



$



$
99,656


$
6,474


$



$
106,130Patient services










104,731



18,389







123,120Total revenues










204,387



24,863







229,250Costs of operations










192,719



23,493







216,212Corporate operating expenses


(73
)






(21,491
)










(21,564
)Equity in earnings of unconsolidated partnerships










2,642











2,642Interest expense, net










(29,712
)


(452
)






(30,164
)Gain on sales of centers










7,885











7,885Gain on purchase of notes payable






12,065















12,065Inpairment of long-lived assets










(5,308
)










(5,308
)Income (loss) before income taxes


(73
)


12,065



(34,316
)


918







(21,406
)Benefit for income taxes










(1,652
)










(1,652
)Income (loss) before equity in loss of consolidated subsidiaries


(73
)


12,065



(32,664
)


918







(19,754
)Equity in income (loss) of consolidated subsidiaries


(19,681
)


(31,746
)


918







50,509



Net income (loss)

$
(19,754
)

$
(19,681
)

$
(31,746
)

$
918


$
50,509


$
(19,754
)  85




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
    FOR THE ELEVEN MONTHS ENDED JUNE 30, 2008
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Elimination


Consolidated(Amounts in thousands)(Successor)Revenues:Contract services

$



$



$
96,364


$
12,580


$



$
108,944Patient services










115,384



18,257







133,641Total revenues










211,748



30,837







242,585Costs of operations










204,050



32,981







237,031Corporate operating expenses










(25,744
)










(25,744
)Equity in earnings of unconsolidated partnerships










1,891











1,891Interest expense, net










(31,888
)


(592
)






(32,480
)Loss on sales of centers










(644
)










(644
)Impairment of goodwill










(107,405
)










(107,405
)Impairment of other long-lived assets










(12,366
)










(12,366
)Loss before income taxes










(168,458
)


(2,736
)






(171,194
)Benefit for income taxes










(2,009
)










(2,009
)Loss before equity in loss of consolidated subsidiaries










(166,449
)


(2,736
)






(169,185
)Equity in loss of consolidated subsidiaries


(169,185
)


(169,185
)


(2,736
)






341,106



Net loss

$
(169,185
)

$
(169,185
)

$
(169,185
)

$
(2,736
)

$
341,106


$
(169,185
)  86




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
    FOR THE ONE MONTH ENDED JULY 31, 2007
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Elimination


Consolidated(Amounts in thousands)(Predecessor)Revenues:Contract services

$



$



$
9,371


$
680


$



$
10,051Patient services










10,226



2,085







12,311Total revenues










19,597



2,765







22,362Costs of operations










17,866



2,684







20,550Corporate operating expenses










(1,678
)










(1,678
)Equity in earnings of unconsolidated partnerships










174











174Interest expense, net










(2,854
)


(64
)






(2,918
)(Loss) income before reorganization items and income taxes










(2,627
)


17







(2,610
)Reorganization items, net






168,248



30,750











198,998Income before income taxes






168,248



28,123



17







196,388Provision for income taxes










62











62Income before equity in income of consolidated subsidiaries






168,248



28,061



17







196,326Equity in income of consolidated subsidiaries


196,326



28,078



17







(224,421
)


Net income

$
196,326


$
196,326


$
28,078


$
17


$
(224,421
)

$
196,326  87




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
    FOR THE YEAR ENDED JUNE 30, 2007
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Elimination


Consolidated(Amounts in thousands)(Predecessor)Revenues:Contract services

$



$



$
120,765


$
7,928


$



$
128,693Patient services










132,391



25,830







158,221Total revenues










253,156



33,758







286,914Costs of operations










228,583



32,843







261,426Corporate operating expenses










(25,496
)










(25,496
)Equity in earnings of unconsolidated partnerships










3,030











3,030Interest expense, net










(51,960
)


(820
)






(52,780
)Impairment of goodwill










(29,595
)










(29,595
)(Loss) income before reorganization items and income taxes










(79,448
)


95







(79,353
)Reorganization items, net










(17,513
)










(17,513
)(Loss) income before income taxes










(96,961
)


95







(96,866
)Provision for income taxes










2,175











2,175(Loss) income before equity in income of consolidated
    subsidiaries










(99,136
)


95







(99,041
)Equity in (loss) income of consolidated subsidiaries


(99,041
)


(99,041
)


95







197,987



Net (loss) income

$
(99,041
)

$
(99,041
)

$
(99,041
)

$
95


$
197,987


$
(99,041
)  88




---



##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
    FOR THE YEAR ENDED JUNE 30, 2009
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Successor)OPERATING ACTIVITIES:Net (loss) income

$
(19,754
)

$
(19,681
)

$
(31,746
)

$
918


$
50,509


$
(19,754
)Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Depreciation and amortization










41,520



4,064







45,584Amortization of bond discount










5,375











5,375Share-based compensation


73



















73Equity in earnings of unconsolidated partnerships










(2,642
)










(2,642
)Distributions from unconsolidated partnerships










2,645











2,645Gain on sales of centers










(5,033
)


(2,852
)






(7,885
)Gain on purchase of notes payable






(12,065
)














(12,065
)Impairment of other long-lived assets










5,308











5,308Deferred income taxes










(2,223
)










(2,223
)Equity in loss of consolidated subsidiaries


19,681



31,746



(918
)






(50,509
)


Changes in operating assets and liabilities:Trade accounts receivables, net










6,088



1,766







7,854Intercompany receivables, net










10,536



(10,536
)






Other current assets










(2,368
)


(271
)






(2,639
)Accounts payable and other accrued expenses










856



(2,386
)






(1,530
)Net cash provided by (used in) operating activities










27,398



(9,297
)






18,101INVESTING ACTIVITIES:Acquisition of fixed-site centers










(8,400
)










(8,400
)Proceeds from sales of centers










10,909



9,078







19,987Increase in restricted cash










1,584











1,584Additions to property and equipment










(20,942
)


(950
)






(21,892
)Other










(2,163
)


2,163







Net cash provided by (used in) investing activities










(19,012
)


10,291







(8,721
)FINANCING ACTIVITIES:Principal payments of notes payable and capital lease obligations










(438
)


(1,865
)






(2,303
)Purchase of floating rate notes










(8,438
)










(8,438
)Net cash used in financing activities










(8,876
)


(1,865
)






(10,741
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS










(490
)


(871
)






(1,361
)Cash, beginning of period










17,934



3,068







21,002Cash, end of period

$



$



$
17,444


$
2,197


$



$
19,641  89




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##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
    FOR THE ELEVEN MONTHS ENDED JUNE 30, 2008
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Successor)OPERATING ACTIVITIES:Net loss

$
(169,185
)

$
(169,185
)

$
(169,185
)

$
(2,736
)

$
341,106


$
(169,185
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Cash used for reorganization items










4,764











4,764Depreciation and amortization










47,623



6,075







53,698Amortization of bond discount










4,522











4,522Share-based compensation










15











15Equity in earnings of unconsolidated partnerships










(1,891
)










(1,891
)Distributions from unconsolidated partnerships










2,563











2,563Loss on sales of centers










644











644Impairment of goodwill










107,405











107,405Impairment of other long-lived assets










12,366











12,366Deferred income taxes










(1,864
)










(1,864
)Equity in loss of consolidated subsidiaries


169,185



169,185



2,736







(341,106
)


Changes in operating assets and liabilities:Trade accounts receivables, net










6,785



894







7,679Intercompany receivables, net










1,893



(1,893
)






Other current assets










(742
)


(56
)






(798
)Accounts payable and other accrued expenses










(4,895
)


144







(4,751
)Net cash provided by operating activities before reorganization
    items










12,739



2,428







15,167Cash used for reorganization items










(4,764
)










(4,764
)Net cash provided by operating activities










7,975



2,428







10,403INVESTING ACTIVITIES:Proceeds from sales of centers










9,050











9,050Increase in restricted cash










(8,072
)










(8,072
)Additions to property and equipment










(7,798
)


(464
)






(8,262
)Other










132



(247
)






(115
)Net cash used in investing activities










(6,688
)


(711
)






(7,399
)FINANCING ACTIVITIES:Principal payments of notes payable and capital lease obligations










(1,689
)


(1,785
)






(3,474
)Net cash used in financing activities










(1,689
)


(1,785
)






(3,474
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS










(402
)


(68
)






(470
)Cash, beginning of period










18,336



3,136







21,472Cash, end of period

$



$



$
17,934


$
3,068


$



$
21,002  90




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##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 
    FOR THE ONE MONTH ENDED JULY 31, 2007
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Predecessor)OPERATING ACTIVITIES:Net income

$
196,326


$
196,326


$
28,078


$
17


$
(224,421
)

$
196,326Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:Cash used for reorganization items










3,263











3,263Noncash reorganization items






(168,248
)


(38,777
)










(207,025
)Depreciation and amortization










3,956



512







4,468Amortization of deferred financing costs










145











145Equity in earnings of unconsolidated partnerships










(174
)










(174
)Distributions from unconsolidated partnerships










58











58Equity in loss income of consolidated subsidiaries


(196,326
)


(28,078
)


(17
)






224,421



Changes in operating assets and liabilities:Trade accounts receivables, net










223



287







510Intercompany receivables, net






(7,768
)


8,208



(440
)






Other current assets










425



(38
)






387Accounts payable and other accrued expenses










(1,614
)


80







(1,534
)Net cash (used in) provided by operating activities before
    reorganization items






(7,768
)


3,774



418







(3,576
)Cash used for reorganization items










(3,263
)










(3,263
)Net cash (used in) provided by operating activities






(7,768
)


511



418







(6,839
)INVESTING ACTIVITIES:Other










171



10







181Net cash provided by investing activities










171



10







181FINANCING ACTIVITIES:Principal payments of notes payable and capital lease obligations










(306
)


(164
)






(470
)Principal payments on credit facility






(5,000
)














(5,000
)Proceeds from issuance of notes payable






12,768















12,768Net cash provided by (used in) financing activities






7,768



(306
)


(164
)






7,298INCREASE IN CASH AND CASH EQUIVALENTS










376



264







640Cash, beginning of period










17,960



2,872







20,832Cash, end of period

$



$



$
18,336


$
3,136


$



$
21,472  91




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##### Table of Contents



SUPPLEMENTAL
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 
    FOR THE YEAR ENDED JUNE 30, 2007
  Guarantor


Non-GuarantorHoldings


InSight


Subsidiaries


Subsidiaries


Eliminations


Consolidated(Amounts in thousands)(Predecessor)OPERATING ACTIVITIES:Net (loss) income

$
(99,041
)

$
(99,041
)

$
(99,041
)

$
95


$
197,987


$
(99,041
)Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Cash used for reorganization items










11,367











11,367Write-off of deferred financing costs, included in
    reorganization items










6,146











6,146Depreciation and amortization










51,308



5,732







57,040Amortization of deferred financing costs










3,158











3,158Equity in earnings of unconsolidated partnerships










(3,030
)










(3,030
)Distributions from unconsolidated partnerships










3,008











3,008Impairment of goodwill










29,595











29,595Equity in (loss) income of consolidated subsidiaries


99,041



99,041



(95
)






(197,987
)


Changes in operating assets and liabilities:Trade accounts receivables, net










1,015



(8
)






1,007Intercompany receivables, net






(5,325
)


5,084



241







Other current assets










(112
)


193







81Accounts payable, other accrued expenses and accrued interest
    subject to compromise










11,352



(251
)






11,101Net cash (used in) provided by operating activities before
    reorganization items






(5,325
)


19,755



6,002







20,432Cash used for reorganization items










(11,367
)










(11,367
)Net cash (used in) provided by operating activities






(5,325
)


8,388



6,002







9,065INVESTING ACTIVITIES:Additions to property and equipment










(11,074
)


(5,089
)






(16,163
)Other






118



63



(63
)






118Net cash provided by (used in) investing activities






118



(11,011
)


(5,152
)






(16,045
)FINANCING ACTIVITIES:Principal payments of notes payable and capital lease obligations






207



(5,348
)


(1,388
)






(6,529
)Proceeds from issuance of notes payable














1,145







1,145Borrowings on revolving credit facility






5,000















5,000Other










(13
)


1







(12
)Net cash provided by (used in) financing activities






5,207



(5,361
)


(242
)






(396
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS










(7,984
)


608







(7,376
)Cash, beginning of year










25,944



2,264







28,208Cash, end of year

$



$



$
17,960


$
2,872


$



$
20,832  92




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Rule 13a-15(b) Rules 13a-15(e) 15d-15(e)
  Internal
    Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Form 10-K Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   93




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Rule 3b-7
  Name

Age

TitleWayne B. Lowell


54


Chairman of the Board and DirectorLouis E. Hallman, III


50


President and Chief Executive Officer and DirectorPatricia R. Blank


59


Executive Vice President  Revenue Cycle ManagementDonald F. Hankus


55


Executive Vice President and Chief Information Officer of InSightKeith S. Kelson


42


Executive Vice President and Chief Financial OfficerSteven M. King


55


Executive Vice President  Sales and MarketingEugene Linden


62


DirectorScott A.
    McKee


34


Vice President  Corporate Development InSight Health
    Corp.Richard Nevins


62


DirectorJames A. Ovenden


46


DirectorBernard J. ORourke


49


Executive Vice President and Chief Operating OfficerBryce O. Robinson


35


Vice President, General Counsel and SecretaryKeith E. Rechner


51


DirectorSteven G. Segal


49


Director   Wayne B. Lowell
  Louis E. Hallman, III
  Patricia R. Blank
 94




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##### Table of Contents



Donald F. Hankus
  Keith S. Kelson
  Steven M. King
  Eugene Linden
  Scott A.
    McKee c c
  Richard Nevins
  James A. Ovenden
 95




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##### Table of Contents



Bernard J. O Rourke
  Keith E. Rechner
  Bryce O. Robinson
  Steven G. Segal Executive-in-Residence/Lecturer
  Audit
    Committee
    http://www.insighthealth.com/articles/boarddocs/Audit%20Committee%20Charter.pdf Form 10-K.
  
    Prepare the audit committee report required by SEC rules to be
    included in the Companys annual proxy statement.
    Assist the Board of Directors in fulfilling its responsibility
    to oversee management regarding:  
    the conduct and integrity of the Companys financial
    reporting to any governmental or regulatory body, stockholders,
    other users of the Companys financial reports, and the
    public; 96




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##### Table of Contents




    the Companys legal and regulatory compliance;
    the qualifications, engagement, compensation, independence, and
    performance of the Companys independent registered public
    accounting firm, its conduct of the annual audit of the
    Companys consolidated financial statements, and its
    engagement to provide any other services; and
    the performance of the Companys internal audit function
    and systems of internal control over financial reporting and
    disclosure controls and procedures.  
    Maintain through regularly-scheduled meetings, a line of
    communication between the Board of Directors and the
    Companys management, internal auditor and the independent
    registered public accounting firm.    Compensation
    Committee
  http://www.insighthealth.com/articles/boarddocs/Compensation%20Committee%20Charter.pdf Form 10-K.
  
    review and recommend to the Board of Directors the compensation
    of the Chief Executive Officer;
    administer the Companys stock option or other equity-based
    compensation plans and programs; and
    oversee the Companys management compensation and benefits
    policies, including both qualified and non-qualified plans.  Nomination
    of Directors
    Code of
    Ethical Conduct
   97




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  Summary
    Compensation Table
    FiscalYear



Non-EquityEnded



Incentive Plan

All Other

TotalName and Principal Position

June 30,

Salary

Compensation(1)

Compensation(2)

CompensationLouis E. Hallman, III


2009


$
424,231


$
52,153


$
34,524


$
510,908President and Chief Executive


2008



333,799



50,000



35,406



419,205OfficerPatricia R. Blank


2009



293,193



25,843



43,157



362,193Executive Vice President 


2008



286,054



28,822



38,175



353,051Revenue Cycle ManagementBernard ORourke


2009



266,747



29,809



51,486



348,042Executive Vice President 


2008



200,699



74,900



38,549



314,148Chief Operating Officer     (1)
    
    The components of Non-Equity Incentive Plan Compensation are
    annual cash incentive awards, which are based on our financial
    performance and a named executives performance of his or
    her personal management objectives. These are earned and accrued
    during the fiscal year and paid subsequent to the end of each
    fiscal year.(2)
    
    Amounts of All Other Compensation are comprised of the following
    perquisites: (i) automobile allowances,
    (ii) automobile operating expenses, (iii) the
    Companys contributions to our 401(k) Savings Plan,
    (iv) specified premiums on executive life insurance
    arrangements, (v) specified premiums on executive health
    and disability insurance arrangements, and (vi) certain
    professional membership dues.  Annual Base Salary.
  Annual Cash Incentive Awards.
   98




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##### Table of Contents




    80% based on the executive officers participation in
    Company PACC, and
    20% based on the executive officers performance
    relative to quarterly personal management objectives
    (PMOs).            Long-Term Equity Awards. Over-The-Counter
 99




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##### Table of Contents



Additional Benefits and Perquisites.
  
    Medical Insurance. At our sole cost, we provide to each named
    executive officer and certain other officers and their eligible
    dependents such health, dental and vision insurance as we may
    from time to time make available.
    Life and Long-Term Disability Insurance. At our sole cost, we
    provide each named executive officer and certain other officers
    such long-term disability
    and/or life
    insurance as we in our sole discretion may from time to time
    make available.
    401(k) Savings Plan. Until May 2009, we made matching
    contributions to our 401(k) Savings Plan in an amount equal to
    fifty cents for each dollar of participant contributions, up to
    a maximum of 6% of the participants compensation for each
    pay period and subject to certain other limits. In May 2009, we
    made the match discretionary at the Companys election.
    Participation is not limited to officers, and all full-time
    employees are eligible to participate in the 401(k) Savings Plan.
    Automobile Allowance and Operating Expenses. Mr. Hallman
    receives an automobile allowance of $1,000 per month, and the
    other named executive officers and certain other officers
    receive an automobile allowance of $750 per month. We pay the
    named executive officers and certain other officers
    expenses incidental to the operation of an automobile.  Employment
    Agreements
          
    the executive has been convicted or pled guilty or no contest to
    any crime or offense (other than any crime or offense relating
    to the operation of an automobile) which is likely to have a
    material adverse impact on the business operations or financial
    or other condition of our business, or any felony offense;
    the executive has committed fraud or embezzlement; 100




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##### Table of Contents




    the executive has breached any of his or her obligations under
    the employment agreement and failed to cure the breach within 30
    business days following receipt of written notice of such breach;
    we, after reasonable investigation, find that the executive has
    violated our material written policies and procedures, including
    but not necessarily limited to, policies and procedures
    pertaining to harassment and discrimination;
    the executive has failed to obey a specific written direction
    from our Board of Directors (unless such specific written
    instruction represents an illegal act), provided that
    (i) such failure continues for a period of 30 business days
    after receipt of such specific written direction, and
    (ii) such specific written direction includes a statement
    that the failure to comply therewith will be a basis for
    termination hereunder; or
    any willful act or omission on the executives part which
    is materially injurious to our financial condition or business
    reputation.    
    the relocation by us, without the executives consent, of
    the executives principal place of employment to a site
    that is more than a specified number of miles from the
    executives principal residence;
    a reduction by us, without the executives consent, in the
    executives annual salary, duties and responsibilities, and
    title, as they may exist from time to time; or
    our failure to comply with any material provision of the
    employment agreement which is not cured within 30 days
    after notice of such noncompliance has been given by the
    executive, or if such failure is not capable of being cured in
    such time, for which a cure shall not have been diligently
    initiated by us within the 30 day period.    
    any person, or any two or more persons acting as a group, and
    all affiliates of such person or persons (a Group),
    who prior to such time beneficially owned less than 50% of our
    then outstanding capital stock shall acquire shares of our
    capital stock in one or more transactions or series of
    transactions, including by merger, and after such transaction or
    transactions such person or group and affiliates beneficially
    own 50% or more of our outstanding capital stock; or
    we sell all or substantially all of its assets to any Group
    which, immediately prior to the time of such transaction,
    beneficially owned less than 50% of our then outstanding capital
    stock.     101




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##### Table of Contents



Outstanding
    Equity Awards at Year End
    Number of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

Option

OptionOptions (#)

Options (#)

Exercise

Expiration

MarketNamed Executive Officer

Exercisable

Unexercisable(1)

Price

Date

ValueLouis E. Hallman, III






192,000


$
0.36



8/19/2018



Patricia R. Blank






65,000



0.36



8/19/2018



Bernard ORourke






85,000



0.36



8/19/2018



     (1)
    
    The options will vest and become exercisable, if and only if, a
    refinancing event (as defined in the stock option agreements) is
    achieved prior to the expiration of the options.  Equity
    Compensation Plan Information
    Number of



Number ofsecurities



securitiesto be issued

Weighted-average

remainingupon exercise

exercise of

available forof outstanding

outstanding

future issuancePlan Category

options

options

under plansEquity compensation plans approved by security holders


779,096


$
0.50



181,000Equity compensation plans not approved by security holders


0



0



0   Compensation
    of Directors
  out-of-pocket
 102




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##### Table of Contents



Fees Earnedor Paid

Option Awards

All OtherName

In Cash

(1)(2)

Compensation

TotalEugene Linden

$
45,000


$
12,192






$
57,192Wayne B. Lowell


73,004



12,192







85,196Richard Nevins


52,000



12,192







64,192James A. Ovenden


65,996



12,192







78,188Keith E. Rechner


56,004



12,192







68,196Steven G. Segal(3)


46,500



12,192







58,692     (1)
    
    Represents the dollar amount we recognized for financial
    statement reporting purposes in fiscal 2009 in accordance with
    Financial Accounting Standards Board Statement No. 123R.
    See Note 14 in our consolidated financial statements
    included in this
    Form 10-K.(2)
    
    On April 14, 2008, each of the non-employee directors was
    granted nonstatutory options to purchase 16,008 shares of
    common stock at $1.01 per share and 16,008 shares of common
    stock at $1.16 per share pursuant to the Director Plan subject
    to approval of the Director Plan by the Companys
    stockholders. Each set of options becomes exercisable in
    increments of one third (1/3) (5,366 per set) on
    December 31, 2008, 2009 and 2010. The options become
    immediately exercisable prior to a change of control of the
    Company. The options are scheduled to expire on August 14,
    2018.(3)
    
    Mr. Segals director/committee and meeting fees are
    paid to J.W. Childs Equity Partners II, L.P. 103




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Rule 3b-7 c/o InSight
  Amount and Nature

Percent ofof Beneficial

Common StockOwnership of

BeneficiallyNames and Addresses of Beneficial Owners

Common Stock(1)

Owned(1)James D. Bennett(2)


2,040,000



23.6
%2 Stamford Plaza, Suite 1501Stamford, Connecticut 06901Bennett Restructuring Fund, L.P.(3)


1,206,000



14.0
%2 Stamford Plaza, Suite 1501Stamford, Connecticut 06901Bennett Offshore Restructuring Fund, Inc.(4)


730,000



8.4
%2 Stamford Plaza, Suite 1501Stamford, Connecticut 06901Cohanzick Absolute Return Master Fund, Limited


1,159,564



13.4
%c/o Cohanzick Offshore Advisors, L.P.427 Bedsford RoadNew York, New York 10022JPMorgan Chase & Co.(5)


741,220



8.5
%4 New York Plaza,
    16th FloorNew York, NY 10004J.W. Childs Equity Partners II, L.P.(6)


687,641



8.0
%111 Huntington Avenue, Suite 2900Boston, Massachusetts 02199Eugene Linden(7)


10,672



0.1
%Wayne B. Lowell(8)


10,672



0.1
%Richard Nevins(9)


10,672



0.1
%James A. Ovenden(10)


10,672



0.1
%Keith E. Rechner(11)


10,672



0.1
%Steven G. Segal(12)


10,672



0.1
%Louis E. Hallman, III(13)






Patricia R. Blank(14)






Bernard ORourke(15)






All directors and executive officers as a group
    (14 persons)(16)






     (1)
    
    For purposes of this table, a person is deemed to have
    beneficial ownership of any security that such
    person has the right to acquire within 60 days of
    September 15, 2009.(2)
    
    Includes 1,206,000 shares of common stock owned directly by
    Bennett Restructuring Fund, L.P., 104,000 shares of common
    stock owned directly by affiliate BRF High Value, L.P. and
    730,000 shares of 104




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##### Table of Contents



common stock owned directly by affiliate Bennett Offshore
    Restructuring Fund, Inc. The general partner of Bennett
    Restructuring Fund, L.P. and BRF High Value, L.P. is
    Restructuring Capital Associates, L.P., a Delaware limited
    partnership, and the general partner of Restructuring Capital
    Associates, L.P. is Bennett Capital Corporation, a Delaware
    corporation, of which James D. Bennett is President and sole
    stockholder. Mr. Bennett, Bennett Capital Corporation and
    Restructuring Capital Associates, L.P. may be deemed to
    beneficially own an aggregate of 1,310,000 shares of common
    stock held by Bennett Restructuring Fund, L.P. and BRF High
    Value, L.P. together. The investment manager of Bennett Offshore
    Restructuring Fund, Inc. is Bennett Offshore Investment
    Corporation, a Connecticut corporation, of which James D.
    Bennett is the President and, together with the BT
    Trust U/D 12/9/2004, the owner. Mr. Bennett, BT
    Trust U/D 12/9/2004 and Bennett Offshore Investment
    Corporation may be deemed to beneficially own the
    730,000 shares of common stock held by Bennett Offshore
    Restructuring Fund, Inc. Each of Mr. Bennett, BT Trust,
    Restructuring Capital Associates, L.P., Bennett Capital
    Corporation and Bennett Offshore Investment Corporation
    specifically disclaim beneficial ownership of the shares of
    common stock deemed to be beneficially owned except to the
    extent of his or its pecuniary interest therein.(3)
    
    Includes 1,206,000 shares of common stock owned directly by
    Bennett Restructuring Fund, L.P. The general partner of Bennett
    Restructuring Fund, L.P. is Restructuring Capital Associates,
    L.P., a Delaware limited partnership, and the general partner of
    Restructuring Capital Associates, L.P. is Bennett Capital
    Corporation, a Delaware corporation, of which James D. Bennett
    is President and sole stockholder. Mr. Bennett, Bennett
    Capital Corporation and Restructuring Capital Associates, L.P.
    may be deemed to beneficially own an aggregate of
    1,206,000 shares of common stock held by Bennett
    Restructuring Fund, L.P. Each of Mr. Bennett, Restructuring
    Capital Associates, L.P., and Bennett Capital Corporation
    specifically disclaim beneficial ownership of the shares of
    common stock deemed to be beneficially owned except to the
    extent of his or its pecuniary interest therein.(4)
    
    Includes 730,000 shares of common stock owned directly by
    Bennett Offshore Restructuring Fund, Inc. The investment manager
    of Bennett Offshore Restructuring Fund, Inc. is Bennett Offshore
    Investment Corporation, a Connecticut corporation, of which
    James D. Bennett is the President and, together with the BT
    Trust U/D 12/9/2004, the owner. Mr. Bennett, BT
    Trust U/D 12/9/2004 and Bennett Offshore Investment
    Corporation may be deemed to beneficially own the
    730,000 shares of common stock held by Bennett Offshore
    Restructuring Fund, Inc. Each of Mr. Bennett, BT
    Trust U/D 12/9/2004 and Bennett Offshore Investment
    Corporation specifically disclaim beneficial ownership of the
    shares of common stock deemed to be beneficially owned except to
    the extent of his or its pecuniary interest therein.(5)
    
    Includes 741,220 shares of common stock owned directly by J.P.
    Morgan Securities Inc., whose parent corporation is JPMorgan
    Chase & Co.(6)
    
    Includes 634,130 shares of common stock owned directly by
    J.W. Childs Equity Partners II, L.P. and 53,511 shares of
    our common stock owned directly by JWC-InSight Co-invest LLC, an
    affiliate of J.W. Childs Equity Partners II, L.P. The general
    partner of J.W. Childs Equity Partners II, L.P. is J.W. Childs
    Advisors II, L.P., a Delaware limited partnership. The general
    partner of J.W. Childs Advisors II, L.P. is J.W. Childs
    Associates, L.P., a Delaware limited partnership. The general
    partner of J.W. Childs Associates, L.P. is J.W. Childs
    Associates, Inc., a Delaware corporation. J.W. Childs Advisors
    II, L.P., J.W. Childs Associates, L.P. and J.W. Childs
    Associates, Inc. may be deemed to beneficially own the
    687,641 shares of our common stock held by J.W. Childs
    Equity Partners II, L.P. and JWC-InSight Co-invest LLC. John W.
    Childs, Glenn A. Hopkins, Adam L. Suttin, William E. Watts, and
    David Fiorentino, as well as Steven G. Segal (as indicated in
    footnote 12), share voting and investment control over, and
    therefore may be deemed to beneficially own, the shares of
    common stock held by these entities.(7)
    
    As the Chief Investment Strategist of Bennett Management
    Corporation, an affiliate of James D. Bennett, Mr. Linden
    may be deemed to beneficially own the shares of common stock
    beneficially held by Mr. Bennett and his affiliated
    entities. Mr. Linden disclaims beneficial ownership of such
    shares. Does not include (i) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not yet exercisable. See
    Director Compensation for details regarding the
    grant of these options. 105




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##### Table of Contents



(8)
    
    Does not include (i) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not currently exercisable. See
    Director Compensation for details regarding the
    grant of these options.(9)
    
    Does not include (i) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not yet exercisable. See
    Director Compensation for details regarding the
    grant of these options.(10)
    
    Does not include (i) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not yet exercisable. See
    Director Compensation for details regarding the
    grant of these options.(11)
    
    Does not include (i) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not yet exercisable. See
    Director Compensation for details regarding the
    grant of these options.(12)
    
    As a Special Limited Partner of J.W. Childs Associates, L.P.,
    which manages J.W. Childs Equity Partners II, L.P., and a member
    of JWC-InSight Co-invest LLC, Mr. Segal may be deemed to
    beneficially own the 634,130 shares of our common stock
    owned by J.W. Childs Equity Partners II, L.P. and the
    53,511 shares of our common stock held directly by
    JWC-InSight Co-invest LLC. Mr. Segal disclaims beneficial
    ownership of such shares. Does not include (i) an option to
    purchase 10,672 shares of our common stock at an exercise
    price of $1.01 per share and (ii) an option to purchase
    10,672 shares of our common stock at an exercise price of
    $1.16 per share, which are not yet exercisable. See
    Director Compensation for details regarding the
    grant of these options.(13)
    
    Does not include an option to purchase 192,000 shares of
    our common stock at an exercise price of $0.36 per share, which
    is not yet exercisable. See Outstanding Equity Awards at
    Year End for details regarding the grant of these options.(14)
    
    Does not include an option to purchase 65,000 shares of our
    common stock at an exercise price of $0.36 per share, which is
    not yet exercisable. See Outstanding Equity Awards at Year
    End for details regarding the grant of these options.(15)
    
    Does not include an option to purchase 85,000 shares of our
    common stock at an exercise price of $0.36 per share, which is
    not yet exercisable. See Outstanding Equity Awards at Year
    End for details regarding the grant of these options.(16)
    
    Does not include options to 715,064 shares of our common
    stock at various exercise prices, which are not yet exercisable.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Compensation
    Committee Interlocks and Insider Participation
    Family-Member
    Relationship
  sister-in-law
 106




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##### Table of Contents



Policies
    and Procedures Regarding Related Persons and Code of Ethical
    Conduct
    Form 8-K
  Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    2009


2008Audit Fees(1)

$
386,000


$
673,000Audit Related Fees






Tax Fees(2)


159,000



162,000Subtotal

$
545,000


$
835,000All Other Fees






Total Fees

$
545,000


$
835,000     (1)
    
    Audit Fees  fees for auditing our annual consolidated
    financial statements, reviewing the condensed consolidated
    financial statements included in our quarterly reports on
    Form 10-Q
    and registration statement related to an exchange offer and
    other SEC filings.(2)
    
    Tax Fees  fees for reviewing federal, state, and
    local income and franchise tax returns, tax research and other
    tax planning services. 107




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##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  ITEM 15
    (a) (1).
    FINANCIAL
    STATEMENTS     
 Reports of Independent Registered Public
    Accounting FirmConsolidated Balance SheetsConsolidated Statements of OperationsConsolidated Statements of Stockholders
    EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements   ITEM 15
    (a) (2).
    FINANCIAL
    STATEMENT SCHEDULES  Schedule II  Valuation and
    Qualifying Accounts      ITEM 15
    (a) (3).
    EXHIBITS  ExhibitNumber

Description and References*2
.1

Second Amended Joint Prepackaged Plan of Reorganization of
    InSight Health Services Holdings Corp. (the
    Company), et al. dated May 29, 2007, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*2
.2

Amended Plan Supplement of the Company, et al. dated
    July 7, 2007, previously filed and incorporated herein by
    reference from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*3
.1

Amended and Restated Certificate of Incorporation of the
    Company, previously filed and incorporated herein by reference
    from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*3
.2

Second Amended and Restated Bylaws of the Company, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*4
.1

Indenture, dated September 22, 2005, by and among InSight
    Health Services Corp. (InSight), the Company, the
    subsidiary guarantors (named therein) and U.S. Bank National
    Association, with respect to Senior Secured Floating Rate Notes
    due 2011, previously filed and incorporated herein by reference
    from InSights Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.2

First Supplemental Indenture, dated as of May 18, 2006, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Annual Report on
    Form 10-K,
    filed on September 27, 2006.*4
.3

Second Supplemental Indenture, dated as of May 29, 2007, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Current Report on
    Form 8-K,
    filed on June 4, 2007.*4
.4

Third Supplemental Indenture, dated as of July 9, 2007, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Annual Report on
    Form 10-K,
    filed on September 21, 2007. 108




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##### Table of Contents



ExhibitNumber

Description and References*4
.5

Fourth Supplemental Indenture, dated as of December 16,
    2009, to the Indenture dated September 22, 2005, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-Q,
    filed on February 17, 2009.*4
.6

Security Agreement, dated September 22, 2005, by and among
    the Loan Parties (as defined therein) and U.S. Bank National
    Association, as Collateral Agent, previously filed and
    incorporated herein by reference from InSights
    Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.7

Pledge Agreement, dated September 22, 2005, by and among
    the Loan Parties (as defined therein) and U.S. Bank National
    Association, as Collateral Agent, previously filed and
    incorporated herein by reference from InSights
    Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.8

Collateral Agency Agreement, dated September 22, 2005,
    among the Loan Parties (as defined therein) and U.S. Bank
    National Association, as Trustee and Collateral Agent,
    previously filed and incorporated herein by reference from
    InSights Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.9

Registration Rights Agreement, dated as of August 1, 2007,
    by and among the Company and certain holders of the
    Companys common stock, previously filed and incorporated
    herein by reference from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*10
.1

Second Amended and Restated Loan and Security Agreement, dated
    August 31, 2007, by and among InSights subsidiaries
    listed therein, the lenders named therein and Bank of America,
    N.A. as collateral and administrative agent, previously filed
    and incorporated herein by reference from the Companys
    Current Report on
    Form 8-K,
    filed on August 7, 2007.*10
.2

Executive Employment Agreement, dated October 22, 2004,
    among InSight, the Company and Patricia R. Blank,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on January 26, 2005.*10
.3

Executive Employment Agreement, dated April 7, 2008, among
    InSight, and Louis E. Hallman, III, previously filed and
    incorporated herein by reference from the Companys Current
    Report on
    Form 8-K,
    filed on April 14, 2008.*10
.4

Executive Employment Agreement, dated August 10, 2005,
    among InSight, the Company and Donald F. Hankus,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on September 30, 2005.*10
.5

Form of Amended and Restated Indemnification Agreement,
    previously filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 22, 2005.*10
.6

Form of the Companys and InSights Indemnification
    Agreement, previously filed and incorporated by references from
    the Companys Annual Report
    Form 10-K
    filed on September 21, 2007.*10
.7

The Companys 2008 Director Stock Option Plan,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.8

Form of the Companys 2008 Director Stock Option Plan
    Nonstatutory Stock Option Grant Agreement with an exercise price
    of $1.01 per share, previously filed and incorporated herein by
    reference from the Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.9

Form of the Companys 2008 Director Stock Option Plan
    Nonstatutory Stock Option Grant Agreement with an exercise price
    of $1.16 per share, previously filed and incorporated herein by
    reference from the Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.10

The Companys 2008 Employee Stock Option Plan previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.11

Form of the Companys 2008 Employee Stock Option Plan
    Nonstatutory Stock Option Grant Agreement, previously filed and
    incorporated herein by reference from the Companys Current
    Report on
    Form 8-K,
    filed on April 18, 2008.*10
.12

Executive Employment Agreement dated May 15, 2008, by and
    between InSight and Bernard J. ORourke,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on May 21, 2008.*10
.13

Executive Employment Agreement dated October 27, 2008, by
    and between InSight and Keith S. Kelson, previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on November 4, 2008. 109




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##### Table of Contents



ExhibitNumber

Description and References*10
.14

Executive Employment Agreement dated October 27, 2008, by
    and between InSight and Steven M. King, previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on November 4, 2008.21
.1

Subsidiaries of Company, filed herewith.31
.1

Certification of Louis E. Hallman, III, the Companys
    Chief Executive Officer, pursuant to
    Rule 15d-14
    of the Securities Exchange Act of 1934, filed herewith.31
.2

Certification of Keith S. Kelson, the Companys Chief
    Financial Officer, pursuant to
    Rule 15d-14
    of the Securities Exchange Act of 1934, filed herewith.32
.1

Certification of Louis E. Hallman, III, the Companys
    Chief Executive Officer, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, filed herewith.32
.2

Certification of Keith S. Kelson, the Companys Chief
    Financial Officer, pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002, filed herewith.     *
    
    Previously filed  ITEM 15
    (b).
    The
    Exhibits described above in Item 15(a)(3) are attached
    hereto or incorporated by reference herein, as
    noted.  ITEM 15
    (c).
    Not
    applicable. 110




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##### Table of Contents



SIGNATURES      By
    /s/  Louis
    E. Hallman, III         Signature

Title

Date/s/  Louis
    E. Hallman, IIILouis
    E. Hallman, III

President and Chief Executive Officer and Director 
    (Principal Executive Officer)

September 21, 2009/s/  Keith
    S. KelsonKeith
    S. Kelson

Executive Vice President and Chief Financial Officer 
    (Principal Financial and Accounting Officer)

September 21, 2009/s/  Wayne
    B. LowellWayne
    B. Lowell

Chairman of the Board and Director

September 21, 2009/s/  Eugene
    LindenEugene
    Linden

Director

September 21, 2009/s/  Richard
    NevinsRichard
    Nevins

Director

September 21, 2009/s/  James
    A. OvendenJames
    A. Ovenden

Director

September 21, 2009/s/  Keith
    E. RechnerKeith
    E. Rechner

Director

September 21, 2009/s/  Steven
    G. SegalSteven
    G. Segal

Director

September 21, 2009  111




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##### Table of Contents



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
    PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH
    HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF
    THE ACT.
  Form 10-K,
 112




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##### Table of Contents



SCHEDULE II
    INSIGHT HEALTH SERVICES HOLDINGS CORP. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS
    FOR THE YEAR ENDED JUNE 30, 2009, ELEVEN MONTHS ENDED JUNE 30,
    2008,
    ONE MONTH ENDED JULY 31, 2007 AND THE YEAR ENDED JUNE 30,
    2007  Balance at











Balance atBeginning of


Charges to


Charges to





End ofPeriod


Expenses


Revenues


Other


Period(Amounts in thousands)SuccessorYear ended June 30, 2009:Allowance for doubtful accounts

$
8,518


$
3,986


$



$
(8,100
)(A)

$
4,404Allowance for contractual adjustments


15,401







125,694



(128,176
)(B)


12,919Valuation Allowance on Deferred Taxes


72,174











5,448
(C)


77,622$
100,199


$
3,986


$
125,694


$
(130,828
)

$
93,537Eleven months ended June 30, 2008:Allowance for doubtful accounts

$
12,515


$
5,790


$



$
(9,787
)(A)

$
8,518Allowance for contractual adjustments


21,518







153,002



(159,119
)(B)


15,401Valuation Allowance on Deferred Taxes


89,441











(17,267
)(C)


72,174$
123,474


$
5,790


$
153,002


$
(182,067
)

$
100,199PredecessorOne month ended July 31, 2007:Allowance for doubtful accounts

$
12,648


$
389


$



$
(522
)(A)

$
12,515Allowance for contractual adjustments


21,454







14,585



(14,521
)(B)


21,518Valuation Allowance on Deferred Taxes


89,441















89,441$
123,543


$
389


$
14,585


$
(15,043
)

$
123,474Year ended June 30, 2007:Allowance for doubtful accounts

$
9,788


$
5,643


$



$
(2,783
)(A)

$
12,648Allowance for contractual adjustments


22,712







175,085



(176,343
)(B)


21,454Valuation Allowance on Deferred Taxes


65,572











23,869
(C)


89,441$
98,072


$
5,643


$
175,085


$
(155,257
)

$
123,543     (A)
    
    Write-off of uncollectible accounts.(B)
    
    Write-off of contractual adjustments, representing the
    difference between our charge for a procedure and what we
    receive from payors.(C)
    
    Changes due to increase or decreases in deferred tax assets and
    liabilities. 113




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##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Description and References*2
.1

Second Amended Joint Prepackaged Plan of Reorganization of
    InSight Health Services Holdings Corp. (the
    Company), et al. dated May 29, 2007, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*2
.2

Amended Plan Supplement of the Company, et al. dated
    July 7, 2007, previously filed and incorporated herein by
    reference from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*3
.1

Amended and Restated Certificate of Incorporation of the
    Company, previously filed and incorporated herein by reference
    from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*3
.2

Second Amended and Restated Bylaws of the Company, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*4
.1

Indenture, dated September 22, 2005, by and among InSight
    Health Services Corp. (InSight), the Company, the
    subsidiary guarantors (named therein) and U.S. Bank National
    Association, with respect to Senior Secured Floating Rate Notes
    due 2011, previously filed and incorporated herein by reference
    from InSights Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.2

First Supplemental Indenture, dated as of May 18, 2006, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Annual Report on
    Form 10-K,
    filed on September 27, 2006.*4
.3

Second Supplemental Indenture, dated as of May 29, 2007, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Current Report on
    Form 8-K,
    filed on June 4, 2007.*4
.4

Third Supplemental Indenture, dated as of July 9, 2007, to
    the Indenture dated September 22, 2005, previously filed
    and incorporated herein by reference from the Companys
    Annual Report on
    Form 10-K,
    filed on September 21, 2007.*4
.5

Fourth Supplemental Indenture, dated as of December 16,
    2009, to the Indenture dated September 22, 2005, previously
    filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-Q,
    filed on February 17, 2009.*4
.6

Security Agreement, dated September 22, 2005, by and among
    the Loan Parties (as defined therein) and U.S. Bank National
    Association, as Collateral Agent, previously filed and
    incorporated herein by reference from InSights
    Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.7

Pledge Agreement, dated September 22, 2005, by and among
    the Loan Parties (as defined therein) and U.S. Bank National
    Association, as Collateral Agent, previously filed and
    incorporated herein by reference from InSights
    Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.8

Collateral Agency Agreement, dated September 22, 2005,
    among the Loan Parties (as defined therein) and U.S. Bank
    National Association, as Trustee and Collateral Agent,
    previously filed and incorporated herein by reference from
    InSights Registration Statement on
    Form S-4,
    filed on October 28, 2005.*4
.9

Registration Rights Agreement, dated as of August 1, 2007,
    by and among the Company and certain holders of the
    Companys common stock, previously filed and incorporated
    herein by reference from the Companys Annual Report on
    Form 10-K,
    filed on September 21, 2007.*10
.1

Second Amended and Restated Loan and Security Agreement, dated
    August 31, 2007, by and among InSights subsidiaries
    listed therein, the lenders named therein and Bank of America,
    N.A. as collateral and administrative agent, previously filed
    and incorporated herein by reference from the Companys
    Current Report on
    Form 8-K,
    filed on August 7, 2007.*10
.2

Executive Employment Agreement, dated October 22, 2004,
    among InSight, the Company and Patricia R. Blank,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on January 26, 2005.*10
.3

Executive Employment Agreement, dated April 7, 2008, among
    InSight, and Louis E. Hallman, III, previously filed and
    incorporated herein by reference from the Companys Current
    Report on
    Form 8-K,
    filed on April 14, 2008. 114




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##### Table of Contents



ExhibitNumber

Description and References*10
.4

Executive Employment Agreement, dated August 10, 2005,
    among InSight, the Company and Donald F. Hankus,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on September 30, 2005.*10
.5

Form of Amended and Restated Indemnification Agreement,
    previously filed and incorporated herein by reference from the
    Companys Annual Report on
    Form 10-K,
    filed on September 22, 2005.*10
.6

Form of the Companys and InSights Indemnification
    Agreement, previously filed and incorporated by references from
    the Companys Annual Report
    Form 10-K
    filed on September 21, 2007.*10
.7

The Companys 2008 Director Stock Option Plan,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.8

Form of the Companys 2008 Director Stock Option Plan
    Nonstatutory Stock Option Grant Agreement with an exercise price
    of $1.01 per share, previously filed and incorporated herein by
    reference from the Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.9

Form of the Companys 2008 Director Stock Option Plan
    Nonstatutory Stock Option Grant Agreement with an exercise price
    of $1.16 per share, previously filed and incorporated herein by
    reference from the Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.10

The Companys 2008 Employee Stock Option Plan previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on April 18, 2008.*10
.11

Form of the Companys 2008 Employee Stock Option Plan
    Nonstatutory Stock Option Grant Agreement, previously filed and
    incorporated herein by reference from the Companys Current
    Report on
    Form 8-K,
    filed on April 18, 2008.*10
.12

Executive Employment Agreement dated May 15, 2008, by and
    between InSight and Bernard J. ORourke,
    previously filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on May 21, 2008.*10
.13

Executive Employment Agreement dated October 27, 2008, by
    and between InSight and Keith S. Kelson, previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on November 4, 2008.*10
.14

Executive Employment Agreement dated October 27, 2008, by
    and between InSight and Steven M. King, previously
    filed and incorporated herein by reference from the
    Companys Current Report on
    Form 8-K,
    filed on November 4, 2008.21
.1

Subsidiaries of Company, filed herewith.31
.1

Certification of Louis E. Hallman, III, the Companys
    Chief Executive Officer, pursuant to
    Rule 15d-14
    of the Securities Exchange Act of 1934, filed herewith.31
.2

Certification of Keith S. Kelson, the Companys Chief
    Financial Officer, pursuant to
    Rule 15d-14
    of the Securities Exchange Act of 1934, filed herewith.32
.1

Certification of Louis E. Hallman, III, the Companys
    Chief Executive Officer, pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, filed herewith.32
.2

Certification of Keith S. Kelson, the Companys Chief
    Financial Officer, pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002, filed herewith.     *
    
    Previously filed 115