Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | RadNet, Inc. | |
Entity Central Index Key | 790,526 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,466,338 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,319 | $ 307 |
Accounts receivable, net | 155,964 | 148,235 |
Current portion of deferred tax assets | 17,246 | 17,246 |
Due from affiliates | 5,153 | 1,561 |
Prepaid expenses and other current assets | 28,528 | 24,671 |
Assets held for sale | 31,179 | 0 |
Total current assets | 243,389 | 192,020 |
PROPERTY AND EQUIPMENT, NET | 225,867 | 223,127 |
OTHER ASSETS | ||
Goodwill | 196,672 | 200,304 |
Other intangible assets | 46,000 | 47,624 |
Deferred financing costs, net of current portion | 4,893 | 6,122 |
Investment in joint ventures | 30,502 | 32,123 |
Deferred tax assets, net of current portion | 37,188 | 35,334 |
Deposits and other | 3,992 | 4,026 |
Total assets | 788,503 | 740,680 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other | 94,078 | 97,816 |
Due to affiliates | 729 | 6,289 |
Deferred revenue | 1,400 | 1,964 |
Current portion of notes payable | 23,666 | 19,468 |
Current portion of deferred rent | 2,206 | 2,100 |
Current portion of obligations under capital leases | 6,256 | 5,637 |
Total current liabilities | 128,335 | 133,274 |
LONG-TERM LIABILITIES | ||
Deferred rent, net of current portion | 25,461 | 20,965 |
Line of credit | 0 | 15,300 |
Notes payable, net of current portion | 612,399 | 551,059 |
Obligations under capital lease, net of current portion | 4,329 | 6,143 |
Other non-current liabilities | 5,795 | 6,241 |
Total liabilities | 776,319 | 732,982 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common stock - $.0001 par value, 200,000,000 shares authorized; 44,409,449, and 42,825,676 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 4 | 4 |
Paid-in-capital | 183,803 | 177,750 |
Accumulated other comprehensive loss | (153) | (112) |
Accumulated deficit | (173,439) | (172,280) |
Total RadNet, Inc.'s stockholders' deficit | 10,215 | 5,362 |
Noncontrolling interests | 1,969 | 2,336 |
Total equity | 12,184 | 7,698 |
Total liabilities and equity | $ 788,503 | $ 740,680 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock - par value (in Dollars per share) | $ .0001 | $ .0001 |
Common stock - shares authorized | 200,000,000 | 200,000,000 |
Common stock - shares issued | 44,409,449 | 42,825,676 |
Common stock - shares outstanding | 44,409,449 | 42,825,676 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
NET REVENUE | ||||
Service fee revenue, net of contractual allowances and discounts | $ 188,403 | $ 168,675 | $ 353,433 | $ 327,438 |
Provision for bad debts | (8,387) | (7,520) | (15,862) | (14,413) |
Net service fee revenue | 180,016 | 161,155 | 337,571 | 313,025 |
Revenue under capitation arrangements | 24,273 | 17,927 | 47,985 | 34,933 |
Total net revenue | 204,289 | 179,082 | 385,556 | 347,958 |
OPERATING EXPENSES | ||||
Cost of operations, excluding depreciation and amortization | 175,796 | 147,808 | 344,717 | 292,838 |
Depreciation and amortization | 14,941 | 15,199 | 29,235 | 30,770 |
Loss on sale and disposal of equipment | 74 | 46 | 36 | 292 |
Severance costs | 94 | 383 | 130 | 864 |
Total operating expenses | 190,905 | 163,436 | 374,118 | 324,764 |
INCOME FROM OPERATIONS | 13,384 | 15,646 | 11,438 | 23,194 |
OTHER INCOME AND EXPENSES | ||||
Interest expense | 10,423 | 10,336 | 20,419 | 22,108 |
Meaningful use incentive | 0 | 0 | (3,270) | (1,762) |
Equity in earnings of joint ventures | (3,207) | (1,646) | (4,309) | (2,713) |
Loss on early extinguishment of Senior Notes | 0 | 471 | 0 | 15,927 |
Other expenses (income) | 413 | (4) | 410 | (2) |
Total other expenses | 7,629 | 9,157 | 13,250 | 33,558 |
INCOME (LOSS) BEFORE INCOME TAXES | 5,755 | 6,489 | (1,812) | (10,364) |
(Provision for) Benefit from income taxes | (2,192) | (1,233) | 899 | 3,245 |
NET INCOME (LOSS) | 3,563 | 5,256 | (913) | (7,119) |
Net income attributable to noncontrolling interests | 168 | 112 | 246 | 161 |
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 3,395 | $ 5,144 | $ (1,159) | $ (7,280) |
BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ .08 | $ .13 | $ (.03) | $ (.18) |
DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ .08 | $ .12 | $ (.03) | $ (.18) |
WEIGHTED AVERAGE SHARES OUTSTANDING: Basic | 43,370,024 | 40,817,333 | 43,059,686 | 40,413,863 |
WEIGHTED AVERAGE SHARES OUTSTANDING: Diluted | 44,685,599 | 43,262,995 | 43,059,686 | 40,413,863 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ 3,563 | $ 5,256 | $ (913) | $ (7,119) |
Foreign currency translation adjustments | (4) | (1) | (41) | (19) |
COMPREHENSIVE INCOME (LOSS) | 3,559 | 5,255 | (954) | (7,138) |
Less comprehensive income attributable to non-controlling interests | 168 | 112 | 246 | 161 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 3,391 | $ 5,143 | $ (1,200) | $ (7,299) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income / Loss | Total Radnet Inc Equity | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2014 | 42,825,676 | ||||||
Beginning balance, value at Dec. 31, 2014 | $ 4 | $ 177,750 | $ (172,280) | $ (112) | $ 5,362 | $ 2,336 | $ 7,698 |
Issuance of common stock upon exercise of options, shares issued | 719,350 | ||||||
Issuance of common stock upon exercise of options, value | 594 | 594 | 594 | ||||
Stock-based compensation | 5,459 | 5,459 | 5,459 | ||||
Issuance of restricted stock and other awards, shares | 864,423 | ||||||
Distributions paid to noncontrolling interest | (613) | (613) | |||||
Change in cumulative foreign currency translation adjustment | (41) | (41) | (41) | ||||
Net (loss) income | (1,159) | (1,159) | 246 | (913) | |||
Ending balance, shares at Jun. 30, 2015 | 44,409,449 | ||||||
Ending balance, value at Jun. 30, 2015 | $ 4 | $ 183,803 | $ (173,439) | $ (153) | $ 10,215 | $ 1,969 | $ 12,184 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (913) | $ (7,119) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 29,235 | 30,770 |
Provision for bad debts | 15,862 | 14,413 |
Equity in earnings of joint ventures | (4,309) | (2,713) |
Distributions from joint ventures | 6,195 | 5,041 |
Amortization and write off of deferred financing costs and loan discount | 2,631 | 3,156 |
Loss on sale and disposal of equipment | 36 | 292 |
Loss on early extinguishment of Senior Notes | 0 | 15,927 |
Stock-based compensation | 5,571 | 1,636 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: | ||
Accounts receivable | (19,368) | (27,361) |
Other current assets | (3,058) | (2,877) |
Other assets | (3,687) | 55 |
Deferred taxes | (1,854) | (4,117) |
Deferred rent | 4,602 | 420 |
Deferred revenue | (564) | 132 |
Accounts payable, accrued expenses and other | (2,423) | (7,977) |
Net cash provided by operating activities | 27,956 | 19,678 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of imaging facilities | (34,407) | (1,811) |
Purchase of property and equipment | (31,649) | (26,798) |
Proceeds from sale of equipment | 205 | 4 |
Equity contributions in existing and purchase of interest in joint ventures | (265) | (900) |
Net cash used in investing activities | (66,116) | (29,505) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on notes and leases payable | (3,969) | (9,368) |
Proceeds from borrowings | 74,401 | 205,737 |
Payments on Term Loan Debt/Senior Notes | (11,369) | (211,344) |
Deferred financing costs | (531) | (2,387) |
Net proceeds on revolving credit facility | (15,300) | 18,980 |
Distributions paid to noncontrolling interests | (613) | (139) |
Proceeds from issuance of common stock upon exercise of options/warrants | 594 | 786 |
Net cash provided by financing activities | 43,213 | 2,265 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (41) | (19) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,012 | (7,581) |
CASH AND CASH EQUIVALENTS, beginning of period | 307 | 8,412 |
CASH AND CASH EQUIVALENTS, end of period | 5,319 | 831 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 18,283 | 23,464 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Purchase of equipment and leasehold improvements not yet paid for | $ 10,800 | $ 13,800 |
1. NATURE OF BUSINESS AND BASIS
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | We provide diagnostic imaging services including magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. At June 30, 2015 we operated directly or indirectly through joint ventures, 276 imaging centers located in California, Maryland, Florida, Delaware, New Jersey, Rhode Island and New York. Our operations comprise a single segment for financial reporting purposes. The condensed consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”). The condensed consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc., Radiologix, Inc., Radnet Managed Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (“DIS”), all wholly owned subsidiaries of Radnet Management. All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report. Accounting Standards Codification (“ASC”) Section 810-10-15-14 stipulates 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 specified in the ASC which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we own a majority voting interest and all VIEs for 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. Howard G. Berger, M.D. is our President and Chief Executive Officer, and Chairman of our Board of Directors. Dr. Berger owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at the majority of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups. BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc., each of which is 99% or 100% owned by Dr. Berger. We contract with seven medical groups which provide professional medical services at all of our facilities in Manhattan and Brooklyn, New York. These contracts are similar to our contract with BRMG. Four of these groups are owned by John V Crues, III, M.D., RadNet’s Medical Director, a member of our Board of Directors and a 1% owner of BRMG. Dr. Berger owns a controlling interest in two of these medical groups which provide professional medical services at one of our Manhattan facilities. RadNet provides non-medical, technical and administrative services to BRMG and the seven medical groups mentioned above (“NY Groups”) for which it receives a management fee, pursuant to the related management agreements. Through these management agreements we have exclusive authority over all non-medical decision-making related to the ongoing business operations of BRMG and the NY Groups and we determine the annual budget of BRMG and the NY Groups. BRMG and the NY Groups both have insignificant operating assets and liabilities, and de minimis equity. These management agreements are designed such that all net cash flows of both BRMG and the NY Groups are transferred to us. We have determined that BRMG and the NY Groups are VIEs, and that we are the primary beneficiary, and consequently, we consolidate the revenue, expenses, assets and liabilities of each such entity. These VIE’s on a combined basis recognized $28.2 million and $21.4 million of revenue, net of management service fees to RadNet for the three months ended June 30, 2015 and 2014, respectively, and $28.2 million and $21.4 million of operating expenses for the three months ended June 30, 2015 and 2014, respectively. RadNet, Inc. recognized in its condensed consolidated statement of operations $114.9 million and $92.6 million of total billed net service fee revenue relating to these VIE’s for the three months ended June 30, 2015 and 2014, respectively, of which $86.7 million and $71.2 million was for management services provided to these VIE’s relating primarily to the technical portion of total billed net service fee revenue for the three months ended June 30, 2015 and 2014, respectively. These VIE’s on a combined basis recognized $53.7 million and $42.0 million of revenue, net of management service fees to RadNet for the six months ended June 30, 2015 and 2014, respectively, and $53.7 million and $42.0 million of operating expenses for the six months ended June 30, 2015 and 2014, respectively. RadNet recognized in its condensed consolidated statement of operations $213.9 million and $181.6 million of total billed net service fee revenue relating to these VIE’s for the six months ended June 30, 2015 and 2014, respectively, of which $160.2 million and $139.6 million was for management services provided to these VIE’s relating primarily to the technical portion of total billed net service fee revenue for the six months ended June 30, 2015 and 2014, respectively. The cash flows of these VIE’s are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our consolidated balance sheets at June 30, 2015 and December 31, 2014, we have included approximately $89.7 million and $79.7 million, respectively, of accounts receivable and approximately $9.1 million and $9.0 million, respectively, of accounts payable and accrued liabilities, related to these VIE’s combined. The creditors of each of these VIE’s do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of any of these VIE’s. However, because of the relationship RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. At all of our centers, aside from certain centers in California and centers in New York City where we contract with BRMG and the NY Groups for the provision of professional medical services, we have entered into long-term contracts with independent radiology groups in the area to provide physician services at those facilities. These third party radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers. The radiology practices maintain full control over the provision of professional services. In these facilities we enter into long-term agreements with radiology practice groups (typically 40 years). Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee intended to compensate us for the fair market value of our services which in some instances may be based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers. We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures. The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees paid to us. We have no financial controlling interest in the independent (non-BRMG or non-NY Groups) radiology practices; accordingly, we do not consolidate the financial statements of those practices in our consolidated financial statements. 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 our 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, 2015 and 2014 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, 2014, filed on March 16, 2015, as amended. 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, 2014, as amended. The information below is intended only to supplement the disclosure in our annual report. Revenues Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payors and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments. As it relates to centers affiliated with both BRMG and the NY Entity, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the NY Entity as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees from BRMG and the NY Entity. As it relates to non-BRMG and NY Entity centers, this service fee revenue is earned through providing the administration of the non-medical functions relating to the professional medical practice at our non-BRMG and NY Entity centers, including among other functions, provision of 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. Service fee revenues are recorded during the period the patient services are provided based upon the estimated amounts due from the patients and third-party payors. Third-party payors include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances under managed care health plans are based upon the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are generally based upon predetermined rates per discounted fee-for-service rates. We also record a provision for doubtful accounts (based primarily on historical collection experience) related to patients and copayment and deductible amounts for patients who have health care coverage under one of our third-party payors. 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 revenue, net of contractual allowances, discounts and provision for bad debts for the three and six months ended June 30, 2015 and 2014 is summarized in the following table (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Commercial insurance $ 117,107 $ 104,901 $ 216,872 $ 204,977 Medicare 42,088 39,412 79,172 77,317 Medicaid 5,974 6,230 11,469 12,049 Workers' compensation/personal injury 8,130 7,853 15,559 15,034 Other 15,104 10,279 30,361 18,061 Service fee revenue, net of contractual allowances and discounts 188,403 168,675 353,433 327,438 Provision for bad debts (8,387 ) (7,520 ) (15,862 ) (14,413 ) Net service fee revenue 180,016 161,155 337,571 313,025 Revenue under capitation arrangements 24,273 17,927 47,985 34,933 Total net revenue $ 204,289 $ 179,082 $ 385,556 $ 347,958 Provision for Bad Debts We provide for an allowance against accounts receivable that could become uncollectible to reduce the carrying value of such receivables to their estimated net realizable value. We estimate this allowance based on the aging of our accounts receivable by each type of payer over an 18-month look-back period, and other relevant factors. A significant portion of our provision for bad debt relates to co-payments and deductibles owed to us from patients with insurance. Although we attempt to collect deductibles and co-payments due from patients with insurance at the time of service, this attempt to collect at the time of service is not an assessment of the patient’s ability to pay nor are revenues recognized based on an assessment of the patient’s ability to pay. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends and our estimation process. Deferred Tax Assets 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, including tax planning strategies, in determining whether our net deferred tax assets are more likely than not to be realized. Deferred Financing Costs Costs of financing are deferred and amortized on a straight-line basis over the life of the associated loan, which approximates the effective interest rate method. Meaningful Use Incentive Under the American Recovery and Reinvestment Act of 2009, a program was enacted that provides financial incentives for providers that successfully implement and utilize electronic health record technology to improve patient care. Our software development team in Canada established an objective to build a Radiology Information System (RIS) software platform that has been awarded Meaningful Use certification. As this certified RIS system is implemented throughout our imaging centers, the radiologists that utilize this software will be eligible for the available financial incentives. In order to receive such incentive payments providers must attest that they have demonstrated meaningful use of the certified RIS in each stage of the program. Once an attestation is accepted by Medicare, payments will be made in four to eight weeks to the same taxpayer identification number and through the same channels as their claims payments are made. We account for this meaningful use incentive under the Gain Contingency Model outlined in ASC 450-30. Under this model, we record within non-operating income, meaningful use incentive only after Medicare accepts an attestation from the qualified eligible professional demonstrating meaningful use. We recorded approximately $3.3 million and $1.8 million during the six months ended June 30, 2015, and 2014, respectively, relating to this incentive. Liquidity and Capital Resources We had cash and cash equivalents of $5.3 million and accounts receivable of $156.0 million at June 30, 2015, compared to cash and cash equivalents of $307,000 and accounts receivable of $148.2 million at December 31, 2014. We had a working capital balance of $115.1 million and $58.7 million at June 30, 2015 and December 31, 2014, respectively. We had net income attributable to RadNet, Inc. common stockholders for the three months ended June 30, 2015 and 2014 of $3.4 million and $5.1 million respectively, and net loss attributable to RadNet, Inc common stockholders for the six months ended June 30, 2015 and 2014 of $1.2 million and $7.3 million, respectively. We had stockholders’ equity of $10.2 million and $5.4 million at June 30, 2015 and December 31, 2014, respectively. We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings from our senior secured credit facilities, will be adequate to meet our liquidity needs. Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes. Our ability to meet our working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional financing. There can be no assurance that we will be able to obtain financing from other sources on terms acceptable to us, if at all. On a continuing basis, we also consider various transactions to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures. These types of transactions may result in future cash proceeds or payments but the general timing, size or success of any acquisition, divestiture or joint venture effort and the related potential capital commitments cannot be predicted. We expect to fund any future acquisitions primarily with cash flow from operations and borrowings, including borrowing from amounts available under our senior secured credit facilities or through new equity or debt issuances. We and our subsidiaries or affiliates may from time to time, in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise. Included in our condensed consolidated balance sheet at June 30, 2015 is $632.3 million of senior secured term loan debt (net of unamortized discounts of $11.1 million), broken down by loan agreement as follows (in thousands): As of June 30, 2015 Face Value Discount Total Carrying Value First Lien Term Loans $ 389,367 $ (8,061 ) $ 381,306 2015 Incremental First 74,013 (570 ) 73,443 Second Lien Term Loans 180,000 (2,451 ) 177,549 Total $ 643,380 $ (11,082 ) $ 632,298 Our revolving credit facility had a $0 aggregate principal amount outstanding as of June 30, 2015. As of June 30, 2015, we were in compliance with all financial covenants under our Credit Agreement, as modified by the 2015 Incremental First Lien Term Loan, and the Second Lien Credit Agreement, each as defined below. 2015 Incremental First Lien Term Loan On April 30, 2015, we entered into a joinder agreement to our existing Credit Agreement (the "2015 Incremental First Lien Term Loan Joinder") to provide for the borrowing of $75.0 million of incremental first lien term loans (“2015 Incremental First Lien Term Loans”). The 2015 Incremental First Lien Term Loans are treated as part of the same class as the existing tranche B term loans currently outstanding under the Credit Agreement. We used the proceeds from the 2015 Incremental First Lien Term Loans to repay all of the borrowings outstanding under the first lien revolving loan facility and to pay approximately $1.1 million of fees and expenses associated with the transaction. Interest. Payments. Maturity Date. 2014 Amendment to the Credit Agreement and Second Lien Credit Agreement On March 25, 2014, Radnet Management simultaneously entered into two agreements which resulted in the creation of a direct financial obligation as follows: 2014 Amendment of the Credit Agreement. The 2014 Amendment provides for the following: Interest. Payments. Guarantees and Collateral. Restrictive Covenants. Financial Covenants. Events of Default. Second Lien Credit and Guaranty Agreement. The Second Lien Credit Agreement provides for the following: Interest. Payments. Termination. Restrictive Covenants. Events of Default. Revolving Credit Facility. The $101.25 million revolving credit line established in the Credit Agreement was unaltered by the agreements above and remains in place. The termination date for the $101.25 million revolving credit facility is the earliest to occur of (i) October 10, 2017, (ii) the date the revolving credit facility is permanently reduced to zero pursuant to section 2.13(b) of the Credit Agreement, which addresses voluntary commitment reductions and (iii) the date of the termination of the revolving credit facility due to specific events of default pursuant to section 8.01 of the Credit Agreement. The revolving credit line bears interest based on types of borrowings as follows: (i) unpaid principal at the Adjusted Eurodollar Rate (as defined in the Credit Agreement) plus 4.25% per annum or the Base Rate (as defined in the Credit Agreement) plus 3.25% per annum, (ii) letter of credit and fronting fees at 4.5% per annum, and (iii) commitment fee of 0.5% per annum on the unused revolver balance. The base rate as defined in the Credit Agreement at June 30, 2015 was 3.25%. Accordingly, with current base rate plus the applicable margin of 3.25%, total rate on unpaid principal through the Revolving Credit Facility was 6.5% at June 30, 2015. Senior Notes On April 6, 2010, we issued and sold $200 million of 10 3/8% senior unsecured notes due 2018 at a price of 98.680% (the “senior notes”). All payments of the senior notes, including principal and interest, were guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc., and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries. The senior notes were issued under an indenture dated April 6, 2010 (the “Indenture”), by and among Radnet Management, Inc., as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors thereof and U.S. Bank National Association, as trustee. We paid interest on the senior notes on April 1 We completed the retirement of our $200 million in senior notes on April 24, 2014 and following such retirement we completed the satisfaction and discharge of the Indenture. The transactions leading to the retirement of the senior notes are described below: Tender Offer. Exercise of Optional Redemption on March 25, 2014. |
2. ASSETS HELD FOR SALE
2. ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
ASSETS HELD FOR SALE | On August 7, 2015 we announced a proposed expansion of our existing New Jersey Imaging Networks (“NJIN”) joint venture, which includes NJIN’s acquisition of all of RadNet’s 10 wholly owned New Jersey imaging centers and one center owned by Barnabas Health. Under the terms of the purchase agreement, which is subject to customary conditions to closing, including the approval of certain New Jersey state licensure bodies, third party consents and consummation of acquisition financing and is expected to close in the third quarter, NJIN will pay RadNet a purchase price of $35.5 million. The company committed to the board approved plan for such sale prior to June 30, 2015. As such, the following assets are presented as assets held for sale as of June 30, 2015 (in thousands): Property and equipment, net $ 11,428 Goodwill 18,833 Intangible assets 755 Other assets 163 Total assets held for sale $ 31,179 |
3. FACILITY ACQUISITIONS
3. FACILITY ACQUISITIONS | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
FACILITY ACQUISITIONS | On April 15, 2015 we completed our acquisition of New York Radiology Partners (“NYRP”), consisting of eleven multi-modality imaging centers located in Manhattan, New York for cash consideration of $29.8 million and a note to seller of $1.5 million. The facilities provide a full range of radiology services including MRI, PET/CT, Mammography, Ultrasound, X-ray and other related services. We have made a preliminary fair value determination of the acquired assets and assumed liabilities. In total, RadNet acquired assets of $34.5 million, assumed equipment debt of $2.3 million, and assumed current liabilities of $891,000. Asset amounts acquired were $4.6 million in equipment, $12.0 million in leasehold improvements, $12.9 million in goodwill, $600,000 of other intangible assets, and $4.4 million of accounts receivable and other current assets. Current liabilities assumed related to accounts payable, payroll and other related short term obligations. Our preliminary fair value determination will be made final with the help of an outside valuation expert which we expect to have completed by the end of our third quarter of 2015. On May 1, 2015 we completed our acquisition of California Radiology consisting of six multi-modality imaging centers located in Los Angeles, California for cash consideration of $4.2 million. The facilities provide MRI, PET/CT, Ultrasound and X-ray services. We have made a fair value determination of the acquired assets and approximately $217,000 of equipment, $1.7 million of leasehold improvements, $34,000 in other assets, $100,000 of other intangible assets relating to a covenant not to compete contract and $2.1 million of goodwill were recorded with respect to this transaction. On June 1, 2015 we completed our acquisition of Healthcare Radiology and Diagnostic systems, PLLC, consisting of a single multi-modality imaging center located in the Bronx, NY area for cash consideration of $425,000. The facility provides MRI, CT, Ultrasound and X-ray services. We have made a fair value determination of net assets and approximately $134,500 of fixed assets and $290,500 of leasehold improvements were recorded. |
4. NEW ACCOUNTING STANDARDS
4. NEW ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING STANDARDS | In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2015-03 (“ASU 2015-03”), Interest – Imputation of Interest In February 2015, the FASB issued ASU No. 2015-02 (“ASU 2015-02”), Consolidation – Amendments to the Consolidation Analysis, In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers |
5. EARNINGS PER SHARE
5. EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
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 Six Months Ended June 30, June 30, 2015 2014 2015 2014 Net income (loss) attributable to RadNet, Inc.'s common stockholders $ 3,395 $ 5,144 $ (1,159 ) $ (7,280 ) BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 43,370,024 40,817,333 43,059,686 40,413,863 Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.08 $ 0.13 $ (0.03 ) $ (0.18 ) DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 43,370,024 40,817,333 43,059,686 40,413,863 Add nonvested restricted stock subject only to service vesting 897,892 1,019,930 – – Add additional shares issuable upon exercise of stock options and warrants 417,683 1,425,732 – – Weighted average number of common shares used in calculating diluted net income per share 44,685,599 43,262,995 43,059,686 40,413,863 Diluted net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.08 $ 0.12 $ (0.03 ) $ (0.18 ) For the six months ended June 30, 2015 and 2014 we excluded all outstanding options and restricted stock awards in the calculation of diluted earnings per share because their effect would be antidilutive. |
6. INVESTMENT IN JOINT VENTURES
6. INVESTMENT IN JOINT VENTURES | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN JOINT VENTURES | We have ten unconsolidated joint ventures where our ownership interests range from 35% to 50%. 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. The following table is a roll forward of our investment in joint ventures during the six months ended June 30, 2015 (in thousands): Balance as of December 31, 2014 $ 32,123 Equity in earnings in these joint ventures 4,309 Distribution of earnings (6,195 ) Equity contributions in existing joint ventures 265 Balance as of June 30, 2015 $ 30,502 We earned management service fees from the centers underlying these joint ventures of approximately $1.4 million and $2.2 million for the three months ended June 30, 2015 and 2014, respectively, and $3.8 million and $4.6 million for the six months ended June 30, 2015 and 2014, respectively. At the end of the period we eliminate from total fees recorded the uncollected portion of these fees that are associated with our ownership interests and offset this with an increase to our equity earnings. The following table is a summary of key financial data for these joint ventures as of June 30, 2015 (in thousands) and for the six months ended June 30, 2015 and 2014 (in thousands): Balance Sheet Data: June 30, 2015 Current assets $ 18,987 Noncurrent assets 48,583 Current liabilities (8,501 ) Noncurrent liabilities (5,144 ) Total net assets $ 53,925 Book value of RadNet joint venture interests $ 25,532 Cost in excess of book value of acquired joint venture interests 4,970 Total value of Radnet joint venture interests $ 30,502 Total book value of other joint venture partner interests $ 28,393 Income statement data for the six months ended June 30, 2015 2014 Net revenue $ 56,639 $ 48,835 Net income $ 9,476 $ 5,738 |
7. STOCK-BASED COMPENSATION
7. STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Equity Incentive Plans Options We have one long-term equity incentive plan which we refer to as the 2006 Equity Incentive Plan, which we amended and restated as of April 20, 2015 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 11, 2015. As of June 30, 2015, we have reserved for issuance under the Restated Plan 12,000,000 shares of common stock. We can issue options, stock awards, stock appreciation rights and cash awards under the Restated Plan. 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 two to five years and expire five to ten years from the date of grant. As of June 30, 2015, we had outstanding options to acquire 1,130,009 shares of our Common Stock, of which options to acquire 1,086,676 shares were exercisable. During the six months ended June 30, 2015, we did not grant any stock options under our Restated Plan. The following summarizes all of our stock option transactions during the six months ended June 30, 2015: Weighted Average Weighted Average Remaining Exercise price Contractual Aggregate Outstanding Options Per Common Life Intrinsic Under the Restated Plan Shares Share (in years) Value Balance, December 31, 2014 2,092,509 $ 3.58 Granted – – Exercised (937,500 ) 2.66 Canceled, forfeited or expired (25,000 ) 2.22 Balance, June 30, 2015 1,130,009 4.36 1.20 $ 3,216,338 Exercisable at June 30, 2015 1,086,676 4.46 1.11 3,014,838 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2015 and the exercise price, multiplied by the number of in-the-money options ) that would have been received by the holder had all holders exercised their options on June 30, 2015. Total intrinsic value of options exercised during the six months ended June 30, 2015 and 2014 was approximately $5.4 million and $5.9 million, respectively. As of June 30, 2015, total unrecognized stock-based compensation expense related to non-vested options was $25,000, which is expected to be recognized over a weighted average period of approximately 1.4 years. Restricted Stock Awards The Restated Plan permits the issuance of restricted stock awards (“RSA’s”). As of June 30, 2015, we have issued a total of 3,441,208 RSA’s, of which 2,600,013 RSA’s have previously vested and 841,195 RSA’s remained unvested at June 30, 2015. The following summarizes all unvested RSA activities during the six months ended June 30, 2015: Weighted- Average Remaining Weighted- Contractual Average Shares Term (Years) Fair Value RSA's outstanding at December 31, 2014 942,023 $ 1.96 Changes during the period Granted 724,423 $ 8.66 Vested (825,252 ) $ 4.45 RSA's outstanding at June 30, 2015 841,195 0.92 $ 5.28 We determine the fair value of all RSA’s based on the closing price of our common stock on the date of award. In sum, of the 12,000,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2015, we had 3,441,208 RSA’s (of which 841,195 shares were subject to further vesting), outstanding options to acquire 1,130,009 shares, and 3,915,042 shares of common stock available for future awards. We had previously granted options and other awards to acquire 3,513,741 shares which have been issued. |
8. FAIR VALUE MEASUREMENTS
8. FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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 table below summarizes the estimated fair value of our long-term debt as follows (in thousands): As of June 30, 2015 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans $ – $ 388,880 $ – $ 388,880 $ 389,367 2015 Incremental First – 73,920 – 73,920 74,013 Second Lien Term Loans – 176,400 $ – 176,400 180,000 As of December 31, 2014 Level 1 Level 2 Level 3 Total Total Face Value First Lien Term Loans $ – $ 394,753 $ – $ 394,753 $ 399,750 Second Lien Term Loans – 178,200 – 178,200 180,000 The carrying value of our revolving credit facility at December 31, 2014 of $15.3 million, respectively, approximated its fair value. There was no revolving credit facility balance at June 30, 2015. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities 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 capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. |
9. SUBSEQUENT EVENTS
9. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On August 3, 2015 we sold a 25% interest in two of our wholly owned multi-modality imaging centers located in Owings Mills and Baltimore, Maryland for approximately $5.0 million to Lifebridge Health, Inc. (“Lifebridge”). This transaction resulted in the formation of a partnership with Lifebridge under the name of Baltimore county Radiology, LLC. |
1. NATURE OF BUSINESS AND BAS17
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | We provide diagnostic imaging services including magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. At June 30, 2015 we operated directly or indirectly through joint ventures, 276 imaging centers located in California, Maryland, Florida, Delaware, New Jersey, Rhode Island and New York. Our operations comprise a single segment for financial reporting purposes. The condensed consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”). The condensed consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc., Radiologix, Inc., Radnet Managed Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (“DIS”), all wholly owned subsidiaries of Radnet Management. All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report. Accounting Standards Codification (“ASC”) Section 810-10-15-14 stipulates 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 specified in the ASC which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we own a majority voting interest and all VIEs for 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. Howard G. Berger, M.D. is our President and Chief Executive Officer, and Chairman of our Board of Directors. Dr. Berger owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at the majority of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups. BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc., each of which is 99% or 100% owned by Dr. Berger. We contract with seven medical groups which provide professional medical services at all of our facilities in Manhattan and Brooklyn, New York. These contracts are similar to our contract with BRMG. Four of these groups are owned by John V Crues, III, M.D., RadNet’s Medical Director, a member of our Board of Directors and a 1% owner of BRMG. Dr. Berger owns a controlling interest in two of these medical groups which provide professional medical services at one of our Manhattan facilities. RadNet provides non-medical, technical and administrative services to BRMG and the seven medical groups mentioned above (“NY Groups”) for which it receives a management fee, pursuant to the related management agreements. Through these management agreements we have exclusive authority over all non-medical decision-making related to the ongoing business operations of BRMG and the NY Groups and we determine the annual budget of BRMG and the NY Groups. BRMG and the NY Groups both have insignificant operating assets and liabilities, and de minimis equity. These management agreements are designed such that all net cash flows of both BRMG and the NY Groups are transferred to us. We have determined that BRMG and the NY Groups are VIEs, and that we are the primary beneficiary, and consequently, we consolidate the revenue, expenses, assets and liabilities of each such entity. These VIE’s on a combined basis recognized $28.2 million and $21.4 million of revenue, net of management service fees to RadNet for the three months ended June 30, 2015 and 2014, respectively, and $28.2 million and $21.4 million of operating expenses for the three months ended June 30, 2015 and 2014, respectively. RadNet, Inc. recognized in its condensed consolidated statement of operations $114.9 million and $92.6 million of total billed net service fee revenue relating to these VIE’s for the three months ended June 30, 2015 and 2014, respectively, of which $86.7 million and $71.2 million was for management services provided to these VIE’s relating primarily to the technical portion of total billed net service fee revenue for the three months ended June 30, 2015 and 2014, respectively. These VIE’s on a combined basis recognized $53.7 million and $42.0 million of revenue, net of management service fees to RadNet for the six months ended June 30, 2015 and 2014, respectively, and $53.7 million and $42.0 million of operating expenses for the six months ended June 30, 2015 and 2014, respectively. RadNet recognized in its condensed consolidated statement of operations $213.9 million and $181.6 million of total billed net service fee revenue relating to these VIE’s for the six months ended June 30, 2015 and 2014, respectively, of which $160.2 million and $139.6 million was for management services provided to these VIE’s relating primarily to the technical portion of total billed net service fee revenue for the six months ended June 30, 2015 and 2014, respectively. The cash flows of these VIE’s are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation. In our consolidated balance sheets at June 30, 2015 and December 31, 2014, we have included approximately $89.7 million and $79.7 million, respectively, of accounts receivable and approximately $9.1 million and $9.0 million, respectively, of accounts payable and accrued liabilities, related to these VIE’s combined. The creditors of each of these VIE’s do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of any of these VIE’s. However, because of the relationship RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. At all of our centers, aside from certain centers in California and centers in New York City where we contract with BRMG and the NY Groups for the provision of professional medical services, we have entered into long-term contracts with independent radiology groups in the area to provide physician services at those facilities. These third party radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers. The radiology practices maintain full control over the provision of professional services. In these facilities we enter into long-term agreements with radiology practice groups (typically 40 years). Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee intended to compensate us for the fair market value of our services which in some instances may be based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers. We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures. The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees paid to us. We have no financial controlling interest in the independent (non-BRMG or non-NY Groups) radiology practices; accordingly, we do not consolidate the financial statements of those practices in our consolidated financial statements. 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 our 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, 2015 and 2014 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, 2014, filed on March 16, 2015, as amended. |
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, 2014, as amended. The information below is intended only to supplement the disclosure in our annual report. |
Revenues | Revenues Service fee revenue, net of contractual allowances and discounts, consists of net patient fees received from various payors and patients themselves based mainly upon established contractual billing rates, less allowances for contractual adjustments. As it relates to centers affiliated with both BRMG and the NY Entity, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the NY Entity as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees from BRMG and the NY Entity. As it relates to non-BRMG and NY Entity centers, this service fee revenue is earned through providing the administration of the non-medical functions relating to the professional medical practice at our non-BRMG and NY Entity centers, including among other functions, provision of 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. Service fee revenues are recorded during the period the patient services are provided based upon the estimated amounts due from the patients and third-party payors. Third-party payors include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances under managed care health plans are based upon the payment terms specified in the related contractual agreements. Contractual payment terms in managed care agreements are generally based upon predetermined rates per discounted fee-for-service rates. We also record a provision for doubtful accounts (based primarily on historical collection experience) related to patients and copayment and deductible amounts for patients who have health care coverage under one of our third-party payors. 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 revenue, net of contractual allowances, discounts and provision for bad debts for the three and six months ended June 30, 2015 and 2014 is summarized in the following table (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Commercial insurance $ 117,107 $ 104,901 $ 216,872 $ 204,977 Medicare 42,088 39,412 79,172 77,317 Medicaid 5,974 6,230 11,469 12,049 Workers' compensation/personal injury 8,130 7,853 15,559 15,034 Other 15,104 10,279 30,361 18,061 Service fee revenue, net of contractual allowances and discounts 188,403 168,675 353,433 327,438 Provision for bad debts (8,387 ) (7,520 ) (15,862 ) (14,413 ) Net service fee revenue 180,016 161,155 337,571 313,025 Revenue under capitation arrangements 24,273 17,927 47,985 34,933 Total net revenue $ 204,289 $ 179,082 $ 385,556 $ 347,958 |
Provision for Bad Debts | Provision for Bad Debts We provide for an allowance against accounts receivable that could become uncollectible to reduce the carrying value of such receivables to their estimated net realizable value. We estimate this allowance based on the aging of our accounts receivable by each type of payer over an 18-month look-back period, and other relevant factors. A significant portion of our provision for bad debt relates to co-payments and deductibles owed to us from patients with insurance. Although we attempt to collect deductibles and co-payments due from patients with insurance at the time of service, this attempt to collect at the time of service is not an assessment of the patientÂ’s ability to pay nor are revenues recognized based on an assessment of the patientÂ’s ability to pay. There are various factors that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends and our estimation process. |
Deferred Tax Assets | Deferred Tax Assets 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, including tax planning strategies, in determining whether our net deferred tax assets are more likely than not to be realized. |
Deferred Financing Costs | Deferred Financing Costs Costs of financing are deferred and amortized on a straight-line basis over the life of the associated loan, which approximates the effective interest rate method. |
Meaningful Use Incentive | Meaningful Use Incentive Under the American Recovery and Reinvestment Act of 2009, a program was enacted that provides financial incentives for providers that successfully implement and utilize electronic health record technology to improve patient care. Our software development team in Canada established an objective to build a Radiology Information System (RIS) software platform that has been awarded Meaningful Use certification. As this certified RIS system is implemented throughout our imaging centers, the radiologists that utilize this software will be eligible for the available financial incentives. In order to receive such incentive payments providers must attest that they have demonstrated meaningful use of the certified RIS in each stage of the program. Once an attestation is accepted by Medicare, payments will be made in four to eight weeks to the same taxpayer identification number and through the same channels as their claims payments are made. We account for this meaningful use incentive under the Gain Contingency Model outlined in ASC 450-30. Under this model, we record within non-operating income, meaningful use incentive only after Medicare accepts an attestation from the qualified eligible professional demonstrating meaningful use. We recorded approximately $3.3 million and $1.8 million during the six months ended June 30, 2015, and 2014, respectively, relating to this incentive. |
Liquidity and Capital Resources | Liquidity and Capital Resources We had cash and cash equivalents of $5.3 million and accounts receivable of $156.0 million at June 30, 2015, compared to cash and cash equivalents of $307,000 and accounts receivable of $148.2 million at December 31, 2014. We had a working capital balance of $115.1 million and $58.7 million at June 30, 2015 and December 31, 2014, respectively. We had net income attributable to RadNet, Inc. common stockholders for the three months ended June 30, 2015 and 2014 of $3.4 million and $5.1 million respectively, and net loss attributable to RadNet, Inc common stockholders for the six months ended June 30, 2015 and 2014 of $1.2 million and $7.3 million, respectively. We had stockholders’ equity of $10.2 million and $5.4 million at June 30, 2015 and December 31, 2014, respectively. We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings from our senior secured credit facilities, will be adequate to meet our liquidity needs. Our future liquidity requirements will be for working capital, capital expenditures, debt service and general corporate purposes. Our ability to meet our working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If we are not able to meet such requirements, we may be required to seek additional financing. There can be no assurance that we will be able to obtain financing from other sources on terms acceptable to us, if at all. On a continuing basis, we also consider various transactions to increase shareholder value and enhance our business results, including acquisitions, divestitures and joint ventures. These types of transactions may result in future cash proceeds or payments but the general timing, size or success of any acquisition, divestiture or joint venture effort and the related potential capital commitments cannot be predicted. We expect to fund any future acquisitions primarily with cash flow from operations and borrowings, including borrowing from amounts available under our senior secured credit facilities or through new equity or debt issuances. We and our subsidiaries or affiliates may from time to time, in our or their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise. Included in our condensed consolidated balance sheet at June 30, 2015 is $632.3 million of senior secured term loan debt (net of unamortized discounts of $11.1 million), broken down by loan agreement as follows (in thousands): As of June 30, 2015 Face Value Discount Total Carrying Value First Lien Term Loans $ 389,367 $ (8,061 ) $ 381,306 2015 Incremental First 74,013 (570 ) 73,443 Second Lien Term Loans 180,000 (2,451 ) 177,549 Total $ 643,380 $ (11,082 ) $ 632,298 Our revolving credit facility had a $0 aggregate principal amount outstanding as of June 30, 2015. As of June 30, 2015, we were in compliance with all financial covenants under our Credit Agreement, as modified by the 2015 Incremental First Lien Term Loan, and the Second Lien Credit Agreement, each as defined below. 2015 Incremental First Lien Term Loan On April 30, 2015, we entered into a joinder agreement to our existing Credit Agreement (the "2015 Incremental First Lien Term Loan Joinder") to provide for the borrowing of $75.0 million of incremental first lien term loans (“2015 Incremental First Lien Term Loans”). The 2015 Incremental First Lien Term Loans are treated as part of the same class as the existing tranche B term loans currently outstanding under the Credit Agreement. We used the proceeds from the 2015 Incremental First Lien Term Loans to repay all of the borrowings outstanding under the first lien revolving loan facility and to pay approximately $1.1 million of fees and expenses associated with the transaction. Interest. Payments. Maturity Date. 2014 Amendment to the Credit Agreement and Second Lien Credit Agreement On March 25, 2014, Radnet Management simultaneously entered into two agreements which resulted in the creation of a direct financial obligation as follows: 2014 Amendment of the Credit Agreement. The 2014 Amendment provides for the following: Interest. Payments. Guarantees and Collateral. Restrictive Covenants. Financial Covenants. Events of Default. Second Lien Credit and Guaranty Agreement. The Second Lien Credit Agreement provides for the following: Interest. Payments. Termination. Restrictive Covenants. Events of Default. Revolving Credit Facility. The $101.25 million revolving credit line established in the Credit Agreement was unaltered by the agreements above and remains in place. The termination date for the $101.25 million revolving credit facility is the earliest to occur of (i) October 10, 2017, (ii) the date the revolving credit facility is permanently reduced to zero pursuant to section 2.13(b) of the Credit Agreement, which addresses voluntary commitment reductions and (iii) the date of the termination of the revolving credit facility due to specific events of default pursuant to section 8.01 of the Credit Agreement. The revolving credit line bears interest based on types of borrowings as follows: (i) unpaid principal at the Adjusted Eurodollar Rate (as defined in the Credit Agreement) plus 4.25% per annum or the Base Rate (as defined in the Credit Agreement) plus 3.25% per annum , (ii) letter of credit and fronting fees at 4.5% per annum, and (iii) commitment fee of 0.5% per annum on the unused revolver balance. The base rate as defined in the Credit Agreement at June 30, 2015 was 3.25%. Accordingly, with current base rate plus the applicable margin of 3.25%, total rate on unpaid principal through the Revolving Credit Facility was 6.5% at June 30, 2015. Senior Notes On April 6, 2010, we issued and sold $200 million of 10 3/8% senior unsecured notes due 2018 at a price of 98.680% (the “senior notes”). All payments of the senior notes, including principal and interest, were guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc., and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries. The senior notes were issued under an indenture dated April 6, 2010 (the “Indenture”), by and among Radnet Management, Inc., as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors thereof and U.S. Bank National Association, as trustee. We paid interest on the senior notes on April 1 We completed the retirement of our $200 million in senior notes on April 24, 2014 and following such retirement we completed the satisfaction and discharge of the Indenture. The transactions leading to the retirement of the senior notes are described below: Tender Offer. Exercise of Optional Redemption on March 25, 2014. |
1. NATURE OF BUSINESS AND BAS18
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Service fee revenue | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Commercial insurance $ 117,107 $ 104,901 $ 216,872 $ 204,977 Medicare 42,088 39,412 79,172 77,317 Medicaid 5,974 6,230 11,469 12,049 Workers' compensation/personal injury 8,130 7,853 15,559 15,034 Other 15,104 10,279 30,361 18,061 Service fee revenue, net of contractual allowances and discounts 188,403 168,675 353,433 327,438 Provision for bad debts (8,387 ) (7,520 ) (15,862 ) (14,413 ) Net service fee revenue 180,016 161,155 337,571 313,025 Revenue under capitation arrangements 24,273 17,927 47,985 34,933 Total net revenue $ 204,289 $ 179,082 $ 385,556 $ 347,958 |
Loans | As of June 30, 2015 Face Value Discount Total Carrying Value First Lien Term Loans $ 389,367 $ (8,061 ) $ 381,306 2015 Incremental First 74,013 (570 ) 73,443 Second Lien Term Loans 180,000 (2,451 ) 177,549 Total $ 643,380 $ (11,082 ) $ 632,298 |
2. ASSETS HELD FOR SALE (Tables
2. ASSETS HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Assets held for sale | Property and equipment, net $ 11,428 Goodwill 18,833 Intangible assets 755 Other assets 163 Total assets held for sale $ 31,179 |
5. EARNINGS PER SHARE (Tables)
5. EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Net income (loss) attributable to RadNet, Inc.'s common stockholders $ 3,395 $ 5,144 $ (1,159 ) $ (7,280 ) BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 43,370,024 40,817,333 43,059,686 40,413,863 Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.08 $ 0.13 $ (0.03 ) $ (0.18 ) DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 43,370,024 40,817,333 43,059,686 40,413,863 Add nonvested restricted stock subject only to service vesting 897,892 1,019,930 – – Add additional shares issuable upon exercise of stock options and warrants 417,683 1,425,732 – – Weighted average number of common shares used in calculating diluted net income per share 44,685,599 43,262,995 43,059,686 40,413,863 Diluted net income (loss) per share attributable to RadNet, Inc.'s common stockholders $ 0.08 $ 0.12 $ (0.03 ) $ (0.18 ) |
6. INVESTMENT IN JOINT VENTUR21
6. INVESTMENT IN JOINT VENTURES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in joint ventures | Balance as of December 31, 2014 $ 32,123 Equity in earnings in these joint ventures 4,309 Distribution of earnings (6,195 ) Equity contributions in existing joint ventures 265 Balance as of June 30, 2015 $ 30,502 |
Key financial data in joint ventures | Balance Sheet Data: June 30, 2015 Current assets $ 18,987 Noncurrent assets 48,583 Current liabilities (8,501 ) Noncurrent liabilities (5,144 ) Total net assets $ 53,925 Book value of RadNet joint venture interests $ 25,532 Cost in excess of book value of acquired joint venture interests 4,970 Total value of Radnet joint venture interests $ 30,502 Total book value of other joint venture partner interests $ 28,393 |
7. STOCK-BASED COMPENSATION (Ta
7. STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock option activity | Weighted Average Weighted Average Remaining Exercise price Contractual Aggregate Outstanding Options Per Common Life Intrinsic Under the Restated Plan Shares Share (in years) Value Balance, December 31, 2014 2,092,509 $ 3.58 Granted – – Exercised (937,500 ) 2.66 Canceled, forfeited or expired (25,000 ) 2.22 Balance, June 30, 2015 1,130,009 4.36 1.20 $ 3,216,338 Exercisable at June 30, 2015 1,086,676 4.46 1.11 3,014,838 |
Restricted Stock Awards activity | Weighted- Average Remaining Weighted- Contractual Average Shares Term (Years) Fair Value RSA's outstanding at December 31, 2014 942,023 $ 1.96 Changes during the period Granted 724,423 $ 8.66 Vested (825,252 ) $ 4.45 RSA's outstanding at June 30, 2015 841,195 0.92 $ 5.28 |
8. FAIR VALUE MEASUREMENTS (Tab
8. FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | The table below summarizes the estimated fair value of our long-term debt as follows (in thousands): As of June 30, 2015 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans $ – $ 388,880 $ – $ 388,880 $ 389,367 2015 Incremental First – 73,920 – 73,920 74,013 Second Lien Term Loans – 176,400 $ – 176,400 180,000 As of December 31, 2014 Level 1 Level 2 Level 3 Total Total Face Value First Lien Term Loans $ – $ 394,753 $ – $ 394,753 $ 399,750 Second Lien Term Loans – 178,200 – 178,200 180,000 |
1. NATURE OF BUSINESS AND BAS24
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details - Revenue) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Commercial Insurance | $ 117,107 | $ 104,901 | $ 216,872 | $ 204,977 |
Medicare | 42,088 | 39,412 | 79,172 | 77,317 |
Medicaid | 5,974 | 6,230 | 11,469 | 12,049 |
Workers Compensation/Personal Injury | 8,130 | 7,853 | 15,559 | 15,034 |
Other | 15,104 | 10,279 | 30,361 | 18,061 |
Service fee revenue, net of contractual allowances and discounts | 188,403 | 168,675 | 353,433 | 327,438 |
Provision for bad debts | (8,387) | (7,520) | (15,862) | (14,413) |
Net service fee revenue | 180,016 | 161,155 | 337,571 | 313,025 |
Revenue under capitation arrangements | 24,273 | 17,927 | 47,985 | 34,933 |
Total net revenue | $ 204,289 | $ 179,082 | $ 385,556 | $ 347,958 |
1. NATURE OF BUSINESS (Details
1. NATURE OF BUSINESS (Details - Notes payable) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
First Lien Term Loan | ||
Term loans face value | $ 389,367 | $ 399,750 |
Term loans discount | (8,061) | |
Term loan carrying value | 381,306 | |
2015 Incremental First | ||
Term loans face value | 74,013 | |
Term loans discount | (570) | |
Term loan carrying value | 73,443 | |
Second Lien Term Loans | ||
Term loans face value | 180,000 | $ 180,000 |
Term loans discount | (2,451) | |
Term loan carrying value | 177,549 | |
Short-term Debt [Member] | ||
Term loans face value | 643,380 | |
Term loans discount | (11,082) | |
Term loan carrying value | $ 632,298 |
1. NATURE OF BUSINESS AND BAS26
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
BRMG and B&C Entities revenues | $ 28,200 | $ 21,400 | $ 53,700 | $ 42,000 | |
BRMG and B&C Entities operating expenses | 28,200 | 21,400 | 53,700 | 42,000 | |
Total billed net service fee revenue | 114,900 | 92,600 | 213,900 | 181,600 | |
Management services provided to BRMG and B&C Entities | 86,700 | 71,200 | 160,200 | 139,600 | |
BRMG and B&C Entities accounts receivable | 89,700 | 89,700 | $ 79,700 | ||
BRMG and B&C Entities accounts payable | 9,100 | 9,100 | 9,000 | ||
Meaningful use incentive | 0 | $ 0 | (3,270) | $ (1,762) | |
Working capital | 115,100 | 115,100 | 58,700 | ||
Senior notes | 623,300 | 623,300 | |||
Line of credit balance outstanding | 0 | 0 | $ 15,300 | ||
Revolving Credit Facility | |||||
Line of credit maximum borrowing amount | 101,250 | $ 101,250 | |||
Debt interest rate | The base rate as defined in the Credit Agreement at June 30, 2015 was 3.25%. Accordingly, with current base rate plus the applicable margin of 3.25%, total rate on unpaid principal through the Revolving Credit Facility was 6.5% at June 30, 2015. | ||||
2015 Incremental First | |||||
Line of credit maximum borrowing amount | 75,000 | $ 75,000 | |||
Payments of loan fees | $ 1,100 | ||||
Debt interest rate | The interest rates payable on the 2015 Incremental First Lien Term Loans are the same rates currently payable on the existing tranche B term loans under the amended Credit Agreement, which is (a) the Adjusted Eurodollar Rate (as defined in the Credit Agreement) plus 3.25% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 2.25% per annum. As applied to the first lien tranche B term loans, the Adjusted Eurodollar Rate has a minimum floor of 1.0%. The Adjusted Eurodollar Rate at June 30, 2015 was 0.44%. | ||||
Payment frequency | The scheduled quarterly amortization of the 2015 Incremental First Lien Term Loans is $987,000, beginning in June 2015. | ||||
Debt maturity date | The maturity date for the 2015 Incremental First Lien Term Loans shall be on the earlier to occur of (i) October 10, 2018, and (ii) the date on which the 2015 Incremental First Lien Term Loans shall otherwise become due and payable in full under the Credit Agreement, whether by acceleration or otherwise. | ||||
First Lien Term Loan | |||||
Line of credit maximum borrowing amount | 30,000 | $ 30,000 | |||
Debt interest rate | The interest rates payable on the 2014 First Lien Term Loans are the same as the rates payable under the Credit Agreement, which are (a) the Adjusted Eurodollar Rate (as defined in the Credit Agreement) plus 3.25% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 2.25% per annum. With respect to all of the term loans under the Credit Agreement, the Adjusted Eurodollar Rate has a minimum floor of 1.0%. The Adjusted Eurodollar Rate at June 30, 2015 was 0.44%. | ||||
Payment frequency | The scheduled amortization of the term loans under the Credit Agreement increased, starting in June 2014 from quarterly payments of $975,000 to quarterly payments of approximately $5.2 million, with the remaining balance to be paid at maturity. Scheduled amortization payments increased by $16.8 million from pre-2014 Amendment terms, representing a rise from 1% per annum to 5% per annum of the initial amount borrowed. In connection with the 2015 Incremental First Lien Term Loans, the scheduled quarterly amortization for the term loans under the Credit Agreement, including the 2015 Incremental First Lien Term Loans, was increased by $987,000 to approximately $6.2 million, beginning in June 2015. | ||||
Second Lien Term Loans | |||||
Line of credit maximum borrowing amount | $ 180,000 | $ 180,000 | |||
Debt interest rate | The interest rates payable on the Second Lien Term Loans are (a) the Adjusted Eurodollar Rate (as defined in the Second Lien Credit Agreement) plus 7.0% per annum or (b) the Base Rate (as defined in the Second Lien Credit Agreement) plus 6.0% per annum. The Adjusted Eurodollar Rate has a minimum floor of 1.0% on the Second Lien Term Loans. The Eurodollar Rate at June 30, 2015 was 0.44%. The rate paid on the Second Lien Credit Agreement at June 30, 2015 was 8%. | ||||
Payment frequency | There is no scheduled amortization of the principal of the Second Lien Term Loans. Unless otherwise prepaid as a result of the occurrence of certain mandatory prepayment events, all principal will be due and payable on the termination date described below. | ||||
Debt maturity date | The maturity date for the Second Lien Term Loans is the earlier to occur of (i) March 25, 2021, and (ii) the date on which the Second Lien Term Loans shall otherwise become due and payable in full under the Second Lien Credit Agreement, whether by voluntary prepayment per section 2.13(a) or events of default per section 8.01 as described below. |
2. ASSETS HELD FOR SALE (Detail
2. ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property and equipment, net | $ 225,867 | $ 223,127 |
Goodwill | 196,672 | 200,304 |
Intangible assets | 46,000 | 47,624 |
Total assets held for sale | 31,179 | $ 0 |
NJIN | ||
Property and equipment, net | 11,428 | |
Goodwill | 18,833 | |
Intangible assets | 755 | |
Other assets | 163 | |
Total assets held for sale | $ 31,179 |
3. FACILITY ACQUISITIONS (Detai
3. FACILITY ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill | $ 196,672 | $ 200,304 |
NYRP | ||
Cash consideration paid | 29,800 | |
Note issued | 1,500 | |
Assets acquired | 34,500 | |
Assumed equipment debt | 2,300 | |
Assumed current liabilities | 891 | |
Equipment acquired | 4,600 | |
Leasehold improvements acquired | 12,000 | |
Goodwill | 12,900 | |
Other intangible assets | 600 | |
Accounts receivable and other current assets | 4,400 | |
California Radiology | ||
Cash consideration paid | 4,200 | |
Equipment acquired | 217 | |
Leasehold improvements acquired | 1,700 | |
Goodwill | 2,100 | |
Other intangible assets | 100 | |
Other assets | 34 | |
Healthcare Radiology | ||
Cash consideration paid | 425 | |
Leasehold improvements acquired | 290 | |
Fixed assets | $ 134 |
5. EARNINGS PER SHARE (Details)
5. EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to RadNet, Inc.'s common stockholders | $ 3,395 | $ 5,144 | $ (1,159) | $ (7,280) |
BASIC NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding during the period | 43,370,024 | 40,817,333 | 43,059,686 | 40,413,863 |
Basic net income (loss) per share attributable to RadNet, Inc.'s common stockholders | $ .08 | $ .13 | $ (.03) | $ (.18) |
DILUTED NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average number of common shares outstanding during the period | 44,685,599 | 43,262,995 | 43,059,686 | 40,413,863 |
Add nonvested restricted stock subject only to service vesting | 897,892 | 1,019,930 | 0 | 0 |
Add additional shares issuable upon exercise of stock options and warrants | 417,683 | 1,425,732 | 0 | 0 |
Weighted average number of common shares used in calculating diluted net income per share | 44,685,599 | 43,262,995 | 43,059,686 | 40,413,863 |
Diluted net income (loss) per share attributable to RadNet, Inc.'s common stockholders | $ .08 | $ .12 | $ (.03) | $ (.18) |
6. INVESTMENT IN JOINT VENTUR30
6. INVESTMENT IN JOINT VENTURES (Details-Joint ventures) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Beginning balance | $ 32,123 | |||
Equity earnings in these joint ventures | $ 3,207 | $ 1,646 | 4,309 | $ 2,713 |
Distribution of earnings | (6,195) | $ (5,041) | ||
Equity contributions in existing joint ventures | 265 | |||
Ending balance | $ 30,502 | $ 30,502 |
6. INVESTMENT IN JOINT VENTUR31
6. INVESTMENT IN JOINT VENTURES (Details-Key financial data) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Key financial data for joint ventures | |||
Current assets - joint ventures | $ 18,987 | ||
Noncurrent assets - joint ventures | 48,583 | ||
Current liabilities - joint ventures | (8,501) | ||
Noncurrent liabilities - joint ventures | (5,144) | ||
Total net assets -joint ventures | 53,925 | ||
Book value of Radnet joint venture interests | 25,532 | ||
Cost in excess of book value of acquired joint venture interests | 4,970 | ||
Total value of Radnet joint venture interests | 30,502 | $ 32,123 | |
Total book value of other joint venture partner interests | 28,393 | ||
Net revenue | 56,639 | $ 48,835 | |
Net income | $ 9,476 | $ 5,738 |
6. INVESTMENT IN JOINT VENTUR32
6. INVESTMENT IN JOINT VENTURES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Management service fees from centers underlying joint ventures | $ 1,400 | $ 2,200 | $ 3,800 | $ 4,600 |
7. STOCK-BASED COMPENSATION (De
7. STOCK-BASED COMPENSATION (Details-Outstanding options and warrants) - 6 months ended Jun. 30, 2015 - Stock Options - USD ($) | Total |
STOCK BASED COMPENSATION | |
Begining Balance | 2,092,509 |
Granted | 0 |
Exercised | (937,500) |
Canceled or expired | (25,000) |
Ending Balance | 1,130,009 |
Exercisable at the end | 1,086,676 |
Weighted Average Exercise price Per Common Share | |
Begining Balance | $ 3.58 |
Granted | |
Exercised | $ 2.66 |
Canceled or expired | 2.22 |
Ending Balance | 4.36 |
Exercisable at the end | $ 4.46 |
Weighted Average Remaining Contractual Life | |
Ending Balance | 1 year 2 months 12 days |
Exercisable at the end | 1 year 1 month 10 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ 3,216,338 |
Aggregate value exercisable | $ 3,014,838 |
7. STOCK-BASED COMPENSATION (34
7. STOCK-BASED COMPENSATION (Details - RSU's) - 6 months ended Jun. 30, 2015 - RestrictedStockMember - $ / shares | Total |
RSA's outstanding, beginning balance | 942,023 |
RSA's granted | 724,423 |
RSA's vested | (825,252) |
RSA's outstanding, ending balance | 841,195 |
Weighted-Average Remaining Contractual Term | 11 months 1 day |
Weighted-average fair value, beginning balance | $ 1.96 |
Weighted-average fair value, granted | 8.66 |
Weighted-average fair value, vested | 4.45 |
Weighted-average fair value, ending balance | $ 5.28 |
7. STOCK-BASED COMPENSATION (35
7. STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Common stock issued upon exercise of options and other awards | 3,513,741 | |
Stock Options | ||
Shares authorized under plan | 12,000,000 | |
Aggregate intrinsic value | $ 5,400 | $ 5,900 |
Unrecognized stock-based compensation expense | $ 25 | |
Unrecognized expense weighted average period | 1 year 4 months 24 days | |
RestrictedStockMember | ||
Total shares issued | 3,441,208 | |
RSA's previously vested | 2,600,013 |
8. FAIR VALUE MEASUREMENTS (Det
8. FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
First Lien Term Loan | ||
FAIR VALUE MEASUREMENTS | ||
Term loans face value | $ 389,367 | $ 399,750 |
2015 Incremental First | ||
FAIR VALUE MEASUREMENTS | ||
Term loans face value | 74,013 | |
Second Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Term loans face value | 180,000 | 180,000 |
Level 1 | First Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | 0 |
Level 1 | 2015 Incremental First | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | |
Level 1 | Second Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | 0 |
Level 2 | First Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 388,880 | 394,753 |
Level 2 | 2015 Incremental First | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 73,920 | |
Level 2 | Second Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 176,400 | 178,200 |
Level 3 | First Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | 0 |
Level 3 | 2015 Incremental First | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | |
Level 3 | Second Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 0 | 0 |
Total Fair Value | First Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 388,880 | 394,753 |
Total Fair Value | 2015 Incremental First | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | 73,920 | |
Total Fair Value | Second Lien Term Loans | ||
FAIR VALUE MEASUREMENTS | ||
Long-Term Debt fair value | $ 176,400 | $ 178,200 |
8. FAIR VALUE MEASUREMENTS (D37
8. FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Line of credit | $ 0 | $ 15,300 |