Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
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, 2017 | |
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 | 47,266,352 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 12,707 | $ 20,638 |
Accounts receivable, net | 170,155 | 164,210 |
Due from affiliates | 3,087 | 2,428 |
Prepaid expenses and other current assets | 21,702 | 28,435 |
Assets held for sale | 0 | 2,203 |
Total current assets | 207,651 | 217,914 |
PROPERTY AND EQUIPMENT, NET | 253,179 | 247,725 |
OTHER ASSETS | ||
Goodwill | 244,464 | 239,553 |
Other intangible assets | 41,506 | 42,682 |
Deferred financing costs | 1,806 | 2,004 |
Investment in joint ventures | 48,500 | 43,509 |
Deferred tax assets, net of current portion | 48,416 | 50,356 |
Deposits and other | 6,298 | 5,733 |
Total assets | 851,820 | 849,476 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other | 107,452 | 111,166 |
Due to affiliates | 12,079 | 13,141 |
Deferred revenue | 1,961 | 1,516 |
Current portion of deferred rent | 2,991 | 2,961 |
Current portion of notes payable | 21,933 | 22,031 |
Current portion of obligations under capital leases | 5,384 | 4,526 |
Total current liabilities | 151,800 | 155,341 |
LONG-TERM LIABILITIES | ||
Deferred rent, net of current portion | 26,429 | 24,799 |
Notes payable, net of current portion | 598,020 | 609,445 |
Obligations under capital lease, net of current portion | 3,632 | 2,730 |
Other non-current liabilities | 8,290 | 5,108 |
Total liabilities | 788,171 | 797,423 |
STOCKHOLDERS' EQUITY | ||
Common stock - $.0001 par value, 200,000,000 shares authorized; 47,266,352, and 46,574,904 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 4 | 4 |
Additional Paid-in-capital | 204,417 | 198,387 |
Accumulated other comprehensive (loss) gain | (1,394) | 306 |
Accumulated deficit | (146,111) | (150,211) |
Total RadNet, Inc.'s stockholders' equity | 56,916 | 48,486 |
Noncontrolling interests | 6,733 | 3,567 |
Total equity | 63,649 | 52,053 |
Total liabilities and equity | $ 851,820 | $ 849,476 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock - par value (in Dollars per share) | $ 0.0001 | $ .0001 |
Common stock - shares authorized | 200,000,000 | 200,000,000 |
Common stock - shares issued | 47,266,352 | 46,574,904 |
Common stock - shares outstanding | 47,266,352 | 46,574,904 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
NET REVENUE | ||||
Service fee revenue, net of contractual allowances and discounts | $ 214,056 | $ 203,759 | $ 426,806 | $ 404,601 |
Provision for bad debts | (11,854) | (12,326) | (23,500) | (22,630) |
Net service fee revenue | 202,202 | 191,433 | 403,306 | 381,971 |
Revenue under capitation arrangements | 27,812 | 27,132 | 55,721 | 52,982 |
Total net revenue | 230,014 | 218,565 | 459,027 | 434,953 |
OPERATING EXPENSES | ||||
Cost of operations, excluding depreciation and amortization | 198,611 | 194,062 | 404,065 | 390,888 |
Depreciation and amortization | 16,612 | 15,811 | 33,266 | 32,223 |
Loss on sale and disposal of equipment | 453 | 441 | 408 | 441 |
Severance costs | 177 | 173 | 380 | 340 |
Total operating expenses | 215,853 | 210,487 | 438,119 | 423,892 |
INCOME FROM OPERATIONS | 14,161 | 8,078 | 20,908 | 11,061 |
OTHER INCOME AND EXPENSES | ||||
Interest expense | 10,303 | 10,745 | 20,543 | 21,426 |
Meaningful use incentive | 0 | 0 | (250) | (2,808) |
Equity in earnings of joint ventures | (2,994) | (3,274) | (4,922) | (5,553) |
Gain on sale of imaging centers | (2,301) | 0 | (2,301) | 0 |
Gain on return of common stock | 0 | (5,032) | 0 | (5,032) |
Other expenses | 7 | 4 | 10 | 6 |
Total other expenses | 5,015 | 2,443 | 13,080 | 8,039 |
INCOME BEFORE INCOME TAXES | 9,146 | 5,635 | 7,828 | 3,022 |
Provision for income taxes | (3,523) | (2,256) | (3,065) | (750) |
NET INCOME | 5,623 | 3,379 | 4,763 | 2,272 |
Net income (loss) attributable to noncontrolling interests | 313 | (243) | 663 | 47 |
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 5,310 | $ 3,622 | $ 4,100 | $ 2,225 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 0.11 | $ 0.08 | $ 0.09 | $ 0.05 |
DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 0.11 | $ 0.08 | $ 0.09 | $ 0.05 |
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic | 46,756,276 | 46,558,944 | 46,662,420 | 46,576,631 |
WEIGHTED AVERAGE SHARES OUTSTANDING - Diluted | 47,195,898 | 46,882,383 | 47,068,563 | 46,960,226 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 5,623 | $ 3,379 | $ 4,763 | $ 2,272 |
Foreign currency translation adjustments | 20 | (20) | 22 | (16) |
Change in fair value of cash flow hedge, net of taxes | (944) | 0 | (1,722) | |
COMPREHENSIVE INCOME | 4,699 | 3,359 | 3,063 | 2,256 |
Less comprehensive income (loss) attributable to non-controlling interests | 313 | (243) | 663 | 47 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 4,386 | $ 3,602 | $ 2,400 | $ 2,209 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit | Radnet, Inc.Stockholders' Equity | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2016 | 46,574,904 | ||||||
Beginning balance, value at Dec. 31, 2016 | $ 4 | $ 198,387 | $ 306 | $ (150,211) | $ 48,486 | $ 3,567 | $ 52,053 |
Stock-based compensation | 4,114 | 4,114 | 4,114 | ||||
Issuance of restricted stock and other awards, shares | 691,448 | ||||||
Issuance of restricted stock and other awards, value | 99 | 99 | 99 | ||||
Sale to noncontrolling interests, net of taxes | 1,817 | 1,817 | 1,817 | ||||
Contributions from noncontrolling interests | 3,158 | 3,158 | |||||
Distributions paid to noncontrolling interest | (655) | (655) | |||||
Change in cumulative foreign currency translation adjustment | 22 | 22 | 22 | ||||
Change in fair value of cash flow hedge, net of taxes | (1,722) | (1,722) | (1,722) | ||||
Net income | 4,100 | 4,100 | 663 | 4,763 | |||
Ending balance, shares at Jun. 30, 2017 | 47,266,352 | ||||||
Ending balance, value at Jun. 30, 2017 | $ 4 | $ 204,417 | $ (1,394) | $ (146,111) | $ 56,916 | $ 6,733 | $ 63,649 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 4,763 | $ 2,272 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 33,266 | 32,223 |
Provision for bad debts | 23,500 | 22,630 |
Gain on return of common stock | 0 | (5,032) |
Equity in earnings of joint ventures | (4,922) | (5,553) |
Distributions from joint ventures | 3,993 | 2,098 |
Amortization of deferred financing costs and loan discount | 1,636 | 2,738 |
Loss on sale and disposal of equipment | 408 | 441 |
Gain on sale of imaging centers | (2,301) | 0 |
Stock-based compensation | 4,314 | 3,761 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: | ||
Accounts receivable | (29,445) | (24,873) |
Other current assets | 4,553 | 8,454 |
Other assets | (835) | 220 |
Deferred taxes | 1,940 | 10 |
Deferred rent | 1,830 | 1,052 |
Deferred revenue | 445 | 0 |
Accounts payable, accrued expenses and other | 7,014 | 10,983 |
Net cash provided by operating activities | 50,159 | 51,424 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of imaging facilities | (9,904) | (6,603) |
Investment at cost | (500) | 0 |
Purchase of property and equipment | (42,647) | (40,267) |
Proceeds from sale of equipment | 63 | 63 |
Proceeds from sale of imaging facilities | 5,627 | 0 |
Cash contribution from partner in JV formation | 1,473 | 994 |
Equity contributions in existing and purchase of interest in joint ventures | (80) | (734) |
Net cash used in investing activities | (45,968) | (46,547) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on notes and leases payable | (3,769) | (6,310) |
Payments on Term Loan Debt/Senior Notes | (12,125) | (12,357) |
Deferred financing costs and debt discount | (570) | 0 |
Distributions paid to noncontrolling interests | (655) | (157) |
Proceeds from the sale of non-controlling interests, net of taxes | 4,850 | 0 |
Contributions from noncontrolling partners | 125 | 0 |
Proceeds on revolving credit facility | 139,400 | 235,500 |
Payments on revolving credit facility | (139,400) | (221,700) |
Proceeds from issuance of common stock upon exercise of options | 0 | 150 |
Net cash used in financing activities | (12,144) | (4,874) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 22 | (16) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (7,931) | (13) |
CASH AND CASH EQUIVALENTS, beginning of period | 20,638 | 446 |
CASH AND CASH EQUIVALENTS, end of period | 12,707 | 433 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 19,023 | 18,545 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Purchase of equipment and leasehold improvements not yet paid for | 17,500 | 15,400 |
Capital lease debt related to radiology equipment | 5,200 | 1,300 |
Investment in joint venture | 3,000 | 0 |
Transfer of fixed assets to new joint venture | $ 2,500 | $ 0 |
1. NATURE OF BUSINESS AND BASIS
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | We are a leading national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States based on number of locations and annual imaging revenue. At June 30, 2017, we operated directly or indirectly through joint ventures with hospitals, 295 centers located in California, Delaware, Florida, Maryland, New Jersey, and New York. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures. The consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”). BRMG is a partnership of ProNet Imaging Medical Group, Inc., Breastlink Medical Group, Inc. and Beverly Radiology Medical Group, Inc. The 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”) 810-10-15-14, Consolidation Howard G. Berger, M.D., is our President and Chief Executive Officer, a member of our Board of Directors, and also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at nearly all 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. We contract with nine 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. Six 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 nine medical groups mentioned above (“NY Groups”) for which it receives a management fee, pursuant to the related management agreements. Through the management agreements we have exclusive authority over all non-medical decision making related to the ongoing business operations 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. Through the management agreement with us, all cash flows of BRMG and the NY Groups are transferred to us. We have determined that BRMG and the NY Groups are VIE’s, and that we are the primary beneficiary, and consequently, we consolidate the revenue and expenses, assets and liabilities of each. BRMG and the NY Groups on a combined basis recognized $33.5 million and $33.0 million of revenue, net of management service fees to RadNet, for the three months ended June 30, 2017 and 2016, respectively, and $33.5 million and $33.0 million of operating expenses for the three months ended June 30, 2017 and 2016, respectively. RadNet recognized in its condensed consolidated statement of operations $108.2 million and $104.1 million of net revenues for the three months ended June 30, 2017, and 2016 respectively, for management services provided to BRMG and the NY Groups relating primarily to the technical portion of total billed revenue. BRMG and the NY Groups on a combined basis recognized $69.0 million and $66.9 million of revenue, net of management service fees to RadNet, for the six months ended June 30, 2017 and 2016, respectively, and $69.0 million and $66.9 million of operating expenses for the six months ended June 30, 2017 and 2016, respectively. RadNet recognized in its condensed consolidated statement of operations $221.5 million and $208.0 million of net revenues for the six months ended June 30, 2017, and 2016 respectively, for management services provided to BRMG and the NY Groups relating primarily to the technical portion of total billed revenue. The cash flows of BRMG and the NY Groups 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, 2017 and December 31, 2016, we have included approximately $104.0 million and $100.0 million, respectively, of accounts receivable and approximately $11.2 million and $9.0 million of accounts payable and accrued liabilities related to BRMG and the NY Groups. The creditors of BRMG and the NY Groups do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of BRMG and the NY Groups. However, both BRMG and the NY Groups are managed to recognize no net income or net loss and, therefore, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. At all of our centers we have entered into long-term contracts with radiology groups in the area to provide physician services at those facilities. These 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 based on the value of the services we provide. Except in New York City, the fee is based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers. In New York City we are paid a fixed fee set in advance for our services. 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 and we have no financial controlling interest in the radiology practices. Because of the controlling relationship of Dr. Berger and Dr. Crues in the California and New York City practices as stated in detail above, we consolidate the revenue and expenses. 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, 2017 and 2016 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, 2016, as amended. |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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, 2016, as amended. The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2016, as amended. ADOPTION OF ASU 2016-09 – Compensation – Stock Compensation - In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09 (“ASU 2016-09”), Compensation—Stock Compensation CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS In thousands except per share data As Impact of As currently Provision for income taxes $ (1,073 ) $ 323 $ (750 ) Net income 1,949 323 2,272 Net income attributable to Radnet Inc. common shareholders 1,902 323 2,225 Basic and diluted income per share 0.04 0.01 0.05 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Deferred taxes 333 (323 ) 10 Others (2,295 ) – (2,295 ) Net decrease in cash and cash equivalents $ (13 ) $ – $ (13 ) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Foreign currency translation adjustments (16 ) – (16 ) Comprehensive income 1,933 323 2,256 Less comprehensive income attributable to non-controlling interests 47 – 47 Comprehensive income attributable to Radnet Inc. common shareholders $ 1,886 $ 323 $ 2,209 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 and discounts. As it relates to BRMG and the NY Groups centers, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the NY Groups 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 Groups. As it relates to non-BRMG and NY Groups centers, namely the affiliated physician groups, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Service fee revenues are recorded during the period the 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 are based on historical collection rates of payor reimbursement contract agreements. We also record a provision for doubtful accounts based primarily on historical collection rates related to patient copayments 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 service fee revenue, net of contractual allowances and discounts, the provision for bad debts, and revenue under capitation arrangements are summarized in the following table (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Commercial insurance $ 142,691 $ 134,962 $ 283,683 $ 266,439 Medicare 47,611 45,558 95,291 91,385 Medicaid 6,525 6,890 13,259 13,915 Workers' compensation/personal injury 8,867 8,966 17,925 18,485 Other (1) 8,362 7,383 16,648 14,377 Service fee revenue, net of contractual allowances and discounts 214,056 203,759 426,806 404,601 Provision for bad debts (11,854 ) (12,326 ) (23,500 ) (22,630 ) Net service fee revenue 202,202 191,433 403,306 381,971 Revenue under capitation arrangements 27,812 27,132 55,721 52,982 Total net revenue $ 230,014 $ 218,565 $ 459,027 $ 434,953 ___________________ (1) 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 the historical payment patterns of each type of payor, write-off trends, 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. ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience. 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 can 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. 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 $250,000 and $2.8 million during the six months ended June 30, 2017 and 2016, respectively, relating to this incentive. 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. Deferred financing costs, net of accumulated amortization, were $1.8 million and $2.0 million, as of June 30, 2017 and December 31, 2016, respectively and related to the Company’s line of credit. In conjunction with our Fourth Amendment to our First Lien Credit Agreement (as defined below), a net addition of approximately $27,000 was added to deferred financing costs. See Note 5, Revolving Credit Facility, Notes Payable, and Capital Leases for more information. INVENTORIES - Inventories, consisting mainly of medical supplies, are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are provided using the straight-line method over the estimated useful lives, which range from 3 to 15 years. Leasehold improvements are amortized at the lesser of lease term or their estimated useful lives, which range from 3 to 30 years. Maintenance and repairs are charged to expense as incurred. BUSINESS COMBINATION - Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. GOODWILL- Goodwill at June 30, 2017 totaled $244.5 million. Goodwill is recorded as a result of business combinations. Management evaluates goodwill at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We tested goodwill for impairment on October 1, 2016, noting no impairment, and have not identified any indicators of impairment through June 30, 2017. Activity in goodwill for the six months ended June 30, 2017 is provided below (in thousands): Balance as of December 31, 2016 239,553 Goodwill acquired through the acquisition of Resolution Imaging Medical Corp 1,901 Goodwill acquired through the acquisition of MRI Centers of Torrance 401 Goodwill disposed through the transfer to Santa Monica Imaging Group JV (1,901 ) Goodwill acquired through the acquisition of D&D Diagnostics, Inc. 1,519 Goodwill acquired through the acquisition of Stockton MRI, Inc. 3,101 Goodwill disposed through the sale of Hematology Oncology (110 ) Balance as of June 30, 2017 $ 244,464 INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized. EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we first amended and restated as of April 20, 2015, and again on March 9, 2017 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 8, 2017. As of June 30, 2017, we have reserved for issuance under the Restated Plan 14,000,000 shares of common stock. We can issue options, stock awards, stock appreciation rights, stock units 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 and warrants generally vest over three to five years and expire five to ten years from date of grant. The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods. Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees. See Note 6 Stock-Based Compensation for more information. COMPREHENSIVE INCOME - ASC 220, Comprehensive Income, DERIVATIVE INSTRUMENTS - In the fourth quarter of 2016, we entered into two forward interest rate cap agreements ("2016 Caps"). The 2016 Caps will mature in September and October 2020. The 2016 Caps had notional amounts of $150,000,000 and $350,000,000, respectively, which were designated at inception as cash flow hedges of future cash interest payments associated with portions of our variable rate bank debt. Under these arrangements, we purchased a cap on 3 month LIBOR at 2.0%. We are liable for a $5.3 million premium to enter into the caps which is being accrued over the life of the 2016 Caps. At inception, we designated our interest rate cap agreements as cash flow hedges of floating-rate borrowings. In accordance with ASC Topic 815, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e., change in fair value) is initially reported as a component of accumulated other comprehensive income in the consolidated statement of equity. The remaining gain or loss, if any, is recognized currently in earnings. As of June 30, 2017, the cash flow hedges were deemed to be effective. No amount is expected to be reclassified into earnings in the next twelve months. Below represents as of June 30, 2017 the fair value of our 2016 Caps and loss recognized: The fair value of derivative instruments as of June 30, 2017 is as follows (amounts in thousands): Derivatives Balance Sheet Location Fair Value – Liabilities Interest rate contracts Current and other non-current liabilities $(1,970) A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss is as follows (amounts in thousands): For the three months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Interest rate contracts ($944) Other Comprehensive Loss For the six months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Interest rate contracts ($1,722) Other Comprehensive Loss 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 values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our consolidated balance sheets, as follows (in thousands): As of June 30, 2017 Level 1 Level 2 Level 3 Total Current and other non-current liabilities Interest Rate Contracts $ – $ (1,970 ) $ – $ (1,970 ) As of December 31, 2016 Level 1 Level 2 Level 3 Total Current assets Interest Rate Contracts $ – $ 818 $ – $ 818 The estimated fair value of these contracts was determined using Level 2 inputs. More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the counterparty’s forward LIBOR curve. The forward LIBOR curve is readily available in the public markets or can be derived from information available in the public markets. The table below summarizes the estimated fair value and carrying amount of our long-term debt as follows (in thousands): As of June 30, 2017 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans $ – $ 468,564 $ – $ 468,564 $ 466,813 Second Lien Term Loans $ – $ 169,260 $ – 169,260 $ 168,000 As of December 31, 2016 Level 1 Level 2 Level 3 Total Total Face Value First Lien Term Loans $ – $ 483,129 $ – $ 483,129 $ 478,938 Second Lien Term Loans $ – $ 167,580 $ – $ 167,580 $ 168,000 Our revolving credit facility had no aggregate principal amount outstanding as of June 30, 2017. The estimated fair value of our long-term debt, which is discussed in Note 5, was determined using Level 2 inputs primarily related to comparable market prices. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, we consider the carrying amount of our capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. EARNINGS PER SHARE - Earnings per share 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, 2017 2016 2017 2016 Net income attributable to RadNet, Inc.'s common stockholders $ 5,310 $ 3,622 $ 4,100 $ 2,225 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Basic net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Add nonvested restricted stock subject only to service vesting 250,153 77,162 198,477 155,447 Add additional shares issuable upon exercise of stock options and warrants 189,469 246,277 207,666 228,148 Weighted average number of common shares used in calculating diluted net income per share 47,195,898 46,882,383 47,068,563 46,960,226 Diluted net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 Stock options excluded from the computation of diluted per share amounts: Weighted average shares for which the exercise price exceeds average market price of common stock 165,000 325,626 337,575 325,626 INVESTMENT AT COST - On March 24, 2017, we acquired a 12.5% equity interest in Medic Vision – Imaging Solutions Ltd for $1.0 million. We also have an option to acquire an additional 12.5% equity interest for $1.4 million exercisable within one year from the initial share purchase date. Medic Vision, based in Israel, specializes in software packages that provide compliant radiation dose structured reporting and enhanced images from reduced dose CT scans. In accordance with ASC 325-20, Cost Method Investments, INVESTMENT IN JOINT VENTURES – We have 14 unconsolidated joint ventures with ownership interests ranging from 35% to 55%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Our investment in these joint ventures is accounted for under the equity method, since RadNet does not have a controlling financial interest in such ventures. We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist. No indicators of impairment existed as of June 30, 2017. Joint venture investment and financial information The following table is a summary of our investment in joint ventures during the quarter ended June 30, 2017 (in thousands): Balance as of December 31, 2016 $ 43,509 Equity in earnings in these joint ventures 4,922 Distribution of earnings (3,993 ) Equity contributions in existing joint ventures 4,062 Balance as of June 30, 2016 $ 48,500 We received management service fees from the centers underlying these joint ventures of approximately $3.5 million and $3.0 million for the quarters ended June 30, 2017 and 2016, respectively and $6.6 million and $5.9 million for the six months ended June 30, 2017 and 2016 respectively. We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures. The following table is a summary of key balance sheet data for these joint ventures as of June 30, 2017 and December 31, 2016 and income statement data for the six months ended June 2017 and 2016 (in thousands): Balance Sheet Data: June 30, 2017 December 31, 2016 Current assets $ 41,059 $ 40,093 Noncurrent assets 106,421 100,146 Current liabilities (16,342 ) (14,077 ) Noncurrent liabilities (42,680 ) (44,405 ) Total net assets $ 88,458 $ 81,757 Book value of RadNet joint venture interests $ 42,012 $ 38,538 Cost in excess of book value of acquired joint venture interests 6,488 4,970 Total value of Radnet joint venture interests $ 48,500 $ 43,509 Total book value of other joint venture partner interests $ 46,446 $ 43,219 Income statement data for the six months ended June 30, 2017 2016 Net revenue $ 86,981 $ 80,917 Net income $ 10,285 $ 13,044 |
3. RECENT ACCOUNTING STANDARDS
3. RECENT ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING STANDARDS | In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”), Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases, In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers |
4. FACILITY ACQUISITIONS AND AS
4. FACILITY ACQUISITIONS AND ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
FACILITY ACQUISITIONS AND ASSETS HELD FOR SALE | Acquisitions On June 1, 2017 we completed our acquisition of certain assets of Stockton MRI and Molecular Imaging Medical Center Inc., consisting of a multi-modality center located in Stockton, CA, for consideration of $4.4 million. The facility provides MRI, CT, Ultrasound, X-Ray and Nuclear Medicine services. We have made a fair value determination of the acquired assets and approximately $1.2 million of fixed assets and equipment, a $50,000 covenant not to compete, and $3.1 million of goodwill were recorded. On May 3, 2017 we completed our acquisition of certain assets of D&D Diagnostics Inc., consisting of a single multi-modality imaging center located in Silver Spring, Maryland, for total purchase consideration of $2.4 million, including cash consideration of $1.2 million and settlement of liabilities of $1.2 million. We have made a fair value determination of the acquired assets and approximately $820,000 of fixed assets, $16,000 of other assets, and $1.5 million of goodwill were recorded. The facility provides MRI, CT, X-Ray and related services. On February 1, 2017, we completed our acquisition of certain assets of MRI Centers, Inc., consisting of one single-modality imaging center located in Torrance, CA providing MRI and sports medicine services, for cash consideration of $800,000 and the payoff of $81,000 in debt. We have made a fair value determination of the acquired assets and approximately $289,000 of fixed assets, $9,800 of other assets, $100,000 covenant not to compete and $401,000 of goodwill were recorded. On January 13, 2017, we completed our acquisition of certain assets of Resolution Medical Imaging Corporation for consideration of $4.0 million. The purchase of Resolution was enacted to contribute its assets to a joint venture with Cedars Sinai Medical Corporation which was effective April 1, 2017. See the joint venture formations section within this footnote for further information. Dispositions On April 28, 2017 we completed the sale of five imaging centers operating in Rhode Island to Rhode Island Medical Imaging, Inc. for approximately $4.5 million. We recorded a gain of approximately $1.9 million in the second quarter with regard to this transaction and have no remaining imaging centers in the state. On April 1, 2017 we received from Cedars Sinai Medical Center $5.9 million representing a 25% noncontrolling interest in the West Valley Imaging Group, LLC (“WVI”). The determined net book value of the 25% interest was approximately $3.0 million. The proceeds in excess of the net book value, amounting to $1.8 million net of taxes, were recorded to equity in accordance with accounting guidance. RadNet exercises controlling financial interest and holds a 75% economic interest in WVI. On April 1, 2017 we completed the sale of 2 wholly owned oncology practices to Cedars Sinai Medical Center in connection with the sale of non-controlling interest of the WVI subsidiary described above for approximately $1.2 million. We recorded a gain of approximately $361,000 on this transaction. Joint venture formations: On April 1, 2017 we formed in conjuncture with Cedars Sinai Medical Center (“CSMC”) the Santa Monica Imaging Group, LLC (“SMIG”), consisting of two multi-modality imaging centers located in Santa Monica, CA. Total agreed contribution was $2.7 million of cash and assets with RadNet contributing $1.1 million for a 40% economic interest and CSMC contributing $1.6 million for a 60% economic interest. For its contribution, RadNet transferred $80,000 in cash and the net assets acquired in the acquisition of Resolution imaging of $2.5 million. CSMC contributed $120,000 in cash and paid RadNet $1.5 million for the Resolution imaging assets transferred to the venture. RadNet does not have controlling economic interest in SMIG and the investment is accounted for via the equity method. On January 6, 2017, Image Medical Inc., a wholly owned subsidiary of RadNet, acquired a 49% economic interest ScriptSender, LLC, a partnership held by two individuals which provides secure data transmission services of medical information. Through a management agreement, RadNet provides management and accounting services and receives an agreed upon fee. Image Medical will contribute $3.0 million to the partnership for its 49% ownership stake over a three year period representing the maximum risk in the venture. As of June 30, 2017, the carrying amount of the investment is $2.8 million. We determined that ScriptSender, LLC is a VIE but we are not a primary beneficiary since RadNet does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance. |
5. REVOLVING CREDIT FACILITY, N
5. REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES | Revolving credit facility, notes payable, and capital lease obligations As of the six months ended June 30, 2017 our debt obligations consist of the following (in thousands): June 30, December 31, 2017 2016 First Lien Term Loans 466,813 478,938 Second Lien Term Loans 168,000 168,000 Discounts on term loans (15,915 ) (16,783 ) Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019 787 980 Equipment notes payable at interest rates ranging from 3.3% to 5.6%, due through 2020, collateralized by medical equipment 269 341 Obligations under capital leases at interest rates ranging from 2.5% to 10.8%, due through 2022, collateralized by medical and office equipment 9,015 7,256 Total debt obligations 628,969 638,732 Less: current portion (27,317 ) (26,557 ) Long term portion debt obligations $ 601,652 $ 612,175 Term Loans, Revolving Credit Facility and Financing Activity Information At June 30, 2017, our credit facilities were comprised of two tranches of term loans (“First Lien Term Loans” and “Second Lien Term Loans”) and a revolving credit facility of $117.5 million (the “Revolving Credit Facility”). As of June 30, 2017, we were in compliance with all covenants under our credit facilities. Included in our consolidated balance sheets at June 30, 2017 are $618.9 million of senior secured term loan debt (net of unamortized discounts of $15.9 million), broken down by loan agreement as follows (in thousands): Face Value Discount Total Carrying Value First Lien Term Loans $ 466,813 $ (14,089 ) $ 452,724 Second Lien Term Loans $ 168,000 $ (1,826 ) $ 166,174 Total $ 634,813 $ (15,915 ) $ 618,898 Our revolving credit facility had no aggregate principal amount outstanding as of June 30, 2017. The following describes our 2017 financing activities: Fourth Amendment to First Lien Credit Agreement On February 2, 2017, we entered into Amendment No. 4 (the “Fourth Amendment”) to our Amended and Restated First Lien Credit and Guaranty Agreement dated July 1, 2016 (as amended from time to time, the “First Lien Credit Agreement”). Pursuant to the Fourth Amendment, the interest rate charged for the applicable margin on the first lien term loans and the revolving credit facility was reduced by 50 basis points, from 3.75% to 3.25%. The minimum LIBOR rate underlying the first lien term loans remains at 1.0%. Except for such reduction in the interest rate on credit extensions, the Fourth Amendment did not result in any other material modifications to First Lien Credit Agreement. RadNet incurred expenses for the transaction in the amount of $543,000, which was recorded to discount on debt and will be amortized over the remaining term of the agreement. The following describes our prior applicable financing activities: Restatement Amendment and the First Lien Credit Agreement On July 1, 2016, (the “Restatement Effective Date”), we entered into Amendment No. 3 to Credit and Guaranty Agreement (the “Restatement Amendment”) pursuant to which we amended and restated our then existing First Lien Credit Agreement. Pursuant to the First Lien Credit Agreement, we have issued $485 million of senior secured term loans (the “First Lien Term Loans”) and established a $117.5 million senior secured revolving credit facility (the “Revolving Credit Facility”). Prior to the Restatement Effective Date, our first lien credit facilities consisted of a Credit and Guaranty Agreement that we entered into on October 10, 2012 (the “Original First Lien Credit Agreement”), as subsequently amended by a first amendment dated April 3, 2013 (the “2013 Amendment”), a second amendment dated March 25, 2014 (the “2014 Amendment”), and a joinder agreement dated April 30, 2015 (the “2015 Joinder” and collectively with the Original First Lien Credit Agreement, the 2013 Amendment and the 2014 Amendment, the “Prior First Lien Credit Agreement”). The First Lien Credit Agreement increased the aggregate principal amount of First Lien Term Loans to $485.0 million and increased the Revolving Credit Facility to $117.5 million. Proceeds from the First Lien Credit Agreement were used to repay the previously outstanding first lien loans under the Prior First Lien Credit Agreement, make a $12.0 million principal payment of the Second Lien Term Loans (as described below), pay costs and expenses related to the First Lien Credit Agreement and provide approximately $10.0 million for general corporate purposes. Interest. Payments. Maturity Date. Incremental Feature: minus Revolving Credit Facility: Second Lien Credit Agreement On March 25, 2014, we entered into a Second Lien Credit and Guaranty Agreement (as amended from time to time, the “Second Lien Credit Agreement”) pursuant to which we issued $180 million of secured term loans (the “Second Lien Term Loans”). The proceeds from the Second Lien Term Loans were used to redeem our 10 3/8% senior unsecured notes, due 2018, to pay the expenses related to the transaction and for general corporate purposes. On July 1, 2016, in conjunction with the restated First Lien Credit Agreement, a $12.0 million principal payment was made on the Second Lien Term Loans. The Second Lien Credit Agreement provides for the following: Interest. Payments. Termination. |
6. STOCK-BASED COMPENSATION
6. STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | Stock Incentive Plans Options We have one long-term equity incentive plan which we refer to as the 2006 Equity Incentive Plan, which we first amended and restated as of April 20, 2015 and again on March 9, 2017 (“the Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 8, 2017. As of June 30, 2017, we have reserved for issuance under the 2017 Restated Plan 14,000,000 shares of common stock. We can issue options, stock awards, stock appreciation rights, stock units and cash awards under the 2017 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 three to five years and expire five to ten years from the date of grant. As of June 30, 2017, we had outstanding options to acquire 560,149 shares of our common stock, of which options to acquire 205,000 shares were exercisable. The following summarizes all of our option transactions for the six months ended June 30, 2017: Outstanding Options Under the 2006 Plan Shares Weighted Average Exercise price Per Common Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance, December 31, 2016 375,626 $6.82 Granted 184,523 6.30 Balance, June 30, 2017 560,149 6.65 5.79 $ 793,610 Exercisable at June 30, 2017 205,000 7.51 0.43 228,400 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on June 30, 2017 and the exercise price, multiplied by the number of in-the-money options as applicable) that would have been received by the holder had all holders exercised their options on June 30, 2017. No options were exercised during the six months ended June 30, 2017. As of June 30, 2017, total unrecognized stock-based compensation expense related to non-vested employee awards was $919,897 which is expected to be recognized over a weighted average period of approximately 3.1 years. Restricted Stock Awards (“RSA’s”) The Restated Plan permits the award of restricted stock awards (“RSA’s”). As of June 30, 2017, we have issued a total of 4,945,460 RSA’s of which 470,351 were unvested at June 30, 2017. The following summarizes all unvested RSA’s activities during the six months ended June 30, 2017: Weighted-Average Remaining Contractual Weighted-Average RSA's Term (Years) Fair Value RSA's unvested at December 31, 2016 573,145 $6.18 Changes during the period Granted 681,448 $5.98 Vested (784,242 ) $6.02 RSA's unvested at June 30, 2017 470,351 0.86 $6.12 We determine the fair value of all RSA’s based of the closing price of our common stock on award date. Other stock bonus awards The Restated Plan also permits the award of stock bonuses not subject to any future service period. These awards are valued and expensed based on the closing price of our common stock on the date of award. During the six months ended June 30, 2017 we issued 10,000 shares relating to these awards, amounting to $59,000 of compensation expense Plan summary In sum, of the 14,000,000 shares of common stock reserved for issuance under the Restated Plan, at June 30, 2017, we had issued 13,044,359 total shares between options, RSA’s and other stock awards. With options cancelled and RSA’s forfeited amounting to 2,975,009 and 59,053 shares, respectively, there remain 3,989,703 shares available under the Restated Plan for future issuance. |
7. SUBSEQUENT EVENTS
7. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On July 1, 2017 our wholly owned subsidiary, Advanced Imaging Partners, Inc, sold a 25% noncontrolling interest in one of its imaging centers located in Timonium, Maryland to the University of Maryland St. Joseph Medical Center for $3.9 million. On August 7, 2017 we acquired Diagnostic Imaging Associates (“DIA”) for $13.0 million in cash and $1.5 million in RadNet common stock. Located in the state of Delaware, DIA operates seven multimodality imaging centers and provides MRI, CT, Ultrasound, Mammography and X-Ray services. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
RESTATEMENT DUE TO ADOPTION OF ACCOUNTING PRONOUNCEMENT | 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, 2016, as amended. The information below is intended only to supplement the disclosure in our annual report on Form 10-K for the fiscal year ended December 31, 2016, as amended. ADOPTION OF ASU 2016-09 – Compensation – Stock Compensation - In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09 (“ASU 2016-09”), Compensation—Stock Compensation CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS In thousands except per share data As Impact of As currently Provision for income taxes $ (1,073 ) $ 323 $ (750 ) Net income 1,949 323 2,272 Net income attributable to Radnet Inc. common shareholders 1,902 323 2,225 Basic and diluted income per share 0.04 0.01 0.05 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Deferred taxes 333 (323 ) 10 Others (2,295 ) – (2,295 ) Net decrease in cash and cash equivalents $ (13 ) $ – $ (13 ) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Foreign currency translation adjustments (16 ) – (16 ) Comprehensive income 1,933 323 2,256 Less comprehensive income attributible to non-controlling interests 47 – 47 Comprehensive income attributable to Radnet Inc. common shareholders $ 1,886 $ 323 $ 2,209 |
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 and discounts. As it relates to BRMG and the NY Groups centers, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by BRMG and the NY Groups 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 Groups. As it relates to non-BRMG and NY Groups centers, namely the affiliated physician groups, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Service fee revenues are recorded during the period the 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 are based on historical collection rates of payor reimbursement contract agreements. We also record a provision for doubtful accounts based primarily on historical collection rates related to patient copayments 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 service fee revenue, net of contractual allowances and discounts, the provision for bad debts, and revenue under capitation arrangements are summarized in the following table (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Commercial insurance $ 142,691 $ 134,962 $ 283,683 $ 266,439 Medicare 47,611 45,558 95,291 91,385 Medicaid 6,525 6,890 13,259 13,915 Workers' compensation/personal injury 8,867 8,966 17,925 18,485 Other 8,362 7,383 16,648 14,377 Service fee revenue, net of contractual allowances and discounts 214,056 203,759 426,806 404,601 Provision for bad debts (11,854 ) (12,326 ) (23,500 ) (22,630 ) Net service fee revenue 202,202 191,433 403,306 381,971 Revenue under capitation arrangements 27,812 27,132 55,721 52,982 Total net revenue $ 230,014 $ 218,565 $ 459,027 $ 434,953 (1) |
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 the historical payment patterns of each type of payor, write-off trends, 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. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE - Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience. |
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 can 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. 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 $250,000 and $2.8 million during the six months ended June 30, 2017 and 2016, respectively, relating to this incentive. |
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. Deferred financing costs, net of accumulated amortization, were $1.8 million and $2.0 million, as of June 30, 2017 and December 31, 2016, respectively and related to the Company’s line of credit. In conjunction with our Fourth Amendment to our First Lien Credit Agreement (as defined below), a net addition of approximately $27,000 was added to deferred financing costs. See Note 5, Revolving Credit Facility, Notes Payable, and Capital Leases for more information. |
INVENTORIES | INVENTORIES - Inventories, consisting mainly of medical supplies, are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are provided using the straight-line method over the estimated useful lives, which range from 3 to 15 years. Leasehold improvements are amortized at the lesser of lease term or their estimated useful lives, which range from 3 to 30 years. Maintenance and repairs are charged to expense as incurred. |
BUSINESS COMBINATION | BUSINESS COMBINATION - Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. |
GOODWILL | GOODWILL- Goodwill at June 30, 2017 totaled $244.5 million. Goodwill is recorded as a result of business combinations. Management evaluates goodwill at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We tested goodwill for impairment on October 1, 2016, noting no impairment, and have not identified any indicators of impairment through June 30, 2017. Activity in goodwill for the six months ended June 30, 2017 is provided below (in thousands): Balance as of December 31, 2016 239,553 Goodwill acquired through the acquisition of Resolution Imaging Medical Corp 1,901 Goodwill acquired through the acquisition of MRI Centers of Torrance 401 Goodwill disposed through the transfer to Santa Monica Imaging Group JV (1,901 ) Goodwill acquired through the acquisition of D&D Diagnostics, Inc. 1,519 Goodwill acquired through the acquisition of Stockton MRI, Inc. 3,101 Goodwill disposed through the sale of Hematology Oncology (110 ) Balance as of June 30, 2017 $ 244,464 |
INCOME TAXES | INCOME TAXES - Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income in determining whether our net deferred tax assets are more likely than not to be realized. |
EQUITY BASED COMPENSATION | EQUITY BASED COMPENSATION – We have one long-term incentive plan that we adopted in 2006 and which we first amended and restated as of April 20, 2015, and again on March 9, 2017 (the “Restated Plan”). The Restated Plan was approved by our stockholders at our annual stockholders meeting on June 8, 2017. As of June 30, 2017, we have reserved for issuance under the Restated Plan 14,000,000 shares of common stock. We can issue options, stock awards, stock appreciation rights, stock units 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 and warrants generally vest over three to five years and expire five to ten years from date of grant. The compensation expense recognized for all equity-based awards is recognized over the awards’ service periods. Equity-based compensation is classified in operating expenses within the same line item as the majority of the cash compensation paid to employees. See Note 6 Stock-Based Compensation for more information. |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME - ASC 220, Comprehensive Income, |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS - In the fourth quarter of 2016, we entered into two forward interest rate cap agreements ("2016 Caps"). The 2016 Caps will mature in September and October 2020. The 2016 Caps had notional amounts of $150,000,000 and $350,000,000, respectively, which were designated at inception as cash flow hedges of future cash interest payments associated with portions of our variable rate bank debt. Under these arrangements, we purchased a cap on 3 month LIBOR at 2.0%. We are liable for a $5.3 million premium to enter into the caps which is being accrued over the life of the 2016 Caps. At inception, we designated our interest rate cap agreements as cash flow hedges of floating-rate borrowings. In accordance with ASC Topic 815, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e., change in fair value) is initially reported as a component of accumulated other comprehensive income in the consolidated statement of equity. The remaining gain or loss, if any, is recognized currently in earnings. As of June 30, 2017, the cash flow hedges were deemed to be effective. No amount is expected to be reclassified into earnings in the next twelve months. Below represents as of June 30, 2017 the fair value of our 2016 Caps and loss recognized: The fair value of derivative instruments as of June 30, 2017 is as follows (amounts in thousands): Derivatives Balance Sheet Location Fair Value – Liabilities Interest rate contracts Current and other non-current liabilities $(1,970) A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive loss is as follows (amounts in thousands): For the three months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Income on Derivative Interest rate contracts ($944) Other Comprehensive Loss For the six months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Income on Derivative Interest rate contracts ($1,722) Other Comprehensive Loss |
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 values of certain of our financial assets that are subject to fair value measurements, and the classification of these assets on our consolidated balance sheets, as follows (in thousands): As of June 30, 2017 Level 1 Level 2 Level 3 Total Current and other non-current liabilities Interest Rate Contracts $ – $ (1,970 ) $ – $ (1,970 ) As of December 31, 2016 Level 1 Level 2 Level 3 Total Current assets Interest Rate Contracts $ – $ 818 $ – $ 818 The estimated fair value of these contracts was determined using Level 2 inputs. More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the counterparty’s forward LIBOR curve. The forward LIBOR curve is readily available in the public markets or can be derived from information available in the public markets. The table below summarizes the estimated fair value and carrying amount of our long-term debt as follows (in thousands): As of June 30, 2017 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans $ – $ 468,564 $ – $ 468,564 $ 466,813 Second Lien Term Loans $ – $ 169,260 $ – 169,260 $ 168,000 As of December 31, 2016 Level 1 Level 2 Level 3 Total Total Face Value First Lien Term Loans $ – $ 483,129 $ – $ 483,129 $ 478,938 Second Lien Term Loans $ – $ 167,580 $ – $ 167,580 $ 168,000 Our revolving credit facility had no aggregate principal amount outstanding as of June 30, 2017. The estimated fair value of our long-term debt, which is discussed in Note 5, was determined using Level 2 inputs primarily related to comparable market prices. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets, current liabilities and other notes payables to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, we consider the carrying amount of our capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates. |
EARNINGS PER SHARE | EARNINGS PER SHARE - Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net income attributable to RadNet, Inc.'s common stockholders $ 5,310 $ 3,622 $ 4,100 $ 2,225 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Basic net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Add nonvested restricted stock subject only to service vesting 250,153 77,162 198,477 155,447 Add additional shares issuable upon exercise of stock options and warrants 189,469 246,277 207,666 228,148 Weighted average number of common shares used in calculating diluted net income per share 47,195,898 46,882,383 47,068,563 46,960,226 Diluted net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 Stock options excluded from the computation of diluted per share amounts: Weighted average shares for which the exercise price exceeds average market price of common stock 165,000 325,626 337,575 325,626 |
INVESTMENT AT COST | INVESTMENT AT COST - On March 24, 2017, we acquired a 12.5% equity interest in Medic Vision – Imaging Solutions Ltd for $1.0 million. We also have an option to acquire an additional 12.5% equity interest for $1.4 million exercisable within one year from the initial share purchase date. Medic Vision, based in Israel, specializes in software packages that provide compliant radiation dose structured reporting and enhanced images from reduced dose CT scans. In accordance with ASC 325-20, Cost Method Investments, |
INVESTMENT IN JOINT VENTURES | INVESTMENT IN JOINT VENTURES – We have 14 unconsolidated joint ventures with ownership interests ranging from 35% to 55%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Our investment in these joint ventures is accounted for under the equity method, since RadNet does not have a controlling financial interest in such ventures. We evaluate our investment in joint ventures, including cost in excess of book value (equity method goodwill) for impairment whenever indicators of impairment exist. No indicators of impairment existed as of June 30, 2017. Joint venture investment and financial information The following table is a summary of our investment in joint ventures during the quarter ended June 30, 2017 (in thousands): Balance as of December 31, 2016 $ 43,509 Equity in earnings in these joint ventures 4,922 Distribution of earnings (3,993 ) Equity contributions in existing joint ventures 4,062 Balance as of June 30, 2016 $ 48,500 We received management service fees from the centers underlying these joint ventures of approximately $3.5 million and $3.0 million for the quarters ended June 30, 2017 and 2016, respectively and $6.6 million and $5.9 million for the six months ended June 30, 2017 and 2016 respectively. We eliminate any unrealized portion of our management service fees with our equity in earnings of joint ventures. The following table is a summary of key balance sheet data for these joint ventures as of June 30, 2017 and December 31, 2016 and income statement data for the six months ended June 2017 and 2016 (in thousands): Balance Sheet Data: June 30, 2017 December 31, 2016 Current assets $ 41,059 $ 40,093 Noncurrent assets 106,421 100,146 Current liabilities (16,342 ) (14,077 ) Noncurrent liabilities (42,680 ) (44,405 ) Total net assets $ 88,458 $ 81,757 Book value of RadNet joint venture interests $ 42,012 $ 38,538 Cost in excess of book value of acquired joint venture interests 6,488 4,970 Total value of Radnet joint venture interests $ 48,500 $ 43,509 Total book value of other joint venture partner interests $ 46,446 $ 43,219 Income statement data for the six months ended June 30, 2017 2016 Net revenue $ 86,981 $ 80,917 Net income $ 10,285 $ 13,044 |
2. SUMMARY OF SIGNIFICANT ACC16
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Impact of recent accounting standards change | CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS In thousands except per share data As Impact of As currently Provision for income taxes $ (1,073 ) $ 323 $ (750 ) Net income 1,949 323 2,272 Net income attributable to Radnet Inc. common shareholders 1,902 323 2,225 Basic and diluted income per share 0.04 0.01 0.05 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Deferred taxes 333 (323 ) 10 Others (2,295 ) – (2,295 ) Net decrease in cash and cash equivalents $ (13 ) $ – $ (13 ) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME In thousands As Impact of As currently Net income $ 1,949 $ 323 $ 2,272 Foreign currency translation adjustments (16 ) – (16 ) Comprehensive income 1,933 323 2,256 Less comprehensive income attributable to non-controlling interests 47 – 47 Comprehensive income attributable to Radnet Inc. common shareholders $ 1,886 $ 323 $ 2,209 |
Service Fee Revenue | Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Commercial insurance $ 142,691 $ 134,962 $ 283,683 $ 266,439 Medicare 47,611 45,558 95,291 91,385 Medicaid 6,525 6,890 13,259 13,915 Workers' compensation/personal injury 8,867 8,966 17,925 18,485 Other 8,362 7,383 16,648 14,377 Service fee revenue, net of contractual allowances and discounts 214,056 203,759 426,806 404,601 Provision for bad debts (11,854 ) (12,326 ) (23,500 ) (22,630 ) Net service fee revenue 202,202 191,433 403,306 381,971 Revenue under capitation arrangements 27,812 27,132 55,721 52,982 Total net revenue $ 230,014 $ 218,565 $ 459,027 $ 434,953 |
Schedule of goodwill and other intangible assets | Balance as of December 31, 2016 239,553 Goodwill acquired through the acquisition of Resolution Imaging Medical Corp 1,901 Goodwill acquired through the acquisition of MRI Centers of Torrance 401 Goodwill disposed through the transfer to Santa Monica Imaging Group JV (1,901 ) Goodwill acquired through the acquisition of D&D Diagnostics, Inc. 1,519 Goodwill acquired through the acquisition of Stockton MRI, Inc. 3,101 Goodwill disposed through the sale of Hematology Oncology (110 ) Balance as of June 30, 2017 $ 244,464 |
Fair value of derivatives | Derivatives Balance Sheet Location Fair Value – Liabilities Interest rate contracts Current and other non-current liabilities $(1,970) |
Effect of derivative instruments on comprehensive income | For the three months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Income on Derivative Interest rate contracts ($944) Other Comprehensive Loss For the six months ended June 30, 2017 Effective Interest Rate Cap Amount of Loss Recognized on Derivative Location of Loss Recognized in Income on Derivative Interest rate contracts ($1,722) Other Comprehensive Loss |
Schedule of fair value of assets and liabilities | As of June 30, 2017 Level 1 Level 2 Level 3 Total Current and other non-current liabilities Interest Rate Contracts $ – $ (1,970 ) $ – $ (1,970 ) As of December 31, 2016 Level 1 Level 2 Level 3 Total Current assets Interest Rate Contracts $ – $ 818 $ – $ 818 As of June 30, 2017 Level 1 Level 2 Level 3 Total Fair Value Total Face Value First Lien Term Loans $ – $ 468,564 $ – $ 468,564 $ 466,813 Second Lien Term Loans $ – $ 169,260 $ – 169,260 $ 168,000 As of December 31, 2016 Level 1 Level 2 Level 3 Total Total Face Value First Lien Term Loans $ – $ 483,129 $ – $ 483,129 $ 478,938 Second Lien Term Loans $ – $ 167,580 $ – $ 167,580 $ 168,000 |
Earnings per share | Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net income attributable to RadNet, Inc.'s common stockholders $ 5,310 $ 3,622 $ 4,100 $ 2,225 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Basic net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 46,756,276 46,558,944 46,662,420 46,576,631 Add nonvested restricted stock subject only to service vesting 250,153 77,162 198,477 155,447 Add additional shares issuable upon exercise of stock options and warrants 189,469 246,277 207,666 228,148 Weighted average number of common shares used in calculating diluted net income per share 47,195,898 46,882,383 47,068,563 46,960,226 Diluted net income per share attributable to RadNet, Inc.'s common stockholders $ 0.11 $ 0.08 $ 0.09 $ 0.05 Stock options excluded from the computation of diluted per share amounts: Weighted average shares for which the exercise price exceeds average market price of common stock 165,000 325,626 337,575 325,626 |
Investment in joint ventures | Balance as of December 31, 2016 $ 43,509 Equity in earnings in these joint ventures 4,922 Distribution of earnings (3,993 ) Equity contributions in existing joint ventures 4,062 Balance as of June 30, 2016 $ 48,500 |
Joint venture investment and financial information | Balance Sheet Data: June 30, 2017 December 31, 2016 Current assets $ 41,059 $ 40,093 Noncurrent assets 106,421 100,146 Current liabilities (16,342 ) (14,077 ) Noncurrent liabilities (42,680 ) (44,405 ) Total net assets $ 88,458 $ 81,757 Book value of RadNet joint venture interests $ 42,012 $ 38,538 Cost in excess of book value of acquired joint venture interests 6,488 4,970 Total value of Radnet joint venture interests $ 48,500 $ 43,509 Total book value of other joint venture partner interests $ 46,446 $ 43,219 Income statement data for the six months ended June 30, 2017 2016 Net revenue $ 86,981 $ 80,917 Net income $ 10,285 $ 13,044 |
5. REVOLVING CREDIT FACILITY,17
5. REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable, line of credit and capital lease obligations | June 30, December 31, 2017 2016 First Lien Term Loans 466,813 478,938 Second Lien Term Loans 168,000 168,000 Discounts on term loans (15,915 ) (16,783 ) Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019 787 980 Equipment notes payable at interest rates ranging from 3.3% to 5.6%, due through 2020, collateralized by medical equipment 269 341 Obligations under capital leases at interest rates ranging from 2.5% to 10.8%, due through 2022, collateralized by medical and office equipment 9,015 7,256 Total debt obligations 628,969 638,732 Less: current portion (27,317 ) (26,557 ) Long term portion debt obligations $ 601,652 $ 612,175 |
Term loans and financing activity | Face Value Discount Total Carrying Value First Lien Term Loans $ 466,813 $ (14,089 ) $ 452,724 Second Lien Term Loans $ 168,000 $ (1,826 ) $ 166,174 Total $ 634,813 $ (15,915 ) $ 618,898 |
6. STOCK-BASED COMPENSATION (Ta
6. STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock option activity | Outstanding Options Under the 2006 Plan Shares Weighted Average Exercise price Per Common Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance, December 31, 2016 375,626 $6.82 Granted 184,523 6.30 Balance, June 30, 2017 560,149 6.65 5.79 $ 793,610 Exercisable at June 30, 2017 205,000 7.51 0.43 228,400 |
Restricted Stock Awards activity | Weighted-Average Remaining Contractual Weighted-Average RSA's Term (Years) Fair Value RSA's unvested at December 31, 2016 573,145 $6.18 Changes during the period Granted 681,448 $5.98 Vested (784,242 ) $6.02 RSA's unvested at June 30, 2017 470,351 0.86 $6.12 |
1. NATURE OF BUSINESS AND BAS19
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
BRMG and NY Groupls revenues | $ 33,500 | $ 33,000 | $ 69,000 | $ 66,900 | |
BRMG and NY Groups operating expenses | 33,500 | 33,000 | 69,000 | 66,900 | |
Total billed net service fee revenue | 108,200 | 104,100 | 221,500 | 208,000 | |
Management services provided to BRMG and NY Groups | 108,200 | $ 104,100 | 221,500 | $ 208,000 | |
BRMG and NY Groups accounts receivable | 104,000 | 104,000 | $ 100,000 | ||
BRMG and NY Groups accounts payable | $ 11,200 | $ 11,200 | $ 9,000 |
2. SIGNIFICANT ACCOUNTING POL20
2. SIGNIFICANT ACCOUNTING POLICIES (Details - CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Provision for income taxes | $ (3,523) | $ (2,256) | $ (3,065) | $ (750) |
Net income | 5,623 | 3,379 | 4,763 | 2,272 |
Net loss attributable to Radnet Inc. common shareholders | $ 5,310 | $ 3,622 | $ 4,100 | $ 2,225 |
Basic and diluted loss per share | $ 0.05 | |||
Scenario, Previously Reported [Member] | ||||
Provision for income taxes | $ (1,073) | |||
Net income | 1,949 | |||
Net loss attributable to Radnet Inc. common shareholders | $ 1,902 | |||
Basic and diluted loss per share | $ 0.04 | |||
Impact of Adoption [Member] | ||||
Provision for income taxes | $ 323 | |||
Net income | 323 | |||
Net loss attributable to Radnet Inc. common shareholders | $ 323 | |||
Basic and diluted loss per share | $ 0.01 |
2. SIGNIFICANT ACCOUNTING POL21
2. SIGNIFICANT ACCOUNTING POLICIES (Details - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net income | $ 5,623 | $ 3,379 | $ 4,763 | $ 2,272 |
Deferred taxes | 1,940 | 10 | ||
Others | (2,295) | |||
Net decrease in cash and cash equivalents | $ (7,931) | (13) | ||
Scenario, Previously Reported [Member] | ||||
Net income | 1,949 | |||
Deferred taxes | 333 | |||
Others | (2,295) | |||
Net decrease in cash and cash equivalents | (13) | |||
Impact of Adoption [Member] | ||||
Net income | 323 | |||
Deferred taxes | (323) | |||
Others | 0 | |||
Net decrease in cash and cash equivalents | $ 0 |
2. SIGNIFICANT ACCOUNTING POL22
2. SIGNIFICANT ACCOUNTING POLICIES (Details - CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net income | $ 5,623 | $ 3,379 | $ 4,763 | $ 2,272 |
Foreign currency translation adjustments | 20 | (20) | 22 | (16) |
Comprehensive income | 4,699 | 3,359 | 3,063 | 2,256 |
Less comprehensive income attributible to non-controlling interests | 313 | (243) | 663 | 47 |
Comprehensive income attributable to Radnet Inc. common shareholders | $ 4,386 | $ 3,602 | $ 2,400 | 2,209 |
Scenario, Previously Reported [Member] | ||||
Net income | 1,949 | |||
Foreign currency translation adjustments | (16) | |||
Comprehensive income | 1,933 | |||
Less comprehensive income attributible to non-controlling interests | 47 | |||
Comprehensive income attributable to Radnet Inc. common shareholders | 1,886 | |||
Impact of Adoption [Member] | ||||
Net income | 323 | |||
Foreign currency translation adjustments | 0 | |||
Comprehensive income | 323 | |||
Less comprehensive income attributible to non-controlling interests | 0 | |||
Comprehensive income attributable to Radnet Inc. common shareholders | $ 323 |
2. SIGNIFICANT ACCOUNTING POL23
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Revenue) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Commercial Insurance | $ 142,691 | $ 134,962 | $ 283,683 | $ 266,439 | |
Medicare | 47,611 | 45,558 | 95,291 | 91,385 | |
Medicaid | 6,525 | 6,890 | 13,259 | 13,915 | |
Workers Compensation/Personal Injury | 8,867 | 8,966 | 17,925 | 18,485 | |
Other | [1] | 8,362 | 7,383 | 16,648 | 14,377 |
Service fee revenue, net of contractual allowances and discounts | 214,056 | 203,759 | 426,806 | 404,601 | |
Provision for bad debts | (11,854) | (12,326) | (23,500) | (22,630) | |
Net service fee revenue | 202,202 | 191,433 | 403,306 | 381,971 | |
Revenue under capitation arrangements | 27,812 | 27,132 | 55,721 | 52,982 | |
Total net revenue | $ 230,014 | $ 218,565 | $ 459,027 | $ 434,953 | |
[1] | Other consists of revenue from teleradiology services, consulting fees and software revenue. |
2. SIGNIFICANT ACCOUNTING POL24
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Goodwill) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill, beginning balance | $ 239,553 |
Goodwill, ending balance | 244,464 |
Resolution Imaging Medical Corp [Member] | |
Goodwill acquired through acquisitions | 1,901 |
MRI Centers of Torrance [Member] | |
Goodwill acquired through acquisitions | 401 |
Santa Monica Imaging Group JV [Member] | |
Goodwill disposed through the transfer | (1,901) |
D&D Diagnostics, Inc [Member] | |
Goodwill acquired through acquisitions | 1,519 |
Stockton MRI, Inc [Member] | |
Goodwill acquired through acquisitions | 3,101 |
Hematology Oncology [Member] | |
Goodwill disposed through sale | $ (110) |
2. SIGNIFICANT ACCOUNTING POL25
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Derivatives) $ in Thousands | Jun. 30, 2017USD ($) |
Interest Rate Contract [Member] | |
Derivative asset fair value | $ (1,970) |
2. SIGNIFICANT ACCOUNTING POL26
2. SIGNIFICANT ACCOUNTING POLICIES (Details - Gain on Derivative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | |
Amount of loss recognized on derivative | $ (944) | $ 0 | $ (1,722) |
Interest Rate Contract [Member] | |||
Amount of loss recognized on derivative | $ (944) | $ (1,722) |
2. SUMMARY OF ACCOUNTING POLICI
2. SUMMARY OF ACCOUNTING POLICIES (Details - Fair Value Measurements) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Level 1 [Member] | ||
Interest rate contracts | $ 0 | $ 0 |
Level 1 [Member] | First Lien Term Loan [Member] | ||
Term Loans | 0 | 0 |
Level 1 [Member] | Second Lien Term Loans [Member] | ||
Term Loans | 0 | 0 |
Level 2 [Member] | ||
Interest rate contracts | (1,970) | 818 |
Level 2 [Member] | First Lien Term Loans [Member] | ||
Term Loans | 468,564 | 483,129 |
Level 2 [Member] | Second Lien Term Loans [Member] | ||
Term Loans | 169,260 | 167,580 |
Level 3 [Member] | ||
Interest rate contracts | 0 | 0 |
Level 3 [Member] | First Lien Term Loans [Member] | ||
Term Loans | 0 | 0 |
Level 3 [Member] | Second Lien Term Loans [Member] | ||
Term Loans | 0 | 0 |
Total Fair Value [Member] | ||
Interest rate contracts | (1,970) | 818 |
Total Fair Value [Member] | First Lien Term Loans [Member] | ||
Term Loans | 468,564 | 483,129 |
Total Fair Value [Member] | Second Lien Term Loans [Member] | ||
Term Loans | 169,260 | 167,580 |
Total Face Value [Member] | First Lien Term Loans [Member] | ||
Term Loans | 466,813 | 478,938 |
Total Face Value [Member] | Second Lien Term Loans [Member] | ||
Term Loans | $ 168,000 | $ 168,000 |
2. SUMMARY OF ACCOUNTING POLI28
2. SUMMARY OF ACCOUNTING POLICIES (Details - Earnings Per Share) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to Radnet, Inc. common stockholders | $ 5,310 | $ 3,622 | $ 4,100 | $ 2,225 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | ||||
Weighted average shares outstanding - Basic | 46,756,276 | 46,558,944 | 46,662,420 | 46,576,631 |
Basic net income per share attributable to Radnet, Inc. common stockholders | $ 0.11 | $ 0.08 | $ 0.09 | $ 0.05 |
DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC.'S COMMON STOCKHOLDERS | ||||
Weighted average shares outstanding during the period - Basic | 46,756,276 | 46,558,944 | 46,662,420 | 46,576,631 |
Add nonvested restricted stock subject only to service vesting | 250,153 | 77,162 | 198,477 | 155,447 |
Add additional shares issuable upon exercise of stock options and warrants | 189,469 | 246,277 | 207,666 | 228,148 |
Weighted average shares outstanding - Diluted | 47,195,898 | 46,882,383 | 47,068,563 | 46,960,226 |
Diluted net income per share attributable to RadNet, Inc.'s common stockholders | $ 0.11 | $ 0.08 | $ 0.09 | $ 0.05 |
Stock options excluded from the computation of diluted per share amounts: | ||||
Weighted average shares for which the exercise price exceeds average market price of common stock | 165,000 | 325,626 | 337,575 | 325,626 |
2. SUMMARY OF ACCOUNTING POLI29
2. SUMMARY OF ACCOUNTING POLICIES (Details - Investment in Joint Ventures) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Beginning balance | $ 43,509 | |||
Equity in earnings in these joint ventures | $ 2,994 | $ 3,274 | 4,922 | $ 5,553 |
Distribution of earnings | (3,993) | $ (2,098) | ||
Equity contributions in existing joint ventures | 4,062 | |||
Ending balance | $ 48,500 | $ 48,500 |
2. SUMMARY OF ACCOUNTING POLI30
2. SUMMARY OF ACCOUNTING POLICIES (Details - Key Financial Data on Joint Ventures) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Key financial data for joint ventures | |||
Current assets | $ 41,059 | $ 40,093 | |
Noncurrent assets | 106,421 | 100,146 | |
Current liabilities | (16,342) | (14,077) | |
Noncurrent liabilities | (42,680) | (44,405) | |
Total net assets | 88,458 | 81,757 | |
Book value of Radnet joint venture interests | 42,012 | 38,538 | |
Cost in excess of book value of acquired joint venture interests | 6,488 | 4,970 | |
Total value of Radnet joint venture interests | 48,500 | 43,509 | |
Total book value of other joint venture partner interests | 46,446 | $ 43,219 | |
Net revenue | 86,981 | $ 80,917 | |
Net income | $ 10,285 | $ 13,044 |
2. SUMMARY OF ACCOUNTING POLI31
2. SUMMARY OF ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)Integershares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Integershares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Meaningful use incentive income | $ 0 | $ 0 | $ 250 | $ 2,808 | |
Deferred financing costs, net of accumulated amortization | 1,800 | 1,800 | $ 2,000 | ||
Increase in deferred financing costs | 27 | ||||
Goodwill | 244,464 | 244,464 | $ 239,553 | ||
Premium liability for 2016 Caps | $ 5,300 | $ 5,300 | |||
Number of unconsolidated joint ventures | Integer | 14 | 14 | |||
Ownership percentage ranges | 35% to 55% | ||||
Management service fees | $ 3,500 | $ 3,000 | $ 6,600 | $ 5,900 | |
Propery and equipment, net [Member] | |||||
Property and equipment useful lives | 3 to 15 years | ||||
Leasehold Improvements [Member] | |||||
Property and equipment useful lives | 3 to 30 years | ||||
Restated Plan [Member] | |||||
Common stock reserved for issuance | shares | 14,000,000 | 14,000,000 | |||
October 2020 [Member] | |||||
Notional amounts | $ 350,000 | $ 350,000 | |||
September 2020 [Member] | |||||
Notional amounts | 150,000 | 150,000 | |||
Medic Vision [Member] | |||||
Investment recorded at cost | $ 1,000 | 1,000 | |||
Impairment of investment | $ 0 | ||||
Ownership interest | 12.50% |
4. FACILITY ACQUISITIONS AND 32
4. FACILITY ACQUISITIONS AND ASSETS HELD FOR SALE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Proceeds from sale of business | $ 5,627,000 | $ 0 |
Transfer of fixed assets to new joint venture | 2,500,000 | $ 0 |
Rhode Island Medical Imaging, Inc [Member] | ||
Proceeds from sale of business | 4,500,000 | |
Gain on sale of investment | 1,900,000 | |
Oncology practices [Member] | ||
Proceeds from sale of business | 1,200,000 | |
Gain on sale of investment | 361,000 | |
Stockton MRI, Inc [Member] | ||
Consideration transferred | 4,400,000 | |
Fixed assets acquired | 1,200,000 | |
Goodwill acquired | 3,100,000 | |
Intangible assets acquired | 50,000 | |
D&D Diagnostics, Inc [Member] | ||
Consideration transferred | 2,400,000 | |
Payments to acquire business | 1,200,000 | |
Payoff of debt | 1,200,000 | |
Fixed assets acquired | 820,000 | |
Other assets acquired | 16,000 | |
Goodwill acquired | 1,500,000 | |
MRI Centers, Inc. [Member] | ||
Consideration transferred | 800,000 | |
Payoff of debt | 81,000 | |
Fixed assets acquired | 289,000 | |
Other assets acquired | 9,800 | |
Goodwill acquired | 401,000 | |
Intangible assets acquired | 100,000 | |
Resolution Imaging Medical Corp [Member] | ||
Consideration transferred | 4,000,000 | |
West Valley Imaging Center [Member] | ||
Proceeds from sale of business | 5,900,000 | |
Proceeds in excess of book value | 1,800,000 | |
Santa Monica Imaging Group [Member] | ||
Payments to acquire business | 80,000 | |
Transfer of fixed assets to new joint venture | $ 2,500,000 | |
Equity Method Investment, Ownership Percentage | 40.00% | |
ScriptSender LLC [Member] | ||
Transfer of fixed assets to new joint venture | $ 3,000,000 | |
Equity Method Investment, Ownership Percentage | 49.00% | |
Carrying amount of investment | $ 2,800,000 |
5. REVOLVING CREDIT FACILITY,33
5. REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES (Details - Schedule of debt) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Discounts on term loan and notes | $ (15,915) | $ (16,783) |
Promissory notes payable | 787 | 980 |
Equipment notes payable | 269 | 341 |
Obligations under capital leases | 9,015 | 7,256 |
Total notes payable, line of credit and capital lease obligations | 628,969 | 638,732 |
Less: current portion | (27,317) | (26,557) |
Total notes payable, line of credit and capital lease obligations, long-term | 601,652 | 612,175 |
First Lien Term Loans [Member] | ||
Term loans | 466,813 | 478,938 |
Second Lien Term Loans [Member] | ||
Term loans | $ 168,000 | $ 168,000 |
5. REVOLVING CREDIT FACILITY,34
5. REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES (Details - Term Loans) $ in Thousands | Jun. 30, 2017USD ($) |
Term loans face value | $ 634,813 |
Term loans discount | (15,915) |
Term loan carrying value | 618,898 |
First Lien Term Loans [Member] | |
Term loans face value | 466,813 |
Term loans discount | (14,089) |
Term loan carrying value | 452,724 |
Second Lien Term Loans [Member] | |
Term loans face value | 168,000 |
Term loans discount | (1,826) |
Term loan carrying value | $ 166,174 |
5. REVOLVING CREDIT FACILITY,35
5. REVOLVING CREDIT FACILITY, NOTES PAYABLE AND CAPITAL LEASES (Details Narrative) $ in Thousands | Jun. 30, 2017USD ($) |
Total credit facilities outstanding | $ 117,500 |
Fourth Amendment to First Lien [Member] | |
Discount on debt | $ 543,000 |
6. STOCK-BASED COMPENSATION (De
6. STOCK-BASED COMPENSATION (Details-Outstanding options and warrants) - Options [Member] | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
STOCK BASED COMPENSATION | |
Begining Balance | shares | 375,626 |
Granted | shares | 184,523 |
Ending Balance | shares | 560,149 |
Exercisable at the end | shares | 205,000 |
Weighted Average Exercise price Per Common Share | |
Begining Balance | $ / shares | $ 6.82 |
Granted | $ / shares | 6.30 |
Ending Balance | $ / shares | 6.65 |
Exercisable at the end | $ / shares | $ 7.51 |
Weighted Average Remaining Contractual Life | |
Ending Balance | 5 years 9 months 14 days |
Exercisable at the end | 5 months 5 days |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 793,610 |
Aggregate value exercisable | $ | $ 228,400 |
6. STOCK-BASED COMPENSATION (37
6. STOCK-BASED COMPENSATION (Details - RSU's) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
RSA's outstanding, beginning balance | shares | 573,145 |
RSA's granted | shares | 681,448 |
RSA's vested | shares | (784,242) |
RSA's outstanding, ending balance | shares | 470,351 |
Weighted-Average Remaining Contractual Term | 10 months 10 days |
Weighted-average fair value, beginning balance | $ / shares | $ 6.18 |
Weighted-average fair value, granted | $ / shares | 5.98 |
Weighted-average fair value, vested | $ / shares | 6.02 |
Weighted-average fair value, ending balance | $ / shares | $ 6.12 |
6. STOCK-BASED COMPENSATION (38
6. STOCK-BASED COMPENSATION (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)shares | |
Unrecognized stock-based compensation expense | $ | $ 919,897 |
Unrecognized expense weighted average period | 3 years 1 month 6 days |
Restated Plan [Member] | |
Shares authorized | 14,000,000 |
Shares available for future issuance, options, warrants, shares of restricted stock and other bonus awards | 3,989,703 |
Awards issued to date | 13,044,359 |
Options cancelled | 2,975,009 |
RSA's forfeited | 59,053 |
Options [Member] | |
Options exercised | 0 |
Options granted | 184,523 |
Future Service [Member] | |
Options granted | 10,000 |
Compensation expense | $ | $ 59,000 |
Restricted Stock [Member] | |
Awards issued to date | 4,945,460 |
RSA's unvested | 470,351 |