Good day, and welcome to the Radnet, Inc. Third Quarter 2020 Financial Results Call. Today's conference is being recorded. At this time, I'd like to turn the conference over to Mr. Mark Stolper, Executive Vice President and Chief Financial Officer of Radnet. Please go ahead, sir.

Thank you. Good morning, ladies and gentlemen, and thank you for joining Dr. Howard Berger and me today to discuss RadNet's third quarter 2020 financial results. Before we begin today, we'd like to remind everyone of the safe harbor statement under the Private Securities Litigation Reform Act of 1995. This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning anticipated future financial and operating performance and liquidity, our response to and the expected future impact of COVID-19, our ability to stabilize and continue to grow the business by generating patient referrals and contracts with radiology practices, recruiting and retaining technologists, consummating acquisitions and joint ventures receiving third-party reimbursement for diagnostic imaging services, successfully integrating acquired operations, generating revenue and adjusted EBITDA for the acquired operations as estimated, among others, are forward-looking statements within the meaning of the safe harbor. Forward-looking statements are based on management's current preliminary expectations and they're subject to risks and uncertainties, which may cause RadNet's actual results to differ materially from the statements contained herein. These risks and uncertainties include those risks set forth in RadNet's reports filed with the SEC from time to time. Including RadNet's annual report on Form 10-K for the year ended December 31, 2019 and our quarterly report on Form 10-Q to be filed shortly. Undue reliance should not be placed on forward-looking statements, especially guidance on future financial performance, which speaks only as of the date it is made. RadNet undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events. And with that, I'd like to turn the call over to Dr. Berger.

Thank you, Mark. Good morning, everyone, and thank you for joining us today. On today's call, Mark and I plan to provide you with highlights from our third quarter 2020 results, give you more insight into factors which affected this performance, discuss in some detail the progress we made during this COVID-19 period and give details about our future strategy. After our prepared remarks, we will open the call to your questions. I'd like to thank all of you for your interest in our company and for dedicating a portion of your day to participate in our conference call this morning. Before we start, I would like to say on behalf of myself and the entire team of RadNet, we hope all of you and your loved ones are healthy and staying safe. We are extremely grateful for all of our stakeholders including our employees, business partners, lenders and shareholders. Let's begin. I am very pleased with the performance of our business in the third quarter. Our significantly improved revenue and profitability relative to the second quarter is the result of recovering procedural volumes and the multitude of cost savings and cash conservation measures we instituted throughout the COVID-19 period. Our revenue increased 53.1% sequentially from the second quarter with a procedural volume increase of 66.2%, driving this top line performance. This was an increase of $101.2 million in revenue from the second quarter's results. Perhaps even more notable is our improvement in adjusted EBITDA and earnings. Our adjusted EBITDA more than doubled from the second quarter, increasing from $22.6 million to $45.8 million. This difference would have been even greater had we not recognized $25.5 million of CARES Act funds in the second quarter. By comparison, we recorded only $221,000 of CARES Act funds in the third quarter. As…

Thank you, Howard. I'm now going to briefly review our third quarter 2020 performance and attempt to highlight what not apple to be some material items. I will also give some further financial statements as well as pro some insights into some of the metrics that drove our third quarter 2020. In my discussion, I will use the term adjusted EBITDA, which is non-GAAP financial measure. The company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization and excludes losses or gains on the disposal of equipment, other income or loss, loss on debt extinguishments and noncash equity compensation. Adjusted EBITDA includes equity earnings and unconsolidated operations and subtracts allocations of earnings to noncontrolling interest in subsidiaries and is adjusted for noncash or binary and one time taking place in the period. A full quantitative reconciliation of adjusted EBITDA to net income or loss attributable to RadNet, Inc. common shareholders is included in our earnings release and our current report on Form 8-K filed with the SEC. With that said, I'd now like to review our third quarter results. So the third quarter, RadNet reported revenue of $291.8 million and adjusted EBITDA of $45.8 million. As Dr. Berger discussed in his remarks, this performance was a significant improvement from these metrics in the second quarter and is reflective of a major recovery of our business from the impacts of COVID-19. Compared to the second quarter of this year, rev increased $101.2 million or 53.1% and adjusted EBITDA increased $23.2 million or 102.8%. Relative to last year's third quarter, a quarter of that was not impacted by COVID-19. Revenue decreased only by $916,000 or 0.3%, and adjusted EBITDA increased $4.8 million or 11.7%. Our adjusted EBITDA margin increased 385 basis points or 3.9% from the second quarter of 2020…

Thank you, Mark. The coronavirus pandemic has allowed us to take a pause from the rapid growth path we have followed over the last several years and evaluate all aspects of our business. The efficiencies we created during this period position our operations for a strong performance in 2021. Furthermore, we ended 2021 with the strongest liquidity position in the company's history. The sizes continuing to drive growth and efficiency in our core imaging center business, we will further pursue ancillary opportunities to drive revenue, increase margins and reduce costs. For example, this year, we installed our first installation of the Tulsa probe system and incision free thermal ultrasound system designed to treat prostate disease. We have begun to see patients at one of our Los Angeles area locations and are eager to expand this business as it is adopted as this new procedure is adopted and continues to drive demand. Another ancillary opportunity we have been aggressively pursuing is our commitment to artificial intelligence. In the second quarter of this year, we completed the acquisition of DeepHealth which has become the cornerstone of our artificial intelligence strategy. We are on track to submit for our first approval to the Federal Drug Administration detail's first Manyathi product by end of the year. We hope to be utilizing DeepHealth's first AI product in our workflow in the second half of next year, which we believe will enable our radiologists to be more accurate and efficient. As we move into 2021, health system joint ventures will be another ancillary opportunity for growth. Currently, over 25% of our facilities are jointly owned with community hospitals and large health systems and with the Dignity partnership in Phoenix, we have demonstrated our willingness to enter new geographic markets in conjunction with entrenched partners. These partnerships, on average, drive higher margins in our wholly owned centers and assist us in securing fair long-term pricing with regional payers. In the third quarter, we announced a multifaceted collaboration agreement with Hologic, focused on improving women's health. Hologic will contribute capabilities and insights behind its market-leading hardware and software and will drive, and we will shared data with a logic produced by our fleet of high-resolution mammography systems, the largest in the nation. The data will be used to train and refine current and future products based on artificial intelligence. Both companies will work together to enable new joint market opportunities and further efforts to build clinician confidence and develop and integrate new artificial intelligence technologies. In conclusion, even in this challenging time, we continue to be very optimistic about the future of RadNet. We expect to emerge from COVID as the best-positioned company in our industry, and we're excited to keep you apprised of our progress in the coming quarters. Operator, we are now ready for the question-and-answer portion of the call.

[Operator Instructions]. We'll take our first question from Brian Tanquilut with Jefferies.

Congrats on a solid quarter. I guess, my first question, just to follow-up on your comments on the Medicare rules. Can you mind just reminding us how you're thinking about the impact on your P&L if the proposed rule goes through as it is. And then I think you've talked about timing. How do they think -- or how do you guys think they're going to implement a 1-1 cut if we haven't had any rules set out yet and we're already deep into November?

Sure. Thank you, Brian. So the conversion factor is declining from $36.09 to $32.26, which is a 10.6% decrease. So to the extent that the RVUs were to stay the same for CPT code in radiology, all radiology providers would be facing a 10.6% decline in their reimbursement. But that's not what Medicare did. Essentially what Medicare did is they -- the RVU calculation, as you're aware, is -- consists of the a technical portion of the RVU and a professional portion of the RVU. For the professional portion of the RVU, they either -- depending upon the modality of the CPT code, they either kept it the same or they actually, on average, decrease the professional RVUs to the tune of 1.2%. So most of the professional only model, such as hospital-based radiologists next year if the proposed cut goes into place are facing really an 11% to 12% hit on the various CPT codes. But for the technical RVUs, they actually increased the technical RVUs across the board. I'll give you a couple of examples. For instance, our 2 X-Rays is our largest procedure by volume. And our 2 most common X-ray procedures are a 2 view, Chest X-ray and then the x-ray of the spine mumble sacral, which is a 4 view X-ray. And the technical RVUs are going up for each of those by 8.7% and 10.3%, respectively. So the increase in the technical RVUs is partially mitigating the decrease in the conversion factor, and that's happened across the board. For instance, in CT, our most common CPT codes is the CT of the abdomen and pelvis. And the technical -- the global RVUs of that is going up by 7.3%. And so you can see what they've tried to do for imaging centers after 8…

Mark, okay. So just to summarize that, so basically, versus what you thought the cuts would impact here or how it would affect you from what your comments on Q2, nothing has changed, right? Like as you've done more work, it's the same exact number, $11 million give or take?

Correct.

Okay. Cool, awesome. And then, I guess, if you don't mind, just giving us some comments on the Arizona strategy. So this is obviously the first time we're seeing you go into a new market in a while. And continue to an existing operation. So if you don't mind just describing us, what you saw in the Arizona market that made you decide to go in. And is this something that you think we would see more of as you replicate that entry strategy? Or Arizona, obviously, is close to your California operations there. Is that a factor? Or are you willing to go into new -- completely new geographies?

Thank you, Brian. I'll take that. The entrant into the Phoenix market was really a combination of factors. First and foremost, it's an extension of an existing relationship that we have with the dignity Health system, which has now, as you are aware, become part of the common spirit after a merger with Castle healthcare initiatives. So we were introduced very favorably to the leadership in Phoenix, and they asked us to really help them with an outpatient imaging strategy in that marketplace. Given that we also had an opportunity to buy 8 centers in that market through an existing relationship with the white rated company that we do business with. We found a good combination of circumstances that made it attractive to us. As I had said on previous close calls while we would be interested in going into new markets, we needed really 2 factors to be part of that decision making. And it really has nothing to do with the geographic closeness of existing markets, but more with the dynamics in the marketplace. One is, could we find a good partner to enter a new market that like dignity was looking for assistance with developing and outpatient strategy. And was there a path for us like we have in all of our other markets, to have considerable growth and be a very substantial player in that market. We fortunately found both of those in the Phoenix market, which also is a rapidly growing market, perhaps one of the fastest in the country. And in the Phoenix market, where most of these initial centers are of over 5 million people become similar to other markets that we have entered. So not inter but we're already currently in. So I think the mix of opportunities there created a very nice pathway for us. Also, it shouldn't go unnoticed that a few weeks ago, Cigna Health announced that they were no longer going to be reimbursing patient imaging performed in hospitals except for certain circumstances. And I think that, that is additionally kind of forcing some of these hospitals and health systems to reevaluate the inevitable transition out of hospitals of ancillary outpatient services such as our patient imaging. So while this may be the first, new market that we've entered into since 2013, I think that there will be other conversations that we'll continue to have with health systems that look to the leader in outpatient imaging, namely edmed, to assist them in that process.

Yes. In Dignity is a unique partner in that particular market. They have tremendous breadth of operations there. In addition, Brian, to owning 8 hospitals, either owning or affiliated with 8 hospitals. They're also a big player in the medical groups there in Phoenix. They own one medical group that has 100,000 lives called Dignity Medical Group. They have a 50% ownership in 2 other significant medical groups there, one called Arizona Care network another one called Mercy Care. Each one of those has 300,000 lives. So we're talking about 600,000 lives there. And they are aligned with another medical group called integrated medical services there that has 100,000 lives. So between that, there are 8 hospitals and urgent care center network that they own an affiliation with Barrow Neuroscience Institute as well as the Phoenix Children's hospital and others there. They control a tremendous or they have influenced over a tremendous amount of imaging, which currently is going to competitive imaging centers. So we think as we devote focus resources as we build centers along with in conjunction with Dignity, as we purchase other centers in that marketplace and significantly broaden our scale and our access in Phoenix, we believe that we have a strong opportunity to capture a lot of those lives and patient volume. No.

Awesome. And then, Mark, just from a recovery trans perspective, would you be able to share with us how volumes trended over the course of the quarter? And any comment you can share on how things are trending through October considering, obviously, the resurgence of COVID and a lot of new -- a lot of markets and also the wild side of California.

Brian, I'll take that one. Yes. What we saw in the third quarter was a steady increase beginning primarily in the middle of August and extending through the end of the quarter, September. And by the end of September, we were approaching on a company-wide basis, about 95% of our original 2020 budget estimates in volume. That trend has continued and has increased slightly in October and the early part of November here. So our forecasting of the procedural volume increases that started in early August was very instrumental in allowing us to bring back, as I mentioned in our in my opening remarks, substantially all of our staff at our imaging centers and by October 1, bringing everybody back to their full compensation. So fortunately, I believe that the benefits that we saw in the third quarter, some of which will -- were as a result of lower salaries and other accommodations made with some of our vendors have now been -- have now allowed us to anticipate the increased cost from going back to normal staffing and with what we are expecting to be a nice increase in revenue for the whole of the fourth quarter as opposed to the somewhat averaging lower volumes for the whole of the third quarter.

That's awesome, Howard. And then I guess just last question for me to follow-up on that. Mark or Howard, I mean, how are you thinking about the durability of the cost savings initiatives that you've put through? I know Howard, you just said that you've reinstated a lot of the compensation. So how should we be thinking about the cost structure as we look at Q4 going forward?

Okay, Brian. Well, I think the pause, as I referred to it during the second and third quarters, has allowed us to look at many factors of the company's operations, which I think uniquely was created by the markedly reduced volumes that we saw in April and may predominantly because the company had grown so rapidly, primarily through acquisitions. We found that we did have a number of centers relatively close to each other. They had patients given the circumstances we're willing to travel to more than we might have thought in the past. So I think coming out of this year, we have created a lot of operational efficiencies, both from the staffing standpoint and the number of facilities that we need to operate. And I believe the combination of those will create some improvement in our performance, which we mentioned. And I think perhaps the best way to look at this brand would be that the margin expansion that we saw in the third quarter is what we're going to focus on to try to replicate in forward going quarters. So of course, that's subject to perhaps some of the cuts in the Medicare reimbursement should they go through, which would hurt those margins a little bit. But I think the additional cost savings that have not been fully implemented that we anticipate in 2021 will help mitigate that along with sustaining what I think is better workflows and efficiencies in our staffing. So I think perhaps looking at our margins going forward, will be the best way to estimate what the sustainability of the cost savings are.

We'll now take our next question from Mitra Ramgopal with Sidoti.

First, just trying to get a sense in terms of the volume rebound you saw, clearly, the environment is much better with easing of the lockdown restrictions, et cetera. But I was curious also if you're seeing any benefit and a result of maybe some of your competitors not being able to survive the pandemic?

Well, I think the. Mitra. I think that there's two facets to answer your question. As far as our competitors are concerned, I think that the impact of COVID will be something that we'll see more of in 2021 as some of our competitors who have not had the financial resources that we have as well as potentially the looming cuts in Medicare, most than to consider the viability of their own businesses. So I think the liquidity position that we're in has put us in a good position to potentially take benefit from that. As far as volumes are concerned, I think there is a myriad of factors that play both ways on that. First of all, I think it should be understood that volumes have come back substantially to the pre-close levels, I believe that there would be a number of people we still remain reluctant to come out of visitation. So access not just health care, but part and I believe that will stay that way for probably well into 2021 when, hopefully, as was announced this morning by Pfizer, to come closer to the vaccine that is not only effective, but we'll be solace by the verity of people. We do have some anecdotal evidence that, that is to do the case because the wound largest for portion of our business, meaning ex trade visits is the one that has not as yet returned to the pre quoted levels. And I believe that's explained by the fact that there is still a number of people who aren't accessing muting health or physicals or other minor problems. One, number two, elective surgeries are still down and those people who traditionally get test X rates or other procedures, boating the surgery, is also down. So I think as those will trail and they'll rebound more in the second half of next year. Fortunately, that's razor not a major driver amount lopsided. I believe part of the turn to normal volumes, is the fact that people were not accessing [indiscernible] we're not accessing health care necessary and now seeing that a little bit revolvement well, I think those two kind of counteract each other, somewhere in the mix there. I think you put it into the factors people like Cigna and other health insurers are continuing to make major rides, effects to directing people away from hospitals. And people themselves perhaps now look at outpatient ancillary services, particularly imaging in a little bit more of a rational, right, given the fact that they were not to have to go into the environment of a hospital. I think all of those factors have weighed in and will continue to improve for us, particularly going to be a better half in the coming months.

Okay. No, that's great. And then just first on the margin. Obviously, we saw really nice EBITDA margin expansion. And you've certainly rationalized the business we deal COVID impact I'm just curious going forward now, how quickly we should expect those savings to continue to flow through versus maybe balancing the need or some of the growth opportunities you've talked about, whether it's in mammography and as there?

Well, I think demography, and I'm glad you mentioned that, Mitch. I will be -- has been and will continue to be a major focus of the company's efforts. In the collaboration agreement that we announced with Hologic. Part of that is to take almost all of our 300 mammography systems to the new Hologic, high-definition platform and make those a unique state of the art opportunity at will be the first of its kind really in the United States. And then putting on top of that, the artificial intelligence that we hope to have beginning approval from the FDA in the early part of the year, will allow us, I think, to have a competitive advantage as well as expand the offerings that we have in a way that's unlike any other operator out there, whether it's hospital-based or operation imaging. Putting those together, currently doing about 4% of all the mammography in the United States, and we believe fitting our centers with new technology and in our own artificial intelligence of the will allow us to expand and increase that percentage even more than it is right now. So I think you can look to amity portion of our business continue to grow disproportionately to the rest of the business. And in and of itself, I think, is a potential harbinger where we, as a company, want to go with other screening procedures, particularly for prostate, colon and Chest to make these similar to mammography, something that can be orbed by individual themselves and supported by the insurance companies as part of the wellness part, hope to advance in 2021. I expect that you'll be hearing more of that from us also.

Okay. And then finally, as you mentioned, you're probably going to be the best placed operator coming out of the pandemic in the industry. I was just curious if we should expect it to be even more aggressive in terms of expansion plans, you obviously just announced a new JV and an expanded relationship. Just wondering what the pipeline looks like and also the appetite for M&A?

Well, the pipeline has always been good here. Generally speaking, we don't go knocking on doors looking for acquisitions. We want motivated sellers, if you will, or opportunities that come our way. And we expect that those will increase in 2021, particularly if the Medicare reimbursement cuts are implemented. I think it's just going to make it that much more difficult for the traditional mom-and-pop and smaller operator to be viable. So we will remain disciplined. Part of our growth strategy since we've achieved leverage ratios that we're very pleased with and hope to even lower. We need to continue to be disciplined about how we do our acquisitions to certain at the company that does not leverage itself higher than what we believe are comfortable levels. And in fact, we're looking to improve upon that. Well, so I think we've had a disciplined growth strategy. It may very well be, particularly on the East Coast, where we have huge demand in some markets, particularly in the New York marketplace, that we may need to build our centers when if we don't find the opportunities for acquisitions that we deal.

We'll now take our next question from John Ransom with Raymond James.

The $11 million that you cited, does that include all the commercial contracts also tied to Medicare? Or is that just Medicare?

That's just Medicare. We have very few contracts that are tied to Medicare. We spent -- when we were living through the deficit Reduction act in the 7, 8 years that that followed where Medicare was hitting reimbursement, we did a pretty good job of unbundling most of our commercial contracts from Medicare. We still have some, John, as -- for instance, the Medicare Advantage plans. For the most part, are still tied to Medicare reimbursement. So those will adjust, but it's not going to be a material amount, another -- maybe another couple to a few million bucks.

Okay. Second question is -- okay, let's just assume that it's $13 million, $14 million, bad guy. What's the big guy in terms of fully realized cuts in '21 versus a partial year in '20?

Say that again, it was a little tough to hear you. A good guy as it relates to what?

Just the timing of having your cuts in place for the full year versus a partial year. So in other words, we could take up a number of $10 million, but we've only got $6 million in '20, but we'll get the full $10 million in '21, so then that would be for?

We plan on having most of all of the cost savings and initiatives that we're working on right now in place for the beginning of 2021. I'm talking about January. So as we finalize our budgets for 2021. We will have the vast majority of our cost savings initiatives in our 2021 budgets.

I mean, quantitatively, there is a pickup because you have a full year of those savings versus a partial year this year? Because you really didn't go into overdrive until maybe what, March, April. So is there an offsetting effect? Or am I just making this up?

I mean, yes, I mean, if you if you were to look at the third quarter results and its margins and what we produce in the fourth quarter, that will probably give you a pretty good indication of kind of our run rate going into next year. Obviously, there's some seasonality in this business. As you're aware, John, first quarter tends to be our most difficult quarter because of the reset of deductibles as well as weather conditions on the East Coast, which tends to make our first quarter volatile year-over-year. But aside from that, if you were to take our second and third quarter -- excuse me, our third and fourth quarter, which is obviously yet to be announced into next year, that will give you kind of a -- I think, a pretty good indication of the type of expensive savings that you can annualize into next year.

Okay. And then lastly for me, what strikes me is positive for you, but a little odd is, you operate in a couple of the tougher lockdown states in the U.S., California and New York? And if you talk to, say, other providers, they're still seeing volumes down, call it, high single, low double digits in those markets, but you're kind of back to flat do you -- is there some -- maybe some catch-up due to timing that people are just rescheduling procedures and there might be another a little bit of an air pocket? Or do you have any reason why your volumes will be higher than, say, physician office visits in some of those markets or business or that sort of thing. I'm just -- yes, you guys are steering much better than I thought you would just give your location?

John, yes, I think what happened is radiology and imaging, while it's an elective procedure, is really an essential procedure. And I think as more and more of the articles come out about the reduction in health care, what people are recognizing is the way health care is bad health care, and it's more costly to the system. So I think in the case of outpatient imaging, 2 factors are involved. Number one, people have determined that they'd rather be in an outpatient setting where the practice of safety measures can be more enhanced than it can be in hospitals, number one. And number two, taking mammography, for an example, you can you can delay that, but it's something that people estimate every month of delay is costly in terms of the potential morbidity and mortality related to breast cancer. So delaying some of these procedures has been something that I think has now being recognized is unadvisable number one. Number two, I think just in general, we've recovered very nicely in New York, which was the most locked down market back in April and early May. And although we saw was reductions, we saw a very quick return in those markets disproportionate to the way other businesses are being handled. So I think it's a matter of doctors going back into their offices and more business being directed into the outpatient centers, then it is necessarily people not wanting to access appropriate health care.

And that does conclude today's question-and-answer session. I'd like to turn the conference back over to management for any additional or closing remarks.

Again, I would like to take the opportunity to thank all of our shareholders for their continued support, and particularly the employees of RadNet for their dedication and hard work. Management will continue it's endeavor to be the market leader that provides great services with an appropriate return on investment for all stakeholders. Thank you for your time today, and I look forward to our next call. I wish all of you and your families' good health and safety during this unprecedented time.

Thank you. That does conclude today's conference. Thank you all for your participation. You may now disconnect.