SecProbe.io

September 20 , 2013

Via E -mail
Howard  G. Berger , M.D.
Chief Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA   90025

 Re:  RadNet, Inc.
  Form 10 -K for the  Year Ended December 31, 2012
  Filed March 18 , 2013
  Amendment No. 1 to Form 10 -K for the Year Ended December 31, 2012
  Filed April 1, 2013
  File No. 001 -33307

Dear Mr. Berger :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your fili ng, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.

 After reviewing any  information y ou provide in response to these comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31, 2012

General
1. Please be advised that your correct file number for Exchange Act reporting purposes i s
001-33307.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 2

Item 1.   Business, page 3

2. Based on review of historical trends of the last three years, it appears your business
experiences the lowest revenues during the first quarter of each year as indicated by net
losses recognized during the first quarters of 2013, 2012 and 2011. In addition, based on
the earnings release, you state your  first quarter is generally the most challenging quarter
with respect to procedural volumes because of typical seasonality in your business.
Please provide a draft to be included in future  filings to address the seasonality of your
business, as required by Item 303(a)(3) of Regulation S -K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

3. Please disclose in the Overview section the to tal diagnostic imaging services performed
for each year the consolidated statements of operations are presented.

4. Please tell us whether you have off -balance sheet arrangements pursuant to Item
303(a)(4) of Regulation S -K.  If so, present off -balance sheet  arrangements in a
separately -captioned section in future filings.

5. We note other operating expenses increased significantly (over 15%) during the year
ended December 31, 2012 and the quarter ended March 31, 2013. Please provide a draft
disclosure to be  included in future filing that describes the cause(s) of this change. Please
refer to Regulation S -K 303(a)(3). Alternatively, explain why you believe such disclosure
is not necessary.

Item 8. Financial Statements and Supplementary Data, page 50

Consol idated Statements of Operations, page 52

6. It appears that the caption “Cost of operations” excludes depreciation and amortization
for property and equipment directly attributed to the generation of revenue.  If so, revise
your presentation to comply with S AB 11:B, as applicable, by disclosing parenthetically
that depreciation and amortization are excluded from the caption “Cost of operations.”

Note 1 – Nature of Business, page 57

7. Please tell us how your VIE disclosures comply with the requirement to pre sent assets
and liabilities of the VIE on the face of your consolidated balance sheets pursuant to ASC
810-10-45-25.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 3

Note 2 – Summary of Significant Accounting Policies, page 58

Reclassification, page 58

8. Please tell us why the reclassification was appropriate pursuant to ASC 954 -605-45-5(b).
We note that it is your policy “to attempt to collect amounts due from patients…at the
time of service.”

Revenues, page 59

9. Please separately present managed care capitation revenues pursuant to ASC -954-605-
45-3.  We note that you received 13% of your payments from capitation arrangements in
2012.  Please comply with this comment in future filings and confirm your compliance
with us.

Deferred Financing Costs, page 60

10. Please tell us why you are not amortizing the deferred financing costs under the effective
interest method.

Note 4 – Facility Acquisitions, page 66

11. Please tell us how you considered ASC 805 -20-25-12 and 13 in concluding that favorable
lease and customer -related intangible assets were not requi red to be recognized for
Pueblo Radiology acquisition.

Note 5 – Goodwill and Other Intangible Assets, page 70

12. Based on Note 4, it appears that since January 1, 2010 you recognized customer -related
intangible assets for only the Imaging On Call, LLC acqui sition.  Please tell us how you
considered ASC 805 -20-25-10 and 805 -20-55-23 through 28 in concluding that
customer -related intangible assets were not required to be recognized apart from goodwill
for acquisitions other than Imaging On Call, LLC.

Note 8 – Notes Payable, Line of Credit and Capital Leases, page 71

13. We note you refinanced your credit facility in October 2012  and April 2013 . Please tell
us how you considered ASC 470 -50, Modifications and Extinguishment, for these
transaction s and provide us with your analysis to determine if the transaction s were  a
modification or extinguishment.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 4

Note 11 – Income Taxes, page 78

14. In determining that deferred tax assets are more likely than not to be realized, w e note the
objective evidence y ou evaluated was the “three years of cumulative operating income.”
Please tell us how you considered the three years of cumulative net loss (excluding the
2012 tax benefit of $60.4 million) in evaluating your objective evidence.

Amendment No. 1 to Form  10-K for the Year Ended December 31, 2012

Report of the Independent Registered Public Accounting Firm, page 3

15. We note that your independent auditor’s report refers to “the auditing standards” of the
PCAOB rather than to “the standards” of the PCAOB as i s required by the PCAOB’s
Auditing Standard No. 1.   Please explain why the report includes the qualifier
“auditing”; and if the reason is that there is a typographical error, please amend the filing
to include a corrected independent auditor’s report.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company  and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclos ures they have made.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 5

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staf f comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may conta ct Myra Moosariparambil , Staff Accountant,  at (202) 551 -3796 or Dean
Suehiro , Senior Staff Accountant,  at (202) 551 -3384  if you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551 -3871 with any other
questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining