Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 67,772,627 | |
Entity Central Index Key | 0000790526 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 356,651 | $ 127,834 |
Accounts receivable | 174,481 | 166,357 |
Prepaid expenses and other current assets | 49,319 | 54,022 |
Total current assets | 602,691 | 367,184 |
PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS | ||
Property and equipment, net | 576,094 | 565,961 |
Operating lease right-of-use assets | 627,130 | 603,524 |
Total property, equipment and right-of-use assets | 1,203,224 | 1,169,485 |
OTHER ASSETS | ||
Goodwill | 687,879 | 677,665 |
Other intangible assets | 100,433 | 106,228 |
Deferred financing costs | 1,962 | 2,280 |
Investment in joint ventures | 52,492 | 57,893 |
Deposits and other | 56,609 | 53,172 |
Total assets | 2,705,290 | 2,433,907 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other | 333,224 | 369,595 |
Deferred revenue | 5,054 | 4,021 |
Current operating lease liability | 59,504 | 57,607 |
Current portion of notes payable | 15,989 | 12,400 |
Total current liabilities | 434,234 | 466,723 |
LONG-TERM LIABILITIES | ||
Long-term operating lease liability | 628,845 | 604,117 |
Notes payable, net of current portion | 848,333 | 839,344 |
Deferred tax liability, net | 10,005 | 9,256 |
Other non-current liabilities | 22,869 | 23,015 |
Total liabilities | 1,944,286 | 1,942,455 |
EQUITY | ||
Common stock - $0.0001 par value, 200,000,000 shares authorized; 67,669,564 and 57,723,125 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 7 | 6 |
Additional paid-in-capital | 703,593 | 436,288 |
Accumulated other comprehensive loss | (15,183) | (20,677) |
Accumulated deficit | (95,258) | (82,622) |
Total RadNet, Inc.'s stockholders' equity | 593,159 | 332,995 |
Noncontrolling interests | 167,845 | 158,457 |
Total equity | 761,004 | 491,452 |
Total liabilities and equity | 2,705,290 | 2,433,907 |
Affiliates | ||
CURRENT ASSETS | ||
Due from affiliates | 22,240 | 18,971 |
CURRENT LIABILITIES | ||
Due to affiliates | $ 20,463 | $ 23,100 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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) | 67,669,564 | 57,723,125 |
Common stock - shares outstanding (in shares) | 67,669,564 | 57,723,125 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE | ||||
Total service revenue | $ 403,715 | $ 354,375 | $ 794,279 | $ 696,141 |
OPERATING EXPENSES | ||||
Cost of operations, excluding depreciation and amortization | 345,147 | 305,775 | 697,012 | 620,813 |
Depreciation and amortization | 32,180 | 28,862 | 63,495 | 55,980 |
Loss on sale and disposal of equipment and other | 77 | 81 | 656 | 1,209 |
Severance costs | 1,870 | 99 | 2,004 | 300 |
Total operating expenses | 379,274 | 334,817 | 763,167 | 678,302 |
INCOME (LOSS) FROM OPERATIONS | 24,441 | 19,558 | 31,112 | 17,839 |
OTHER INCOME AND EXPENSES | ||||
Interest expense | 16,039 | 11,385 | 31,761 | 22,978 |
Equity in earnings of joint ventures | (1,423) | (2,748) | (2,851) | (5,266) |
Non-cash change in fair value of interest rate hedge | (4,159) | (6,306) | (66) | (27,125) |
Other expenses (income) | 40 | (7) | 1,472 | 158 |
Total other expense (income) | 10,497 | 2,324 | 30,316 | (9,255) |
INCOME (LOSS) BEFORE INCOME TAXES | 13,944 | 17,234 | 796 | 27,094 |
(Provision for) Benefit from income taxes | 614 | (3,403) | (521) | (4,900) |
NET INCOME (LOSS) | 14,558 | 13,831 | 275 | 22,194 |
Net income attributable to noncontrolling interests | 6,189 | 5,926 | 12,911 | 11,276 |
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 8,369 | $ 7,905 | $ (12,636) | $ 10,918 |
BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.14 | $ 0.14 | $ (0.21) | $ 0.20 |
DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.12 | $ 0.13 | $ (0.21) | $ 0.18 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||
Basic (in shares) | 59,880,803 | 56,059,824 | 59,221,453 | 55,683,335 |
Diluted (in shares) | 60,916,985 | 56,966,548 | 59,221,453 | 56,666,290 |
Service fee revenue | ||||
REVENUE | ||||
Total service revenue | $ 363,918 | $ 316,501 | $ 716,338 | $ 619,776 |
Revenue under capitation arrangements | ||||
REVENUE | ||||
Total service revenue | $ 39,797 | $ 37,874 | $ 77,941 | $ 76,365 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ 14,558 | $ 13,831 | $ 275 | $ 22,194 |
Foreign currency translation adjustments | 873 | (4,766) | 3,650 | (6,030) |
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 922 | 924 | 1,844 | 1,847 |
COMPREHENSIVE INCOME (LOSS) | 16,353 | 9,989 | 5,769 | 18,011 |
Less comprehensive income attributable to noncontrolling interests | 6,189 | 5,926 | 12,911 | 11,276 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 10,164 | $ 4,063 | $ (7,142) | $ 6,735 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | DeepHealth, Inc. | Unregistered Securities | Total Radnet, Inc.'s Equity | Total Radnet, Inc.'s Equity Unregistered Securities | Common Stock | Common Stock DeepHealth, Inc. | Common Stock Unregistered Securities | Additional Paid-In Capital | Additional Paid-In Capital Unregistered Securities | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2021 | 53,548,227 | ||||||||||||
Beginning balance 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 | ||||||||||
Sale of economic interests in majority owned subsidiary, net of taxes | 4,582 | 4,582 | 4,582 | ||||||||||
Issuance of common stock for acquisitions (in shares) | 2,106,292 | ||||||||||||
Issuance of common stock for acquisitions | $ 56,470 | $ 56,470 | $ 56,470 | ||||||||||
Contributions from noncontrolling partner | 10,673 | 0 | 10,673 | ||||||||||
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 (loss) | 22,194 | 10,918 | 10,918 | 11,276 | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 57,303,565 | ||||||||||||
Ending balance 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 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 | ||||||||||
Contributions from noncontrolling partner | 10,673 | 0 | 10,673 | ||||||||||
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 (loss) | 13,831 | 7,905 | 7,905 | 5,926 | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 57,303,565 | ||||||||||||
Ending balance at Jun. 30, 2022 | $ 451,385 | 312,183 | $ 5 | 419,136 | (24,603) | (82,355) | 139,202 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 57,723,125 | 57,723,125 | |||||||||||
Beginning balance at Dec. 31, 2022 | $ 491,452 | 332,995 | $ 6 | 436,288 | (20,677) | (82,622) | 158,457 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock upon exercise of options (in shares) | 5,000 | 20,085 | 5,000 | ||||||||||
Issuance of common stock upon exercise of options | $ 51 | 51 | 51 | ||||||||||
Issuance of common stock under the equity compensation plan (in shares) | 1,065,877 | 20,085 | |||||||||||
Stock-based compensation expense | 17,055 | 17,055 | 17,055 | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 8,711,250 | ||||||||||||
Issuance of common stock, net of issuance costs | 246,202 | 246,202 | $ 1 | 246,201 | |||||||||
Issuance of common stock for acquisitions (in shares) | 144,227 | ||||||||||||
Issuance of common stock for acquisitions | 4,000 | 4,000 | 4,000 | ||||||||||
Distributions paid to noncontrolling interests | (3,523) | 0 | (3,523) | ||||||||||
Change in cumulative foreign currency translation adjustment | 3,650 | 3,650 | 3,650 | ||||||||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 1,844 | 1,844 | 1,844 | ||||||||||
Other | (2) | (2) | (2) | 0 | |||||||||
Net income (loss) | $ 275 | (12,636) | (12,636) | 12,911 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 67,669,564 | 67,669,564 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 761,004 | 593,159 | $ 7 | 703,593 | (15,183) | (95,258) | 167,845 | ||||||
Beginning balance (in shares) at Mar. 31, 2023 | 58,270,290 | ||||||||||||
Beginning balance at Mar. 31, 2023 | 493,101 | 327,922 | $ 6 | 448,522 | (16,978) | (103,628) | 165,179 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock under the equity compensation plan (in shares) | 538,185 | 5,612 | |||||||||||
Stock-based compensation expense | 4,870 | 4,870 | 4,870 | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 8,711,250 | ||||||||||||
Issuance of common stock, net of issuance costs | 246,202 | 246,202 | $ 1 | 246,201 | |||||||||
Issuance of common stock for acquisitions (in shares) | 144,227 | ||||||||||||
Issuance of common stock for acquisitions | 4,000 | 4,000 | 4,000 | ||||||||||
Distributions paid to noncontrolling interests | (3,523) | 0 | (3,523) | ||||||||||
Change in cumulative foreign currency translation adjustment | 873 | 873 | 873 | ||||||||||
Change in fair value of cash flow hedge from prior periods reclassified to earnings, net of taxes | 922 | 922 | 922 | ||||||||||
Other | 1 | 1 | 0 | 1 | |||||||||
Net income (loss) | $ 14,558 | 8,369 | 8,369 | 6,189 | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 67,669,564 | 67,669,564 | |||||||||||
Ending balance at Jun. 30, 2023 | $ 761,004 | $ 593,159 | $ 7 | $ 703,593 | $ (15,183) | $ (95,258) | $ 167,845 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 275 | $ 22,194 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 63,495 | 55,980 |
Amortization of operating lease right-of-use assets | 31,601 | 34,055 |
Equity in earnings of joint ventures, net of dividends | 6,096 | (5,266) |
Amortization of deferred financing costs and loan discount | 1,494 | 1,295 |
Loss on sale and disposal of equipment and other | 656 | 1,209 |
Amortization of cash flow hedge, net of taxes | 1,844 | 1,847 |
Non-cash change in fair value of interest rate hedge | (66) | (27,125) |
Stock-based compensation | 17,055 | 15,795 |
Change in fair value of contingent consideration | 3,098 | (1,287) |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: | ||
Accounts receivable | (8,124) | (30,566) |
Other current assets | 4,703 | (709) |
Other assets | (6,590) | 1,282 |
Deferred taxes | (2,249) | 4,732 |
Operating lease liability | (28,582) | (32,219) |
Deferred revenue | 1,033 | (7,565) |
Accounts payable, accrued expenses and other | 14,952 | 32,092 |
Net cash provided by (used in) operating activities | 100,691 | 65,744 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of imaging centers and other acquisitions | (10,315) | (26,009) |
Purchase of property and equipment | (95,380) | (72,659) |
Proceeds from sale of equipment | 73 | 4,121 |
Equity contributions in existing and purchase of interest in joint ventures | (288) | (1,441) |
Net cash provided by (used in) investing activities | (105,910) | (95,988) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on notes payable | (1,052) | 0 |
Payments on term loan debt | (7,376) | (6,625) |
Distributions paid to noncontrolling interests | (3,523) | 0 |
Proceeds from issuance of common stock, net of issuance costs | 246,202 | 0 |
Proceeds from issuance of common stock upon exercise of options | 51 | 0 |
Net cash provided by (used in) financing activities | 234,302 | (6,625) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (266) | 1,433 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 228,817 | (35,436) |
CASH AND CASH EQUIVALENTS, beginning of period | 127,834 | 134,606 |
CASH AND CASH EQUIVALENTS, end of period | 356,651 | 99,170 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 39,301 | 19,687 |
Cash paid during the period for income taxes | $ 201 | $ 126 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |||
Apr. 30, 2023 | Jan. 20, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||||
Equipment acquired and leasehold improvements | $ 61.3 | $ 60.8 | ||
Aidence Holding B.V. | ||||
Shares issued (in shares) | 1,141,234 | |||
Equity interest issued, value assigned | $ 30.6 | |||
Aidence Holding B.V. | General Holdback | ||||
Shares issued (in shares) | 144,227 | |||
Equity interest issued, value assigned | $ 4 | |||
Quantib B.V. | ||||
Shares issued (in shares) | 965,058 | |||
Equity interest issued, value assigned | $ 25.9 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, we operated directly or indirectly through joint ventures with hospitals, 363 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. In June 2023, we closed on a public offering of 8,711,250 shares of our common stock at a price to the public of $29.75 per share. The gross proceeds as a result of this public offering was $259.2 million before underwriting discounts, commissions, and expenses totaling $13.0 million. 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 $51.4 million and $46.8 million of revenue, net of management services fees to RadNet, for the three months ended June 30, 2023 and 2022, respectively and $51.4 million and $46.8 million of operating expenses for the three months ended June 30, 2023 and 2022, respectively. RadNet recognized $216.2 million and $202.4 million of total billed net service fee revenue for the three months ended June 30, 2023, and 2022, respectively, for management services provided to the Group relating primarily to the technical portion of billed revenue. The Group on a combined basis recognized $100.2 million and $92.5 million of revenue, net of management services fees to RadNet, for the six months ended June 30, 2023 and 2022, respectively and $100.2 million and $92.5 million of operating expenses for the six months ended June 30, 2023 and 2022, respectively. RadNet recognized $423.6 million and $393.4 million of total billed net service fee revenue for the six months ended June 30, 2023, and 2022, 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, 2023 and December 31, 2022, we have included approximately $101.9 million and $100.4 million, respectively, of accounts receivable and approximately $16.3 million and $16.9 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 $2.8 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 and $0.6 million for the three months ended June 30, 2023, and June 30, 2022, respectively and $1.1 million and $1.0 million for the six months ended June 30, 2023 and June 30, 2022, 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, 2023 and 2022 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, 2022. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022. 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, 2022. 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 revenues during the three and six months ended June 30, 2023 and 2022 are presented in the table below based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Commercial insurance $ 224,842 $ 195,066 $ 442,044 $ 383,615 Medicare 89,469 77,879 176,093 148,800 Medicaid 9,985 9,704 20,145 18,788 Workers' compensation/personal injury 12,821 13,138 25,500 25,586 Other patient revenue 10,391 7,567 20,132 14,689 Management fee revenue 3,998 5,592 8,246 11,100 Teleradiology and Software revenue 4,819 2,421 9,152 6,419 Other 5,215 3,577 10,515 8,623 Revenue under capitation arrangements 39,797 37,874 77,941 76,365 Imaging Center Segment Revenue 401,337 352,818 789,768 789768000 693,985 AI Segment Revenue 2,378 1,557 4,511 2,156 Total service revenue $ 403,715 $ 354,375 $ 794,279 $ 696,141 GOVERNMENT ASSISTANCE: 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. As part of the CARES act, we received $39.6 million total of accelerated Medicare payments which were recorded to deferred revenue in our consolidated balance sheet and are being applied to revenue as services are performed. Through June 30, 2023, $38.6 million of the accelerated Medicare payments have been applied to revenue. 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 agreements were $15.0 million and $15.4 million at June 30, 2023 and December 31, 2022, 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 and are related to our revolving credit facilities. Deferred financing costs, net of accumulated amortization, were $2.0 million and $2.3 million, as of June 30, 2023 and December 31, 2022, respectively. 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 - Goodwill at June 30, 2023 totaled $687.9 million. Goodwill is recorded as a result of business combinations. If we determine the carrying value of a 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, 2022, noting no impairment. Activity in goodwill for the six months ended June 30, 2023 is provided below (in thousands): Imaging Center Artificial Intelligence Total Balance as of December 31, 2022 606,483 $ 71,182 $ 677,665 Goodwill from acquisitions 6,324 — 6,324 Valuation adjustment 1,603 — 1,603 Currency translation 1,171 1,116 2,287 Balance as of June 30, 2023 $ 615,581 $ 72,298 $ 687,879 INTANGIBLE ASSETS - The components of intangible assets, both finite and indefinite, along with annual amortization expense that will be recorded over the next five years at June 30, 2023 and December 31, 2022 are as follows (in thousands): As of June 30, 2023: 2023 * 2024 2025 2026 2027 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 1,144 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 8,959 $ 19,251 8.4 Covenant not to compete and other contracts 676 941 692 406 122 41 2,878 3.6 Customer Relationships 500 1,232 1,101 979 780 11,424 16,016 18.0 Patent and Trademarks 196 316 316 316 316 403 1,863 6.0 Developed Technology & Software 4,237 6,657 6,657 6,618 6,083 5,392 35,644 6.2 Trade Names amortized 114 77 77 77 77 89 511 4.9 Trade Names indefinite life — — — — — 7,100 7,100 — IPR&D — — — — — 17,170 17,170 — Total Annual Amortization $ 6,867 $ 11,510 $ 11,130 $ 10,683 $ 9,665 $ 50,578 $ 100,433 *Excluding the six months ended June 30, 2023 As of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 8,958 $ 20,393 8.9 Covenant not to compete and other contracts 1,319 891 642 356 72 40 3,320 3.1 Customer Relationships 1,244 1,244 1,112 991 816 12,396 17,803 18.6 Patent and Trademarks 298 298 298 298 298 322 1,812 6.4 Developed Technology & Software 6,297 6,297 6,297 6,257 5,722 7,196 38,066 6.7 Trade Names amortized 305 77 77 77 77 89 702 4.5 Trade Names indefinite life — — — — — 7,100 7,100 — IPR&D — — — — — 17,032 17,032 — Total Annual Amortization $ 11,750 $ 11,094 $ 10,713 $ 10,266 $ 9,272 $ 53,133 $ 106,228 Total intangible asset amortization expense was $6.0 million and $4.8 million for the six months ended June 30, 2023 and June 30, 2022, respectively. Intangible assets are amortized using the straight-line method over their useful life determined at acquisition. Management service agreements are amortized over 25 years using the straight line method. Software development is capitalized and amortized over the useful life of the software when placed into service. Trade names are reviewed annually for impairment. 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 benefit of $0.6 million, or an effective tax rate of (4.4)%, for the three months ended June 30, 2023 and $3.4 million, or an effective tax rate of 19.7% for the three months ended June 30, 2022. We recorded income tax expense of $0.5 million, or an effective tax rate of 65.5%, for the six months ended June 30, 2023 and $4.9 million, or an effective tax rate of 18.1% for the six months ended June 30, 2022. The income tax rates for the three and six months ended June 30, 2023 diverge from the federal statutory rate due to (i) noncontrolling interests due to the controlled partnerships; (ii) effects of state income taxes (iii) share-based compensation; and (iv) officer's compensation limitations. 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, 2023. 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, third on April 15, 2021 and currently as of April 27, 2023 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 7, 2023. We have reserved 20,100,000 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 (LOSS) - Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) and its components. Our foreign currency translation adjustments, changes in the fair value of cash flow hedges, and the amortization of balances associated with derivatives previously classified as cash flow hedges are included in other comprehensive income (loss). The components of other comprehensive income (loss) for the three and six months ended June 30, 2023 and June 30, 2022 are included in the consolidated statements of comprehensive income (loss). 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 Term SOFR rates at 1.89% for the $100,000,000 notional and at 1.98% for the $400,000,000 notional. As of the effective date, we are 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 gain or 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 1.98% due October 2025 and our $100,000,000 notional interest rate swap contract locked in at 1.89% 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, 2023 Account March 31, 2023 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, 2023 Balance Location Accumulated Other Comprehensive Loss, net of taxes $(14,279) $— $922 $(13,357) Equity For the six months ended June 30, 2023 Account December 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, 2023 Balance Location Accumulated Other Comprehensive Loss, net of taxes $(15,201) $— $1,844 $(13,357) 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, 2023 Ineffective interest rate swap Amount of loss recognized in income on derivative (current period ineffective portion) Location of loss recognized in Income on derivative (current period ineffective portion) 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 $ 4,158 Other income (expense) $ (922) Interest Expense For the six months ended June 30, 2023 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) 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 $ 66 Other income (expense) $ (1,844) Interest Expense See Fair Value Measurements section below for the fair value of the 2019 Swaps at June 30, 2023. 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 or cash at our election. This contingency had a value of approximately $7.2 million on June 30, 2023. 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% for milestone one and 70% for milestone two. In addition, there is a remaining general holdback of $4.0 million to be issued in shares of our common stock subject to adjustment for any indemnification claims. On April 30, 2023 we settled the General Holdback contingent liabilities by issuing 144,227 shares of our common stock. 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 of our common stock with an initial fair value at the date of close of $3.0 million subject to adjustment for any indemnification claims and will be adjusted to fair value in subsequent periods. This contingency had a value of approximately $3.7 million as of June 30, 2023. In addition, there is a general holdback of $1.6 million to be issued in cash subject to adjustment for any indemnification claims. Subsequently, on July 7, 2023, after the period covered by this report, we settled the Stock Holdback contingent liabilities by issuing 113,303 shares of our common stock at an ascribed a value of $3.2 million. Montclair On October 1, 2022, we completed our acquisition of Montclair Radiological Associates. As part of the purchase agreement, we recorded $1.2 million in contingent consideration to be determined by obtaining specific EBITDA targets within a defined time frame. On June 30, 2023 we settled the contingent consideration liability and recognized a gain of $1.2 million. Heart and Lung Imaging Limited On November 1, 2022, we completed our acquisition of 75% of the equity interests of Heart and Lung Imaging Limited. The purchase included $10.2 million in contingent milestone consideration and cash holdback of $0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims, which will be adjusted to fair value in subsequent periods. The milestone contingency had a value of approximately $14.4 million as of June 30, 2023. The contingent consideration is determined by the achievement of a specific number of physician reads. A tabular rollforward of contingent consideration is as follows (amounts in thousands): For the three months ended June 30, 2023 Entity Account March 31, 2023 Balance Issuance of contingent consideration Change in valuation of Contingent Consideration Currency Translation June 30, 2023 Balance Aidence Other Long Term Liabilities $ 11,316 (4,000) $ (125) $ — $ 7,191 Quantib Accrued Expenses & Other Long Term Liabilities $ 4,411 $ — $ 860 $ — $ 5,271 Montclair Accrued Expenses $ 1,200 $ — $ (1,200) $ — $ — Heart and Lung Limited Accrued Expenses & Other Long Term Liabilities $ 13,130 $ — $ 867 $ 361 $ 14,358 For the six months ended June 30, 2023 Entity Account January 1, 2023 Balance Issuance of contingent consideration Change in valuation of Contingent Consideration Currency Translation June 30, 2023 Balance Aidence Other Long Term Liabilities 11,158 (4,000) $ 33 $ — $ 7,191 Quantib Accrued Expenses & Other Long Term Liabilities 3,709 $ — $ 1,562 $ — $ 5,271 Montclair Accrued Expenses 1,200 $ — $ (1,200) $ — $ — Heart and Lung Limited Accrued Expenses & Other Long Term Liabilities 11,656 $ — $ 1,991 $ 711 $ 14,358 See Fair Value Measurements section below for the fair value of contingent consideration at June 30, 2023. 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, 2023 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 23,368 $ — $ 23,368 As of December 31, 2022 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 23,302 $ — $ 23,302 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 SOFR curve. The forward SOFR curve is readily available in the public markets or can be derived from information available in the public markets. Contingent Consideration: The table below summarizes the estimated fair values of contingencies and holdback relating to our Aidence Holding B.V. and Quantib B.V. acquisitions on January 20, 2022, the Montclair Radiological Associates acquisition on October 1, 2022 and the Heart and Lung Imaging Limited acquisition on November 1, 2022 that are subject to fair value measurements and the classification of these liabilities on our consolidated balance sheets, as follows (in thousands): As of June 30, 2023 Level 1 Level 2 Level 3 Total Accrued expenses and other non-current liabilities Aidence Holding B.V. milestone consideration $ — $ — $ 7,191 $ 7,191 Quantib B.V. holdback of 113,303 shares of RadNet common stock $ — $ — $ 5,271 $ 5,271 Heart and Lung Imaging Limited $ — $ — $ 14,358 $ 14,358 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 of estimated shares issuable as of the reporting date (which was $32.62) at June 30, 2023, the time period related to the contractual settlement term, and the probability of issuing the shares. For Heart Lung Imaging Limited the contingent consideration is determined by the achievement of a specific number of physician reads. As significant inputs for the contingent consideration of Aidence B.V., Quantib B.V., and Heart Lung Imaging Limited are not observable and cannot be corroborated by observable market data they are classified as Level 3. 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, 2023 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and Truist Term Loan $ — $ 854,974 $ — $ 854,974 $ 856,750 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and Truist Term Loan $ — $ 843,594 $ — $ 843,594 $ 864,125 At June 30, 2023 and at December 31, 2022 our Barclays revolving credit facility had no balance outstanding. Our Truist revolving credit facility relating to |
RECENT ACCOUNTING AND REPORTING
RECENT ACCOUNTING AND REPORTING STANDARDS | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING AND REPORTING STANDARDS | RECENT ACCOUNTING AND REPORTING STANDARDSRecently Issued Accounting PronouncementsWe monitor new accounting pronouncements issued by the FASB and do not believe any accounting pronouncements issued through the date of this report will have a material impact on our financial statements. |
BUSINESS COMBINATIONS AND RELAT
BUSINESS COMBINATIONS AND RELATED ACTIVITY | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND RELATED ACTIVITY | BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center Segment During the first and second quarters of 2023, 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 California and New York markets. 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 Intangible Assets Other Assets Right of Use Liabilities C.C.D.G.L.R. & S Services Inc. 1/1/2023 3,500 435 1,689 3,015 50 — (1,689) Southern California Diagnostic Imaging, Inc. 1/1/2023 $ 1,815 466 1,184 1,272 50 27 (1,184) Inglewood Imaging Center, LLC 2/1/2023 2,600 877 1,188 1,658 50 15 (1,188) Ramapo Radiology Associates, P.C. 2/1/2023 $ 2,000 1,663 3,775 229 100 8 (3,775) Madison Radiology Medical Group, Inc. 4/1/2023 250 100 — 150 — — — Total 10,165 3,541 7,836 6,324 250 50 (7,836) |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2023 | |
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 presents 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, 2023 2022 2023 2022 Revenue: Imaging Centers $ 401,336 $ 352,818 $ 789,767 $ 693,985 AI 2,379 1,557 4,512 2,156 Total revenue $ 403,715 $ 354,375 $ 794,279 $ 696,141 Cost of Operations Imaging Centers $ 338,630 $ 299,350 $ 683,211 $ 609,460 AI 6,517 6,425 13,801 11,353 Total cost of operations $ 345,147 $ 305,775 $ 697,012 $ 620,813 Depreciation and Amortization: Imaging Centers $ 30,234 $ 27,100 $ 59,826 $ 52,906 AI 1,946 1,762 3,669 3,074 Total depreciation and amortization $ 32,180 $ 28,862 $ 63,495 $ 55,980 Loss on Disposal of Equipment: Imaging Centers $ 83 $ 36 $ 661 $ 1,189 AI (6) 45 (5) 20 Total loss on disposal of equipment $ 77 $ 81 $ 656 $ 1,209 Severance Imaging Centers $ 153 $ 99 $ 276 $ 300 AI 1,717 — 1,728 — Total severance $ 1,870 $ 99 $ 2,004 $ 300 Income (Loss) from Operations Imaging Centers $ 32,236 $ 26,233 $ 45,793 $ 30,130 AI (7,795) (6,675) (14,681) (12,291) Total income (loss) from operations $ 24,441 $ 19,558 $ 31,112 $ 17,839 |
CREDIT FACILITIES AND NOTES PAY
CREDIT FACILITIES AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 5.50%. 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. Truist Revolving Credit Facility: Associated with the Truist Revolving Credit Facility of $50.0 million are deferred financing costs, net of accumulated amortization, of $0.6 million at June 30, 2023. As of June 30, 2023, NJIN had no borrowings under the Truist Revolving Credit Facility. The Truist Revolving Credit Facility bears interest with different margins based on types of borrowings at a Pricing Level III as noted in the pricing grid above. The Truist Revolving Credit Facility terminates on the earliest of (i) October 7, 2027, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.8 of the Truist Restated Credit Agreement, or (iii) the date on which all amounts outstanding under the Truist Restated Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise)." id="sjs-B4">CREDIT FACILITIES AND NOTES PAYABLE As of June 30, 2023 and December 31, 2022 our term loan debt and other obligations are as follows (in thousands): June 30, December 31, First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 710,500 $ 714,125 Discount on First Lien Term Loans (10,084) (11,127) Term Loan Agreement collateralized by NJIN's tangible and intangible assets 146,250 150,000 Discount on NJIN Term Loan Agreement (1,122) (1,254) Equipment notes payable at 6.0%, due 2028, collateralized by medical equipment 18,778 — Total debt obligations 864,322 851,744 Less: current portion (15,989) (12,400) Long term portion debt obligations $ 848,333 $ 839,344 We had no outstanding balance under our $195.0 million Barclays Revolving Credit Facility at June 30, 2023 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, 2023. We also had no balance under our $50.0 million Truist Revolving Credit Facility related to our consolidated subsidiary NJIN at June 30, 2023, and with no letters of credit reserved against the facility, the full amount was available to draw upon. At June 30, 2023, we were in compliance with all covenants under our credit facilities. On February 1, 2023, we issued a promissory note in the amount of $19.8 million to acquire radiology equipment previously leased under operating leases. Amendments to Credit Facilities Barclays: First Amendment to Second Amended and Restated First Lien Credit and Guaranty Agreement On March 27, 2023, we entered into the First Amendment to Second Amended and Restated First Lien Credit and Guaranty Agreement (the “Amendment”). The Amendment replaces the interest rate benchmark, from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and includes applicable credit spread adjustments of 0.11448%, 0.26161%, and 0.42826% for interest periods of one month, three months, and six months, respectively. The replacement of LIBOR with SOFR and the credit spread adjustments were effective as of March 31, 2023, which was the last day of the last-ending existing interest period of currently outstanding loans bearing interest at LIBOR. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. Barclays: 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. Truist: Second Amended and Restated Revolving Credit and Term Loan Agreement On October 7, 2022, we entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement (the "Restated Credit and Term Loan Agreement") which provides for a $150.0 million of a secured term loan (the "Truist Term Loan") and a $50.0 million secured revolving credit facility (the "Truist Revolving Credit Facility"). Both loans were secured by our simultaneous entry into the Second Amended and Restated Guaranty and Security Agreement on the same date. The proceeds were were used to refinance the outstanding balance under our prior term loan agreement and provide funding for current and future operations. Total costs of the Restated Credit and Term Loan Agreement amounted to approximately $2.7 million segregated as follows: $2.0 million capitalized to discount and deferred finance cost and $0.7 million expensed to loss on extinguishment of debt and related expenses in other expense. Amounts capitalized will be amortized over the remaining terms of the respective credit facilities under the Restated Credit and Term Loan Agreement. All obligations under the Second Amended and Restated Credit and Term Loan Agreement bear interest at either a SOFR or a Base Rate (each as defined in the Restated Credit and Term Loan Agreement), plus an applicable margin according to the following schedule: Pricing Level Leverage Ratio Applicable Margin for SOFR 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 2.50% per annum 1.50% per annum 2.50% 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 Senior Secured Credit Facilities First Lien Term Loans: Through March 31, 2023, the First Lien Term Loans under the Restated Credit Agreement bore 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 and Alternate Base Rate First Lien Term Loans under the Restated Credit Agreement was 3.00% and 2.00%, respectively, with an effective Eurodollar Rate and the Alternate Base Rate of 4.63% and 8.00%, respectively. Under the Amendment, effective March 31, 2023, the First Lien Term Loans under the Restated Credit Agreement will bear interest either at a SOFR or an Alternate Base Rate (in each case, as defined in the Amendment) plus an applicable margin. The applicable margin for the SOFR and Alternate Base Rate First Lien Term Loans under the Amendment is 3.00% and 2.00%, respectively. At June 30, 2023, we have an effective SOFR of 8.10% ,with an applicable credit spread adjustment of 0.11448%, and an Alternate Base Rate of 10.3%, 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 Loans will mature on April 23, 2028 unless otherwise accelerated under the terms of the Restated Credit Agreement. Truist Term Loan: The Truist Term Loan currently bears interest at a three month SOFR election of 5.07% plus an applicable margin and fees based on Pricing Level IV described above. The scheduled amortization of the Truist Term Loan begins March 31, 2023 with quarterly payments of $1.9 million, representing 1.00% of the original principal balance. At scheduled intervals, the quarterly amortization increases by $0.9 million, with the remaining balance to be paid at maturity. The Truist Term Loan will mature on October 10, 2027 unless otherwise accelerated under the terms of the Restated Credit and Term Loan Agreement. Revolving Credit Facilities Associated with both the Barclays and Truist Revolving Credit Facilities are deferred financing costs, net of accumulated amortization, of $2.0 million at June 30, 2023. Barclays Revolving Credit Facility The Barclays Revolving Credit Facility under the Restated Credit Agreement is a $195.0 million senior secured revolving credit facility. Revolving loans borrowed under the Barclays Revolving Credit Facility bear interest at either a SOFR 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 Term SOFR Loans 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, 2023, the effective interest rate payable on revolving loans under the Barclays Revolving Credit Facility was 5.50%. 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. Truist Revolving Credit Facility: Associated with the Truist Revolving Credit Facility of $50.0 million are deferred financing costs, net of accumulated amortization, of $0.6 million at June 30, 2023. As of June 30, 2023, NJIN had no borrowings under the Truist Revolving Credit Facility. The Truist Revolving Credit Facility bears interest with different margins based on types of borrowings at a Pricing Level III as noted in the pricing grid above. The Truist Revolving Credit Facility terminates on the earliest of (i) October 7, 2027, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.8 of the Truist Restated Credit Agreement, or (iii) the date on which all amounts outstanding under the Truist Restated Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
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, second on March 9, 2017, third on April 15, 2021, and currently as of April 27, 2023 (the "Restated Plan”). The Restated Plan was most recently approved by our stockholders at our annual stockholders meeting on June 7, 2023. We have reserved for issuance under the Restated Plan 20,100,000 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 Certain options granted under the Restated Plan to employees are intended to qualify as incentive stock options under existing tax regulations. Stock options generally vest over 3 to 5 years and expire 5 to 10 years from the date of grant. The following summarizes all of our option transactions for the six months ended June 30, 2023: Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance, December 31, 2022 678,914 $ 15.72 Granted 261,220 18.64 Exercised (5,000) 10.10 Balance, June 30, 2023 935,134 16.57 6.71 $ 15,012,103 Exercisable at June 30, 2023 676,532 14.72 5.74 12,111,044 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2023 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, 2023. As of June 30, 2023, total unrecognized stock-based compensation expense related to non-vested employee awards was $2.2 million, which is expected to be recognized over a weighted average period of approximately 1.77 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, 2023, total unrecognized stock based compensation expense related to non-vested DeepHealth options was approximately $0.2 million, which is expected to be recognized over a weighted average period of approximately 0.46 years Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance December 31, 2022 116,982 $ — Exercised (20,085) — Balance, June 30, 2023 96,897 — 6.33 $ 3,160,780 Exercisable at June 30, 2023 82,775 — 6.33 2,700,121 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 ("RSAs") The Restated Plan permits the award of RSAs and the following summarizes all unvested RSA’s activities during the six months ended June 30, 2023: RSAs Weighted-Average Weighted-Average RSAs unvested at December 31, 2022 536,767 $ 23.84 Changes during the period Granted 808,733 $ 21.16 Vested (775,334) $ 22.13 Forfeited or Canceled (1,099) $ 21.70 RSAs unvested at June 30, 2023 569,067 1.56 $ 22.45 We determine the fair value of all RSAs 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, 2023, 10,765 shares were issued with a value of $0.2 million. 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. In January of 2023, based on the performance condition achieved, the board of directors issued 12,843 units with a fair value of $29.44 per unit. In January 2023, we granted certain employees PSUs with a target award of 60,685 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, 2023 through December 31, 2023. Performance based stock options ("PSOs") In January 2022, we granted certain employees PSOs with a potential to option 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. In January of 2023, based on the performance condition achieved, the board of directors issued 27,981 options with a strike price of $29.44 per share. In January 2023, we granted certain employees PSOs with a potential to option a maximum of 235,227 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 235,227 shares) depending upon the extent to which we achieve a performance condition as determined the board of directors over the period from January 1, 2023 through December 31, 2023. AI Long Term Incentive Plan shares ("AI 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 two AI LTIPs Weighted-Average Weighted-Average AI LTIPs unvested at December 31, 2022 169,471 $ 19.56 Changes during the period Granted 218,146 $ 20.12 Vested (73,584) $ 19.78 Forfeited or Canceled (13,182) $ 19.89 AI LTIPs unvested at June 30, 2023 300,851 3.22 $ 19.93 Restated Plan summary In summary, of the 20,100,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2023, there remain approximately 4,056,699 shares available under the Restated Plan for future issuance. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On August 1, 2023, we acquired Delaware Diagnostic Imaging, P.A. for a purchase consideration of approximately $0.6 million. Delaware Diagnostic Imaging costs of a single multi modality radiology center located in Wilmington, Delaware. 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 issued 18 months after acquisition, 113,303 shares of our common stock with an initial fair value at the date of close of $3.0 million subject to adjustment for any indemnification claims and will be adjusted to fair value in subsequent periods. On July 7, 2023, we settled the Stock Holdback contingent liabilities by issuing 113,303 shares of our common stock at an ascribed a value of $3.2 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) attributable to RadNet, Inc.'s common stockholders | $ 8,369 | $ 7,905 | $ (12,636) | $ 10,918 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 and are related to our revolving credit facilities. |
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 | GOODWILLGoodwill is recorded as a result of business combinations. If we determine the carrying value of a 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, 2022, noting no impairment. |
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, 2023. 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, third on April 15, 2021 and currently as of April 27, 2023 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 7, 2023. We have reserved 20,100,000 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 (LOSS) | COMPREHENSIVE INCOME (LOSS) - Accounting guidance establishes rules for reporting and displaying other comprehensive income (loss) and its components. Our foreign currency translation adjustments, changes in the fair value of cash flow hedges, and the amortization of balances associated with derivatives previously classified as cash flow hedges are included in other comprehensive income (loss). The components of other comprehensive income (loss) for the three and six months ended June 30, 2023 and June 30, 2022 are included in the consolidated statements of comprehensive income (loss). |
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 are 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 gain or 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. Additionally, we consider the carrying amount of our finance lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. |
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): |
INVESTMENTS IN EQUITY SECURITIES | INVESTMENTS IN EQUITY SECURITIES–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, 2023. |
RECENT ACCOUNTING AND REPORTING STANDARDS | Recently Issued Accounting PronouncementsWe monitor new accounting pronouncements issued by the FASB and do not believe any accounting pronouncements issued through the date of this report will have a material impact on our financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Service Fee Revenue | Our total service revenues during the three and six months ended June 30, 2023 and 2022 are presented in the table below based on an allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Commercial insurance $ 224,842 $ 195,066 $ 442,044 $ 383,615 Medicare 89,469 77,879 176,093 148,800 Medicaid 9,985 9,704 20,145 18,788 Workers' compensation/personal injury 12,821 13,138 25,500 25,586 Other patient revenue 10,391 7,567 20,132 14,689 Management fee revenue 3,998 5,592 8,246 11,100 Teleradiology and Software revenue 4,819 2,421 9,152 6,419 Other 5,215 3,577 10,515 8,623 Revenue under capitation arrangements 39,797 37,874 77,941 76,365 Imaging Center Segment Revenue 401,337 352,818 789,768 789768000 693,985 AI Segment Revenue 2,378 1,557 4,511 2,156 Total service revenue $ 403,715 $ 354,375 $ 794,279 $ 696,141 |
Schedule of Goodwill | Activity in goodwill for the six months ended June 30, 2023 is provided below (in thousands): Imaging Center Artificial Intelligence Total Balance as of December 31, 2022 606,483 $ 71,182 $ 677,665 Goodwill from acquisitions 6,324 — 6,324 Valuation adjustment 1,603 — 1,603 Currency translation 1,171 1,116 2,287 Balance as of June 30, 2023 $ 615,581 $ 72,298 $ 687,879 |
Schedule of Annual Amortization Expense | As of June 30, 2023: 2023 * 2024 2025 2026 2027 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 1,144 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 8,959 $ 19,251 8.4 Covenant not to compete and other contracts 676 941 692 406 122 41 2,878 3.6 Customer Relationships 500 1,232 1,101 979 780 11,424 16,016 18.0 Patent and Trademarks 196 316 316 316 316 403 1,863 6.0 Developed Technology & Software 4,237 6,657 6,657 6,618 6,083 5,392 35,644 6.2 Trade Names amortized 114 77 77 77 77 89 511 4.9 Trade Names indefinite life — — — — — 7,100 7,100 — IPR&D — — — — — 17,170 17,170 — Total Annual Amortization $ 6,867 $ 11,510 $ 11,130 $ 10,683 $ 9,665 $ 50,578 $ 100,433 *Excluding the six months ended June 30, 2023 As of December 31, 2022: 2023 2024 2025 2026 2027 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 8,958 $ 20,393 8.9 Covenant not to compete and other contracts 1,319 891 642 356 72 40 3,320 3.1 Customer Relationships 1,244 1,244 1,112 991 816 12,396 17,803 18.6 Patent and Trademarks 298 298 298 298 298 322 1,812 6.4 Developed Technology & Software 6,297 6,297 6,297 6,257 5,722 7,196 38,066 6.7 Trade Names amortized 305 77 77 77 77 89 702 4.5 Trade Names indefinite life — — — — — 7,100 7,100 — IPR&D — — — — — 17,032 17,032 — Total Annual Amortization $ 11,750 $ 11,094 $ 10,713 $ 10,266 $ 9,272 $ 53,133 $ 106,228 |
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, 2023 Account March 31, 2023 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, 2023 Balance Location Accumulated Other Comprehensive Loss, net of taxes $(14,279) $— $922 $(13,357) Equity For the six months ended June 30, 2023 Account December 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, 2023 Balance Location Accumulated Other Comprehensive Loss, net of taxes $(15,201) $— $1,844 $(13,357) 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, 2023 Ineffective interest rate swap Amount of loss recognized in income on derivative (current period ineffective portion) Location of loss recognized in Income on derivative (current period ineffective portion) 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 $ 4,158 Other income (expense) $ (922) Interest Expense For the six months ended June 30, 2023 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) 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 $ 66 Other income (expense) $ (1,844) Interest Expense |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | A tabular rollforward of contingent consideration is as follows (amounts in thousands): For the three months ended June 30, 2023 Entity Account March 31, 2023 Balance Issuance of contingent consideration Change in valuation of Contingent Consideration Currency Translation June 30, 2023 Balance Aidence Other Long Term Liabilities $ 11,316 (4,000) $ (125) $ — $ 7,191 Quantib Accrued Expenses & Other Long Term Liabilities $ 4,411 $ — $ 860 $ — $ 5,271 Montclair Accrued Expenses $ 1,200 $ — $ (1,200) $ — $ — Heart and Lung Limited Accrued Expenses & Other Long Term Liabilities $ 13,130 $ — $ 867 $ 361 $ 14,358 For the six months ended June 30, 2023 Entity Account January 1, 2023 Balance Issuance of contingent consideration Change in valuation of Contingent Consideration Currency Translation June 30, 2023 Balance Aidence Other Long Term Liabilities 11,158 (4,000) $ 33 $ — $ 7,191 Quantib Accrued Expenses & Other Long Term Liabilities 3,709 $ — $ 1,562 $ — $ 5,271 Montclair Accrued Expenses 1,200 $ — $ (1,200) $ — $ — Heart and Lung Limited Accrued Expenses & Other Long Term Liabilities 11,656 $ — $ 1,991 $ 711 $ 14,358 |
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, 2023 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 23,368 $ — $ 23,368 As of December 31, 2022 Level 1 Level 2 Level 3 Total Current and long term assets 2019 Swaps - Interest Rate Contracts $ — $ 23,302 $ — $ 23,302 The table below summarizes the estimated fair values of contingencies and holdback relating to our Aidence Holding B.V. and Quantib B.V. acquisitions on January 20, 2022, the Montclair Radiological Associates acquisition on October 1, 2022 and the Heart and Lung Imaging Limited acquisition on November 1, 2022 that are subject to fair value measurements and the classification of these liabilities on our consolidated balance sheets, as follows (in thousands): As of June 30, 2023 Level 1 Level 2 Level 3 Total Accrued expenses and other non-current liabilities Aidence Holding B.V. milestone consideration $ — $ — $ 7,191 $ 7,191 Quantib B.V. holdback of 113,303 shares of RadNet common stock $ — $ — $ 5,271 $ 5,271 Heart and Lung Imaging Limited $ — $ — $ 14,358 $ 14,358 As of June 30, 2023 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and Truist Term Loan $ — $ 854,974 $ — $ 854,974 $ 856,750 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans and Truist Term Loan $ — $ 843,594 $ — $ 843,594 $ 864,125 |
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, 2023 2022 2023 2022 Net income (loss) attributable to RadNet, Inc.'s common stockholders $ 8,369 $ 7,905 $ (12,636) $ 10,918 BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 59,880,803 56,059,824 59,221,453 55,683,335 Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.14 $ 0.14 $ (0.21) $ 0.20 DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 59,880,803 56,059,824 59,221,453 55,683,335 Add non-vested restricted stock subject only to service vesting 205,413 47,652 — 122,781 Add additional shares issuable upon exercise of stock options and contingently issuable shares 830,769 859,072 — 860,174 Weighted average number of common shares used in calculating diluted net income per share 60,916,985 56,966,548 59,221,453 56,666,290 Changes in FV associated with contingently issuable shares $ (934) $ (468) $ — $ (863) Net income (loss) attributable to RadNet, Inc's common stockholders for diluted share calculation $ 7,435 $ 7,437 $ (12,636) $ — $ 10,055 Diluted net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.12 $ 0.13 $ (0.21) $ 0.18 Fair value change for contingently issuable shares excluded from the computation of diluted per share amounts as its effect would be antidilutive $ — $ — $ 1,696 $ — Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: Non-vested restricted stock subject to service vesting — — 644,623 — Shares issuable upon the exercise of stock options 82,775 70,070 759,313 58,491 Contingently issuable shares — — 193,207 — |
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, 2023 (in thousands): Balance as of December 31, 2022 $ 57,893 Equity in earnings in these joint ventures 2,851 Distribution of earnings (8,540) Equity contributions in existing joint ventures 288 Balance as of June 30, 2023 $ 52,492 |
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, 2023 and December 31, 2022 and income statement data for the six months ended June 30, 2023 and 2022 (in thousands): Balance Sheet Data: June 30, 2023 December 31, 2022 Current assets $ 38,334 $ 39,304 Noncurrent assets 139,776 134,694 Current liabilities (35,664) (29,588) Noncurrent liabilities (48,172) (37,952) Total net assets $ 94,274 $ 106,458 Income statement data for the six months ended June 30, 2023 2022 Net revenue $ 84,699 $ 69,757 Net income $ 5,827 $ 10,497 |
BUSINESS COMBINATIONS AND REL_2
BUSINESS COMBINATIONS AND RELATED ACTIVITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Intangible Assets Other Assets Right of Use Liabilities C.C.D.G.L.R. & S Services Inc. 1/1/2023 3,500 435 1,689 3,015 50 — (1,689) Southern California Diagnostic Imaging, Inc. 1/1/2023 $ 1,815 466 1,184 1,272 50 27 (1,184) Inglewood Imaging Center, LLC 2/1/2023 2,600 877 1,188 1,658 50 15 (1,188) Ramapo Radiology Associates, P.C. 2/1/2023 $ 2,000 1,663 3,775 229 100 8 (3,775) Madison Radiology Medical Group, Inc. 4/1/2023 250 100 — 150 — — — Total 10,165 3,541 7,836 6,324 250 50 (7,836) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The table below presents 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, 2023 2022 2023 2022 Revenue: Imaging Centers $ 401,336 $ 352,818 $ 789,767 $ 693,985 AI 2,379 1,557 4,512 2,156 Total revenue $ 403,715 $ 354,375 $ 794,279 $ 696,141 Cost of Operations Imaging Centers $ 338,630 $ 299,350 $ 683,211 $ 609,460 AI 6,517 6,425 13,801 11,353 Total cost of operations $ 345,147 $ 305,775 $ 697,012 $ 620,813 Depreciation and Amortization: Imaging Centers $ 30,234 $ 27,100 $ 59,826 $ 52,906 AI 1,946 1,762 3,669 3,074 Total depreciation and amortization $ 32,180 $ 28,862 $ 63,495 $ 55,980 Loss on Disposal of Equipment: Imaging Centers $ 83 $ 36 $ 661 $ 1,189 AI (6) 45 (5) 20 Total loss on disposal of equipment $ 77 $ 81 $ 656 $ 1,209 Severance Imaging Centers $ 153 $ 99 $ 276 $ 300 AI 1,717 — 1,728 — Total severance $ 1,870 $ 99 $ 2,004 $ 300 Income (Loss) from Operations Imaging Centers $ 32,236 $ 26,233 $ 45,793 $ 30,130 AI (7,795) (6,675) (14,681) (12,291) Total income (loss) from operations $ 24,441 $ 19,558 $ 31,112 $ 17,839 |
CREDIT FACILITIES AND NOTES P_2
CREDIT FACILITIES AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loan Debt Obligations | As of June 30, 2023 and December 31, 2022 our term loan debt and other obligations are as follows (in thousands): June 30, December 31, First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 710,500 $ 714,125 Discount on First Lien Term Loans (10,084) (11,127) Term Loan Agreement collateralized by NJIN's tangible and intangible assets 146,250 150,000 Discount on NJIN Term Loan Agreement (1,122) (1,254) Equipment notes payable at 6.0%, due 2028, collateralized by medical equipment 18,778 — Total debt obligations 864,322 851,744 Less: current portion (15,989) (12,400) Long term portion debt obligations $ 848,333 $ 839,344 |
Schedule of Leverage Ratio | All obligations under the Second Amended and Restated Credit and Term Loan Agreement bear interest at either a SOFR or a Base Rate (each as defined in the Restated Credit and Term Loan Agreement), plus an applicable margin according to the following schedule: Pricing Level Leverage Ratio Applicable Margin for SOFR 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 2.50% per annum 1.50% per annum 2.50% 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 Term SOFR Loans 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Options Activity | The following summarizes all of our option transactions for the six months ended June 30, 2023: Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance, December 31, 2022 678,914 $ 15.72 Granted 261,220 18.64 Exercised (5,000) 10.10 Balance, June 30, 2023 935,134 16.57 6.71 $ 15,012,103 Exercisable at June 30, 2023 676,532 14.72 5.74 12,111,044 Outstanding Options Shares Weighted Average Weighted Average Aggregate Balance December 31, 2022 116,982 $ — Exercised (20,085) — Balance, June 30, 2023 96,897 — 6.33 $ 3,160,780 Exercisable at June 30, 2023 82,775 — 6.33 2,700,121 |
Schedule of RSA Activity | The Restated Plan permits the award of RSAs and the following summarizes all unvested RSA’s activities during the six months ended June 30, 2023: RSAs Weighted-Average Weighted-Average RSAs unvested at December 31, 2022 536,767 $ 23.84 Changes during the period Granted 808,733 $ 21.16 Vested (775,334) $ 22.13 Forfeited or Canceled (1,099) $ 21.70 RSAs unvested at June 30, 2023 569,067 1.56 $ 22.45 |
Schedule of AI LTIPs | The following summarizes all unvested AI LTIPs activities during the six months ended June 30, 2023: AI LTIPs Weighted-Average Weighted-Average AI LTIPs unvested at December 31, 2022 169,471 $ 19.56 Changes during the period Granted 218,146 $ 20.12 Vested (73,584) $ 19.78 Forfeited or Canceled (13,182) $ 19.89 AI LTIPs unvested at June 30, 2023 300,851 3.22 $ 19.93 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) center $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) center segment $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||
Number of centers | center | 363 | 363 | |||
Number of reportable segments | segment | 2 | ||||
BRMG and NY Groups revenues | $ 51,400 | $ 46,800 | $ 100,200 | $ 92,500 | |
BRMG and NY Groups operating expenses | 51,400 | 46,800 | 100,200 | 92,500 | |
Management services provided to BRMG and NY Groups | 216,200 | 202,400 | 423,600 | 393,400 | |
BRMG and NY Groups accounts receivable | 2,705,290 | 2,705,290 | $ 2,433,907 | ||
BRMG and NY Groups accounts payable | 1,944,286 | 1,944,286 | 1,942,455 | ||
Expenses from transactions with related party | $ 345,147 | 305,775 | $ 697,012 | 620,813 | |
Public Offering | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued in transaction (in shares) | shares | 8,711,250 | ||||
Stock price (in dollars per share) | $ / shares | $ 29.75 | $ 29.75 | |||
Gross proceeds | $ 259,200 | ||||
Public offering expenses | $ 13,000 | ||||
ScriptSender LLC | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 49% | 49% | |||
Book value of RadNet joint venture interests | $ 2,800 | $ 2,800 | |||
ScriptSender LLC | Equity Method Investee | |||||
Business Acquisition [Line Items] | |||||
Expenses from transactions with related party | 600 | $ 600 | 1,100 | $ 1,000 | |
Variable Interest Entity, Primary Beneficiary | |||||
Business Acquisition [Line Items] | |||||
BRMG and NY Groups accounts receivable | 101,900 | 101,900 | 100,400 | ||
BRMG and NY Groups accounts payable | $ 16,300 | $ 16,300 | $ 16,900 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Service Fee Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 403,715 | $ 354,375 | $ 794,279 | $ 696,141 |
Imaging Center Segment Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 401,337 | 352,818 | 789,768 | 693,985 |
Commercial insurance | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 224,842 | 195,066 | 442,044 | 383,615 |
Medicare | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 89,469 | 77,879 | 176,093 | 148,800 |
Medicaid | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 9,985 | 9,704 | 20,145 | 18,788 |
Workers' compensation/personal injury | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 12,821 | 13,138 | 25,500 | 25,586 |
Other patient revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 10,391 | 7,567 | 20,132 | 14,689 |
Management fee revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3,998 | 5,592 | 8,246 | 11,100 |
Teleradiology and Software revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 4,819 | 2,421 | 9,152 | 6,419 |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 5,215 | 3,577 | 10,515 | 8,623 |
Revenue under capitation arrangements | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 39,797 | 37,874 | 77,941 | 76,365 |
AI Segment Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 2,378 | 1,557 | 4,511 | 2,156 |
Service Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 403,715 | $ 354,375 | $ 794,279 | $ 696,141 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | 24 Months Ended | 40 Months Ended | ||||||||||||||||||
Apr. 30, 2023 shares | Nov. 01, 2022 USD ($) | Jan. 20, 2022 USD ($) loan shares | Nov. 05, 2019 USD ($) | Feb. 01, 2018 USD ($) shares | Jun. 30, 2023 USD ($) jointVenture incentivePlan security $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) jointVenture incentivePlan security $ / shares | Jun. 30, 2022 USD ($) | Oct. 31, 2025 USD ($) | Mar. 31, 2022 USD ($) | Oct. 31, 2023 USD ($) | Jul. 07, 2023 USD ($) shares | Jun. 07, 2023 shares | Apr. 27, 2023 shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Jul. 01, 2020 USD ($) | Dec. 21, 2019 shares | Jun. 30, 2019 USD ($) agreement | Jan. 01, 2019 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Contracts receivable, factoring receivable | $ 15,000,000 | $ 15,000,000 | $ 15,400,000 | |||||||||||||||||||
Deferred financing costs, net of accumulated amortization | 2,000,000 | 2,000,000 | 2,300,000 | |||||||||||||||||||
Goodwill | 687,879,000 | 687,879,000 | 677,665,000 | |||||||||||||||||||
Intangible asset amortization expense | 6,000,000 | $ 4,800,000 | ||||||||||||||||||||
Income tax expense (benefit) | $ 614,000 | $ (3,403,000) | $ (521,000) | $ (4,900,000) | ||||||||||||||||||
Effective tax rate | (4.40%) | 19.70% | 65.50% | 18.10% | ||||||||||||||||||
Number of plans | incentivePlan | 1 | 1 | ||||||||||||||||||||
Number of shares authorized (in shares) | shares | 20,100,000 | |||||||||||||||||||||
Amount of loss recognized in income on derivative (current period ineffective portion) | $ 593,159,000 | $ 593,159,000 | 332,995,000 | |||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 32.62 | $ 32.62 | ||||||||||||||||||||
Credit facilities outstanding | $ 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 | $ 4,000,000 | $ 5,600,000 | $ 8,200,000 | $ 11,100,000 | ||||||||||||||||||
Medic Vision | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Total net assets | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||
Ownership percentage | 14.21% | 14.21% | ||||||||||||||||||||
Turner Imaging Systems | ||||||||||||||||||||||
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 Systems | Promissory Note | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Short-term debt | $ 100,000 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Revolving Credit Facility | Barclays | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Deferred financing costs, net of accumulated amortization | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||
Revolving Credit Facility | First Lien Credit Agreement | Barclays | Line of Credit | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Credit facilities outstanding | 0 | 0 | 0 | |||||||||||||||||||
Aidence | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Range of outcomes (upto) | $ 10,000,000 | |||||||||||||||||||||
Number of identified milestones | loan | 2,000 | |||||||||||||||||||||
Milestone contingent consideration | 7,191,000 | 7,191,000 | $ 11,316,000 | 11,158,000 | ||||||||||||||||||
Percent of FDA approval and payout, milestone one | 80% | |||||||||||||||||||||
Percent of FDA approval and payout, milestone two | 70% | |||||||||||||||||||||
Aidence | Contingent Milestone Consideration | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 7,200,000 | 7,200,000 | ||||||||||||||||||||
Aidence | General Holdback | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 4,000,000 | 4,000,000 | ||||||||||||||||||||
Quantib | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 5,271,000 | 5,271,000 | 4,411,000 | 3,709,000 | ||||||||||||||||||
Shares issued (in shares) | shares | 965,058 | |||||||||||||||||||||
Contingent consideration, liability, period | 18 months | |||||||||||||||||||||
Additional number of shares issued (in shares) | shares | 113,303 | |||||||||||||||||||||
Fair value of additional shares issued after execution | $ 3,000,000 | |||||||||||||||||||||
Quantib | Contingent Milestone Consideration | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 3,700,000 | 3,700,000 | ||||||||||||||||||||
Quantib | General Holdback | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 1,600,000 | 1,600,000 | ||||||||||||||||||||
Quantib | Stock Holdback | Subsequent Event | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | $ 3,200,000 | |||||||||||||||||||||
Additional number of shares issued (in shares) | shares | 113,303 | |||||||||||||||||||||
Montclair | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 0 | 0 | 1,200,000 | 1,200,000 | $ 1,200,000 | |||||||||||||||||
Contingent consideration settlement | 1,200,000 | 1,200,000 | ||||||||||||||||||||
Heart and Lung Limited | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | 14,358,000 | 14,358,000 | $ 13,130,000 | $ 11,656,000 | ||||||||||||||||||
Contingent consideration, liability, period | 24 months | |||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 75% | |||||||||||||||||||||
Heart and Lung Limited | Contingent Milestone Consideration | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | $ 10,200,000 | $ 14,400,000 | $ 14,400,000 | |||||||||||||||||||
Heart and Lung Limited | Cash Holdback | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Milestone contingent consideration | $ 600,000 | |||||||||||||||||||||
Aidence | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Shares issued (in shares) | shares | 1,141,234 | |||||||||||||||||||||
Aidence | General Holdback | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Shares issued (in shares) | shares | 144,227 | |||||||||||||||||||||
Forecast | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Monthly amortization of deferred hedge gains | $ 300,000 | $ 400,000 | ||||||||||||||||||||
Accumulated Other Comprehensive Loss, net of taxes | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Amount of loss recognized in income on derivative (current period ineffective portion) | $ 24,400,000 | |||||||||||||||||||||
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 | Term SOFR Loans | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 1.89% | |||||||||||||||||||||
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] | ||||||||||||||||||||||
Number of forward interest rate cap agreements | agreement | 2 | |||||||||||||||||||||
Notional amounts | $ 200,000,000 | |||||||||||||||||||||
2019 SWAPS-1 | 2019 Swaps - Interest Rate Contracts | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Notional amounts | $ 400,000,000 | |||||||||||||||||||||
2019 SWAPS-1 | 2019 Swaps - Interest Rate Contracts | Term SOFR Loans | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Basis spread on variable rate | 1.98% | |||||||||||||||||||||
Restated Plan | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Number of shares authorized (in shares) | shares | 20,100,000 | |||||||||||||||||||||
Management Service Contracts | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Useful life | 25 years | 25 years | ||||||||||||||||||||
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 | 3 years | ||||||||||||||||||||
Minimum | Leasehold Improvements | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
PPE estimated useful lives | 3 years | 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 | 15 years | ||||||||||||||||||||
Maximum | Leasehold Improvements | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
PPE estimated useful lives | 15 years | 15 years | ||||||||||||||||||||
COVID-19 Pandemic | ||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||||
Advance medicare payments | $ 39,600,000 | |||||||||||||||||||||
Repayment of advance medicare payments | $ 38,600,000 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 677,665 |
Goodwill from acquisitions | 6,324 |
Valuation adjustment | 1,603 |
Currency translation | 2,287 |
Ending balance | 687,879 |
Imaging Center | |
Goodwill [Roll Forward] | |
Beginning balance | 606,483 |
Goodwill from acquisitions | 6,324 |
Valuation adjustment | 1,603 |
Currency translation | 1,171 |
Ending balance | 615,581 |
Artificial Intelligence | |
Goodwill [Roll Forward] | |
Beginning balance | 71,182 |
Goodwill from acquisitions | 0 |
Valuation adjustment | 0 |
Currency translation | 1,116 |
Ending balance | $ 72,298 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 6,867 | |
Amortization year one | 11,510 | $ 11,750 |
Amortization year two | 11,130 | 11,094 |
Amortization year three | 10,683 | 10,713 |
Amortization year four | 9,665 | 10,266 |
Amortization year five | 9,272 | |
Thereafter | 50,578 | |
Thereafter | 53,133 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 100,433 | 106,228 |
Trade Names indefinite life | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 7,100 | 7,100 |
IPR&D | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 17,170 | 17,032 |
Management Service Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | 1,144 | |
Amortization year one | 2,287 | 2,287 |
Amortization year two | 2,287 | 2,287 |
Amortization year three | 2,287 | 2,287 |
Amortization year four | 2,287 | 2,287 |
Amortization year five | 2,287 | |
Thereafter | 8,959 | |
Thereafter | 8,958 | |
Amortiztion total | $ 19,251 | $ 20,393 |
Weighted average amortization period remaining in years | 8 years 4 months 24 days | 8 years 10 months 24 days |
Covenant not to compete and other contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 676 | |
Amortization year one | 941 | $ 1,319 |
Amortization year two | 692 | 891 |
Amortization year three | 406 | 642 |
Amortization year four | 122 | 356 |
Amortization year five | 72 | |
Thereafter | 41 | |
Thereafter | 40 | |
Amortiztion total | $ 2,878 | $ 3,320 |
Weighted average amortization period remaining in years | 3 years 7 months 6 days | 3 years 1 month 6 days |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 500 | |
Amortization year one | 1,232 | $ 1,244 |
Amortization year two | 1,101 | 1,244 |
Amortization year three | 979 | 1,112 |
Amortization year four | 780 | 991 |
Amortization year five | 816 | |
Thereafter | 11,424 | |
Thereafter | 12,396 | |
Amortiztion total | $ 16,016 | $ 17,803 |
Weighted average amortization period remaining in years | 18 years | 18 years 7 months 6 days |
Patent and Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 196 | |
Amortization year one | 316 | $ 298 |
Amortization year two | 316 | 298 |
Amortization year three | 316 | 298 |
Amortization year four | 316 | 298 |
Amortization year five | 298 | |
Thereafter | 403 | |
Thereafter | 322 | |
Amortiztion total | $ 1,863 | $ 1,812 |
Weighted average amortization period remaining in years | 6 years | 6 years 4 months 24 days |
Developed Technology & Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 4,237 | |
Amortization year one | 6,657 | $ 6,297 |
Amortization year two | 6,657 | 6,297 |
Amortization year three | 6,618 | 6,297 |
Amortization year four | 6,083 | 6,257 |
Amortization year five | 5,722 | |
Thereafter | 5,392 | |
Thereafter | 7,196 | |
Amortiztion total | $ 35,644 | $ 38,066 |
Weighted average amortization period remaining in years | 6 years 2 months 12 days | 6 years 8 months 12 days |
Trade Names indefinite life | ||
Finite-Lived Intangible Assets [Line Items] | ||
Reminder of fiscal amortization year | $ 114 | |
Amortization year one | 77 | $ 305 |
Amortization year two | 77 | 77 |
Amortization year three | 77 | 77 |
Amortization year four | 77 | 77 |
Amortization year five | 77 | |
Thereafter | 89 | |
Thereafter | 89 | |
Amortiztion total | $ 511 | $ 702 |
Weighted average amortization period remaining in years | 4 years 10 months 24 days | 4 years 6 months |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Effect of Derivative Instruments on Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Offsetting Assets [Line Items] | ||||
Beginning balance | $ 493,101 | $ 421,450 | $ 491,452 | $ 346,157 |
Amount of loss reclassified out of accumulated OCI into income (prior period effective portion), net of taxes | 922 | 924 | 1,844 | 1,847 |
Ending balance | $ 761,004 | $ 451,385 | $ 761,004 | $ 451,385 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest expense | Interest 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 | 922 | 1,844 | ||
Amount of loss recognized in income on derivative (current period ineffective portion) | 4,158 | 66 | ||
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 | (922) | (1,844) | ||
Accumulated Other Comprehensive Loss, net of taxes | Interest rate contracts | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance | (14,279) | (15,201) | ||
Ending balance | $ (13,357) | $ (13,357) |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Change in valuation of Contingent Consideration | $ 3,098 | $ (1,287) | |
Aidence | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the beginning | $ 11,316 | 11,158 | |
Issuance of contingent consideration | (4,000) | (4,000) | |
Change in valuation of Contingent Consideration | (125) | 33 | |
Currency Translation | 0 | 0 | |
Accrued expenses at the end | 7,191 | 7,191 | |
Quantib | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the beginning | 4,411 | 3,709 | |
Issuance of contingent consideration | 0 | 0 | |
Change in valuation of Contingent Consideration | 860 | 1,562 | |
Currency Translation | 0 | 0 | |
Accrued expenses at the end | 5,271 | 5,271 | |
Montclair | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the beginning | 1,200 | 1,200 | |
Issuance of contingent consideration | 0 | 0 | |
Change in valuation of Contingent Consideration | (1,200) | (1,200) | |
Currency Translation | 0 | 0 | |
Accrued expenses at the end | 0 | 0 | |
Heart and Lung Limited | |||
Business Combination, Contingent Consideration, Liability [Roll Forward] | |||
Accrued expenses at the beginning | 13,130 | 11,656 | |
Issuance of contingent consideration | 0 | 0 | |
Change in valuation of Contingent Consideration | 867 | 1,991 | |
Currency Translation | 361 | 711 | |
Accrued expenses at the end | $ 14,358 | $ 14,358 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 20, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and Truist Term Loan | $ 856,750 | $ 864,125 | |
Quantib | |||
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 Truist Term Loan | 854,974 | 843,594 | |
Estimate of Fair Value Measurement | Aidence | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 7,191 | ||
Estimate of Fair Value Measurement | Quantib | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 5,271 | ||
Estimate of Fair Value Measurement | Heart and Lung Limited | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 14,358 | ||
Estimate of Fair Value Measurement | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
First Lien Term Loans and Truist Term Loan | 0 | 0 | |
Estimate of Fair Value Measurement | Level 1 | Aidence | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 1 | Quantib | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 1 | Heart and Lung Limited | |||
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 Truist Term Loan | 854,974 | 843,594 | |
Estimate of Fair Value Measurement | Level 2 | Aidence | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 2 | Quantib | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 0 | ||
Estimate of Fair Value Measurement | Level 2 | Heart and Lung Limited | |||
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 Truist Term Loan | 0 | 0 | |
Estimate of Fair Value Measurement | Level 3 | Aidence | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 7,191 | ||
Estimate of Fair Value Measurement | Level 3 | Quantib | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 5,271 | ||
Estimate of Fair Value Measurement | Level 3 | Heart and Lung Limited | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Milestone contingent consideration | 14,358 | ||
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long term assets | 23,368 | 23,302 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long term assets | 0 | 0 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long term assets | 23,368 | 23,302 | |
2019 Swaps - Interest Rate Contracts | Estimate of Fair Value Measurement | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Current and long term assets | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to RadNet, Inc.'s common stockholders | $ 8,369 | $ 7,905 | $ (12,636) | $ 10,918 |
BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding during the period (in shares) | 59,880,803 | 56,059,824 | 59,221,453 | 55,683,335 |
Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders (in dollars per share) | $ 0.14 | $ 0.14 | $ (0.21) | $ 0.20 |
DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding during the period (in shares) | 59,880,803 | 56,059,824 | 59,221,453 | 55,683,335 |
Add non-vested restricted stock subject only to service vesting (in shares) | 205,413 | 47,652 | 0 | 122,781 |
Add additional shares issuable upon exercise of stock options and contingently issuable shares (in shares) | 830,769 | 859,072 | 0 | 860,174 |
Weighted average number of common shares used in calculating diluted net income per share (in shares) | 60,916,985 | 56,966,548 | 59,221,453 | 56,666,290 |
Changes in FV associated with contingently issuable shares | $ (934) | $ (468) | $ 0 | $ (863) |
Net income (loss) attributable to RadNet, Inc's common stockholders for diluted share calculation | $ 7,435 | $ 7,437 | $ (12,636) | $ 10,055 |
Diluted net income (loss) per share attributable to RadNet, Inc.'s common stockholders (in dollars per share) | $ 0.12 | $ 0.13 | $ (0.21) | $ 0.18 |
Fair value change for contingently issuable shares excluded from the computation of diluted per share amounts as its effect would be antidilutive | $ 0 | $ 0 | $ 1,696 | $ 0 |
Non-vested restricted stock subject to service vesting | ||||
Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: | ||||
Weighted average shares for which the exercise price exceeds average market price of common stock (in shares) | 0 | 0 | 644,623 | 0 |
Shares issuable upon the exercise of stock options | ||||
Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: | ||||
Weighted average shares for which the exercise price exceeds average market price of common stock (in shares) | 82,775 | 70,070 | 759,313 | 58,491 |
Contingently issuable shares | ||||
Stock options and non-vested restricted awards excluded from the computation of diluted per share amounts as their effect would be antidilutive: | ||||
Weighted average shares for which the exercise price exceeds average market price of common stock (in shares) | 0 | 0 | 193,207 | 0 |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Investment in Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Roll Forward] | ||||
Beginning balance | $ 57,893 | |||
Equity in earnings in these joint ventures | $ 1,423 | $ 2,748 | 2,851 | $ 5,266 |
Distribution of earnings | (8,540) | |||
Equity contributions in existing joint ventures | 288 | |||
Ending balance | $ 52,492 | $ 52,492 |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Joint Venture Investment and Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | $ 602,691 | $ 602,691 | $ 367,184 | ||
Current liabilities | (434,234) | (434,234) | (466,723) | ||
Net revenue | 403,715 | $ 354,375 | 794,279 | $ 696,141 | |
Net income (loss) | 14,558 | $ 13,831 | 275 | 22,194 | |
Joint Venture Interest | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total net assets | 94,274 | 94,274 | 106,458 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | 38,334 | 38,334 | 39,304 | ||
Noncurrent assets | 139,776 | 139,776 | 134,694 | ||
Current liabilities | (35,664) | (35,664) | (29,588) | ||
Noncurrent liabilities | $ (48,172) | (48,172) | $ (37,952) | ||
Net revenue | 84,699 | 69,757 | |||
Net income (loss) | $ 5,827 | $ 10,497 |
BUSINESS COMBINATIONS AND REL_3
BUSINESS COMBINATIONS AND RELATED ACTIVITY (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 01, 2023 | Feb. 01, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 687,879 | $ 677,665 | |||
Business Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | 10,165 | ||||
Property & Equipment | 3,541 | ||||
Right of Use Assets | 7,836 | ||||
Goodwill | 6,324 | ||||
Intangible Assets | 250 | ||||
Other Assets | 50 | ||||
Right of Use Liabilities | $ (7,836) | ||||
C.C.D.G.L.R. & S Services Inc. | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | $ 3,500 | ||||
Property & Equipment | 435 | ||||
Right of Use Assets | 1,689 | ||||
Goodwill | 3,015 | ||||
Intangible Assets | 50 | ||||
Other Assets | 0 | ||||
Right of Use Liabilities | (1,689) | ||||
Southern California Diagnostic Imaging, Inc. | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | 1,815 | ||||
Property & Equipment | 466 | ||||
Right of Use Assets | 1,184 | ||||
Goodwill | 1,272 | ||||
Intangible Assets | 50 | ||||
Other Assets | 27 | ||||
Right of Use Liabilities | $ (1,184) | ||||
Inglewood Imaging Center, LLC | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | $ 2,600 | ||||
Property & Equipment | 877 | ||||
Right of Use Assets | 1,188 | ||||
Goodwill | 1,658 | ||||
Intangible Assets | 50 | ||||
Other Assets | 15 | ||||
Right of Use Liabilities | (1,188) | ||||
Ramapo Radiology Associates, P.C. | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | 2,000 | ||||
Property & Equipment | 1,663 | ||||
Right of Use Assets | 3,775 | ||||
Goodwill | 229 | ||||
Intangible Assets | 100 | ||||
Other Assets | 8 | ||||
Right of Use Liabilities | $ (3,775) | ||||
Madison Radiology Medical Group, Inc. | |||||
Business Acquisition [Line Items] | |||||
Total Consideration | $ 250 | ||||
Property & Equipment | 100 | ||||
Right of Use Assets | 0 | ||||
Goodwill | 150 | ||||
Intangible Assets | 0 | ||||
Other Assets | 0 | ||||
Right of Use Liabilities | $ 0 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 403,715 | $ 354,375 | $ 794,279 | $ 696,141 |
Cost of Operations | 345,147 | 305,775 | 697,012 | 620,813 |
Depreciation and Amortization | 32,180 | 28,862 | 63,495 | 55,980 |
Loss on Disposal of Equipment | 77 | 81 | 656 | 1,209 |
Severance | 1,870 | 99 | 2,004 | 300 |
Income (Loss) from Operations | 24,441 | 19,558 | 31,112 | 17,839 |
Imaging Centers | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 401,336 | 352,818 | 789,767 | 693,985 |
Cost of Operations | 338,630 | 299,350 | 683,211 | 609,460 |
Depreciation and Amortization | 30,234 | 27,100 | 59,826 | 52,906 |
Loss on Disposal of Equipment | 83 | 36 | 661 | 1,189 |
Severance | 153 | 99 | 276 | 300 |
Income (Loss) from Operations | 32,236 | 26,233 | 45,793 | 30,130 |
AI | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,379 | 1,557 | 4,512 | 2,156 |
Cost of Operations | 6,517 | 6,425 | 13,801 | 11,353 |
Depreciation and Amortization | 1,946 | 1,762 | 3,669 | 3,074 |
Loss on Disposal of Equipment | (6) | 45 | (5) | 20 |
Severance | 1,717 | 0 | 1,728 | 0 |
Income (Loss) from Operations | $ (7,795) | $ (6,675) | $ (14,681) | $ (12,291) |
CREDIT FACILITIES AND NOTES P_3
CREDIT FACILITIES AND NOTES PAYABLE - Schedule of Term Loan Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 864,322 | $ 851,744 |
Less: current portion | (15,989) | (12,400) |
Long term portion debt obligations | 848,333 | 839,344 |
Equipment notes payable at 6.0%, due 2028, collateralized by medical equipment | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 18,778 | 0 |
Interest rate, stated percentage | 6% | |
Term Loans | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Discount on First Lien Term Loans | $ (10,084) | (11,127) |
Total debt obligations | 710,500 | 714,125 |
Term Loans | NJIN Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Discount on First Lien Term Loans | (1,122) | (1,254) |
Total debt obligations | $ 146,250 | $ 150,000 |
CREDIT FACILITIES AND NOTES P_4
CREDIT FACILITIES AND NOTES PAYABLE - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2023 | Oct. 07, 2022 | Apr. 23, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 27, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Total credit facilities outstanding | $ 0 | $ 0 | $ 0 | |||||
Deferred financing costs, net of accumulated amortization | 2,000,000 | $ 2,000,000 | 2,300,000 | |||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face value | $ 19,800,000 | |||||||
Barclays | One Month SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 0.11448% | |||||||
Barclays | Three Months SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 0.26161% | |||||||
Barclays | Six Months SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 0.42826% | |||||||
Barclays | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total credit facilities outstanding | $ 725,000,000 | |||||||
Barclays | 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 | |||||||
Loss on extinguishment of debt | 1,500,000 | |||||||
Amortization of deferred issuance costs | 100,000 | |||||||
Truist | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Total credit facilities outstanding | $ 150,000,000 | |||||||
Debt instrument, periodic payment | $ 1,900,000 | |||||||
Periodic payment, percent | 1% | |||||||
Periodic payment amortization increase | $ 900,000 | |||||||
Truist | Term Loan | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.07% | |||||||
Truist | First Lien Credit Agreement Seventh Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 2,700,000 | |||||||
Debt discount | 2,000,000 | |||||||
Loss on extinguishment of debt | 700,000 | |||||||
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 | $ 7,600,000 | ||||||
Effective interest rate | 5.50% | 5.50% | ||||||
Revolving Credit Facility | Barclays | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, remaining borrowing capacity | $ 187,400,000 | $ 187,400,000 | ||||||
Deferred financing costs, net of accumulated amortization | 2,000,000 | 2,000,000 | ||||||
Revolving Credit Facility | Truist | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | 50,000,000 | ||||||
Revolving Credit Facility | First Lien Credit Agreement | Barclays | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Total credit facilities outstanding | 0 | 0 | $ 0 | |||||
Revolving Credit Facility | First Lien Credit Agreement | Truist | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Total credit facilities outstanding | 0 | 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 Eighth Amendment | Truist | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Deferred financing costs, net of accumulated amortization | $ 600,000 | $ 600,000 | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Term SOFR Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 4.63% | 4.63% | ||||||
Revolving Credit Facility | First Lien Credit Agreement, Sixth Amendment | Line of Credit | Term SOFR Loans | 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 | 8% | 8% | ||||||
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 | First Lien Term Loan | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 8.10% | 8.10% | ||||||
Revolving Credit Facility | First Lien Term Loan | One Month SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 0.11448% | 0.11448% | ||||||
Revolving Credit Facility | First Lien Term Loan | Alternate Base Rate Spread | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, stated percentage | 10.30% | 10.30% | ||||||
Revolving Credit Facility | First Lien Term Loan | Line of Credit | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 3% | 3% | ||||||
Revolving Credit Facility | First Lien Term Loan | Line of Credit | Alternate Base Rate Spread | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 2% | 2% | ||||||
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 | Term SOFR Loans | Leverage Ratio Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.75% |
CREDIT FACILITIES AND NOTES P_5
CREDIT FACILITIES AND NOTES PAYABLE - Schedule of Leverage Ratio (Details) - Restated Agreement | Aug. 31, 2018 |
Pricing Level I | |
Debt Instrument [Line Items] | |
Leverage Ratio, greater than | 3 |
Pricing Level II | |
Debt Instrument [Line Items] | |
Leverage Ratio, greater than | 2.50 |
Leverage Ratio, less than | 3 |
Pricing Level III | |
Debt Instrument [Line Items] | |
Leverage Ratio, greater than | 2 |
Leverage Ratio, less than | 2.50 |
Pricing Level IV | |
Debt Instrument [Line Items] | |
Leverage Ratio, greater than | 1.50 |
Leverage Ratio, less than | 2 |
Pricing Level V | |
Debt Instrument [Line Items] | |
Leverage Ratio, less than | 1.50 |
Revolving Credit Facility | Pricing Level I | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2.50% |
Unused capacity, commitment fee percentage | 0.45% |
Revolving Credit Facility | Pricing Level II | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2.25% |
Unused capacity, commitment fee percentage | 0.40% |
Revolving Credit Facility | Pricing Level III | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2% |
Unused capacity, commitment fee percentage | 0.35% |
Revolving Credit Facility | Pricing Level IV | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 1.75% |
Unused capacity, commitment fee percentage | 0.30% |
Revolving Credit Facility | Pricing Level V | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 1.50% |
Unused capacity, commitment fee percentage | 0.30% |
Revolving Credit Facility | Term SOFR Loans | Pricing Level I | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Revolving Credit Facility | Term SOFR Loans | Pricing Level II | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Revolving Credit Facility | Term SOFR Loans | Pricing Level III | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2% |
Revolving Credit Facility | Term SOFR Loans | Pricing Level IV | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Revolving Credit Facility | Term SOFR Loans | Pricing Level V | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Revolving Credit Facility | Alternate Base Rate Spread | Pricing Level I | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Revolving Credit Facility | Alternate Base Rate Spread | Pricing Level II | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Revolving Credit Facility | Alternate Base Rate Spread | Pricing Level III | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1% |
Revolving Credit Facility | Alternate Base Rate Spread | Pricing Level IV | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.75% |
Revolving Credit Facility | Alternate Base Rate Spread | Pricing Level V | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
CREDIT FACILITIES AND NOTES P_6
CREDIT FACILITIES AND NOTES PAYABLE - Schedule of Margin Spread Based on Leverage Ratio (Details) - Revolving Credit Facility - First Lien Credit Agreement - Line of Credit | 6 Months Ended |
Jun. 30, 2023 | |
> 3.50x | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.50 |
> 3.50x | Term SOFR Loans | |
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 | Maximum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.50 |
> 3.00x but ≤ 3.50x | Minimum | |
Debt Instrument [Line Items] | |
Leverage ratio | 3 |
> 3.00x but ≤ 3.50x | Term SOFR Loans | |
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 | Term SOFR Loans | |
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 - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 tranche $ / shares shares | Jan. 31, 2022 tranche shares | Jun. 30, 2020 $ / shares shares | Jun. 30, 2023 USD ($) incentivePlan shares | Jun. 07, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of plans | incentivePlan | 1 | ||||
Number of shares authorized (in shares) | 20,100,000 | ||||
Issuance of common stock upon exercise of options (in shares) | 261,220 | ||||
Shares available for future issuance, options, warrants, shares of restricted stock and other bonus awards (in shares) | 4,056,699 | ||||
DeepHealth Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ | $ 0.2 | ||||
Options granted (in dollars per share) | $ / shares | $ 16.93 | ||||
Shares Issuable Upon the Exercise of Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ | $ 2.2 | ||||
Unrecognized expense weighted average period | 1 year 9 months 7 days | ||||
Shares Issuable Upon the Exercise of Stock Options | DeepHealth Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized expense weighted average period | 5 months 15 days | ||||
Issuance of common stock upon exercise of options (in shares) | 412,434 | ||||
Other Stock Bonus Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock upon exercise of options (in shares) | 10,765,000 | ||||
Issuance of common stock upon exercise of options | $ | $ 0.2 | ||||
Performance Based Stock Units ("PSUs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, award vesting period | 3 years | 3 years | |||
Granted (in shares) | 60,685 | 25,683 | |||
Number of vesting traches | tranche | 2 | 2 | |||
Performance Based Stock Units ("PSUs") | Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (in shares) | 12,843 | ||||
Shares issued per share (in dollars per share) | $ / shares | $ 29.44 | ||||
Performance Based Stock Options ("PSOs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, award vesting period | 3 years | 3 years | |||
Issuance of common stock upon exercise of options (in shares) | 235,227 | 111,925 | |||
Number of vesting traches | tranche | 3 | 3 | |||
Performance Based Stock Options ("PSOs") | Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (in shares) | 27,981 | ||||
Shares issued per share (in dollars per share) | $ / shares | $ 29.44 | ||||
AI Long Term Incentive Plan shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 218,146 | ||||
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 ("PSUs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 0% | 0% | |||
Minimum | Performance Based Stock Options ("PSOs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available in grant (in shares) | 0 | 0 | |||
Minimum | AI Long Term Incentive Plan shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, award vesting period | 2 years | ||||
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 ("PSUs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights, percentage | 200% | 200% | |||
Maximum | Performance Based Stock Options ("PSOs") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available in grant (in shares) | 235,227 | 111,925 | |||
Maximum | AI Long Term Incentive Plan shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, award vesting period | 4 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Options Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Shares | |
Beginning balance (in shares) | shares | 678,914 |
Granted (in shares) | shares | 261,220 |
Exercised (in shares) | shares | (5,000) |
Ending balance (in shares) | shares | 935,134 |
Exercisable Shares at the end (in shares) | shares | 676,532 |
Weighted Average Exercise price Per Common Share | |
Beginning Balance (in dollars per share) | $ / shares | $ 15.72 |
Granted (in dollars per share) | $ / shares | 18.64 |
Exercised (in dollars per share) | $ / shares | 10.10 |
Ending Balance (in dollars per share) | $ / shares | 16.57 |
Weighted Average Exercise Price Per Common Share, Exercisable (in dollars per share) | $ / shares | $ 14.72 |
Weighted Average Remaining Contractual Life (in years) | |
Balance at end of period | 6 years 8 months 15 days |
Exercisable at the end | 5 years 8 months 26 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 15,012,103 |
Aggregate value exercisable | $ | $ 12,111,044 |
DeepHealth, Inc. | |
Shares | |
Beginning balance (in shares) | shares | 116,982 |
Exercised (in shares) | shares | (20,085) |
Ending balance (in shares) | shares | 96,897 |
Exercisable Shares at the end (in shares) | shares | 82,775 |
Weighted Average Exercise price Per Common Share | |
Beginning Balance (in dollars per share) | $ / shares | $ 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Ending Balance (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price Per Common Share, Exercisable (in dollars per share) | $ / shares | $ 0 |
Weighted Average Remaining Contractual Life (in years) | |
Balance at end of period | 6 years 3 months 29 days |
Exercisable at the end | 6 years 3 months 29 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 3,160,780 |
Aggregate value exercisable | $ | $ 2,700,121 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of RSA Activity (Details) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
RSAs | |
Beginning balance (in shares) | shares | 536,767 |
Granted (in shares) | shares | 808,733 |
Vested (in shares) | shares | (775,334) |
Forfeited or Canceled (in shares) | shares | (1,099) |
Ending balance (in shares) | shares | 569,067 |
Weighted-Average Remaining Contractual Term (Years) | 1 year 6 months 21 days |
Weighted-Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 23.84 |
Granted (in dollars per share) | $ / shares | 21.16 |
Vested (in dollars per share) | $ / shares | 22.13 |
Forfeited or Canceled (in dollars per share) | $ / shares | 21.70 |
Ending balance (in dollars per share) | $ / shares | $ 22.45 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of AI LTIPs (Details) - AI Long Term Incentive Plan shares | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
AI LTIPs | |
Beginning balance (in shares) | shares | 169,471 |
Granted (in shares) | shares | 218,146 |
Vested (in shares) | shares | (73,584) |
Forfeited or Canceled (in shares) | shares | (13,182) |
Ending balance (in shares) | shares | 300,851 |
Weighted-Average Remaining Contractual Term (Years) | 3 years 2 months 19 days |
Weighted-Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 19.56 |
Granted (in dollars per share) | $ / shares | 20.12 |
Vested (in dollars per share) | $ / shares | 19.78 |
Forfeited or Canceled (in dollars per share) | $ / shares | 19.89 |
Ending balance (in dollars per share) | $ / shares | $ 19.93 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Aug. 01, 2023 | Jan. 20, 2022 | Jul. 07, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Quantib | ||||||
Subsequent Event [Line Items] | ||||||
Contingent consideration, liability, period | 18 months | |||||
Additional number of shares issued (in shares) | 113,303 | |||||
Fair value of additional shares issued after execution | $ 3,000 | |||||
Milestone contingent consideration | $ 5,271 | $ 4,411 | $ 3,709 | |||
Subsequent Event | Delaware Diagnostic Imaging, P.A. | ||||||
Subsequent Event [Line Items] | ||||||
Purchase consideration | $ 600 | |||||
Subsequent Event | Quantib | Stock Holdback | ||||||
Subsequent Event [Line Items] | ||||||
Additional number of shares issued (in shares) | 113,303 | |||||
Milestone contingent consideration | $ 3,200 |