Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33307 | |
Entity Registrant Name | RadNet, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3326724 | |
Entity Address, Address Line One | 1510 Cotner Avenue | |
Entity Address, City or Town | Los Angeles, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90025 | |
City Area Code | 310 | |
Local Phone Number | 478-7808 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | RDNT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 57,310,000 | |
Entity Central Index Key | 0000790526 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 99,170 | $ 134,606 |
Accounts receivable | 166,387 | 135,062 |
Due from affiliates | 4,428 | 5,384 |
Prepaid expenses and other current assets | 49,119 | 49,212 |
Total current assets | 319,104 | 324,264 |
PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS | ||
Property and equipment, net | 514,661 | 484,247 |
Operating lease right-of-use assets | 635,217 | 584,291 |
Total property, equipment and right-of-use assets | 1,149,878 | 1,068,538 |
OTHER ASSETS | ||
Goodwill | 577,781 | 513,820 |
Other intangible assets | 93,766 | 56,603 |
Deferred financing costs | 1,884 | 2,135 |
Investment in joint ventures | 48,936 | 42,229 |
Deferred tax assets | 5,415 | 14,853 |
Deposits and other | 43,955 | 36,032 |
Total assets | 2,240,719 | 2,058,474 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other | 296,935 | 263,937 |
Due to affiliates | 25,317 | 23,530 |
Deferred revenue | 3,847 | 10,701 |
Current operating lease liability | 67,255 | 65,452 |
Current portion of notes payable | 11,164 | 11,164 |
Total current liabilities | 404,518 | 374,784 |
LONG-TERM LIABILITIES | ||
Long-term operating lease liability | 628,634 | 577,675 |
Notes payable, net of current portion | 737,916 | 743,498 |
Other non-current liabilities | 18,266 | 16,360 |
Total liabilities | 1,789,334 | 1,712,317 |
EQUITY | ||
Common stock - $0.0001 par value, 200,000,000 shares authorized; 57,303,565 and 53,548,227 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 5 | 5 |
Additional paid-in-capital | 419,136 | 342,592 |
Accumulated other comprehensive loss | (24,603) | (20,421) |
Accumulated deficit | (82,355) | (93,272) |
Total RadNet, Inc.'s stockholders' equity | 312,183 | 228,904 |
Noncontrolling interests | 139,202 | 117,253 |
Total equity | 451,385 | 346,157 |
Total liabilities and equity | $ 2,240,719 | $ 2,058,474 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock - par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock - shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock - shares issued (in shares) | 57,303,565 | 53,548,227 |
Common stock - shares outstanding (in shares) | 57,303,565 | 53,548,227 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUE | ||||
Total service revenue | $ 354,375 | $ 333,918 | $ 696,141 | $ 649,237 |
Provider relief funding | 0 | 43 | 0 | 6,291 |
OPERATING EXPENSES | ||||
Cost of operations, excluding depreciation and amortization | 305,775 | 283,571 | 620,813 | 565,851 |
Depreciation and amortization | 28,862 | 24,011 | 55,980 | 46,667 |
Loss (gain) on sale and disposal of equipment and other | 81 | (1,567) | 1,209 | (2,874) |
Severance costs | 99 | 268 | 300 | 551 |
Total operating expenses | 334,817 | 306,283 | 678,302 | 610,195 |
INCOME FROM OPERATIONS | 19,558 | 27,678 | 17,839 | 45,333 |
OTHER INCOME AND EXPENSES | ||||
Interest expense | 11,385 | 12,171 | 22,978 | 24,997 |
Equity in earnings of joint ventures | (2,748) | (3,121) | (5,266) | (5,406) |
Non-cash change in fair value of interest rate swaps | (6,306) | (35) | (27,125) | (11,280) |
Debt restructuring and extinguishment expenses | 0 | 6,044 | 0 | 6,044 |
Other (income) expenses | (7) | 1,658 | 158 | 1,867 |
Total other expenses (income) | 2,324 | 16,717 | (9,255) | 16,222 |
INCOME BEFORE INCOME TAXES | 17,234 | 10,961 | 27,094 | 29,111 |
Provision for income taxes | (3,403) | (2,874) | (4,900) | (7,249) |
NET INCOME | 13,831 | 8,087 | 22,194 | 21,862 |
Net income attributable to noncontrolling interests | 5,926 | 5,214 | 11,276 | 9,531 |
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 7,905 | $ 2,873 | $ 10,918 | $ 12,331 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.20 | $ 0.24 |
DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.13 | $ 0.05 | $ 0.18 | $ 0.23 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||
Basic (in shares) | 56,059,824 | 52,238,709 | 55,683,335 | 52,004,653 |
Diluted (in shares) | 56,966,548 | 53,133,091 | 56,666,290 | 52,890,561 |
Service fee revenue | ||||
REVENUE | ||||
Total service revenue | $ 316,501 | $ 295,494 | $ 619,776 | $ 575,071 |
Revenue under capitation arrangements | ||||
REVENUE | ||||
Total service revenue | $ 37,874 | $ 38,424 | $ 76,365 | $ 74,166 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 13,831 | $ 8,087 | $ 22,194 | $ 21,862 |
Foreign currency translation adjustments | (4,766) | (9) | (6,030) | (21) |
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 924 | 920 | 1,847 | 1,845 |
COMPREHENSIVE INCOME | 9,989 | 8,998 | 18,011 | 23,686 |
Less comprehensive income attributable to noncontrolling interests | 5,926 | 5,214 | 11,276 | 9,531 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 4,063 | $ 3,784 | $ 6,735 | $ 14,155 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total Radnet, Inc.'s Equity | Common Stock | Common Stock DeepHealth, Inc. | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 51,640,537 | |||||||
Beginning balance, value at Dec. 31, 2020 | $ 258,303 | $ 165,743 | $ 5 | $ 307,788 | $ (24,051) | $ (117,999) | $ 92,560 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of options (in shares) | 2,500 | |||||||
Issuance of common stock upon exercise of options | 26 | 26 | 26 | |||||
Issuance of common stock under the equity compensation plan (in shares) | 1,033,358 | 1,635 | ||||||
Stock-based compensation expense | 17,145 | 17,145 | 17,145 | |||||
Purchase of noncontorlling interests | (4) | (4) | (4) | |||||
Contribution from noncontrolling partner | 123 | 123 | ||||||
Change in cumulative foreign currency translation adjustment | (21) | (21) | (21) | |||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 1,845 | 1,845 | 1,845 | |||||
Other | 0 | (1) | (1) | 1 | ||||
Net income | 21,862 | 12,331 | 12,331 | 9,531 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 52,678,030 | |||||||
Ending balance, value at Jun. 30, 2021 | 299,279 | 197,064 | $ 5 | 324,954 | (22,227) | (105,668) | 102,215 | |
Beginning balance (in shares) at Mar. 31, 2021 | 52,340,856 | |||||||
Beginning balance, value at Mar. 31, 2021 | 281,358 | 184,358 | $ 5 | 316,032 | (23,138) | (108,541) | 97,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of options (in shares) | 2,500 | |||||||
Issuance of common stock upon exercise of options | 26 | 26 | 26 | |||||
Issuance of common stock under the equity compensation plan (in shares) | 333,533 | 1,141 | ||||||
Stock-based compensation expense | 8,897 | 8,897 | 8,897 | |||||
Change in cumulative foreign currency translation adjustment | (9) | (9) | (9) | |||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 920 | 920 | 920 | |||||
Other | 0 | (1) | (1) | 1 | ||||
Net income | 8,087 | 2,873 | 2,873 | 5,214 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 52,678,030 | |||||||
Ending balance, value at Jun. 30, 2021 | 299,279 | 197,064 | $ 5 | 324,954 | (22,227) | (105,668) | 102,215 | |
Beginning balance (in shares) at Dec. 31, 2021 | 53,548,227 | |||||||
Beginning balance, value at Dec. 31, 2021 | 346,157 | 228,904 | $ 5 | 342,592 | (20,421) | (93,272) | 117,253 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the equity compensation plan (in shares) | 683,077 | 965,969 | ||||||
Stock-based compensation expense | 15,494 | 15,494 | 15,494 | |||||
Issuance of common stock for sale of unregistered securities for acquisition (in shares) | 2,106,292 | |||||||
Issuance of common stock for sale of unregistered securities for acquisition | 56,470 | 56,470 | 56,470 | |||||
Contribution from noncontrolling partner | 10,673 | 10,673 | ||||||
Sale of economic interests in majority owned subsidiary, net of taxes | 4,582 | 4,582 | 4,582 | 0 | ||||
Change in cumulative foreign currency translation adjustment | (6,030) | (6,030) | (6,030) | |||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 1,847 | 1,847 | 1,847 | |||||
Other | (2) | (2) | (2) | 1 | (1) | |||
Net income | 22,194 | 10,918 | 10,918 | 11,276 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 57,303,565 | |||||||
Ending balance, value at Jun. 30, 2022 | 451,385 | 312,183 | $ 5 | 419,136 | (24,603) | (82,355) | 139,202 | |
Beginning balance (in shares) at Mar. 31, 2022 | 56,197,826 | |||||||
Beginning balance, value at Mar. 31, 2022 | 421,450 | 298,847 | $ 5 | 409,863 | (20,761) | (90,260) | 122,603 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock under the equity compensation plan (in shares) | 152,889 | 952,850 | ||||||
Stock-based compensation expense | 4,693 | 4,693 | 4,693 | |||||
Sale of economic interests in majority owned subsidiary, net of taxes | 4,582 | 4,582 | 4,582 | |||||
Change in cumulative foreign currency translation adjustment | (4,766) | (4,766) | (4,766) | |||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 924 | 924 | 924 | |||||
Other | (2) | (2) | (2) | |||||
Net income | 13,831 | 7,905 | 7,905 | 5,926 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 57,303,565 | |||||||
Ending balance, value at Jun. 30, 2022 | $ 451,385 | $ 312,183 | $ 5 | $ 419,136 | $ (24,603) | $ (82,355) | $ 139,202 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ 22,194 | $ 21,862 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 55,980 | 46,667 |
Amortization of operating lease right-of-use assets | 34,055 | 36,834 |
Equity in earnings of joint ventures, net of dividends | (5,266) | (5,406) |
Amortization of deferred financing costs and loan discount | 1,295 | 1,959 |
Loss (gain) on sale and disposal of equipment and other | 1,209 | (2,874) |
Loss on extinguishment of debt | 0 | 1,496 |
Amortization of cash flow hedge, net of taxes | 1,847 | 1,845 |
Non-cash change in fair value of interest rate swaps | (27,125) | (11,280) |
Stock-based compensation | 15,795 | 17,145 |
Change in fair value of contingent consideration | (1,287) | 1,292 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: | ||
Accounts receivable | (30,566) | (28,156) |
Other current assets | (709) | 2,963 |
Other assets | 1,282 | (4,997) |
Deferred taxes | 4,732 | 5,297 |
Operating lease liability | (32,219) | (36,564) |
Deferred revenue | (7,565) | (7,147) |
Accounts payable, accrued expenses and other | 32,092 | 17,765 |
Net cash provided by operating activities | 65,744 | 58,701 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of imaging centers and other acquisitions | (26,009) | (64,918) |
Purchase of property and equipment | (72,659) | (53,799) |
Proceeds from sale of equipment | 4,121 | 500 |
Equity contributions in existing and purchase of interest in joint ventures | (1,441) | (1,441) |
Net cash used in investing activities | (95,988) | (119,658) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on notes and leases payable | 0 | (3,304) |
Payments on term loan debt | (6,625) | (613,279) |
Proceeds from debt refinancing, net of issuing costs | 0 | 716,369 |
Proceeds from revolving credit facility | 0 | 128,300 |
Payments on revolving credit facility | 0 | (128,300) |
Proceeds from issuance of common stock upon exercise of options | 0 | 26 |
Net cash (used in) provided by financing activities | (6,625) | 99,812 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 1,433 | (21) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (35,436) | 38,834 |
CASH AND CASH EQUIVALENTS, beginning of period | 134,606 | 102,018 |
CASH AND CASH EQUIVALENTS, end of period | 99,170 | 140,852 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 19,687 | 13,774 |
Cash paid during the period for income taxes | $ 126 | $ 1,471 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |||
Jan. 20, 2022 | Jan. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equipment acquired and leasehold improvements | $ 60,800 | $ 42,100 | ||
Investment in joint ventures | 48,936 | |||
Contributions | $ 300 | |||
Property and equipment, net | $ 514,661 | |||
Simi Valley Imaging Group, LLC | ||||
Investment in joint ventures | 400 | |||
Simi Adventist | ||||
Investment in joint ventures | $ 100 | |||
Aidence B.V | ||||
Shares issued (in shares) | 1,141,234 | |||
Equity interest issued, value assigned | $ 30,600 | |||
Quantib B.V | ||||
Shares issued (in shares) | 965,058 | |||
Equity interest issued, value assigned | $ 25,900 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. At June 30, 2022, we operated directly or indirectly through joint ventures with hospitals, 353 centers located in Arizona, California, Delaware, Florida, Maryland, New Jersey, and New York. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures. In addition to our center operations, we have certain other subsidiaries that develop Artificial Intelligence ("AI") products and solutions that are designed to enhance interpretation of radiographic images. Our operations comprise two segments for financial reporting purposes for this reporting period, Imaging Centers and Artificial Intelligence. For further financial information about these segments, see Note 5, Segment Reporting. The consolidated financial statements include the accounts of RadNet, Inc as well as its subsidiaries in which RadNet has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which we are the primary beneficiary (as described in more detail below). All material intercompany transactions and balances have been eliminated upon consolidation. All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report Accounting regulations stipulate that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity. VIEs that we consolidate as the primary beneficiary consist of professional corporations which are owned or controlled by individuals within our senior management and provide professional medical services for centers in Arizona, California, Delaware, Maryland, New Jersey and New York. These VIEs are collectively referred to as the consolidated medical group ("the Group"). RadNet provides non-medical, technical and administrative services to the Group for which it receives a management fee, pursuant to the related management agreements. Through the management agreements we have exclusive authority over all non-medical decision making related to the ongoing business operations and we determine the annual budget. The Group has insignificant operating assets and liabilities, and de minimis equity. Substantially all cash flows of the Group after expenses, including professional salaries, are transferred to us. We consolidate the revenue and expenses, assets and liabilities of the Group. The creditors of the Group do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of the Group. However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. The Group on a combined basis recognized $46.8 million and $45.1 million of revenue, net of management services fees to RadNet, for the three months ended June 30, 2022 and 2021, respectively and $46.8 million and $45.1 million of operating expenses for the three months ended June 30, 2022 and 2021, respectively. RadNet recognized $202.4 million and $190.6 million of total billed net service fee revenue for the three months ended June 30, 2022, and 2021, respectively, for management services provided to the Group relating primarily to the technical portion of billed revenue. The Group on a combined basis recognized $92.5 million and $91.2 million of revenue, net of management services fees to RadNet, for the six months ended June 30, 2022 and 2021, respectively and $92.5 million and $91.2 million of operating expenses for the six months ended June 30, 2022 and 2021, respectively. RadNet recognized $393.4 million and $369.5 million of total billed net service fee revenue for the six months ended June 30, 2022, and 2021, respectively, for management services provided to the Group relating primarily to the technical portion of billed revenue. The cash flows of the Group are included in the accompanying condensed consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our condensed consolidated balance sheets at June 30, 2022 and December 31, 2021, we have included approximately $100.6 million and $89.2 million, respectively, of accounts receivable and approximately $17.7 million and $14.4 million of accounts payable and accrued liabilities related to the Group, respectively. At all of our centers not serviced by the Group we have entered into long-term contracts with medical groups to provide professional services at those centers, including supervision and interpretation of diagnostic imaging procedures. The medical groups maintain full control over the physicians they employ. Through our management agreements, we make available to the medical groups the imaging centers, including all furniture, fixtures and medical equipment therein. The medical groups are compensated for their services from the professional component of the global net service fee revenue and after deducting management service fees paid to us, we have no economic controlling interest in these medical groups. As such, the financial results of these groups are not consolidated in our financial statements. We also own a 49% economic interest in ScriptSender, LLC, which provides secure data transmission services of medical information. Through a management agreement, RadNet provides management and accounting services and receives an agreed upon fee. ScriptSender, LLC is dependent on RadNet to finance its own activities, and as such we determined that it is a VIE but we are not a primary beneficiary since we do not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance. We have continued to finance ScriptSender during it's development phase and our maximum exposure to loss is $3.7 million, which represents our receivable balance from the entity. Maximum exposure to loss is the loss that we would absorb in the event that all of the assets of ScriptSender are deemed worthless. We paid operating expenses for the venture of $0.6 million in each of the three months ended June 30, 2022, and June 30, 2021, respectively and $1.0 million and $1.2 million for the six months ended June 30, 2022 and June 30, 2021, respectively. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include all information and footnotes necessary for conformity with U.S. generally accepted accounting principles for complete financial statements; however, in the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended June 30, 2022 and 2021 have been made. The results of operations for any interim period are not necessarily indicative of the results for a full year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained in our annual report on Form 10-K for the year ended December 31, 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES During the period covered in this report, there have been no material changes to the significant accounting policies we use and have explained, in our annual report on Form 10-K for the fiscal year ended December 31, 2021. The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2021. REVENUES - Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period when our obligations to provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payor (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by Medicare and Medicaid, or negotiated with managed care health plans and commercial insurance companies. The payment arrangements with third-party payors for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. As it relates to the Group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by them as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees. As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans. Our total service fee revenues during the three and six months ended June 30, 2022 and 2021 are presented in the table below. Our imaging review is based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage. Additional revenues are earned from our management services provided to joint ventures and our software and AI subsidiaries. In Thousands Three Months Ended Six Months Ended 2022 2021 2022 2021 Commercial insurance $ 195,066 $ 187,354 $ 383,615 $ 369,566 Medicare 77,879 71,407 148,800 134,877 Medicaid 9,704 9,039 18,788 17,486 Workers' compensation/personal injury 13,138 10,556 25,586 20,966 Other patient revenue 7,567 5,189 14,689 9,961 Management fee revenue 5,592 5,533 11,100 10,752 Software revenue 2,421 2,628 6,419 5,054 Other 3,577 3,788 8,623 6,409 Revenue under capitation arrangements 37,874 38,424 76,365 74,166 Imaging Center Segment Revenue 352,818 333,918 693,985 649,237 AI Segment Revenue 1,557 — 2,156 — Total service revenue $ 354,375 $ 333,918 $ 696,141 $ 649,237 COVID-19 PANDEMIC AND CARES ACT FUNDING - On March 11, 2020 the World Health Organization (WHO) designated COVID-19 as a global pandemic. To aid businesses and stimulate the national economy, Congress passed The Coronavirus Aid, Relief, and Economic Security ("CARES") Act, which was signed in to law on March 27, 2020. Beginning in the second quarter of 2020 and through the six months ended June 30, 2022, we received funding from the various programs established by the CARES Act as follows: • $39.6 million total of accelerated Medicare payments received, $39.5 million in the twelve months ended December 31, 2020 and $0.1 million in the twelve months ended December 31, 2021. • $4.0 million from the Paycheck Protection Program through the twelve months ended December 31, 2020. • $35.4 million total Provider Relief Funding, $26.3 million received for the twelve months ended December 31, 2020 and $9.1 million received for the twelve months ended December 31, 2021, with $43.0 thousand received for the three months ended June 30, 2021 and $6.3 million received during the six months ended June 30, 2021. The accelerated Medicare payments were recorded to Deferred Revenue in our consolidated balance sheet and are being applied to revenue as services are performed beginning in 2021. Through June 30, 2022, $38.6 million of the accelerated Medicare payments has been applied to revenue. The $4.0 million secured from the Paycheck Protection Program was accounted for as debt and in December 2020 we met the eligibility requirements under the government guidelines for forgiveness and the loans were written off to gain on extinguishment of debt. The Provider Relief Funding from 2021 is displayed as such on our condensed consolidated statements of operations. The CARES Act also provides for the deferral of the employer-paid portion of the social security payroll tax with 50% due by December 31, 2021 and 50% due December 31, 2022. We elected to defer $16.3 million of this tax through December 31, 2020. Additionally, The CARES Act provided a refundable employer tax credit equal to 50% of qualified wages, including certain health insurance costs, that can be used to offset payroll tax liabilities. In 2021 we qualified for a portion of the credit and recorded a benefit of $7.7 million through a reduction of payroll tax expense. Our remaining payroll tax liability balance of approximately $8.1 million at June 30, 2022, will be paid by December 31, 2022. ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience. We have entered into factoring agreements with various institutions and sold certain accounts receivable under non-recourse agreements in exchange for notes receivables from the buyers. These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers. Proceeds on notes receivables are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long term portion. Amounts remaining to be collected on these agreement were $17.0 million and $17.7 million at June 30, 2022 and December 31, 2021, respectively. We do not utilize factoring arrangements as an integral part of our financing for working capital and assess the party's ability to pay upfront at the inception of the notes receivable and subsequently by reviewing their financial statements annually and reassessing any insolvency risk on a periodic basis. DEFERRED FINANCING COSTS - Costs of financing are deferred and amortized using the effective interest rate method. Deferred financing costs, net of accumulated amortization, were $1.9 million and $2.1 million, as of June 30, 2022 and December 31, 2021, respectively and related to our Barclays Revolving Credit Facility. See Note 6, Credit Facilities and Notes Payable for more information. PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is performed using the straight-line method over the estimated useful lives of the assets acquired, which range from 3 to 15 years. Leasehold improvements are amortized at the lesser of lease term or their estimated useful lives, which range from 3 to 15 years. Maintenance and repairs are charged to expense as incurred. BUSINESS COMBINATION - When the qualifications for business combination accounting treatment are met, it requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. GOODWILL AND INDEFINITE LIVED INTANGIBLES - Goodwill at June 30, 2022 totaled $577.8 million. Indefinite lived intangible assets at June 30, 2022 were $12.7 million. Goodwill and Indefinite Lived Intangibles are recorded as a result of business combinations. When we determine the carrying value of reporting unit exceeds its fair value an impairment charge would be recognized and should not exceed the total amount of goodwill allocated to that reporting unit. We tested goodwill and indefinite lived intangibles for impairment on October 1, 2021, noting no impairment. We considered the current and expected future economic and market conditions including those resulting from the COVID-19 pandemic and did not identify an indication of goodwill impairment being more likely than not through June 30, 2022. Activity in goodwill for the six months ended June 30, 2022 is provided below (in thousands): Balance as of December 31, 2021 $ 513,820 Goodwill from acquisitions 67,979 Valuation adjustment (338) Currency translation (3,680) Balance as of June 30, 2022 $ 577,781 Goodwill balances at June 30, 2022 reflect additional goodwill arising from deferred tax liabilities recorded on our acquisitions of Aidence Holding B.V. and Quantib B.V. of $7.3 million. See Note 4, Business Combinations and Related Activity for more information. INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized. We recorded income tax expense of $3.4 million, or an effective tax rate of 19.7%, for the three months ended June 30, 2022 compared to income tax expense of $2.9 million, or an effective tax rate of 26.2% for the three months ended June 30, 2021. The income tax rates for the three and six months ended June 30, 2022 diverge from the federal statutory rate due to (i) noncontrolling interests due to the controlled partnerships; (ii) effects of state income taxes (iii) effects of foreign income taxes; and (iv) excess tax benefits attributable to share-based compensation. We believe no significant changes in the unrecognized tax benefits will occur within the next 12 months. LEASES - We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and long term operating lease liability in our consolidated balance sheets. Finance leases are included in property and equipment, current finance lease liability, and long-term finance lease liability in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. We include options to extend a lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. ROU assets are tested for impairment if circumstances suggest that the carrying amount may not be recoverable. Our ROU assets consist of facility and equipment assets on operating leases. No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of June 30, 2022. Our facility leases require us to maintain insurance policies which would cover major damage to our facilities. We maintain business interruption insurance to cover loss of business due to a facility becoming non-operational under certain circumstances. Our equipment leases are covered by warranty and service contracts which cover repairs and provide regular maintenance to keep the equipment in functioning order. EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we have amended and restated at various points in time: first on April 20, 2015, second on March 9, 2017, and currently as of April 15, 2021 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 10, 2021. We have reserved 16,500,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units, and stock appreciation rights. Terms and conditions of awards can be direct grants or based on achieving a performance metric. We evaluate performance-based awards to determine if it is probable that the vesting conditions will be met. We also consider probability of achievement of performance conditions when determining expense recognition. For the awards where vesting is probable, equity-based compensation is recognized over the related vesting period. Stock options generally vest over three years to five years and expire five years to ten years from date of grant. We determine the compensation expense for each stock option award using the Black Scholes, or similar, valuation model. Those models require that our management make certain estimates concerning risk free interest rates and volatility in the trading price of our common stock. The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods. Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees. In connection with our acquisition of DeepHealth Inc. on June 1, 2020, we assumed the DeepHealth, Inc. 2017 Equity Incentive Plan, including outstanding options awards that can be exercised for our common stock. No additional awards will be granted under the DeepHealth, Inc. 2017 Equity Incentive Plan. See Note 7, Stock-Based Compensation, for more information. COMPREHENSIVE INCOME - Accounting guidance establishes rules for reporting and displaying comprehensive income or loss and its components. Our unrealized gains or losses on foreign currency translation adjustments and swap agreements are included in comprehensive income and are included in the consolidated statements of comprehensive income for the three and six months ended June 30, 2022 and 2021. COMMITMENTS AND CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Based on current information, we do not believe that reasonably possible or probable losses associated with pending legal proceedings would either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. DERIVATIVE INSTRUMENTS - In the second quarter of 2019, we entered into four forward interest rate agreements ("2019 Swaps"). The 2019 Swaps have total notional amounts of $500,000,000, consisting of two agreements of $50,000,000 each and two agreements of $200,000,000 each. The 2019 Swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the smaller notional and October 2025 for the larger notional. Under these arrangements, we arranged the 2019 Swaps with locked in 1 month LIBOR rates at 1.96% for the $100,000,000 notional and at 2.05% for the $400,000,000 notional. As of the effective date, we will be liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates are above the arranged rates. At inception, we designated our 2019 Swaps as cash flow hedges of floating-rate borrowings. In accordance with accounting guidance, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e. change in fair value) is reported as a component of comprehensive loss in the consolidated statement of equity. The remaining gain or loss, if any, is recognized currently in earnings. The cash flows for both our $400,000,000 notional interest rate swap contract locked in at 2.05% due October 2025 and our $100,000,000 notional interest rate swap contract locked in at 1.96% do not match the cash flows for our First Lien Term Loans and so we have determined that they are not currently effective as cash flow hedges. Accordingly, all changes in their fair value after April 1, 2020 for the $400,000,000 notional and after July 1, 2020 for the $100,000,000 notional are being recognized in earnings. As of July 1, 2020, the total change in fair value relating to swaps included in other comprehensive income was approximately $24.4 million, net of taxes. This amount will be amortized to interest expense through October 2023 at approximately $0.4 million per month and continuing at approximately $0.3 million through October 2025. A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 Swaps which remain ineffective is as follows (amounts in thousands): For the three months ended June 30, 2022 Account March 31, 2022 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes June 30, 2022 Balance Location Accumulated Other Comprehensive Loss, net of taxes $ (17,963) $ — $ 924 $ (17,039) Equity For the six months ended June 30, 2022 Account December 31, 2021 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes June 30, 2022 Balance Location Accumulated Other Comprehensive Loss, net of taxes $ (18,886) $ — $ 1,847 $ (17,039) Equity A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps which remain ineffective is as follows (amounts in thousands): For the three months ended June 30, 2022 Ineffective interest rate swap Amount of gain recognized in income on derivative (current period ineffective portion) Location of gain recognized in Income on derivative (current period ineffective portion) Gross amount of loss reclassified from accumulated OCI into income (prior period effective portion) Location of loss reclassified from accumulated OCI into income (prior period effective portion) Interest rate contracts $ 6,306 Other income (expense) $ (1,245) Interest Expense For the the six months ended June 30, 2022 Ineffective interest rate swap Amount of gain recognized in income on derivative (current period ineffective portion) Location of gain recognized in Income on derivative (current period ineffective portion) Gross amount of loss reclassified from accumulated OCI into income (prior period effective portion) Location of loss reclassified from accumulated OCI into income (prior period effective portion) Interest rate contracts $ 27,125 Other income (expense) $ (2,490) Interest Expense See Fair Value Measurements section below for the fair value of the 2019 Swaps at June 30, 2022. CONTINGENT CONSIDERATION - Aidence Holding B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Aidence Holding B.V. ("Aidence") an artificial intelligence enterprise centered on lung cancer screening. As part of the purchase agreement, we will pay up to $10.0 million consideration upon the completion of two identified milestones in RadNet common shares. This contingency had a third party valuation of approximately $6.7 million on June 30, 2022. The amount is reviewed quarterly and adjusted to fair value based on the yield rate of S&P B-rated corporate bonds and the probability of FDA approval, which has been currently determined by management to be 80%. Quantib B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Quantib B.V. ("Quantib") an artificial intelligence enterprise centered on prostate cancer screening. As part of the purchase agreement, we will issue 18 months after acquisition, 113,303 shares with an initial fair value at the date of close of $3.0 million subject to adjustment for any indemnification claims and will be marked to market in subsequent periods. See Note 4, Business Combinations and Related Activity for more information on the Quantib acquisition. A tabular presentation of the effect of the combined Aidence and Quantib contingent consideration on our condensed consolidated balance sheet is as follows (amounts in thousands): For the three months ended June 30, 2022 Account March 31, 2022 Balance Amount of other non operating income recognized on contingent consideration Currency Translation June 30, 2022 Balance Location Other Long Term Liabilities $ 10,268 $ (786) $ (1,045) $ 8,437 Liabilities and Non Operating Income For the six months ended June 30, 2022 Account January 20, 2022 Balance Amount of other non operating income recognized on contingent consideration Currency Translation June 30, 2022 Balance Location Other Long Term Liabilities $ 10,459 $ (1,287) $ (735) $ 8,437 Liabilities and Non Operating Income See Fair Value Measurements section below for the fair value of contingent consideration at June 30, 2022. FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of inputs used to determine fair value. Accordingly, assets and liabilities carried at, or permitted to be carried at, fair value are classified within the fair value hierarchy in one of the following categories based on the lowest level input that is significant to a fair value measurement: Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models such as interest rates and yield curves that can be corroborated by observable market data. Level 3—Fair value is determined by using inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgment. Derivatives: The tables below summarize the estimated fair values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our condensed consolidated balance sheets, as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 10,806 $ — $ 10,806 As of December 31, 2021 Level 1 Level 2 Level 3 Total Current and long term liabilities 2019 Swaps - Interest Rate Contracts $ — $ 16,319 $ — $ 16,319 The estimated fair value of these contracts was determined using Level 2 inputs. More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the counterparty’s forward LIBOR curve. The forward LIBOR curve is readily available in the public markets or can be derived from information available in the public markets. Contingent Consideration: The table below summarize the estimated fair values of contingencies and holdback relating to our Aidence Holding B.V. and Quantib B.V. acquisitions on January 20, 2022, that are subject to fair value measurements and the classification of these liabilities on our condensed consolidated balance sheets, as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Long term liabilities Aidence Holding B.V. milestone consideration $ — $ — $ 6,686 $ 6,686 Quantib B.V. holdback of 113,303 shares of RadNet common stock $ — $ — $ 1,751 $ 1,751 The estimated fair value of these liabilities was determined using Level 3 inputs. For Aidence Holding B.V., the milestone contingent liability was adjusted to fair value based on the yield rate of S&P B-rated corporate bonds and the probability of FDA approval. For the Quantib B.V holdback shares, the fair value was determined by calculating the value estimated shares issuable as of the reporting date (which was $17.28) translated at the current exchange rate at June 30, 2022, the time period related to the contractual settlement term, and the probability of issuing the shares. As all the inputs for the contingent consideration of both Aidence Holding B.V and Quantib B.V. are not observable (excluding our closing share price) and cannot be corroborated by observable market data, we employ a Level 3 category. Long Term Debt: The table below summarizes the estimated fair value compared to our face value of our long-term debt as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and SunTrust Term Loan $ — $ 721,774 $ — $ 721,774 $ 761,250 As of December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and SunTrust Term Loan $ — $ 766,973 $ — $ 766,973 $ 767,875 At June 30, 2022 and at December 31, 2021 our Barclays revolving credit facility had no balance outstanding. Our SunTrust revolving credit facility relating to our consolidated subsidiary The New Jersey Imaging Network ("NJIN"), had no principal amount outstanding at June 30, 2022 and at December 31, 2021. The estimated fair value of our long-term debt, which is discussed in Note 6, Credit Facilities and Notes Payable, was determined using Level 2 inputs primarily related to comparable market prices. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net income attributable to RadNet, Inc.'s common stockholders $ 7,905 $ 2,873 $ 10,918 $ 12,331 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,059,824 52,238,709 55,683,335 52,004,653 Basic net income per share attributable to RadNet, Inc.'s common stockholders $ 0.14 $ 0.05 $ 0.20 $ 0.24 DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,059,824 52,238,709 55,683,335 52,004,653 Add nonvested restricted stock subject only to service vesting 47,652 202,341 122,781 227,803 Add additional shares issuable upon exercise of stock options and contingently issuable shares 859,072 692,041 860,174 658,105 Weighted average number of common shares used in calculating diluted net income per share 56,966,548 53,133,091 56,666,290 52,890,561 Changes in FV associated with contingently issuable shares $ (468) $ — $ (863) $ — Net income attributable to RadNet, Inc's common stockholders for diluted share calculation $ 7,437 $ — $ 10,055 $ — Diluted net income per share attributable to RadNet, Inc.'s common stockholders $ 0.13 $ 0.05 $ 0.18 $ 0.23 Stock options and non vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: Shares issuable upon the exercise of stock |
RECENT ACCOUNTING AND REPORTING
RECENT ACCOUNTING AND REPORTING STANDARD | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING AND REPORTING STANDARD | RECENT ACCOUNTING AND REPORTING STANDARD Accounting standards adopted In November 2021, the FASB issued ASU 2021-10 ("ASU 2021-10"), Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard was effective for financial statements issued for annual reporting periods beginning after December 15, 2021. As ASU 2021-10 only impacts annual financial statement footnote disclosures, the adoption will not have a material effect on our consolidated financial statements. In January 2021, the FASB issued ASU 2021-01 ("ASU 2021-01"), Reference Rate Reform (Topic 848), Scope . ASU 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain option expedients and exceptions in Topic 848. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The adoption did not have a material effect on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 ("ASU 2020-04"), Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The adoption did not have a material effect on our consolidated financial statements. Accounting standards not yet adopted In October 2021, the FASB issued ASU 2021-08 ("ASU 2021-08), Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. We do not expect ASU 2021-08 to have a material effect, if any, on our consolidated financial statements. |
BUSINESS COMBINATIONS AND RELAT
BUSINESS COMBINATIONS AND RELATED ACTIVITY | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND RELATED ACTIVITY | BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center During the first quarter of 2022, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses. The primary reason for these acquisitions was to strengthen our presence in the Maryland market. These acquisitions are reported as part of our Imaging Center segment. We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Other Assets Right of Use Liabilities IFRC LLC*^ 1/1/2022 4,800 2,103 857 2,697 — (857) IFRC LLC*^ 1/1/2022 8,200 2,910 1,703 5,271 19 (1,703) Total 13,000 5,013 2,560 7,968 19 (2,560) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, one of which was purchased separately by a joint venture with Calvert Medical Imaging Centers, LLC. Artificial Intelligence Aidence Holding B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Aidence Holding B.V. ("Aidence") an artificial intelligence enterprise centered on lung cancer screening, in an combination stock and cash purchase. Aidence is reported as part of our artificial intelligence segment and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $45.2 million including i) 1,117,872 shares issued at $26.80 per share with a fair value of $30.0 million ii) cash of $1.8 million and iii) assuming liabilities of $11.9 million, $7.4 million in milestone contingent consideration and cash holdback of $4.5 million and iv) a settlement of a loan from RadNet of $1.5 million. In addition we paid certain seller closing costs through the issuance of 23,362 shares at a fair value of $0.6 million. We preliminarily recorded $1.0 million in current assets, $0.2 million in property plant and equipment, $27.7 million in intangible assets, $3.2 million in liabilities and $19.0 million in goodwill. Quantib B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Quantib B.V. ("Quantib") an artificial intelligence enterprise centered on prostate cancer screening, in a combination stock and cash purchase. Quantib is reported as part of our artificial intelligence segment, and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $42.3 million including i) 965,058 shares issued at $26.80 per share with a fair value of $25.9 million ii) cash of $11.8 million and iii) 113,303 shares with a fair value at the date of close of $3.0 million and cash holdback of $1.6 million to be issued 18 months after acquisition subject to adjustment for any indemnification claims and will be marked to market in subsequent periods. We preliminarily recorded $2.4 million in current assets, $0.1 million in property plant and equipment, $21.3 million in intangible assets, $3.7 million in liabilities and $22.2 million in goodwill. As noted above, our acquisitions of Aidence and Quantib are preliminary. As we finalize our estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is preliminary as of June 30, 2022 for the acquired assets and liabilities as we are currently in the process of completing the assessment of valuation inputs and assumptions as well as completing the assessment of the tax attributes of the business combination. The finalization of the acquisition accounting valuation assessment may result in a change in the valuation of the deferred tax assets and liabilities and intangible assets, along with the opening working capital accounts, which could have a material impact on our results of operations and financial position. Formation of majority owned subsidiary Frederick County Radiology, LLC On April 1, 2022 we formed Frederick County Radiology, LLC ("FCR"), a partnership with Frederick Health Hospital, Inc. ("Hospital"). The operation offers multi-modality services out of six locations in Frederick, Maryland. We contributed the operations of 4 centers to the enterprise and Hospital contributed $5.5 million in fixed assets, $3.0 million in equipment, $10.8 million in goodwill. As a result of the the transaction, we retain a 65% controlling economic interest in FCR and Hospital retains a preliminary $10.7 million or 35% noncontrolling economic interest in FCR. The initial accounting is preliminary as of June 30, 2022 for the acquired assets and liabilities as we are currently in the process of completing the assessment of valuation inputs and assumptions as well as completing the assessment of the tax attributes of the business combination. Advanced Radiology at Capital Region, LLC On June 15, 2022 we entered into Advanced Radiology at Capital Region, LLC, a partnership with Dimension Health Corporation. ("Dimension"), an affiliate of the University of Maryland. The operation will provide multi-modality services out of two yet to be determined locations in the Largo, Maryland area. The venture was initially capitalized with nominal amounts of $5.1 thousand for a 51% economic interest from us and $4.9 thousand from Dimension for a 49% economic interest. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our reportable segments are described below: Imaging Center Our Imaging Center segment provides physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services, a strategy that diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures. Included in the segment is our eRad subsidiary, which designs the underlying critical scheduling, data storage and retrieval systems necessary for imaging center operation. Artificial Intelligence ("AI") Our AI segment develops and deploys clinical applications to enhance interpretation of medical images and improve patient outcomes with an emphasis on brain, breast, prostate, and pulmonary diagnostics. Our chief operating decision maker ("CODM"), who is also our CEO, evaluates the financial performance of our segments based upon their respective revenue and segmented internal profit and loss statements prepared on a basis not consistent with GAAP. We do not report balance sheet information by segment since it is not reviewed by our CODM. The table below present segment information reconciled to our financial results, with segment operating income or loss including revenue less cost of operations, depreciation and amortization, and other operating expenses to the extent specifically identified by segment (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: Imaging Centers $ 352,818 $ 333,918 $ 693,985 $ 649,237 AI 1,557 — 2,156 — Total revenue $ 354,375 $ 333,918 $ 696,141 $ 649,237 Cost of Operations Imaging Centers $ 299,350 $ 282,419 $ 609,460 $ 563,431 AI 6,425 1,152 11,353 2,420 Total cost of operations $ 305,775 $ 283,571 $ 620,813 $ 565,851 Depreciation and Amortization Imaging Centers $ 27,100 $ 23,920 $ 52,906 $ 46,489 AI 1,762 91 3,074 178 Total depreciation and amortization $ 28,862 $ 24,011 $ 55,980 $ 46,667 Loss (Gain) on Disposal of Equipment Imaging Centers $ 36 $ (1,567) $ 1,189 $ (2,874) AI 45 — 20 — Total loss (gain) $ 81 $ (1,567) $ 1,209 $ (2,874) Severance Imaging Centers $ 99 $ 268 $ 300 $ 551 AI — — — — Total severance $ 99 $ 268 $ 300 $ 551 Income from Operations Imaging Centers $ 26,233 $ 28,878 $ 30,130 $ 41,640 AI (6,675) (1,243) (12,291) (2,598) Total income from operations $ 19,558 $ 27,635 $ 17,839 $ 39,042 For proper comparative purposes, Imaging Center segment revenue in 2021 excludes Provider Relief Funding of $43.0 thousand for the three months ended June 30, 2021 and $6.3 million for the six months ended June 30, 2021, as it represents a form of direct Government stimulus. |
CREDIT FACILITIES AND NOTES PAY
CREDIT FACILITIES AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND NOTES PAYABLE | 3.50x 3.25% 2.25% > 3.00x but ≤ 3.50x 3.00% 2.00% ≤ 3.00x 2.75% 1.75% As of June 30, 2022, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 6.75%. For letters of credit issued under the Barclays Revolving Credit Facility, letter of credit fees accrue at the applicable margin for Eurodollar rate revolving loans which is currently 2.75% and fronting fees accrue at 0.125% per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the Restated Credit Agreement. In addition, a commitment fee of 0.50% per annum accrues on the unused revolver commitments under the Barclays Revolving Credit Facility. The Barclays Revolving Credit Facility will terminate on April 23, 2026 unless otherwise accelerated in accordance with the terms of the Restated Credit Agreement. SunTrust Revolving Credit Facility The SunTrust Credit Agreement established a $30.0 million revolving credit facility available to NJIN for funding requirements. The SunTrust Revolving Credit Facility terminates on the earliest of (i) August 31, 2023, (ii) the voluntary termination thereof by NJIN pursuant to Section 2.8 of the SunTrust Credit Agreement, or (iii) the date on which all amounts outstanding under the SunTrust Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). As of June 30, 2022, NJIN had no borrowings under the SunTrust Revolving Credit Facility." id="sjs-B4">CREDIT FACILITIES AND NOTES PAYABLE As of June 30, 2022 and December 31, 2021 our term loan debt obligations are as follows (in thousands): June 30, December 31, First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 717,750 $ 721,375 Discount on First Lien Term Loans (12,170) (13,213) SunTrust Term Loan collateralized by NJIN's tangible and intangible assets 43,500 46,500 Total debt obligations 749,080 754,662 Less: current portion (11,164) (11,164) Long term portion debt obligations $ 737,916 $ 743,498 We had no outstanding balance under our $195.0 million Barclays Revolving Credit Facility at June 30, 2022 and have reserved $7.6 million for certain letters of credit. The remaining $187.4 million of our Barclays Revolving Credit Facility was available to draw upon as of June 30, 2022. We had no outstanding balance under our $30.0 million SunTrust Revolving Credit Facility at June 30, 2022. As of June 30, 2022, we were in compliance with all covenants under our credit facilities. Second Amended and Restated First Lien Credit and Guaranty Agreement On April 23, 2021, we entered into the Second Amended and Restated First Lien Credit and Guaranty Agreement (the "Restated Credit Agreement") which provides for $725.0 million of senior secured first lien term loans (the "First Lien Term Loans") and a $195.0 million senior secured revolving credit facility (the "Barclays Revolving Credit Facility"). The proceeds of the First Lien Term Loans were used to refinance loans outstanding under our prior first lien credit agreement and provide funding for current and future operations. Total costs of the Restated Credit Agreement amounted to approximately $14.9 million segregated as follows: $8.8 million capitalized to discount and deferred finance cost, $4.5 million expensed to debt restructuring costs, $1.5 million charged to loss on early extinguishment of debt and $0.1 million written off to interest expense. Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Restated Credit Agreement. Senior Secured Credit Facilities First Lien Term Loans: The First Lien Term Loans under the Restated Credit Agreement bear interest at either a Eurodollar Rate or an Alternate Base Rate (in each case, as defined in the Restated Credit Agreement), plus an applicable margin. The applicable margin for Eurodollar Rate term loans under the Restated Credit Agreement is 3.25% per annum, with a reduction to 3.00% per annum upon delivery by us of financial statements for the period ending March 31, 2021 evidencing a first lien net leverage ratio of 3.50 to 1.00 or less. Such statements were delivered by us on May 27, 2021. At June 30, 2022 the effective Eurodollar Rate and the Alternate Base Rate for the First Lien Term Loans under the Restated Credit Agreement was 1.62% and 4.75%, respectively and the applicable margin for the Eurodollar Rate and Alternate Base Rate First Lien Term Loans under the Restated Credit Agreement was 3.00% and 2.00%, respectively. The Restated Credit Agreement provides for quarterly payments of principal for the First Lien Term Loan in the amount of approximately $1.8 million. The First Lien Term Loan will mature on April 23, 2028 unless otherwise accelerated under the terms of the Restated Credit Agreement. SunTrust Credit Facilities: At June 30, 2022, our SunTrust credit facilities, which relate to our consolidated subsidiary The New Jersey Imaging Network, L.L.C.("NJIN"), were comprised of one term loan in the principal amount described in the table above (the "SunTrust Term Loan") and a revolving credit facility of $30.0 million (the "SunTrust Revolving Credit Facility") both of which are provided pursuant to the Amended and Restated Revolving Credit and Term Loan Agreement dated August 31, 2018, among NJIN, as borrower, with SunTrust Bank, as administrative agent, and the lenders identified therein (as amended, the "SunTrust Credit Agreement"). Our SunTrust Term Loan bears interest at either an Adjusted LIBOR or a Base Rate (each as defined in the SunTrust Credit Agreement), plus an applicable margin according to the following schedule: Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Applicable Margin for Letter of Credit Fees Applicable Percentage for Commitment Fee I Greater than or equal to 3.00:1.00 2.75% per annum 1.75% per annum 2.75% per annum 0.45% per annum II Less than 3.00:1.00 but greater than or equal to 2.50:1.00 2.25% per annum 1.25% per annum 2.25% per annum 0.40% per annum III Less than 2.50:1.00 but greater than or equal to 2.00:1.00 2.00% per annum 1.00% per annum 2.00% per annum 0.35% per annum IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 1.75% per annum 0.30% per annum V Less than 1.50:1.00 1.50% per annum 0.50% per annum 1.50% per annum 0.30% per annum The loans and other obligations outstanding under the SunTrust Credit Agreement currently bear interest at a three month LIBOR election at 1.01% plus an applicable margin and fees based on Pricing Level V described above. The scheduled amortization of the SunTrust Term Loan began December 31, 2018 with quarterly payments of $0.8 million, representing annual amortization equal to 5.0% of the original principal amount of the SunTrust Term Loan. At scheduled intervals, the quarterly amortization increases by $0.4 million, with the remaining balance to be paid at maturity. The SunTrust Term Loan will mature on August 31, 2023 unless otherwise accelerated under the terms of the SunTrust Credit Agreement. Revolving Credit Facilities Barclays Revolving Credit Facility The Barclays Revolving Credit Facility under the Restated Credit Agreement is a $195.0 million senior secured revolving credit facility. Associated with the Barclays Revolving Credit Facility are deferred financing costs, net of accumulated amortization, of $1.9 million at June 30, 2022. Revolving loans borrowed under the Barclays Revolving Credit Facility bear interest at either a Eurodollar Rate or an Alternate Base Rate (in each case, as defined in the Restated Credit Agreement) plus an applicable margin which adjusts depending on our first lien net leverage ratio, according to the following schedule: First Lien Net Leverage Ratio Eurodollar Rate Spread Alternate Base Rate Spread > 3.50x 3.25% 2.25% > 3.00x but ≤ 3.50x 3.00% 2.00% ≤ 3.00x 2.75% 1.75% As of June 30, 2022, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 6.75%. For letters of credit issued under the Barclays Revolving Credit Facility, letter of credit fees accrue at the applicable margin for Eurodollar rate revolving loans which is currently 2.75% and fronting fees accrue at 0.125% per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the Restated Credit Agreement. In addition, a commitment fee of 0.50% per annum accrues on the unused revolver commitments under the Barclays Revolving Credit Facility. The Barclays Revolving Credit Facility will terminate on April 23, 2026 unless otherwise accelerated in accordance with the terms of the Restated Credit Agreement. SunTrust Revolving Credit Facility The SunTrust Credit Agreement established a $30.0 million revolving credit facility available to NJIN for funding requirements. The SunTrust Revolving Credit Facility terminates on the earliest of (i) August 31, 2023, (ii) the voluntary termination thereof by NJIN pursuant to Section 2.8 of the SunTrust Credit Agreement, or (iii) the date on which all amounts outstanding under the SunTrust Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). As of June 30, 2022, NJIN had no borrowings under the SunTrust Revolving Credit Facility. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Incentive Plans We have one long-term equity incentive plan, the RadNet, Inc. Equity Incentive Plan, which we first amended and restated April 20, 2015, again on March 9, 2017 and currently as of April 15, 2021 (the "Restated Plan”). The Restated Plan was most recently approved by our stockholders at our annual stockholders meeting on June 10, 2021. We have reserved for issuance under the Restated Plan 16,500,000 shares of common stock. We can issue options (incentive and nonstatutory), performance based options, stock awards (restricted or unrestricted), stock units, performance based stock units, and stock appreciation rights under the Restated Plan. Options Stock option grants, whether incentive or nonstatutory, generally vest over 3 to 5 years and expire 5 to 10 years from the date of grant. Under the Restated Plan, stock options may not be granted at a per share exercise price below the fair market value of a share of our common stock on the date of grant, may not be repriced or exchanged without stockholder approval, and the maximum exercisable term of the option may not exceed 10 years. As of June 30, 2022, we had outstanding options to acquire 703,914 shares of our common stock, of which options to acquire 508,969 shares were exercisable. The following summarizes all of our option transactions for the six months ended June 30, 2022: Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance, December 31, 2021 473,939 $ 9.38 Granted 229,975 28.36 Balance, June 30, 2022 703,914 15.58 6.35 $ 3,904,038 Exercisable at June 30, 2022 508,969 11.05 5.18 3,899,706 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2022 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on June 30, 2022. As of June 30, 2022, total unrecognized stock-based compensation expense related to non-vested employee awards was $2.7 million, which is expected to be recognized over a weighted average period of approximately 2.39 years. DeepHealth Options During the second quarter of fiscal 2020, in connection with the completion of the DeepHealth acquisition, we granted options to acquire 412,434 shares at a grant date fair value of $16.93 per share unit to DeepHealth employees in replacement of their stock options that were outstanding as of the closing date. As of June 30, 2022, total unrecognized stock based compensation expense related to non-vested DeepHealth options was approximately $1.2 million, which is expected to be recognized over a weighted average period of approximately 1.06 years Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance December 31, 2021 320,660 $ — Exercised (183,910) — Balance, June 30, 2022 136,750 — 7.28 $ 2,363,040 Exercisable at June 30, 2022 70,070 — 7.28 1,210,803 Options issued in replacement of original DeepHealth options as a result of our acquisition are not included in the share count under the Restated Plan. Restricted Stock Awards The Restated Plan permits the award of restricted stock awards (“RSA’s”). As of June 30, 2022, we have issued a total of 7,890,430 RSA’s of which 560,660 were unvested at June 30, 2022. The following summarizes all unvested RSA’s activities during the six months ended June 30, 2022: RSA's Weighted-Average Weighted-Average RSA's unvested at December 31, 2021 456,075 $ 20.06 Changes during the period Granted 647,401 $ 26.36 Vested (542,816) $ 21.99 RSA's unvested at June 30, 2022 560,660 1.56 $ 23.81 We determine the fair value of all RSA’s based on the closing price of our common stock on the award date. Other stock bonus awards The Restated Plan also permits share awards not subject to any future service period. These are valued and expensed based on the closing price of our common stock on the date of award. During the six months ended June 30, 2022, awards totalling 1,000 shares with a value of approximately $19.0 thousand were granted. Performance based stock units ("PSUs") In January 2022, we granted certain employees PSUs with a target award of 25,683 shares of our common stock. The PSUs will vest in two equal parts, starting three years from the grant date based on continuous service, with the number of shares earned (0% to 200% of the target award) depending upon the extent to which we achieve a performance condition as determined by the board of directors over the period from January 1, 2022 through December 31, 2022. Performance based stock options ("PSOs") In January 2022, we granted certain employees PSOs with a potential to option to purchase a maximum of 111,925 shares of our common stock. The PSOs will vest in three equal parts, starting three years from the grant date based on continuous service, with the number of shares earned (0 shares to 111,925 shares) depending upon the extent to which we achieve a performance condition as determined the board of directors over the period from January 1, 2022 through December 31, 2022. Long Term Incentive Plan shares ("LTIPs") In addition, we issue stock-based compensation to certain employees in our AI segment in the form of Stock Units and Restricted Stock Awards, subject to certain restrictions. The awards represent a form of long term incentive and are reflective of a general practice within the software industry. The units and shares vest ratably over a 2 to 4 year period, conditioned on continued employment through the vesting periods. We determine the fair value of all LTIPs based on the closing price of our common stock on the award date. The following summarizes all unvested LTIPs activities during the six months ended June 30, 2022: LTIPs Weighted-Average Weighted-Average RSA's unvested at December 31, 2021 — $ — Changes during the period Granted 172,622 $ 19.52 RSA's unvested at June 30, 2022 172,622 3.22 $ 19.52 Restated Plan summary In summary, of the 16,500,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2022, there remain 2,039,963 shares available under the Restated Plan for future issuance. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
REVENUES | REVENUES - Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period when our obligations to provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payor (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by Medicare and Medicaid, or negotiated with managed care health plans and commercial insurance companies. The payment arrangements with third-party payors for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. As it relates to the Group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by them as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees. As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payors. Estimates of contractual allowances under managed care and commercial insurance plans are based upon the payment terms specified in the related contractual agreements. Revenues related to uninsured patients and copayment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience.We have entered into factoring agreements with various institutions and sold certain accounts receivable under non-recourse agreements in exchange for notes receivables from the buyers. These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers. Proceeds on notes receivables are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long term portion. We do not utilize factoring arrangements as an integral part of our financing for working capital and assess the party's ability to pay upfront at the inception of the notes receivable and subsequently by reviewing their financial statements annually and reassessing any insolvency risk on a periodic basis. |
DEFERRED FINANCING COSTS | DEFERRED FINANCING COSTS - Costs of financing are deferred and amortized using the effective interest rate method. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is performed using the straight-line method over the estimated useful lives of the assets acquired, which range from 3 to 15 years. Leasehold improvements are amortized at the lesser of lease term or their estimated useful lives, which range from 3 to 15 years. Maintenance and repairs are charged to expense as incurred. |
BUSINESS COMBINATION | BUSINESS COMBINATION - When the qualifications for business combination accounting treatment are met, it requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. |
GOODWILL AND INDEFINITE LIVED INTANGIBLES | GOODWILL AND INDEFINITE LIVED INTANGIBLESGoodwill and Indefinite Lived Intangibles are recorded as a result of business combinations. When we determine the carrying value of reporting unit exceeds its fair value an impairment charge would be recognized and should not exceed the total amount of goodwill allocated to that reporting unit. We tested goodwill and indefinite lived intangibles for impairment on October 1, 2021, noting no impairment. We considered the current and expected future economic and market conditions including those resulting from the COVID-19 pandemic and did not identify an indication of goodwill impairment being more likely than not through June 30, 2022 |
INCOME TAXES | INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized. We believe no significant changes in the unrecognized tax benefits will occur within the next 12 months. |
LEASES | LEASES - We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and long term operating lease liability in our consolidated balance sheets. Finance leases are included in property and equipment, current finance lease liability, and long-term finance lease liability in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. We include options to extend a lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the ROU asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. ROU assets are tested for impairment if circumstances suggest that the carrying amount may not be recoverable. Our ROU assets consist of facility and equipment assets on operating leases. No events have occurred such as fire, flood, or other acts which have impaired the integrity of our ROU assets as of June 30, 2022. Our facility leases require us to maintain insurance policies which would cover major damage to our facilities. We maintain business interruption insurance to cover loss of business due to a facility becoming non-operational under certain circumstances. Our equipment leases are covered by warranty and service contracts which cover repairs and provide regular maintenance to keep the equipment in functioning order. |
EQUITY BASED COMPENSATION | EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we have amended and restated at various points in time: first on April 20, 2015, second on March 9, 2017, and currently as of April 15, 2021 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 10, 2021. We have reserved 16,500,000 shares of common stock for issuance under the Restated Plan which can be issued in the form of incentive and/or nonstatutory stock options, restricted and/or unrestricted stock, stock units, and stock appreciation rights. Terms and conditions of awards can be direct grants or based on achieving a performance metric. We evaluate performance-based awards to determine if it is probable that the vesting conditions will be met. We also consider probability of achievement of performance conditions when determining expense recognition. For the awards where vesting is probable, equity-based compensation is recognized over the related vesting period. Stock options generally vest over three years to five years and expire five years to ten years from date of grant. We determine the compensation expense for each stock option award using the Black Scholes, or similar, valuation model. Those models require that our management make certain estimates concerning risk free interest rates and volatility in the trading price of our common stock. The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods. Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees. In connection with our acquisition of DeepHealth Inc. on June 1, 2020, we assumed the DeepHealth, Inc. 2017 Equity Incentive Plan, including outstanding options awards that can be exercised for our common stock. No additional awards will be granted under the DeepHealth, Inc. 2017 Equity Incentive Plan. See Note 7, Stock-Based Compensation, for more information. |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME - Accounting guidance establishes rules for reporting and displaying comprehensive income or loss and its components. Our unrealized gains or losses on foreign currency translation adjustments and swap agreements are included in comprehensive income and are included in the consolidated statements of comprehensive income for the three and six months ended June 30, 2022 and 2021 |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Based on current information, we do not believe that reasonably possible or probable losses associated with pending legal proceedings would either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTSThe 2019 Swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the smaller notional and October 2025 for the larger notional.As of the effective date, we will be liable for premium payments if interest rates decline below arranged rates, but will receive interest payments if rates are above the arranged rates.At inception, we designated our 2019 Swaps as cash flow hedges of floating-rate borrowings. In accordance with accounting guidance, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e. change in fair value) is reported as a component of comprehensive loss in the consolidated statement of equity. |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS – Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of inputs used to determine fair value. Accordingly, assets and liabilities carried at, or permitted to be carried at, fair value are classified within the fair value hierarchy in one of the following categories based on the lowest level input that is significant to a fair value measurement: Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models such as interest rates and yield curves that can be corroborated by observable market data. Level 3—Fair value is determined by using inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgment. The estimated fair value of our long-term debt, which is discussed in Note 6, Credit Facilities and Notes Payable, was determined using Level 2 inputs primarily related to comparable market prices. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. |
EARNINGS PER SHARE | EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): |
EQUITY INVESTMENTS AT FAIR VALUE | EQUITY INVESTMENTS AT FAIR VALUE–Accounting guidance requires entities to measure equity investments at fair value, with any changes in fair value recognized in net income. If there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost, adjusted for observable price changes and impairments, with changes recognized in net income. |
INVESTMENTS IN JOINT VENTURES | INVESTMENT IN JOINT VENTURES – We have 13 unconsolidated joint ventures with ownership interests ranging from 35% to 55%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Our investment in these joint ventures is accounted for under the equity method, since RadNet does not have a controlling financial interest in such ventures. We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist. No indicators of impairment existed as of June 30, 2022. |
RECENT ACCOUNTING AND REPORTING STANDARDS | RECENT ACCOUNTING AND REPORTING STANDARD Accounting standards adopted In November 2021, the FASB issued ASU 2021-10 ("ASU 2021-10"), Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard was effective for financial statements issued for annual reporting periods beginning after December 15, 2021. As ASU 2021-10 only impacts annual financial statement footnote disclosures, the adoption will not have a material effect on our consolidated financial statements. In January 2021, the FASB issued ASU 2021-01 ("ASU 2021-01"), Reference Rate Reform (Topic 848), Scope . ASU 2021-01 clarifies the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain option expedients and exceptions in Topic 848. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The adoption did not have a material effect on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 ("ASU 2020-04"), Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The adoption did not have a material effect on our consolidated financial statements. Accounting standards not yet adopted In October 2021, the FASB issued ASU 2021-08 ("ASU 2021-08), Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. We do not expect ASU 2021-08 to have a material effect, if any, on our consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Service Fee Revenue | Our total service fee revenues during the three and six months ended June 30, 2022 and 2021 are presented in the table below. Our imaging review is based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage. Additional revenues are earned from our management services provided to joint ventures and our software and AI subsidiaries. In Thousands Three Months Ended Six Months Ended 2022 2021 2022 2021 Commercial insurance $ 195,066 $ 187,354 $ 383,615 $ 369,566 Medicare 77,879 71,407 148,800 134,877 Medicaid 9,704 9,039 18,788 17,486 Workers' compensation/personal injury 13,138 10,556 25,586 20,966 Other patient revenue 7,567 5,189 14,689 9,961 Management fee revenue 5,592 5,533 11,100 10,752 Software revenue 2,421 2,628 6,419 5,054 Other 3,577 3,788 8,623 6,409 Revenue under capitation arrangements 37,874 38,424 76,365 74,166 Imaging Center Segment Revenue 352,818 333,918 693,985 649,237 AI Segment Revenue 1,557 — 2,156 — Total service revenue $ 354,375 $ 333,918 $ 696,141 $ 649,237 |
Schedule of Goodwill and Other Intangible Assets | Activity in goodwill for the six months ended June 30, 2022 is provided below (in thousands): Balance as of December 31, 2021 $ 513,820 Goodwill from acquisitions 67,979 Valuation adjustment (338) Currency translation (3,680) Balance as of June 30, 2022 $ 577,781 |
Schedule of Effect of Derivative Instruments on Comprehensive Loss | A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss of the 2019 Swaps which remain ineffective is as follows (amounts in thousands): For the three months ended June 30, 2022 Account March 31, 2022 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes June 30, 2022 Balance Location Accumulated Other Comprehensive Loss, net of taxes $ (17,963) $ — $ 924 $ (17,039) Equity For the six months ended June 30, 2022 Account December 31, 2021 Balance Amount of comprehensive loss recognized on derivative net of taxes Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes June 30, 2022 Balance Location Accumulated Other Comprehensive Loss, net of taxes $ (18,886) $ — $ 1,847 $ (17,039) Equity A tabular presentation of the effect of derivative instruments on our statement of operations of the 2019 Swaps which remain ineffective is as follows (amounts in thousands): For the three months ended June 30, 2022 Ineffective interest rate swap Amount of gain recognized in income on derivative (current period ineffective portion) Location of gain recognized in Income on derivative (current period ineffective portion) Gross amount of loss reclassified from accumulated OCI into income (prior period effective portion) Location of loss reclassified from accumulated OCI into income (prior period effective portion) Interest rate contracts $ 6,306 Other income (expense) $ (1,245) Interest Expense For the the six months ended June 30, 2022 Ineffective interest rate swap Amount of gain recognized in income on derivative (current period ineffective portion) Location of gain recognized in Income on derivative (current period ineffective portion) Gross amount of loss reclassified from accumulated OCI into income (prior period effective portion) Location of loss reclassified from accumulated OCI into income (prior period effective portion) Interest rate contracts $ 27,125 Other income (expense) $ (2,490) Interest Expense |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | A tabular presentation of the effect of the combined Aidence and Quantib contingent consideration on our condensed consolidated balance sheet is as follows (amounts in thousands): For the three months ended June 30, 2022 Account March 31, 2022 Balance Amount of other non operating income recognized on contingent consideration Currency Translation June 30, 2022 Balance Location Other Long Term Liabilities $ 10,268 $ (786) $ (1,045) $ 8,437 Liabilities and Non Operating Income For the six months ended June 30, 2022 Account January 20, 2022 Balance Amount of other non operating income recognized on contingent consideration Currency Translation June 30, 2022 Balance Location Other Long Term Liabilities $ 10,459 $ (1,287) $ (735) $ 8,437 Liabilities and Non Operating Income |
Schedule of Fair Value of Assets and Liabilities | The tables below summarize the estimated fair values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our condensed consolidated balance sheets, as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 10,806 $ — $ 10,806 As of December 31, 2021 Level 1 Level 2 Level 3 Total Current and long term liabilities 2019 Swaps - Interest Rate Contracts $ — $ 16,319 $ — $ 16,319 The table below summarize the estimated fair values of contingencies and holdback relating to our Aidence Holding B.V. and Quantib B.V. acquisitions on January 20, 2022, that are subject to fair value measurements and the classification of these liabilities on our condensed consolidated balance sheets, as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Long term liabilities Aidence Holding B.V. milestone consideration $ — $ — $ 6,686 $ 6,686 Quantib B.V. holdback of 113,303 shares of RadNet common stock $ — $ — $ 1,751 $ 1,751 The table below summarizes the estimated fair value compared to our face value of our long-term debt as follows (in thousands): As of June 30, 2022 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and SunTrust Term Loan $ — $ 721,774 $ — $ 721,774 $ 761,250 As of December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and SunTrust Term Loan $ — $ 766,973 $ — $ 766,973 $ 767,875 |
Schedule of Earnings Per Share | Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net income attributable to RadNet, Inc.'s common stockholders $ 7,905 $ 2,873 $ 10,918 $ 12,331 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,059,824 52,238,709 55,683,335 52,004,653 Basic net income per share attributable to RadNet, Inc.'s common stockholders $ 0.14 $ 0.05 $ 0.20 $ 0.24 DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 56,059,824 52,238,709 55,683,335 52,004,653 Add nonvested restricted stock subject only to service vesting 47,652 202,341 122,781 227,803 Add additional shares issuable upon exercise of stock options and contingently issuable shares 859,072 692,041 860,174 658,105 Weighted average number of common shares used in calculating diluted net income per share 56,966,548 53,133,091 56,666,290 52,890,561 Changes in FV associated with contingently issuable shares $ (468) $ — $ (863) $ — Net income attributable to RadNet, Inc's common stockholders for diluted share calculation $ 7,437 $ — $ 10,055 $ — Diluted net income per share attributable to RadNet, Inc.'s common stockholders $ 0.13 $ 0.05 $ 0.18 $ 0.23 Stock options and non vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: Shares issuable upon the exercise of stock options: 70,070 — 58,491 — |
Schedule of Business Acquisitions | We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Right of Use Liabilities IFRC LLC *^ 1/1/2022 3,922 2,121 1,295 1,801 (1,295) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, two of which were purchased separately by wholly owned RadNet subsidiaries. Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Other Assets Right of Use Liabilities IFRC LLC*^ 1/1/2022 4,800 2,103 857 2,697 — (857) IFRC LLC*^ 1/1/2022 8,200 2,910 1,703 5,271 19 (1,703) Total 13,000 5,013 2,560 7,968 19 (2,560) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, one of which was purchased separately by a joint venture with Calvert Medical Imaging Centers, LLC. |
Schedule of Investment in Joint Ventures | The following table is a summary of our investment in joint ventures during the six months ended June 30, 2022 (in thousands): Balance as of December 31, 2021 $ 42,229 Equity in earnings in these joint ventures 5,266 Equity contributions in existing joint ventures 1,441 Balance as of June 30, 2022 $ 48,936 |
Schedule of Joint Venture Investment and Financial Information | The following table is a summary of key balance sheet data for these joint ventures as of June 30, 2022 and December 31, 2021 and income statement data for the six months ended June 30, 2022 and 2021 (in thousands): Balance Sheet Data: June 30, 2022 December 31, 2021 Current assets $ 39,840 $ 37,186 Noncurrent assets 88,754 73,592 Current liabilities (12,322) (12,919) Noncurrent liabilities (27,363) (22,370) Total net assets $ 88,909 $ 75,489 Book value of RadNet joint venture interests $ 41,099 $ 34,930 Cost in excess of book value of acquired joint venture interests and other 7,837 7,299 Total value of RadNet joint venture interests $ 48,936 $ 42,229 Income statement data for the six months ended June 30, 2022 2021 Net revenue $ 69,757 $ 64,636 Net income $ 10,497 $ 10,258 |
BUSINESS COMBINATIONS AND REL_2
BUSINESS COMBINATIONS AND RELATED ACTIVITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Right of Use Liabilities IFRC LLC *^ 1/1/2022 3,922 2,121 1,295 1,801 (1,295) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, two of which were purchased separately by wholly owned RadNet subsidiaries. Entity Date Acquired Total Consideration Property & Equipment Right of Use Assets Goodwill Other Assets Right of Use Liabilities IFRC LLC*^ 1/1/2022 4,800 2,103 857 2,697 — (857) IFRC LLC*^ 1/1/2022 8,200 2,910 1,703 5,271 19 (1,703) Total 13,000 5,013 2,560 7,968 19 (2,560) *Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, one of which was purchased separately by a joint venture with Calvert Medical Imaging Centers, LLC. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below present segment information reconciled to our financial results, with segment operating income or loss including revenue less cost of operations, depreciation and amortization, and other operating expenses to the extent specifically identified by segment (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue: Imaging Centers $ 352,818 $ 333,918 $ 693,985 $ 649,237 AI 1,557 — 2,156 — Total revenue $ 354,375 $ 333,918 $ 696,141 $ 649,237 Cost of Operations Imaging Centers $ 299,350 $ 282,419 $ 609,460 $ 563,431 AI 6,425 1,152 11,353 2,420 Total cost of operations $ 305,775 $ 283,571 $ 620,813 $ 565,851 Depreciation and Amortization Imaging Centers $ 27,100 $ 23,920 $ 52,906 $ 46,489 AI 1,762 91 3,074 178 Total depreciation and amortization $ 28,862 $ 24,011 $ 55,980 $ 46,667 Loss (Gain) on Disposal of Equipment Imaging Centers $ 36 $ (1,567) $ 1,189 $ (2,874) AI 45 — 20 — Total loss (gain) $ 81 $ (1,567) $ 1,209 $ (2,874) Severance Imaging Centers $ 99 $ 268 $ 300 $ 551 AI — — — — Total severance $ 99 $ 268 $ 300 $ 551 Income from Operations Imaging Centers $ 26,233 $ 28,878 $ 30,130 $ 41,640 AI (6,675) (1,243) (12,291) (2,598) Total income from operations $ 19,558 $ 27,635 $ 17,839 $ 39,042 |
CREDIT FACILITY AND NOTES PAYAB
CREDIT FACILITY AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable, Line of Credit and Capital Lease Obligations | As of June 30, 2022 and December 31, 2021 our term loan debt obligations are as follows (in thousands): June 30, December 31, First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 717,750 $ 721,375 Discount on First Lien Term Loans (12,170) (13,213) SunTrust Term Loan collateralized by NJIN's tangible and intangible assets 43,500 46,500 Total debt obligations 749,080 754,662 Less: current portion (11,164) (11,164) Long term portion debt obligations $ 737,916 $ 743,498 |
Schedule of Leverage Ratio | Our SunTrust Term Loan bears interest at either an Adjusted LIBOR or a Base Rate (each as defined in the SunTrust Credit Agreement), plus an applicable margin according to the following schedule: Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Applicable Margin for Letter of Credit Fees Applicable Percentage for Commitment Fee I Greater than or equal to 3.00:1.00 2.75% per annum 1.75% per annum 2.75% per annum 0.45% per annum II Less than 3.00:1.00 but greater than or equal to 2.50:1.00 2.25% per annum 1.25% per annum 2.25% per annum 0.40% per annum III Less than 2.50:1.00 but greater than or equal to 2.00:1.00 2.00% per annum 1.00% per annum 2.00% per annum 0.35% per annum IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 1.75% per annum 0.30% per annum V Less than 1.50:1.00 1.50% per annum 0.50% per annum 1.50% per annum 0.30% per annum First Lien Net Leverage Ratio Eurodollar Rate Spread Alternate Base Rate Spread > 3.50x 3.25% 2.25% > 3.00x but ≤ 3.50x 3.00% 2.00% ≤ 3.00x 2.75% 1.75% |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Options Activity | The following summarizes all of our option transactions for the six months ended June 30, 2022: Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance, December 31, 2021 473,939 $ 9.38 Granted 229,975 28.36 Balance, June 30, 2022 703,914 15.58 6.35 $ 3,904,038 Exercisable at June 30, 2022 508,969 11.05 5.18 3,899,706 Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance December 31, 2021 320,660 $ — Exercised (183,910) — Balance, June 30, 2022 136,750 — 7.28 $ 2,363,040 Exercisable at June 30, 2022 70,070 — 7.28 1,210,803 |
Schedule of RSA Activity | The following summarizes all unvested RSA’s activities during the six months ended June 30, 2022: RSA's Weighted-Average Weighted-Average RSA's unvested at December 31, 2021 456,075 $ 20.06 Changes during the period Granted 647,401 $ 26.36 Vested (542,816) $ 21.99 RSA's unvested at June 30, 2022 560,660 1.56 $ 23.81 |
Schedule of LTIPs | The following summarizes all unvested LTIPs activities during the six months ended June 30, 2022: LTIPs Weighted-Average Weighted-Average RSA's unvested at December 31, 2021 — $ — Changes during the period Granted 172,622 $ 19.52 RSA's unvested at June 30, 2022 172,622 3.22 $ 19.52 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) center | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) center segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of centers | center | 353 | 353 | |||
Number of reportable segments | segment | 2 | ||||
BRMG and NY Groups revenues | $ 46,800 | $ 45,100 | $ 92,500 | $ 92,500 | |
BRMG and NY Groups operating expenses | 46,800 | 45,100 | 91,200 | 91,200 | |
Management services provided to BRMG and NY Groups | 202,400 | 190,600 | 393,400 | 369,500 | |
BRMG and NY Groups accounts receivable | 2,240,719 | 2,240,719 | $ 2,058,474 | ||
BRMG and NY Groups accounts payable | $ 1,789,334 | $ 1,789,334 | 1,712,317 | ||
ScriptSender LLC | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 49% | 49% | |||
Book value of RadNet joint venture interests | $ 3,700 | $ 3,700 | |||
ScriptSender LLC | Operating Expense | Equity Method Investee | |||||
Business Acquisition [Line Items] | |||||
Expenses from transactions with related party | 600 | $ 600 | 1,000 | $ 1,200 | |
Variable Interest Entity, Primary Beneficiary | |||||
Business Acquisition [Line Items] | |||||
BRMG and NY Groups accounts receivable | 100,600 | 100,600 | 89,200 | ||
BRMG and NY Groups accounts payable | $ 17,700 | $ 17,700 | $ 14,400 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details - Revenue) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 354,375 | $ 333,918 | $ 696,141 | $ 649,237 |
Imaging Center Segment Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 352,818 | 333,918 | 693,985 | 649,237 |
Commercial insurance | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 195,066 | 187,354 | 383,615 | 369,566 |
Medicare | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 77,879 | 71,407 | 148,800 | 134,877 |
Medicaid | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 9,704 | 9,039 | 18,788 | 17,486 |
Workers' compensation/personal injury | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 13,138 | 10,556 | 25,586 | 20,966 |
Other patient revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 7,567 | 5,189 | 14,689 | 9,961 |
Management fee revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 5,592 | 5,533 | 11,100 | 10,752 |
Software revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 2,421 | 2,628 | 6,419 | 5,054 |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3,577 | 3,788 | 8,623 | 6,409 |
Revenue under capitation arrangements | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 37,874 | 38,424 | 76,365 | 74,166 |
AI Segment Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 1,557 | $ 0 | $ 2,156 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details - Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | 40 Months Ended | |||||||||||||||
Jun. 24, 2022 USD ($) | Jan. 20, 2022 USD ($) milestone $ / shares shares | Jul. 01, 2020 USD ($) | Nov. 05, 2019 USD ($) | Feb. 01, 2018 USD ($) shares | Jun. 30, 2022 USD ($) security incentivePlan jointVenture | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) security incentivePlan jointVenture | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 30, 2025 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2023 USD ($) | Dec. 31, 2022 | Mar. 31, 2022 USD ($) | Apr. 15, 2021 incentivePlan shares | Dec. 21, 2019 shares | Jun. 30, 2019 USD ($) agreement | Jan. 01, 2019 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Contracts receivable, factoring receivable | $ 17,000,000 | $ 17,000,000 | $ 17,700,000 | $ 17,700,000 | ||||||||||||||||
Deferred financing costs, net of accumulated amortization | 1,900,000 | 1,900,000 | 2,100,000 | 2,100,000 | ||||||||||||||||
Goodwill | 577,781,000 | 577,781,000 | 513,820,000 | 513,820,000 | ||||||||||||||||
Indefinite-lived intangible assets | 12,700,000 | 12,700,000 | ||||||||||||||||||
Income tax expense | $ 3,403,000 | $ 2,874,000 | $ 4,900,000 | $ 7,249,000 | ||||||||||||||||
Effective tax rate | 19.70% | 26.20% | ||||||||||||||||||
Number of plans | incentivePlan | 1 | 1 | 1 | |||||||||||||||||
Number of shares authorized (in shares) | shares | 16,500,000 | |||||||||||||||||||
Amount of loss recognized in income on derivative (current period ineffective portion) | $ 24,400,000 | |||||||||||||||||||
Share price (dollars per share) | $ / shares | $ 17.28 | |||||||||||||||||||
Total credit facilities outstanding | $ 0 | $ 0 | 0 | 0 | ||||||||||||||||
Number of securities without readily determinable fair value | security | 3 | 3 | ||||||||||||||||||
Number of unconsolidated joint ventures | jointVenture | 13 | 13 | ||||||||||||||||||
Management service fees | $ 5,600,000 | $ 5,500,000 | $ 11,100,000 | 10,800,000 | ||||||||||||||||
Equity contributions in existing joint ventures | $ 1,400,000 | 1,441,000 | ||||||||||||||||||
Medic Vision | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Total net assets | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||
Ownership percentage | 14.21% | 14.21% | ||||||||||||||||||
WhiteRabbit.ai Inc. | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Payments to acquire equity method investments | $ 1,000,000 | |||||||||||||||||||
Payments to fund loan to related parties | $ 2,500,000 | |||||||||||||||||||
Turner Imaging | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Number of shares purchased (in shares) | shares | 2,100,000 | |||||||||||||||||||
Payments to acquire equity method investments | $ 2,000,000 | |||||||||||||||||||
Preferred stock issued upon conversion (in shares) | shares | 80,000 | |||||||||||||||||||
Turner Imaging | Promissory Note | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Short-term debt | $ 100,000 | |||||||||||||||||||
Aidence Holding B.V. and Quantib B.V | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Goodwill from acquisitions | $ 7,300,000 | |||||||||||||||||||
Quantib B.V | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Goodwill | $ 22,200,000 | |||||||||||||||||||
Milestone contingent consideration | $ 8,437,000 | $ 8,437,000 | 10,459,000 | 10,459,000 | $ 10,268,000 | |||||||||||||||
Contingent consideration, liability, period | 18 months | 18 months | ||||||||||||||||||
Additional number of shares issued (in shares) | shares | 113,303 | |||||||||||||||||||
Fair value of additional shares issued after execution | $ 3,000,000 | |||||||||||||||||||
Aidence Holding B.V. | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Contingent consideration (up to) | $ 10,000,000 | |||||||||||||||||||
Number of identified milestones | milestone | 2 | |||||||||||||||||||
Milestone contingent consideration | $ 7,400,000 | 6,700,000 | $ 6,700,000 | |||||||||||||||||
Chance of FDA approval, percent | 80% | |||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Deferred financing costs, net of accumulated amortization | 1,900,000 | $ 1,900,000 | ||||||||||||||||||
Forecast | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Monthly amortization of deferred hedge gains | $ 300,000 | $ 400,000 | ||||||||||||||||||
2019 SWAPS | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Number of forward interest rate cap agreements | agreement | 4 | |||||||||||||||||||
Notional amounts | $ 500,000,000 | |||||||||||||||||||
2019 SWAPS | 2019 Swaps - Interest Rate Contracts | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 100,000,000 | |||||||||||||||||||
2019 SWAPS | 2019 Swaps - Interest Rate Contracts | London Interbank Offered Rate (LIBOR) | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.96% | |||||||||||||||||||
2019 SWAPS | October 2023 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Number of forward interest rate cap agreements | agreement | 2 | |||||||||||||||||||
Notional amounts | $ 50,000,000 | |||||||||||||||||||
2019 SWAPS | October 2025 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | 200,000,000 | |||||||||||||||||||
2019 SWAPS | 2019 Swaps - Interest Rate Contracts | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 400,000,000 | |||||||||||||||||||
2019 SWAPS | 2019 Swaps - Interest Rate Contracts | London Interbank Offered Rate (LIBOR) | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2.05% | |||||||||||||||||||
Restated Plan | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Number of shares authorized (in shares) | shares | 16,500,000 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based payment award, expiration period | 5 years | |||||||||||||||||||
Minimum | Dignity Health | Joint Venture | Glendale Advanced Imaging | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Variable interest entity, ownership percentage | 35% | |||||||||||||||||||
Minimum | Amounts returned to property and equipment | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PPE estimated useful lives | 3 years | |||||||||||||||||||
Minimum | Leasehold Improvements | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PPE estimated useful lives | 3 years | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 5 years | |||||||||||||||||||
Share-based payment award, expiration period | 10 years | |||||||||||||||||||
Maximum | Dignity Health | Joint Venture | Glendale Advanced Imaging | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Variable interest entity, ownership percentage | 55% | |||||||||||||||||||
Maximum | Amounts returned to property and equipment | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PPE estimated useful lives | 15 years | |||||||||||||||||||
Maximum | Leasehold Improvements | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PPE estimated useful lives | 15 years | |||||||||||||||||||
First Lien Credit Agreement | Revolving Credit Facility | Barclays | Line of Credit | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Total credit facilities outstanding | 0 | $ 0 | ||||||||||||||||||
COVID-19 Pandemic | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Advance medicare payments | 100,000 | $ 39,500,000 | 39,600,000 | |||||||||||||||||
Proceeds from provider relief funding | $ 43,000 | $ 6,300,000 | $ 9,100,000 | $ 26,300,000 | $ 35,400,000 | |||||||||||||||
Repayment of advance medicare payments | 38,600,000 | |||||||||||||||||||
Refundable claim percentage | 50% | 50% | 50% | |||||||||||||||||
Deferred social security taxes | $ 8,100,000 | $ 8,100,000 | $ 16,300,000 | |||||||||||||||||
Reduction in deferred social security taxes | $ 7,700,000 | |||||||||||||||||||
COVID-19 Pandemic | Forecast | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Refundable claim percentage | 50% | |||||||||||||||||||
COVID-19 Pandemic | Paycheck Protection Program loans at 1% due April 2022 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Proceeds from PPP loans | $ 4,000,000 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details - Goodwill) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 513,820 |
Valuation adjustment | (338) |
Currency translation | (3,680) |
Goodwill, Ending Balance | 577,781 |
Business Acquisitions | |
Goodwill [Roll Forward] | |
Goodwill from acquisitions | $ 67,979 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details - Gain on Derivative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Offsetting Assets [Line Items] | ||||
Beginning balance, value | $ 421,450 | $ 281,358 | $ 346,157 | $ 258,303 |
Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes | 924 | 920 | 1,847 | 1,845 |
Ending balance, value | $ 451,385 | $ 299,279 | $ 451,385 | $ 299,279 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | ||
Interest rate contracts | ||||
Offsetting Assets [Line Items] | ||||
Amount of comprehensive loss recognized on derivative net of taxes | $ 0 | $ 0 | ||
Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes | 924 | 1,847 | ||
Amount of gain recognized in income on derivative (current period ineffective portion) | 6,306 | 27,125 | ||
Interest Expense | Interest rate contracts | ||||
Offsetting Assets [Line Items] | ||||
Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes | (1,245) | (2,490) | ||
Accumulated Other Comprehensive Loss, net of taxes | Interest rate contracts | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance, value | (17,963) | (18,886) | ||
Ending balance, value | $ (17,039) | $ (17,039) |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details- Contingent Consideration) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Amount of other non operating income recognized on contingent consideration | $ (1,287) | $ 1,292 | |
Currency Translation | $ (1,045) | (735) | |
Quantib B.V | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the beginning | 10,268 | 10,459 | |
Amount of other non operating income recognized on contingent consideration | (786) | (1,287) | |
Accrued expenses at the end | 8,437 | 8,437 | |
Aidence Holding B.V. | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the end | $ 6,700 | $ 6,700 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Measurements) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 20, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and SunTrust Term Loan | $ 761,250 | $ 767,875 | |
Quantib B.V | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Additional number of shares issued (in shares) | 113,303 | ||
Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and SunTrust Term Loan | 721,774 | 766,973 | |
Estimate of Fair Value Measurement | Aidence Holding B.V. | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 6,686 | ||
Estimate of Fair Value Measurement | Quantib B.V | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 1,751 | ||
Estimate of Fair Value Measurement | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and SunTrust Term Loan | 0 | 0 | |
Estimate of Fair Value Measurement | Level 1 | Aidence Holding B.V. | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 1 | Quantib B.V | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and SunTrust Term Loan | 721,774 | 766,973 | |
Estimate of Fair Value Measurement | Level 2 | Aidence Holding B.V. | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 2 | Quantib B.V | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and SunTrust Term Loan | 0 | 0 | |
Estimate of Fair Value Measurement | Level 3 | Aidence Holding B.V. | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 6,686 | ||
Estimate of Fair Value Measurement | Level 3 | Quantib B.V | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 1,751 | ||
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Swaps - Interest Rate Contracts | 10,806 | 16,319 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Swaps - Interest Rate Contracts | 0 | 0 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Swaps - Interest Rate Contracts | 10,806 | 16,319 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Swaps - Interest Rate Contracts | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES (Details - Earnings Per Share) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Net income attributable to RadNet, Inc.'s common stockholders | $ 7,905 | $ 2,873 | $ 10,918 | $ 12,331 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding during the period (in shares) | 56,059,824 | 52,238,709 | 55,683,335 | 52,004,653 |
Basic net income per share attributable to RadNet, Inc.'s common stockholders (in dollars per share) | $ 0.14 | $ 0.05 | $ 0.20 | $ 0.24 |
Nonvested restricted stock subject only to service vesting (in shares) | 47,652 | 202,341 | 122,781 | 227,803 |
Additional shares issuable upon exercise of stock options and contingently issuable shares (in shares) | 859,072 | 692,041 | 860,174 | 658,105 |
Weighted average number of common shares used in calculating diluted net income per share (in shares) | 56,966,548 | 53,133,091 | 56,666,290 | 52,890,561 |
Changes in FV associated with contingently issuable shares | $ (468) | $ 0 | $ (863) | $ 0 |
Net income attributable to RadNet, Inc's common stockholders for diluted share calculation | $ 7,437 | $ 0 | $ 10,055 | $ 0 |
Diluted net income per share attributable to RadNet, Inc.'s common stockholders (in dollars per share) | $ 0.13 | $ 0.05 | $ 0.18 | $ 0.23 |
Stock Options | ||||
Nonvested restricted stock subject to service vesting | ||||
Weighted average shares for which the exercise price exceeds average market price of common stock (in shares) | 70,070 | 0 | 58,491 | 0 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES (Details - Schedule of Acquisition) $ in Thousands | Jan. 01, 2022 USD ($) center | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Business Acquisition [Line Items] | |||
Goodwill | $ 577,781 | $ 513,820 | |
IFRC LLC | |||
Business Acquisition [Line Items] | |||
Total Consideration | $ 3,922 | ||
Property & Equipment | 2,121 | ||
Right of Use Assets | 1,295 | ||
Goodwill | 1,801 | ||
Right of Use Liabilities | $ (1,295) | ||
IFRC LLC Acquisitions | |||
Business Acquisition [Line Items] | |||
Total Consideration | 13,000 | ||
Property & Equipment | 5,013 | ||
Right of Use Assets | 2,560 | ||
Goodwill | 7,968 | ||
Right of Use Liabilities | $ (2,560) | ||
Number of businesses acquired | center | 3 |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES (Details - Investment in Joint Ventures) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 24, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Roll Forward] | |||||
Beginning balance | $ 42,229 | ||||
Equity in earnings in these joint ventures | $ 2,748 | $ 3,121 | 5,266 | $ 5,406 | |
Equity contributions in existing joint ventures | $ 1,400 | 1,441 | |||
Ending balance | $ 48,936 | $ 48,936 |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES (Details - Key Financial Data on Joint Ventures) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | $ 319,104 | $ 319,104 | $ 324,264 | ||
Current liabilities | (404,518) | (404,518) | (374,784) | ||
Total value of RadNet joint venture interests | 48,936 | 48,936 | 42,229 | ||
Net revenue | 354,375 | $ 333,918 | 696,141 | $ 649,237 | |
Net income | 13,831 | $ 8,087 | 22,194 | 21,862 | |
Joint Venture Interest | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total net assets | 88,909 | 88,909 | 75,489 | ||
Book value of RadNet joint venture interests | 41,099 | 41,099 | 34,930 | ||
Cost in excess of book value of acquired joint venture interests and other | 7,837 | 7,837 | 7,299 | ||
Total value of RadNet joint venture interests | 48,936 | 48,936 | 42,229 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | 39,840 | 39,840 | 37,186 | ||
Noncurrent assets | 88,754 | 88,754 | 73,592 | ||
Current liabilities | (12,322) | (12,322) | (12,919) | ||
Noncurrent liabilities | $ (27,363) | (27,363) | $ (22,370) | ||
Net revenue | 69,757 | 64,636 | |||
Net income | $ 10,497 | $ 10,258 |
BUSINESS COMBINATIONS AND REL_3
BUSINESS COMBINATIONS AND RELATED ACTIVITY (Details - Assets Acquired and Liabilities Assumed) $ in Thousands | Jan. 01, 2022 USD ($) center | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Business Acquisition [Line Items] | |||
Goodwill | $ 577,781 | $ 513,820 | |
IFRC LLC Acquisitions | |||
Business Acquisition [Line Items] | |||
Total Consideration | 13,000 | ||
Property & Equipment | 5,013 | ||
Right of Use Assets | 2,560 | ||
Goodwill | 7,968 | ||
Other Assets | 19 | ||
Right of Use Liabilities | $ (2,560) | ||
Number of businesses acquired | center | 3 | ||
IFRC LLC | |||
Business Acquisition [Line Items] | |||
Total Consideration | $ 4,800 | ||
Property & Equipment | 2,103 | ||
Right of Use Assets | 857 | ||
Goodwill | 2,697 | ||
Other Assets | 0 | ||
Right of Use Liabilities | (857) | ||
IFRC LLC | |||
Business Acquisition [Line Items] | |||
Total Consideration | 8,200 | ||
Property & Equipment | 2,910 | ||
Right of Use Assets | 1,703 | ||
Goodwill | 5,271 | ||
Other Assets | 19 | ||
Right of Use Liabilities | $ (1,703) |
BUSINESS COMBINATIONS AND REL_4
BUSINESS COMBINATIONS AND RELATED ACTIVITY (Details - Narrative) | 6 Months Ended | |||||||
Jun. 15, 2022 USD ($) location | Apr. 01, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Jan. 20, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Apr. 01, 2022 location | Apr. 01, 2022 center | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 577,781,000 | $ 513,820,000 | ||||||
Property and equipment, net | 514,661,000 | 484,247,000 | ||||||
Frederick County Radiology, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of location offering multi-modality services | 6 | 4 | ||||||
Ownership interest | 65% | |||||||
Frederick County Radiology, LLC | Frederick Health Hospital, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 10,800,000 | |||||||
Property and equipment, net | $ 8,400,000 | |||||||
Ownership interest | 35% | |||||||
Frederick County Radiology, LLC | Frederick Health Hospital, Inc. | Fixed Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Property and equipment, net | $ 5,500,000 | |||||||
Frederick County Radiology, LLC | Frederick Health Hospital, Inc. | Equipment | ||||||||
Business Acquisition [Line Items] | ||||||||
Property and equipment, net | $ 3,000,000 | |||||||
Advanced Radiology at Capital Region, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of location offering multi-modality services | location | 2 | |||||||
Ownership interest | 51% | |||||||
Payments to acquire additional interest in subsidiaries | $ 5,100 | |||||||
Advanced Radiology at Capital Region, LLC | Dimension Health Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest | 49% | |||||||
Contributed assets | $ 4,900 | |||||||
Aidence B.V | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 45,200,000 | |||||||
Shares issued (in shares) | shares | 1,141,234 | |||||||
Cash payment to acquire business | $ 1,800,000 | |||||||
Assumed liabilities | 11,900,000 | |||||||
Loans settled | 1,500,000 | |||||||
Current assets | 1,000,000 | |||||||
Property, plant, and equipment | 200,000 | |||||||
Intangible assets | 27,700,000 | |||||||
Liabilities | 3,200,000 | |||||||
Goodwill | 19,000,000 | |||||||
Aidence B.V | Cash Holdback | ||||||||
Business Acquisition [Line Items] | ||||||||
Milestone contingent consideration | $ 4,500,000 | |||||||
Aidence B.V | Other Sellers | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | shares | 1,117,872 | |||||||
Price per share (dollars per share) | $ / shares | $ 26.80 | |||||||
Equity issued or issuable | $ 30,000,000 | |||||||
Aidence B.V | Certain Seller | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | shares | 23,362 | |||||||
Equity issued or issuable | $ 600,000 | |||||||
Quantib B.V | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration | $ 42,300,000 | |||||||
Shares issued (in shares) | shares | 113,303 | 965,058 | ||||||
Price per share (dollars per share) | $ / shares | $ 26.80 | |||||||
Equity issued or issuable | $ 3,000,000 | $ 25,900,000 | ||||||
Cash payment to acquire business | 11,800,000 | |||||||
Milestone contingent consideration | $ 10,268,000 | $ 8,437,000 | $ 10,459,000 | |||||
Current assets | 2,400,000 | |||||||
Property, plant, and equipment | 100,000 | |||||||
Intangible assets | 21,300,000 | |||||||
Liabilities | 3,700,000 | |||||||
Goodwill | $ 22,200,000 | |||||||
Contingent consideration, liability, period | 18 months | 18 months | ||||||
Quantib B.V | Cash Holdback | ||||||||
Business Acquisition [Line Items] | ||||||||
Milestone contingent consideration | $ 1,600,000 | |||||||
Aidence Holding B.V. | ||||||||
Business Acquisition [Line Items] | ||||||||
Milestone contingent consideration | $ 7,400,000 | $ 6,700,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||||
Revenue | $ 354,375 | $ 333,918 | $ 696,141 | $ 649,237 | |||
Cost of Operations | 305,775 | 283,571 | 620,813 | 565,851 | |||
Depreciation and Amortization | 28,862 | 24,011 | 55,980 | 46,667 | |||
Loss (Gain) on Disposal of Equipment | 81 | (1,567) | 1,209 | (2,874) | |||
Severance | 99 | 268 | 300 | 551 | |||
Income from Operations | 19,558 | 27,635 | 17,839 | 39,042 | |||
COVID-19 Pandemic | |||||||
Segment Reporting Information [Line Items] | |||||||
Proceeds from provider relief funding | 43 | 6,300 | $ 9,100 | $ 26,300 | $ 35,400 | ||
Imaging Centers | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 352,818 | 333,918 | 693,985 | 649,237 | |||
Cost of Operations | 299,350 | 282,419 | 609,460 | 563,431 | |||
Depreciation and Amortization | 27,100 | 23,920 | 52,906 | 46,489 | |||
Loss (Gain) on Disposal of Equipment | 36 | (1,567) | 1,189 | (2,874) | |||
Severance | 99 | 268 | 300 | 551 | |||
Income from Operations | 26,233 | 28,878 | 30,130 | 41,640 | |||
AI | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue | 1,557 | 0 | 2,156 | 0 | |||
Cost of Operations | 6,425 | 1,152 | 11,353 | 2,420 | |||
Depreciation and Amortization | 1,762 | 91 | 3,074 | 178 | |||
Loss (Gain) on Disposal of Equipment | 45 | 0 | 20 | 0 | |||
Severance | 0 | 0 | 0 | 0 | |||
Income from Operations | $ (6,675) | $ (1,243) | $ (12,291) | $ (2,598) |
CREDIT FACILITY AND NOTES PAY_2
CREDIT FACILITY AND NOTES PAYABLE (Details - Schedule of Debt) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt | $ 749,080 | $ 754,662 |
Total debt obligations | 749,080 | 754,662 |
Less: current portion | (11,164) | (11,164) |
Long term portion debt obligations | 737,916 | 743,498 |
Term Loans | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Debt | 717,750 | 721,375 |
Discount on First Lien Term Loans | (12,170) | (13,213) |
Total debt obligations | 717,750 | 721,375 |
Term Loans | SunTrust Term Loan collateralized by NJIN's tangible and intangible assets | ||
Debt Instrument [Line Items] | ||
Debt | 43,500 | 46,500 |
Total debt obligations | $ 43,500 | $ 46,500 |
CREDIT FACILITY AND NOTES PAY_3
CREDIT FACILITY AND NOTES PAYABLE (Details - Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 23, 2021 USD ($) | Dec. 31, 2018 USD ($) | Aug. 31, 2018 | Mar. 31, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Total credit facilities outstanding | $ 0 | $ 0 | |||||
Deferred financing costs, net of accumulated amortization | 1,900,000 | $ 2,100,000 | |||||
Loss on extinguishment of debt | $ 1,500,000 | 0 | $ 1,496,000 | ||||
Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Total credit facilities outstanding | 725,000,000 | ||||||
First Lien Credit Agreement Seventh Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 14,900,000 | ||||||
Debt discount | 8,800,000 | ||||||
Deferred financing costs, net of accumulated amortization | 4,500,000 | ||||||
Amortization of deferred issuance costs | 100,000 | ||||||
SunTrust | Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Periodic payment, principal | $ 800,000 | ||||||
Periodic payment, percent | 5% | ||||||
Periodic payment amortization increase | $ 400,000 | ||||||
First Lien Term Loan | Barclays | Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Periodic payment, principal | 1,800,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | 7,600,000 | ||||||
Deferred financing costs, net of accumulated amortization | $ 1,900,000 | ||||||
Effective interest rate | 6.75% | ||||||
Revolving Credit Facility | Barclays | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, remaining borrowing capacity | $ 187,400,000 | ||||||
Revolving Credit Facility | SunTrust | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 30,000,000 | ||||||
Revolving Credit Facility | First Lien Credit Agreement | Barclays | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total credit facilities outstanding | 0 | ||||||
Revolving Credit Facility | First Lien Credit Agreement | SunTrust | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Total credit facilities outstanding | $ 0 | ||||||
Revolving Credit Facility | First Lien Credit Agreement Eighth Amendment | Barclays | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 195,000,000 | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio | 3.50 | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Eurodollar Rate Spread | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
Effective interest rate | 1.62% | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Eurodollar Rate Spread | Leverage Ratio Five | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3% | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Eurodollar Rate Spread | Leverage Ratio Three | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3% | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Alternate Base Rate Spread | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 4.75% | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Alternate Base Rate Spread | Leverage Ratio Three | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2% | ||||||
Revolving Credit Facility | SunTrust Term Loan collateralized by NJIN's tangible and intangible assets | Pricing Level III | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 2% | ||||||
Unused capacity, commitment fee percentage | 0.35% | ||||||
Revolving Credit Facility | SunTrust Term Loan collateralized by NJIN's tangible and intangible assets | Eurodollar Rate Spread | Pricing Level III | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2% | 1.01% | |||||
Revolving Credit Facility | SunTrust Term Loan collateralized by NJIN's tangible and intangible assets | Alternate Base Rate Spread | Pricing Level III | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
Letter of Credit | Barclays | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.125% | ||||||
Unused capacity, commitment fee percentage | 0.50% | ||||||
Letter of Credit | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Eurodollar Rate Spread | Leverage Ratio Three | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% |
CREDIT FACILITY AND NOTES PAY_4
CREDIT FACILITY AND NOTES PAYABLE (Details - Margin Spread Based on Leverage Ratio, Debt Instrument) - SunTrust Term Loan | 6 Months Ended | |
Aug. 31, 2018 | Jun. 30, 2022 | |
Pricing Level I | ||
Debt Instrument [Line Items] | ||
Leverage Ratio, greater than | 3 | |
Pricing Level I | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin for Letter of Credit Fees | 2.75% | |
Applicable Percentage for Commitment Fee | 0.45% | |
Pricing Level I | Eurodollar Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 2.75% | |
Pricing Level I | Alternate Base Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 1.75% | |
Pricing Level II | ||
Debt Instrument [Line Items] | ||
Leverage Ratio, greater than | 2.50 | |
Leverage Ratio, less than | 3 | |
Pricing Level II | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin for Letter of Credit Fees | 2.25% | |
Applicable Percentage for Commitment Fee | 0.40% | |
Pricing Level II | Eurodollar Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 2.25% | |
Pricing Level II | Alternate Base Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 1.25% | |
Pricing Level III | ||
Debt Instrument [Line Items] | ||
Leverage Ratio, greater than | 2 | |
Leverage Ratio, less than | 2.50 | |
Pricing Level III | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin for Letter of Credit Fees | 2% | |
Applicable Percentage for Commitment Fee | 0.35% | |
Pricing Level III | Eurodollar Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 2% | 1.01% |
Pricing Level III | Alternate Base Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 1% | |
Pricing Level IV | ||
Debt Instrument [Line Items] | ||
Leverage Ratio, greater than | 1.50 | |
Leverage Ratio, less than | 2 | |
Pricing Level IV | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin for Letter of Credit Fees | 1.75% | |
Applicable Percentage for Commitment Fee | 0.30% | |
Pricing Level IV | Eurodollar Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 1.75% | |
Pricing Level IV | Alternate Base Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 0.75% | |
Pricing Level V | ||
Debt Instrument [Line Items] | ||
Leverage Ratio, less than | 1.50 | |
Pricing Level V | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin for Letter of Credit Fees | 1.50% | |
Applicable Percentage for Commitment Fee | 0.30% | |
Pricing Level V | Eurodollar Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 1.50% | |
Pricing Level V | Alternate Base Rate Spread | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Applicable Margin For Loans | 0.50% |
CREDIT FACILITY AND NOTES PAY_5
CREDIT FACILITY AND NOTES PAYABLE (Details - Margin Spread Based on Leverage Ratio) - Revolving Credit Facility - First Lien Credit Agreement - Line of Credit | 6 Months Ended |
Jun. 30, 2022 | |
> 3.50x | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.50 |
> 3.50x | Eurodollar Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.25% |
> 3.50x | Alternate Base Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
> 3.00x but ≤ 3.50x | Minimum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3 |
> 3.00x but ≤ 3.50x | Maximum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.50 |
> 3.00x but ≤ 3.50x | Eurodollar Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3% |
> 3.00x but ≤ 3.50x | Alternate Base Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2% |
≤ 3.00x | |
Debt Instrument [Line Items] | |
Leverage ratio | 3 |
≤ 3.00x | Eurodollar Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
≤ 3.00x | Alternate Base Rate Spread | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2022 tranche shares | Jun. 30, 2021 USD ($) | Jun. 30, 2020 $ / shares shares | Jun. 30, 2022 USD ($) incentivePlan shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | Apr. 15, 2021 incentivePlan shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of plans | incentivePlan | 1 | 1 | |||||
Number of shares authorized (in shares) | 16,500,000 | ||||||
Unrecognized stock-based compensation expense | $ | $ 2,700 | ||||||
Unrecognized expense weighted average period | 2 years 4 months 20 days | ||||||
Issuance of common stock upon exercise of options | $ | $ 26 | $ 26 | |||||
Shares available for future issuance, options, warrants, shares of restricted stock and other bonus awards (in shares) | 2,039,963 | ||||||
DeepHealth Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 1,200 | ||||||
Unrecognized expense weighted average period | 1 year 21 days | ||||||
Options granted (in dollars per share) | $ / shares | $ 16.93 | ||||||
Equity Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 703,914 | 473,939 | |||||
Exercisable shares (in shares) | 508,969 | ||||||
Issuance of common stock upon exercise of options (in shares) | 229,975 | ||||||
Equity Option | DeepHealth Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of common stock upon exercise of options (in shares) | 412,434 | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total issued up to date (in shares) | 7,890,430 | ||||||
RSA's unvested (in shares) | 560,660 | 456,075 | |||||
Granted (in shares) | 647,401 | ||||||
Future Service | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of common stock upon exercise of options (in shares) | 1,000,000 | ||||||
Issuance of common stock upon exercise of options | $ | $ 19 | ||||||
Performance Based Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, award vesting period | 3 years | ||||||
Granted (in shares) | 25,683 | ||||||
Number of vesting traches | tranche | 2 | ||||||
Performance Based Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, award vesting period | 3 years | ||||||
Issuance of common stock upon exercise of options (in shares) | 111,925 | ||||||
Number of vesting traches | tranche | 3 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, award vesting period | 3 years | ||||||
Share-based payment award, expiration period | 5 years | ||||||
Minimum | Performance Based Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 0% | ||||||
Minimum | Performance Based Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available in grant (in shares) | 0 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based payment award, award vesting period | 5 years | ||||||
Share-based payment award, expiration period | 10 years | ||||||
Maximum | Performance Based Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 200% | ||||||
Maximum | Performance Based Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available in grant (in shares) | 111,925 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details - Outstanding Options and Warrants) - Equity Option $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Shares | |
Beginning Balance (in shares) | 473,939 |
Options granted (in shares) | 229,975 |
Ending Balance (in shares) | 703,914 |
Exercisable Shares at the end (in shares) | 508,969 |
Weighted Average Exercise price Per Common Share | |
Beginning Balance (in dollars per share) | $ / shares | $ 9.38 |
Options granted (in dollars per share) | $ / shares | 28.36 |
Ending Balance (in dollars per share) | $ / shares | 15.58 |
Weighted Average Exercise price Per Common Share, Exercisable (in dollars per share) | $ / shares | $ 11.05 |
Weighted Average Remaining Contractual Life (in years) | |
Balance at end of period | 6 years 4 months 6 days |
Exercisable at the end | 5 years 2 months 4 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 3,904,038 |
Aggregate value exercisable | $ | $ 3,899,706 |
DeepHealth, Inc. | |
Shares | |
Beginning Balance (in shares) | 320,660 |
Options exercised (in shares) | (183,910) |
Ending Balance (in shares) | 136,750 |
Exercisable Shares at the end (in shares) | 70,070 |
Weighted Average Remaining Contractual Life (in years) | |
Balance at end of period | 7 years 3 months 10 days |
Exercisable at the end | 7 years 3 months 10 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 2,363,040 |
Aggregate value exercisable | $ | $ 1,210,803 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details - RSU's and LTIPs) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted Stock | |
RSA's | |
Outstanding, beginning balance (in shares) | shares | 456,075 |
Granted (in shares) | shares | 647,401 |
Vested (in shares) | shares | (542,816) |
Outstanding, ending balance (in shares) | shares | 560,660 |
Weighted-Average Remaining Contractual Term (Years) | 1 year 6 months 21 days |
Weighted-Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 20.06 |
Granted (in dollars per share) | $ / shares | 26.36 |
Vested (in dollars per share) | $ / shares | 21.99 |
Ending balance (in dollars per share) | $ / shares | $ 23.81 |
LTIPs | |
RSA's | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 172,622 |
Outstanding, ending balance (in shares) | shares | 172,622 |
Weighted-Average Remaining Contractual Term (Years) | 3 years 2 months 19 days |
Weighted-Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 19.52 |
Ending balance (in dollars per share) | $ / shares | $ 19.52 |