Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 09, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-33307 | ||
Entity Registrant Name | RadNet, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-3326724 | ||
Entity Address, Address Line One | 1510 Cotner Avenue | ||
Entity Address, City or Town | Los Angeles, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90025 | ||
City Area Code | 310 | ||
Local Phone Number | 478-7808 | ||
Title of 12(b) Security | Common Stock, $.0001 par value | ||
Trading Symbol | RDNT | ||
Security Exchange Name | NASDAQ | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 576.6 | ||
Entity Common Stock, Shares Outstanding | 50,694,375 | ||
Entity Central Index Key | 0000790526 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2020 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this annual report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of the registrant’s fiscal year. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 40,165 | $ 10,389 |
Accounts receivable | 154,763 | 148,919 |
Due from affiliates | 1,242 | 595 |
Prepaid expenses and other current assets | 45,004 | 46,288 |
Assets held for sale | 2,041 | 2,499 |
Total current assets | 243,215 | 208,690 |
PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS | ||
Property and equipment, net | 366,746 | 345,729 |
Operating lease right-of-use-assets | 445,477 | |
Total property, equipment and right-of-use-assets | 812,223 | 345,729 |
OTHER ASSETS | ||
Goodwill | 440,981 | 418,093 |
Other intangible assets | 42,994 | 40,593 |
Deferred financing costs | 1,559 | 1,354 |
Investment in joint ventures | 34,470 | 37,973 |
Deferred tax assets | 34,548 | 31,506 |
Deposits and other | 36,996 | 25,392 |
Total assets | 1,646,986 | 1,109,330 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other | 207,585 | 181,028 |
Due to affiliates | 14,347 | 13,089 |
Deferred revenue related to software sales | 1,316 | 2,398 |
Current portion of deferred rent | 0 | 3,735 |
Current portion of finance lease liability | 3,283 | |
Current portion of operating lease liability | 61,206 | |
Current portion of notes payable | 39,691 | 33,653 |
Current portion of obligations under capital leases | 0 | 5,614 |
Total current liabilities | 327,428 | 239,517 |
LONG-TERM LIABILITIES | ||
Deferred rent, net of current portion | 0 | 31,542 |
Long-term finance lease liability | 3,264 | |
Long-term operating lease liability | 420,922 | |
Notes payable, net of current portion | 652,704 | 626,507 |
Obligations under capital lease, net of current portion | 0 | 6,505 |
Other non-current liabilities | 9,529 | 5,006 |
Total liabilities | 1,413,847 | 909,077 |
EQUITY | ||
Common stock - $.0001 par value, 200,000,000 shares authorized; 50,314,328 and 48,977,485 shares issued and outstanding at December 31, 2019 and 2018 respectively | 5 | 5 |
Additional paid-in-capital | 262,865 | 242,835 |
Accumulated other comprehensive (loss) income | (8,026) | 2,259 |
Accumulated deficit | (103,159) | (117,915) |
Total RadNet, Inc.'s stockholders' equity | 151,685 | 127,184 |
Noncontrolling interests | 81,454 | 73,069 |
Total equity | 233,139 | 200,253 |
Total liabilities and equity | $ 1,646,986 | $ 1,109,330 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock - par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock - authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock - issued (in shares) | 50,314,328 | 48,977,485 |
Common stock - outstanding (in shares) | 50,314,328 | 48,977,485 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | |||
Service fee revenue, net of contractual allowances and discounts | $ 1,028,236 | $ 868,741 | |
Service fee revenue | $ 810,623 | ||
Total revenue | 1,154,179 | 975,146 | 922,186 |
OPERATING EXPENSES | |||
Cost of operations, excluding depreciation and amortization | 999,692 | 867,547 | 802,377 |
Depreciation and amortization | 80,607 | 72,899 | 66,796 |
Loss (gain) on sale and disposal of equipment and other | 2,383 | (2,054) | 1,142 |
Loss on impairment | 0 | 3,937 | 0 |
Severance costs | 1,619 | 1,931 | 1,821 |
Total operating expenses | 1,084,301 | 944,260 | 872,136 |
INCOME FROM OPERATIONS | 69,878 | 30,886 | 50,050 |
OTHER INCOME AND EXPENSES | |||
Interest expense | 48,044 | 43,456 | 40,623 |
Equity in earnings of joint ventures | (8,350) | (11,377) | (13,554) |
Gain on re-measurement of pre-existing interest | (768) | (39,539) | 0 |
Gain on sale of imaging centers and medical practice | 0 | 0 | (3,146) |
Other expenses (income) | 1,283 | (181) | (258) |
Total other expenses (income) | 40,209 | (7,641) | 23,665 |
INCOME BEFORE INCOME TAXES | 29,669 | 38,527 | 26,385 |
Provision for income taxes | (6,229) | (394) | (24,310) |
NET INCOME | 23,440 | 38,133 | 2,075 |
Net income attributable to noncontrolling interests | 8,684 | 5,890 | 2,022 |
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 14,756 | $ 32,243 | $ 53 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.30 | $ 0.67 | $ 0 |
DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS (in dollars per share) | $ 0.29 | $ 0.66 | $ 0 |
Weighted average shares outstanding, basic (in shares) | 49,674,858 | 48,114,275 | 46,880,775 |
Weighted average shares outstanding, diluted (in shares) | 50,244,006 | 48,678,999 | 47,401,921 |
Health Care, Patient Service | |||
REVENUE | |||
Service fee revenue, net of contractual allowances and discounts | $ 1,028,236 | $ 868,741 | $ 857,178 |
Provision for bad debts | (46,555) | ||
Revenue under capitation arrangements | |||
REVENUE | |||
Service fee revenue, net of contractual allowances and discounts | $ 125,943 | $ 106,405 | $ 111,563 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME | $ 23,440 | $ 38,133 | $ 2,075 |
Foreign currency translation adjustments | (32) | (69) | 26 |
Change in fair value of cash flow hedge, net of taxes | (10,253) | ||
Change in fair value of cash flow hedge, net of taxes | (10,253) | 2,876 | (880) |
COMPREHENSIVE INCOME | 13,155 | 40,940 | 1,221 |
Less comprehensive income attributable to noncontrolling interests | 8,684 | 5,890 | 2,022 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | $ 4,471 | $ 35,050 | $ (801) |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Radnet, Inc. Stockholders' Equity | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2016 | 46,574,904 | ||||||
Beginning balance, value at Dec. 31, 2016 | $ 52,053 | $ 4 | $ 198,387 | $ 306 | $ (150,211) | $ 48,486 | $ 3,567 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation (in shares) | 867,248 | ||||||
Stock-based compensation | 7,834 | $ 1 | 7,833 | 7,834 | |||
Non cash severance | 1,047 | ||||||
Issuance of stock for acquisitions (in shares) | 281,763 | ||||||
Issuance of stock for acquisitions | 2,500 | 2,500 | 2,500 | ||||
Sale to noncontrolling interests, net of taxes | 3,541 | 3,541 | 3,541 | ||||
Contributions from noncontrolling interests | 4,304 | 4,304 | |||||
Distributions paid to noncontrolling interests | (1,528) | (1,528) | |||||
Change in cumulative foreign currency translation adjustment | 26 | 26 | 26 | ||||
Change in fair value of cash flow hedge, net of taxes | (880) | (880) | (880) | ||||
Net income | 2,075 | 53 | 53 | 2,022 | |||
Ending balance, value at Dec. 31, 2017 | 69,925 | $ 5 | 212,261 | (548) | (150,158) | 61,560 | 8,365 |
Ending balance (in shares) at Dec. 31, 2017 | 47,723,915 | ||||||
Beginning balance (in shares) at Dec. 31, 2016 | 46,574,904 | ||||||
Beginning balance, value at Dec. 31, 2016 | 52,053 | $ 4 | 198,387 | 306 | (150,211) | 48,486 | 3,567 |
Ending balance, value at Dec. 31, 2018 | 200,253 | $ 5 | 242,835 | 2,259 | (117,915) | 127,184 | 73,069 |
Ending balance (in shares) at Dec. 31, 2018 | 48,977,485 | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 47,723,915 | ||||||
Beginning balance, value at Dec. 31, 2017 | 69,925 | $ 5 | 212,261 | (548) | (150,158) | 61,560 | 8,365 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock upon exercise of options (in shares) | 10,000 | ||||||
Issuance of stock upon exercise of options | 20 | 20 | 20 | ||||
Stock-based compensation (in shares) | 713,160 | ||||||
Stock-based compensation | 7,719 | $ 0 | 7,719 | 7,719 | |||
Forfeiture of restricted stock (in shares) | (1,150) | ||||||
Forfeiture of restricted stock | (7) | (7) | (7) | ||||
Non cash severance | 0 | ||||||
Purchase of noncontrolling interests | (200) | (43) | (43) | (157) | |||
Issuance of stock for acquisitions (in shares) | 531,560 | ||||||
Issuance of stock for acquisitions | 8,000 | 8,000 | 8,000 | ||||
Sale to noncontrolling interests, net of taxes | 34,657 | 11,991 | 11,991 | 22,666 | |||
Special distribution from noncontrolling interest | (6,281) | 2,894 | 2,894 | (9,175) | |||
Contributions from noncontrolling interests | 2,640 | 2,640 | |||||
Distributions paid to noncontrolling interests | (1,427) | (1,427) | |||||
Re-measurement of noncontrolling interest upon change in control | 44,267 | 44,267 | |||||
Change in cumulative foreign currency translation adjustment | (69) | (69) | (69) | ||||
Change in fair value of cash flow hedge, net of taxes | 2,876 | 2,876 | 2,876 | ||||
Net income | 38,133 | 32,243 | 32,243 | 5,890 | |||
Ending balance, value at Dec. 31, 2018 | 200,253 | $ 5 | 242,835 | 2,259 | (117,915) | 127,184 | 73,069 |
Ending balance (in shares) at Dec. 31, 2018 | 48,977,485 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock upon exercise of options (in shares) | 12,500 | ||||||
Issuance of stock upon exercise of options | 75 | 75 | 75 | ||||
Stock-based compensation (in shares) | 771,042 | ||||||
Stock-based compensation | 8,735 | 8,735 | 8,735 | ||||
Forfeiture of restricted stock (in shares) | (1,500) | ||||||
Forfeiture of restricted stock | (5) | (5) | (5) | ||||
Non-cash severance (in shares) | 12,692 | ||||||
Non cash severance | 188 | 188 | |||||
Issuance of stock for acquisitions (in shares) | 542,109 | ||||||
Issuance of stock for acquisitions | 7,500 | 7,500 | 7,500 | ||||
Sale to noncontrolling interests, net of taxes | 5,545 | 3,537 | 3,537 | 2,008 | |||
Contributions from noncontrolling interests | 750 | 750 | |||||
Distributions paid to noncontrolling interests | (3,057) | (3,057) | |||||
Change in cumulative foreign currency translation adjustment | (32) | (32) | (32) | ||||
Change in fair value of cash flow hedge, net of taxes | (10,253) | (10,253) | (10,253) | ||||
Net income | 23,440 | 14,756 | 14,756 | 8,684 | |||
Ending balance, value at Dec. 31, 2019 | $ 233,139 | $ 5 | $ 262,865 | $ (8,026) | $ (103,159) | $ 151,685 | $ 81,454 |
Ending balance (in shares) at Dec. 31, 2019 | 50,314,328 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 23,440 | $ 38,133 | $ 2,075 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 80,607 | 72,899 | 66,796 |
Amortization of operating lease right-of-use assets | 66,842 | ||
Provision for bad debts | 0 | 0 | 46,555 |
Equity in earnings of joint ventures, net of dividends | 248 | 13,469 | (4,864) |
Amortization and write off of deferred financing costs and loan discount | 4,184 | 3,898 | 3,483 |
Loss (gain) on sale and disposal of equipment and other | 2,383 | (2,054) | 1,142 |
Gain on sale of imaging centers | 0 | 0 | (3,146) |
Gain on re-measurement of pre-existing interest | (768) | (39,539) | 0 |
Loss on impairment | 0 | 3,937 | 0 |
Stock-based compensation | 8,730 | 7,662 | 6,787 |
Other non cash item in other expenses | (559) | 0 | 0 |
Non cash severance | 188 | 0 | 1,047 |
Change in value of contingent consideration | (3,123) | 1,749 | 0 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions: | |||
Accounts receivable | (17,482) | 2,145 | (37,164) |
Other current assets | (3,557) | (9,248) | 1,461 |
Other assets | (2,326) | (1,687) | (801) |
Deferred taxes | (3,888) | (6,935) | 19,504 |
Operating lease liability | (66,831) | ||
Deferred rent | 0 | 6,312 | 2,135 |
Deferred revenue | (1,082) | (208) | 1,034 |
Accounts payable, accrued expenses and other | 17,316 | 26,221 | 36,181 |
Net cash provided by operating activities | 104,322 | 116,754 | 142,225 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of imaging facilities | (27,150) | (73,192) | (27,612) |
Investment at cost | (143) | (2,200) | (500) |
Purchase of property and equipment | (74,153) | (72,180) | (61,336) |
Proceeds from sale of equipment | 1,160 | 2,575 | 852 |
Proceeds from the sale of equity interests in a joint venture | 132 | 0 | 0 |
Proceeds from sale of imaging and medical practice assets | 0 | 0 | 8,429 |
Proceeds from sale of internal use software | 0 | 248 | 492 |
Nulogix return of capital | 792 | 0 | 0 |
Cash contribution from partner in JV formation | 0 | 0 | 1,473 |
Equity contributions in existing and purchase of interest in joint ventures | (103) | (2,000) | (1,118) |
Net cash used in investing activities | (99,465) | (146,749) | (79,320) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Principal payments on notes and leases payable | (6,494) | (6,072) | (6,836) |
Payments on term loan debt | (40,742) | (33,830) | (196,666) |
Proceeds from debt issuance, net of issuance costs | 97,144 | 0 | 164,938 |
Distributions paid to noncontrolling interests | (3,057) | (1,427) | (1,528) |
Proceeds from sale of noncontrolling interest | 5,275 | 0 | 7,720 |
Contributions from noncontrolling partners | 750 | 2,640 | 125 |
Proceeds from revolving credit facility | 261,200 | 204,300 | 200,800 |
Payments on revolving credit facility | (289,200) | (176,300) | (200,800) |
Purchase of noncontrolling interests | 0 | (200) | 0 |
Proceeds from issuance of common stock upon exercise of options | 75 | 20 | 0 |
Net cash provided by (used in) financing activities | 24,951 | (10,869) | (32,247) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (32) | (69) | 26 |
NET INCREASE (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 29,776 | (40,933) | 30,684 |
CASH AND CASH EQUIVALENTS, beginning of period | 10,389 | 51,322 | 20,638 |
CASH AND CASH EQUIVALENTS, end of period | 40,165 | 10,389 | 51,322 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid during the period for interest | 46,254 | 37,016 | 34,197 |
Cash paid during the period for income taxes | 5,884 | 4,933 | 4,939 |
Equipment acquired and leasehold improvements | 51,700 | 47,800 | 18,500 |
Capital lease debt | 51 | 6,700 | 5,500 |
Gain (loss) on equity method investment | (134) | ||
Contingent consideration liability adjustment | (3,123) | 1,749 | 0 |
Medical Arts Radiology | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Change in value of contingent consideration | 1,700 | ||
Contingent consideration liability adjustment | 1,700 | ||
Business consideration liability adjustment recorded amount | 2,400 | ||
Noncontrolling Interest | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | 8,684 | 5,890 | 2,022 |
Special distribution from noncontrolling interest | 9,200 | ||
Radnet, Inc. Stockholders' Equity | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | 14,756 | $ 32,243 | $ 53 |
Special distribution from noncontrolling interest | $ 3,000 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NATURE OF BUSINESS We are a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States. At December 31, 2019 , we operated directly or indirectly through joint ventures with hospitals, 335 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. In addition to our imaging services, we have certain other software subsidiaries which design and sell computerized systems for the imaging industry and internally develop Artificial Intelligence, and Imaging On Call LLC, which provides teleradiology services. Our operations comprise a single segment for financial reporting purposes. The consolidated financial statements include the accounts of RadNet, Inc as well as its subsidiaries in which RadNet has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which we are the primary beneficiary (as described in more detail below). All material intercompany transactions and balances have been eliminated upon consolidation. . All of these affiliated entities are referred to collectively as “RadNet”, “we”, “us”, “our” or the “Company” in this report Accounting regulations stipulate that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all VIEs in which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity. VIEs that we consolidate as the primary beneficiary consist of professional corporations which are owned or controlled by individuals within our senior management, namely Howard G. Berger, M.D., our President and Chief Executive Officer, and John V. Crues, III, M.D., RadNet's Medical Director; both of whom are members of our Board of Directors. Dr. Berger owns, indirectly, 99% of the equity interests in Beverly Radiology Medical Group III (BRMG) and a controlling interest in two professional corporations in New York City. BRMG is responsible for the professional medical services at nearly all of our facilities located in California. Dr. Crues owns six professional corporations which provide medical services in Delaware, Maryland, New Jersey and New York. Additionally, Dr. Crues is a 1% owner of BRMG. These VIEs are collectively referred to as the consolidated medical group ("the Group"). RadNet provides non-medical, technical and administrative services to the Group for which it receives a management fee, pursuant to the related management agreements. Through the management agreements we have exclusive authority over all non-medical decision making related to the ongoing business operations and we determine the annual budget. The Group has insignificant operating assets and liabilities, and de minimis equity. Through management agreements with us, substantially all cash flows of the Group after expenses, including professional salaries, are transferred to us. We consolidate the revenue and expenses, assets and liabilities of the Group. The Group on a combined basis recognized $157.4 million , $132.9 million , and $134.6 million of revenue, net of management services fees to RadNet, for the years ended December 31, 2019 , 2018 , and 2017 , respectively and $ 157.4 million , $132.9 million , and $134.6 million of operating expenses for the years ended December 31, 2019 , 2018 , and 2017 , respectively. RadNet, Inc. recognized $618.9 million , $505.2 million , and $435.5 million of total billed net service fee revenue for the years ended December 31, 2019 , 2018 , and 2017 , respectively, for management services provided to them relating primarily to the technical portion of billed revenue. The cash flows of the Group 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 December 31, 2019 and December 31, 2018 , we have included approximately $100.3 million and $88.9 million , respectively, of accounts receivable and approximately $7.0 million and $5.6 million of accounts payable and accrued liabilities related to the Group, respectively. The creditors of the Group do not have recourse to our general credit and there are no other arrangements that could expose us to losses on behalf of them. However, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. We also own a 49% economic interest in ScriptSender, LLC, which provides secure data transmission services of medical information. Through a management agreement, RadNet provides management and accounting services and receives an agreed upon fee. ScriptSender LLC is dependent on the Company to finance its own activities, and as such we determined that it is a VIE but we are not a primary beneficiary since we do not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance. At all of our centers not serviced by the Group we have entered into long-term contracts (typically 40 years) with independent radiology groups to provide physician services at those centers. 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. 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. 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 economic controlling interest in these radiology practices as such, the financial results of these practices are not consolidated in our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION – The operating activities of subsidiaries are included in the accompanying consolidated financial statements (“financial statements”) from the date of acquisition. Investments in companies in which we have the ability to exercise significant influence, but not control, are accounted for by the equity method. All intercompany transactions and balances, with our consolidated entities and the unsettled amount of intercompany transactions with our equity method investees, have been eliminated in consolidation. As stated in Note 1 above, the Group consists of VIEs and we consolidate the operating activities and balance sheets of each. Additionally, we determined that our unconsolidated joint venture, ScriptSender, LLC, is also a VIE as it is dependent on our operational funding 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. USE OF ESTIMATES - The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions affect various matters, including our reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements; our disclosure of contingent assets and liabilities at the dates of the financial statements; and our reported amounts of revenues and expenses in our consolidated statements of operations during the reporting periods. These estimates involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could materially differ from these estimates. RECLASSIFICATION – For the year 2017, we have reclassified certain amounts within other income and expenses on the consolidated statement of operations and proceeds from issuance of debt on the consolidated statement of cash flows to conform to our 2018 and 2019 presentation. For the year 2018, we have reclassified certain amounts within other expenses on the consolidated statement of cash flows to conform to our 2019 presentation. For the years 2018 and 2017, we have reclassified certain amounts within our reconciliation of the statutory U.S. federal rate and effective rates to conform to our 2019 presentation. REVENUES – Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period our obligations to provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. As it relates to the consolidated medical group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by them as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees. As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon historical collection experience from such payors in accordance with the underlying contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have price concessions applied. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans. On January 1, 2018, we adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding our revenue recognition policies and significant judgments employed in the determination of revenue. We applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations are now reflected as implicit price concessions and therefore included as a reduction to net operating revenues in 2018 and later. For changes in credit issues not assessed at the date of service, we will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. As part of the adoption of ASC 606 allowance for doubtful accounts was reclassified to be a component of net patient accounts receivable. Other than these changes in presentation on the consolidated statement of operations and consolidated balance sheet, the adoption of ASC 606 did not have a material impact on the consolidated financial statements. As part of the adoption of ASC 606, we elected two of the available practical expedients provided for in the standard. First, we did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, we expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Our total net revenues for the years ended December 31, 2019, 2018, and 2017 are presented in the table below (in thousands): 2019 2018 2017 Commercial insurance $ 642,341 $ 542,011 $ 534,224 Medicare 237,427 192,881 179,678 Medicaid 28,283 25,615 24,133 Workers' compensation/personal injury 42,792 34,193 32,969 Other patient revenue 23,862 25,117 29,882 Management fee revenue 11,659 13,882 13,127 Imaging on call and software 17,317 16,261 18,116 Other 24,555 18,781 25,049 Service fee revenue, net of contractual allowances and discounts 1,028,236 868,741 857,178 Provision for bad debts — — (46,555 ) Net service fee revenue 1,028,236 868,741 810,623 Revenue under capitation arrangements 125,943 106,405 111,563 Total net revenue $ 1,154,179 $ 975,146 $ 922,186 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. We continuously monitor collections from our payors and record an estimated price concession based upon specific payor collection issues that we have identified and our historical experience. In 2019 and 2018 we entered into factoring agreements with various institutions and sold certain accounts receivable under non-recourse agreements. These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers. The aggregate amounts factored under these facilities, net of discounts recorded to reflect market interest rates, was $9.0 million during the year ended December 31, 2019 and $20.5 million during the year ended December 31, 2018 . Proceeds on notes receivable are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long term portion. At December 31, 2019 we have $24.2 million remaining to be collected on these agreements. We do not utilize factoring arrangements as an integral part of our financing for working capital. 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 developed a Radiology Information System (RIS) software platform that has been awarded meaningful use certification. We recorded the meaningful use incentive within non-operating income. The program ended in 2017 and we recorded approximately $250,000 to other income during the twelve months ended December 31, 2017 relating to this incentive. SOFTWARE REVENUE RECOGNITION – Our subsidiary, eRAD, Inc., sells Picture Archiving Communications Systems (“PACS”) and related services, primarily in the United States. The PACS systems sold by eRAD are primarily composed of certain elements: hardware, software, installation and training, and support. Sales are made primarily through eRAD’s sales force and generally include hardware, software, installation, training and first-year warranty support. Hardware, which is not unique or special purpose, is purchased from a third-party and resold to eRAD’s customers with a small mark-up. We have determined that our core software products, such as PACS, are essential to most of our arrangements as hardware, software and related services are sold as an integrated package. Revenue is recognized when a performance obligation is satisfied by transferring a promised good or service to a customer. For the years ended December 31, 2019 , 2018 and 2017 , we recorded approximately $10.1 million , $6.8 million, and $6.1 million , respectively, in revenue related to our eRAD business which is included in net service fee revenue in our consolidated statement of operations. At December 31, 2019 we had a deferred revenue liability of approximately $1.3 million associated with eRAD sales which we expect to recognize into revenue over the next 12 months. SOFTWARE DEVELOPMENT COSTS – When we develop our own software solutions through our eRad subsidiary, we capitalize and amortize those costs over their useful life. Costs related to the research and development of new software products and enhancements to existing software products all for resale to our customers are expensed as incurred. If we enter into agreements where we license our software to outside customers, we have recorded the receipt of these funds against the capitalized software costs. Our most major software development to date was the Radiology Information System, a front desk patient tracking software, which had total capitalized costs of approximately $6.4 million and was fully amortized as of December 31, 2018 . CONCENTRATION OF CREDIT RISKS – Financial instruments that potentially subject us to credit risk are primarily cash equivalents and accounts receivable. We have placed our cash and cash equivalents with one major financial institution. At times, the cash in the financial institution is temporarily in excess of the amount insured by the Federal Deposit Insurance Corporation, or FDIC. 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. We continuously monitor collections and maintain an allowance for bad debts based upon our historical collection experience. In addition, we have notes receivable stemming from our factoring of accounts receivable as stated above. Companies with which we factor our receivables are well known established buyers of such instruments, have agreed to assume the full risk of their collection, and to date have made all payments due to us in a timely manner. CASH AND CASH EQUIVALENTS – We consider all highly liquid investments that mature in three months or less when purchased to be cash equivalents. The carrying amount of cash and cash equivalents approximates the fair market value. DEFERRED FINANCING COSTS – Costs of financing are deferred and amortized using the effective interest rate method. Deferred financing costs are solely related to our Barclays Revolving Credit Facilities. Deferred financing costs, net of accumulated amortization, were $1.6 million and $1.4 million for the twelve months ended December 31, 2019 and 2018 , respectively. See Note 8, Revolving Credit Facility, Notes Payable, and Capital Leases for more information on our revolving lines of credit. 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 15 years . Maintenance and repairs are charged to expense as incurred. BUSINESS COMBINATION – When the qualifications for business combination accounting treatment are met, it requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. GOODWILL AND INDEFINITE LIVED INTANGIBLES – Goodwill totaled $441.0 million and $418.1 million at December 31, 2019 and December 31, 2018 , respectively. Indefinite lived intangible assets at December 31, 2019 were $11.3 million and $9.8 million at December 31, 2018 and are associated with the value of certain trade name intangibles. Goodwill and trade name intangibles are recorded as a result of business combinations. When we determine the carrying value of goodwill exceeds its fair value, an impairment charge would be recognized which should not exceed the total amount of goodwill allocated to that reporting unit. We determined fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. We assess the valuation methodology based upon the relevance and availability of the data at the time we perform the valuation. If multiple valuation methodologies are used, the results are weighted appropriately. We tested both goodwill and trade name intangibles for impairment on October 1, 2019, noting no impairment, and have not identified any indicators of impairment through December 31, 2019. During the testing of goodwill and trade name intangibles at October 1, 2018, our Teleradiology reporting unit, Imaging On Call, (IOC), experienced a reduction of professional medical group clients and a loss of a contract with a major local health provider during 2018. This affected its estimated fair value and resulted in impairment charges to our reporting unit of $3.9 million for the twelve months ended December 31, 2018 , with goodwill representing $3.8 million of the total and the remainder being its trade name of approximately $100,000 . The estimated fair value of IOC reporting unit was determined by using the discounted cash flow method. LONG-LIVED ASSETS – We evaluate our long-lived assets (property and equipment) and intangibles, other than goodwill, for impairment when events or changes indicate the carrying amount of an asset may not be recoverable. Accounting standards requires that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any periods presented. 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. Income taxes are further explained in Note 10, Income Taxes. LEASES - We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liability, and long term operating lease liability in our consolidated balance sheets. Finance leases are included in property and equipment, current finance lease liability, and long-term finance lease liability in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We include options to extend a lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. See Note 9, Leases, for more information. UNINSURED RISKS – On November 1, 2008 we obtained a fully funded and insured workers’ compensation policy, thereby eliminating any uninsured risks for employee injuries occurring on or after that date. This fully funded policy remained in effect through November 1, 2013 and continues to cover any claims incurred through this date. On November 1, 2013 we entered into a high-deductible workers’ compensation insurance policy. We have recorded liabilities of $3.8 million and $2.8 million for each of the years ending December 31, 2019 and December 31, 2018 , respectively, for the estimated future cash obligations associated with the unpaid portion of the workers compensation claims incurred. We and our affiliated physicians carry an annual medical malpractice insurance policy that protects us for claims that are filed during the policy year and that fall within policy limits. The policy has a deductible for which is $10,000 per incidence for the years ending December 31, 2019 and December 31, 2018 , respectively. In December 2008, in order to eliminate the exposure for claims not reported during the regular malpractice policy period, we purchased a medical malpractice claims made tail policy, which provides coverage for any claims reported in the event that our medical malpractice policy expires. As of December 31, 2019 , this policy remains in effect. We have entered into an arrangement with Blue Shield to administer and process claims under a self-insured plan that provides health insurance coverage for our employees and dependents. We have recorded liabilities as of December 31, 2019 and 2018 of $4.9 million and $4.8 million , respectively, for the estimated future cash obligations associated with the unpaid portion of the medical and dental claims incurred by our participants. Additionally, we entered into an agreement with Blue Shield for a stop loss policy that provides coverage for any claims that exceed $250,000 up to a maximum of $1.0 million in order for us to limit our exposure for unusual or catastrophic claims. EMPLOYEE BENEFIT PLAN – We adopted a profit-sharing/savings plan pursuant to Section 401(k) of the Internal Revenue Code that covers substantially all non-professional employees. Eligible employees may contribute on a tax-deferred basis a percentage of compensation, up to the maximum allowable under tax law. Employee contributions vest immediately. As of January 1, 2017, RadNet provides a matching contribution in the amount to a maximum of 1.0% per 4.0% of employee contribution. RadNet contributed $2.6 million for the year ended December 31, 2018 and is expected to contribute approximately $3.0 million for the plan year ended December 31, 2019 . LOSS AND OTHER UNFAVORABLE CONTRACTS – We assess the profitability of our contracts to provide management services to our contracted physician groups and identify those contracts where current operating results or forecasts indicate probable future losses. Anticipated future revenue is compared to anticipated costs and if the anticipated future cost exceeds the revenue, a loss contract accrual is recorded. In connection with the acquisition of Radiologix in November 2006, we acquired certain management service agreements which met this criterion and recorded to other non-current liabilities an $8.9 million loss contract accrual. Of the $4.6 million ending balance at December 31, 2018 , approximately $4.0 million , ( $2.8 million net of taxes), was settled against the purchase consideration of Hudson Valley Radiology Associates, P.L.L.C. (HVRA) by our VIE entity Lenox Hill Radiology and Medical Associates, P.C. and the remaining balance of approximately $558,000 was written off upon ending a contract with a physician group. See Note 4, Facility Acquisitions, Assets Held for Sale and Dispositions for further information on the purchase of HVRA. Related to acquisition activity, we entered into certain operating lease commitments for facilities where the fair market rent differs from the lease contract rate. We recorded an unfavorable contract liability representing the difference between the total value of the fair market rent and the contract rent over the current term of the lease applicable from the date of acquisition. As of December 31, 2018, the unfavorable contract liability on these leases was $2.2 million. This balance was transferred to operating lease right-of-use assets in conjunction with adoption of Accounting Standard Update No. 2016-02, Leases, which amended the accounting standards for leases. See Note 9, Leases, for further information. 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. 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 associated with option grants is calculated based on a valuation model, typically the Black–Scholes model, which requires certain management assumptions with respect to volatility. 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 11 Stock-Based Compensation for more information. FOREIGN CURRENCY TRANSLATION – The functional currency of our foreign subsidiaries is the local currency. In accordance with ASC 830, Foreign Currency Matters , assets and liabilities denominated in foreign currencies are translated using the exchange rate at the balance sheet dates. Revenues and expenses are translated using average exchange rates prevailing during the reporting period. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in the determination of net income. COMPREHENSIVE INCOME (LOSS) – Accounting guidance establishes rules for reporting and displaying comprehensive income (loss) and its components. Our unrealized gains or losses on foreign currency translation adjustments and our interest rate cap and swap agreements are included in comprehensive income (loss). The components of comprehensive income (loss) for the three years in the period ended December 31, 2019 are included in the consolidated statements of comprehensive income (loss). CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. In the second quarter of 2019, we accrued a liability of $2.3 million related to allegations by the US Attorney's Office for the Western District of New York that RadNet submitted certain claims which incorrectly identified the physician who furnished the radiology services. The final settlement, which admits no wrong-doing on behalf of RadNet, was $2.2 million and paid in September 2019. DERIVATIVE INSTRUMENTS 2016 CAPS 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 to current liabilities on our balance sheet and paid over the life of the 2016 Caps. At inception, we designated our 2016 Caps 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 of the hedge (i.e. change in fair value) is reported as a component of accumulated other comprehensive income in the consolidated statement of equity. See Fair Value Measurements section below for the fair value of the 2016 Caps at December 31, 2019 . A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive income (loss), net of taxes is as follows (amounts in thousands): Interest Rate Contracts For the twelve months ended Amount of (Loss) Gain Recognized on Derivative, net of taxes Location of Loss Recognized December 31, 2019 $(4,383) Other Comprehensive Loss December 31, 2018 2,876 Other Comprehensive Income December 31, 2017 (880) Other Comprehensive Loss 2019 SWAPS In the second quarter of 2019, we entered into four forward interest rate agreements ("2019 swaps"). The 2019 swaps have total notional amounts of $500,000,000 , consisting of two agreements of $50,000,000 each and two agreements of $200,000,000 each. The 2019 swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the two smaller notional and October 2025 for the two larger notional. Under these arrangements, we arranged the 2019 swaps with locked in 1 month LIBOR rates at 1.96% for the two $50,000,000 notional and at 2.05% for the two $200,000,000 notional. At inception, we designated our 2019 swaps 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 of the hedge (i.e. change in fair value) is rep |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING STANDARDS | RECENT ACCOUNTING STANDARDS Accounting standards adopted In February 2016, the FASB issued Accounting Standard Update ("ASU") No. 2016-02, Leases (Topic 842) (ASU 2016-02), which amends the existing accounting standards for leases. In September 2017, the FASB issued ASU No. 2017-13 which provides additional clarification and implementation guidance on the previously issued ASU No. 2016-02. Subsequently, in July 2018, the FASB issued ASU No 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Targeted Improvement, to clarify and amend the guidance in ASU No. 2016-02. The amendments in this update were effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2018, with early adoption permitted for all entities. Under the new guidance, a lessee is required to recognize a lease liability and right-of-use asset for all leases with terms in excess of twelve months. The new guidance also requires additional disclosures to enable users of financial statements to understand the amount, timing, and potential uncertainty of cash flows arising from leases. Consistent with current guidance, a lessee’s recognition, measurement, and presentation of expenses and cash flows arising from a lease will continue to depend primarily on its classification. We have elected the optional transition method to apply the standard as of the effective date and therefore, we will not apply the standard to the comparative periods presented in the consolidated financial statements. We elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. See Note 9, Leases, for more information. In February 2018, the FASB issued ASU No. 2018-02 (“ASU 2018-02”), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 allows for the reclassification of certain income tax effects related to the Tax Cuts and Jobs Act between “Accumulated other comprehensive income” and “Retained earnings.” This ASU relates to the requirement that adjustments to deferred tax liabilities and assets related to a change in tax laws or rates to be included in “Income from continuing operations”, even in situations where the related items were originally recognized in “Other comprehensive income” (rather than in “Income from continuing operations”). Subsequently, in March 2018, the FASB issued ASU No. 2018-05, Income Taxes, to clarify and amend guidance in ASU 2018-02. ASU 2018-02 and ASU 2018-05 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this ASU is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws or rates were recognized. The adoption had no significant impact on the our results of operations, financial position and cash flows. In April 2019, the FASB issued ASU 2019-04, ("ASU 2019-04"), Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which, among other things, clarifies certain hedge accounting guidance. For the year ended 2017, we elected to early adopt ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities , (Topic 815), for which this current ASU 2019-04 amends. For those entities that have already adopted ASU 2017-12, the hedging amendments in ASU 2019-04 are effective as of the beginning of the first annual reporting period beginning after 25 April 2019 and early adoption is permitted. We elected early adoption of ASU 2019-04 and the adoption had no effect on our financial statements. Accounting standards not yet adopted In June 2016, the FASB issued ASU No. 2016-13 ("ASU 2016-13), Financial Instruments - Credit Losses. ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard will be effective for us beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements, including accounting policies, processes, and systems. In August 2018, the FASB issued ASU No. 2018-15 (“ASU 2018-15”), Intangibles-Goodwill and Other-Internal-Use Software. ASU 2018-15 aligns the requirements for deferring implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is effective in the first quarter of 2020 with early adoption permitted and can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently assessing the impact of the adoption of this ASU on our results of operations, financial position and cash flows. In December 2019, the FASB issued ASU 2019-12 ("ASU 2019-12"), Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other areas of the standard. ASU 2019-12 will be effective beginning in the first quarter of 2021. Early adoption is permitted. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. We are currently evaluating the impact this ASU will have on our financial statements and related disclosures as well as the timing of adoption. In January 2020, the FASB issued ASU 2020-01 ("ASU 2020-01"), Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), clarifying the interaction between accounting standards related to equity securities, equity method investments, and certain derivatives. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020. We do not expect the adoption of this guidance will have a material impact on its consolidated financial statements. |
FACILITY ACQUISITIONS, ASSETS H
FACILITY ACQUISITIONS, ASSETS HELD FOR SALE AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
FACILITY ACQUISITIONS, ASSETS HELD FOR SALE AND DISPOSITIONS | FACILITY ACQUISITIONS, ASSETS HELD FOR SALE AND DISPOSITIONS Acquisitions On August 1, 2019 we completed a step-up acquisition upon the dissolution of our former 49% owned joint venture, Garden State Radiology LLC ("GSRN"). GSRN consisted of two multi-modality centers operating in New Jersey. GSRN became our wholly owned subsidiary with the withdrawal of the 51% majority partner for the full ownership of one center with no other consideration. We made a fair value determination of our original 49% interest which resulted in a step-up gain of approximately $1.3 million . We determined a fair value of the remaining acquired imaging center of $3.1 million in assets and $426,000 in liabilities were recognized. We recorded $1,000 in other assets, $679,000 in fixed assets, $426,000 in right-of-use assets, $426,000 in operating lease liabilities, and $2.0 million in goodwill. On August 1, 2019 we completed a step-up acquisition of our former 25% owned joint venture, Nulogix, via a stock issuance of RadNet common shares valued at $1.5 million to obtain the remaining 75% outstanding Nulogix shares. We made a fair value determination of the acquired assets and approximately $189,000 in fixed assets, $732,000 in intangible assets, $278,000 in deferred tax liability and goodwill of $1.3 million were recorded. We also made a fair value determination of our 25% pre-existing interest in the business and recognized a loss of $504,000 which is included in operating expenses within the consolidated statements of operations. On April 1, 2019 we completed our acquisition of certain assets of Kern Radiology Imaging Systems Inc., consisting of four multi-modality imaging centers located in Bakersfield, California for purchase consideration of $19.3 million . We made a fair value determination of the acquired assets and assumed liabilities and approximately $10.1 million in property and equipment, $9.7 million in right-of-use assets, $36,000 in other assets, $3.4 million in intangible assets, $14.5 million in operating lease liabilities, and $10.5 million in goodwill were recorded. On April 1, 2019 we completed our acquisition of certain assets of Zilkha Radiology Inc. consisting of two multi-modality centers located in Islip, New York for purchase consideration of $4.5 million . We made a fair value determination of the acquired assets and assumed liabilities and approximately $2.2 million in property and equipment, $5.1 million in right-of-use assets, $100,000 in intangible assets, $5.1 million in operating lease liabilities, $332,000 in finance lease liabilities and $2.6 million in goodwill were recorded. On February 28, 2019, one of VIE entities, Lenox Hill Radiology and Medical Imaging Associates, P.C. ("LHR"), purchased the membership interest of Hudson Valley Radiology Associates, P.L.L.C. ("HVRA") for $6.0 million of RadNet common stock and contingent consideration valued at $680,000 to guarantee the share value issued for a period of six months post acquisition date. LHR has performed a fair value purchase price allocation and recorded equipment of $10,000 , a covenant not to compete of $50,000 , trade name of $380,000 , other intangible assets of $340,000 and goodwill of $3.1 million from the transaction. In connection with the acquisition, RadNet also settled against the purchase consideration, $2.8 million , net of taxes, of an unfavorable vendor contract with HVRA stemming from the previous acquisition of Radiologix, Inc. in November 2006. On February 1, 2019 our majority owned subsidiary, West Valley Imaging Group, LLC ("WVIG") completed its acquisition of certain assets of West Valley Imaging Center, LLC ("West Valley"), consisting of a single multi-modality imaging center located in West Hills, CA for purchase consideration of $3.0 million all of which was initially funded by the Company. We have made a fair value determination of the acquired assets and approximately $300,000 in equipment and fixed assets, $7,000 in other assets, $200,000 in intangible assets and $2.5 million in goodwill were recorded. Subsequent to the transaction, our partner in WVIG, Cedars Sinai Medical Center, contributed $750,000 in cash to maintain its 25% economic interest in the venture. On December 3, 2018 we completed our acquisition of certain assets of Orange County Diagnostics Imaging Center consisting of five multi-modality imaging centers located in Orange County, California for purchase consideration of $6.6 million. We have made a fair valuation determination of the acquired assets and approximately $23,000 of current assets, $69,000 of other assets, $2.8 million of leaseholds and equipment, a $50,000 of covenant not to compete, and $3.6 million of goodwill were recorded. On November 5, 2018 we completed our acquisition of certain assets of Arcadia Radiology Imaging consisting of one multi-modality imaging center and one women’s center located in Arcadia, California for purchase consideration of $3.8 million. We have made a fair value determination of the acquired assets and approximately $20,000 of other assets, $819,000 of leaseholds, $80,000 equipment, $300,000 in covenants not to compete, and $2.6 million of goodwill were recorded. On November 1, 2018 we completed our acquisition of certain assets of Southern California Diagnostic Imaging consisting of a multi-modality imaging center located in Santa Ana, California for purchase consideration of $1.4 million. We have made a fair value determination of the acquired assets and approximately $18,000 of other assets, $1.2 million of leasehold improvements, $110,000 of equipment, $50,000 of covenants not to compete, and $41,000 of goodwill were recorded. On October 1, 2018 we obtained control over the operations of New Jersey Imaging Network (NJIN), formerly a joint venture, consisting of eighteen multi-modality imaging centers located throughout the state of New Jersey for no consideration through an agreement with the other equity interest holder. The change in control was effective upon the execution of an Irrevocable Proxy Agreement with the joint venture partner and third amendment of the operating agreement, which provided RadNet with the ability to make unilateral operating decisions. We have made a fair value determination of the acquired net assets and approximately $11.6 million of net working capital, $235,000 of other assets, $34.4 million of property and equipment, $582,000 of trade name. $106.1 million of goodwill, $1.0 million in net unfavorable lease contracts, $5.2 million of assumed equipment debt, and $60.0 million of assumed bank debt were recorded. We also made a fair value determination of our 49% pre existing interest in the business of approximately $42.5 million and we recognized fair value of non controlling interest of $44.3 million on the date of the transaction. The re-measurement in valuation from an existing equity investment in joint venture resulted in a gain of $39.5 million which is included in Other Income within the consolidated statements of operations. On October 1, 2018 we acquired certain assets of Medical Arts Radiology consisting of a 10 multi-modality imaging centers located in Long Island, New York. Total purchase consideration of $59.6 million consisted of cash in the amount of $50.9 million, issuance of 531,560 RadNet common shares valued at $8.0 million on the acquisition date and contingent consideration valued at $739,000 to guarantee the share value issued for a period of twelve months post acquisition date. We also assumed $2.7 million in equipment debt. We have made a value determination of the acquired assets and approximately $2.7 million of net working capital, $224,000 of other assets, $16.0 million of property and equipment, $24,000 in a covenant not to compete, $1.4 million for its trade name, unfavorable lease contracts of $130,000 and $40.7 million of goodwill were recorded. On September 1, 2018 we completed our acquisition of certain assets of Washington Heights Medical Management, LLC, consisting of a multi-modality imaging center located in New York, New York, for $3.3 million in cash. We have made a fair value determination of the acquired assets and approximately $43,000 other assets, $904,000 of leaseholds and equipment, $50,000 in a covenant not to compete, and $2.3 million of goodwill were recorded. On April 1, 2018 we completed our acquisition of certain assets of Women’s Imaging Specialists in Healthcare, consisting of a single multi-modality center located in the city of Fresno California, for purchase consideration of $5.1 million in cash. We have made a fair value determination of the acquired assets and approximately $636,000 of fixed assets and equipment, $143,000 in intangible covenants not to compete, $53,000 in intangible trade name, and $4.3 million in goodwill were recorded. On April 1, 2018 we completed our acquisition of certain assets of Valley Metabolic Imaging LLC, consisting of a single multi-modality center located in Fresno, California, for purchase consideration of $1.7 million in cash. We have made a fair value determination of the acquired assets and approximately $ 22,000 of fixed assets and equipment, $183,000 in intangible covenants not to compete, and $1.5 million in goodwill were recorded. On April 1, 2018 we completed our acquisition of certain assets of Sierra Imaging Associates LLC, consisting of a single multi-modality center located in Clovis, California, for purchase consideration of $1.5 million in cash. We have made a fair value determination of the acquired assets and approximately $270,000 of fixed assets and equipment, $83,000 in intangible covenants not to compete, and $1.1 million in goodwill were recorded. On February 22, 2018 we completed our acquisition of certain assets of Imaging Services Company of New York, LLC, consisting of a single multi-modality center located in New York, New York, for purchase consideration of $5.8 million. We have made a fair value determination of the acquired assets and approximately $3.0 million in fixed asset and equipment, a $100,000 covenant not to compete, and $2.7 million in goodwill were recorded. On January 1, 2018 we formed Beach Imaging Group, LLC (“Beach Imaging”) and contributed the operations of 24 imaging facilities spread across southern Los Angeles and Orange Counties. On the same day, MemorialCare Medical Foundation contributed $22.3 million in cash, $7.6 million in fixed assets, $7.4 million in equipment, and $545,000 in goodwill. As part of the formation, the Beach Imaging assumed $4.0 million in capital lease debt. As a result of the transaction, the Company will retain a 60% controlling interest in Beach Imaging and MemorialCare Medical Foundation will retain a 40% noncontrolling interest in Beach Imaging. Joint venture formations On February 13, 2019 we formed a wholly owned subsidiary, Ventura County Imaging Group, LLC ("VCIG"). On March 1, 2019, Dignity Health joined as a venture partner. Total agreed contribution of both parties was $10.4 million of cash and assets with RadNet contributing net assets with a book value of $4.3 million for a 60% economic interest and Dignity Health contributing $6.1 million in cash and assets for a 40% economic interest. For its contribution, RadNet transferred net assets of three wholly owned multi-modality imaging centers. Dignity Health contributed approximately $800,000 in assets to acquire 5% economic interest and paid RadNet $5.3 million for an additional 35% economic interest. We maintain controlling economic interest in VCIG and fully consolidate the results into our financial statements. Assets held for sale Effective January 1, 2018 we agreed to sell certain assets of four women’s imaging centers to MemorialCare Medical Foundation. The sale was initially anticipated within 12 months of the effective date. We are currently in discussions with the buyer and expect to complete the sale in 2020. The following table summarizes the major categories of assets which remain classified as held for sale in the accompanying consolidated balance sheets at December 31, 2019 (in thousands): Property and equipment, net $1,049 Goodwill 992 Total assets held for sale $2,041 Dispositions On April 1, 2017, we formed in conjunction 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. Upon formation, RadNet held a 40% economic interest and CSMC held a 60% economic interest. RadNet accounts for our share of the venture under the equity method. On January 1, 2019, CSMC purchased from us an additional five percent economic interest in SMIG valued at $134,000 . As a result of the transaction, our economic interest in SMIG has been reduced to 35% . We recorded a loss of $2,000 on the transaction. On September 1, 2017 we completed the equity sale of a wholly owned breast oncology practice, Breastlink Medical Group, Inc., to Verity Medical Foundation for approximately $2.8 million . We recorded a gain of approximately $845,000 and incurred severance expense of approximately $1.2 million on this transaction. On July 1, 2017 we formed a majority owned subsidiary, Advanced Imaging at Timonium Crossing, LLC, in conjunction with the University of Maryland St. Joseph Medical Center. As part of that transaction, we sold a 25% noncontrolling interest in an imaging center of our wholly owned subsidiary, Advanced Imaging Partners, Inc., to the University of Maryland St. Joseph Medical Center for $3.9 million . On the date of sale, the net book value of the 25% interest was $1.1 million and the proceeds in excess of net book value amounting to $2.8 million were recorded to equity. 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 in exchange for 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. 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. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is recorded as a result of business combinations. Activity in goodwill for the years ended December 31, 2018 and 2019 is provided below (in thousands): Balance as of December 31, 2017 $256,776 Goodwill acquired through the acquisition of Imaging Services Company of New York, LLC 2,692 Goodwill acquired through the acquisition of certain assets of MemorialCare Medical Foundation 545 Goodwill transferred to assets held for sale (1,059 ) Goodwill acquired through the acquisition of Women's Imaging Specialists in Healthcare 4268 Goodwill acquired through the acquisition of Valley Metabolic Imaging 1,469 Goodwill acquired through the acquisition of Sierra Imaging Associates 1,147 Goodwill disposed through the sale of plastic surgery unit (80 ) Goodwill acquired through the acquisition of Washington Heights Medical Management 2,303 Goodwill acquired through the acquisition of Medical Arts Radiological Group, P.C. 41,469 Goodwill acquired through the acquisition of Arcadia Radiology Imaging Services, LLC 2,582 Goodwill acquired through the acquisition of Southern California Diagnostic Imaging, Inc. 41 Goodwill acquired through the acquisition of Orange County Diagnostics Imaging Center, Inc. 3,618 Goodwill acquired through assuming operational control of New Jersey Imaging Network, LLC 106,122 Goodwill impaired in the Imaging On Call reporting unit (3,800 ) Balance as of December 31, 2018 418,093 Adjustments to our preliminary allocation of the purchase price of Medical Arts Radiological Group, P.C. 722 Goodwill acquired through the acquisition of certain assets of Dignity Health 1 Goodwill acquired through the acquisition of certain assets of West Valley Imaging Center, LLC 2,490 Goodwill disposed through sale of assets (123 ) Goodwill acquired by Lenox Hill Radiology through the membership purchase of HVRA 3,125 Goodwill acquired through the acquisition of certain assets of Kern Radiology, Inc. 10,507 Goodwill acquired through the acquisition of certain assets of Zilkha Radiology, Inc. 2,577 Goodwill acquired through the acquisition of certain assets of Ramic Mahwah, LLC 231 Goodwill acquired through the acquisition of GSRN 2,021 Goodwill acquired through the acquisition of Nulogix 1,337 Balance as of December 31, 2019 $440,981 The amount of goodwill from these acquisitions that is deductible for tax purposes as of December 31, 2019 is $160.5 million. Other intangible assets are primarily related to our business combinations and software development. They include the estimated fair values of such items as service agreements, customer lists, covenants not to compete, acquired technologies, and trade names. Total amortization expense was $3.1 million , $2.7 million , and $2.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Intangible assets are amortized using the straight-line method over their useful life determined at acquisition. Management service agreements are amortized over 25 years using the straight line method. Software development is capitalized and amortized over the useful life of the software when placed into service. Trade names are reviewed annually for impairment. The following table shows annual amortization expense, by asset classes that will be recorded over the next five years (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 15,820 $ 27,255 11.9 Covenant not to compete and other contracts 759 699 650 537 129 142 2,916 4.4 Developed Technology 244 244 142 — — — 630 2.6 Trade Names amortized 142 69 69 61 58 219 618 8.4 Trade Names indefinite life — — — — — 11,270 11,270 — Software in development — — — — — 305 305 — Total Annual Amortization $ 3,432 $ 3,299 $ 3,148 $ 2,885 $ 2,474 $ 27,756 $ 42,994 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment and accumulated depreciation and amortization are as follows (in thousands): December 31, 2019 2018 Land $ 250 $ 250 Medical equipment 425,892 449,776 Computer and office equipment, furniture and fixtures 120,490 102,798 Software development costs — 6,391 Leasehold improvements 377,417 337,878 Equipment under financing/capital lease 14,105 12,119 Total property and equipment cost 938,154 909,212 Accumulated depreciation (571,408 ) (563,483 ) Total property and equipment $ 366,746 $ 345,729 Included in our property and equipment at December 31, 2019 is approximately $42.4 million total of construction in process amounts consisting of $15.9 million in medical equipment, $2.3 million in computer and office equipment, and $24.2 million in leasehold improvements. Depreciation and amortization expense of property and equipment, including amortization of equipment under finance/capital leases, for the years ended December 31, 2019 , 2018 and 2017 was $77.5 million , $70.2 million , and $64.2 million |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, 2019 2018 Accounts payable $ 64,300 $ 68,040 Accrued expenses 83,853 60,958 Accrued salary and benefits 42,003 37,167 Accrued professional fees 17,429 14,863 Total $ 207,585 $ 181,028 |
NOTES PAYABLE, REVOLVING CREDIT
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES | 5.50x 4.50% 3.50% > 4.00x but ≤ 5.50x 3.75% 2.75% >3.50x but ≤ 4.00x 3.50% 2.50% ≤ 3.50x 3.25% 2.25% At December 31, 2019 the effective Adjusted Eurodollar Rate and the Base Rate for the First Lien Term Loans was 2.01% and 4.75% , respectively and the applicable margin for Adjusted Eurodollar Rate and Base Rate borrowings was 3.50% and 2.50% , respectively. Payments. The First Lien Credit Agreement provides for quarterly payments of principal under the First Lien Term Loans in the amount of approximately $9.7 million . Maturity Date. The maturity date for the First Lien Term Loans shall be on the earliest to occur of (i) July 1, 2023, and (ii) the date on which all First Lien Term Loans shall become due and payable in full under the First Lien Credit Agreement, whether by acceleration or otherwise. Additional Borrowing. Under the First Lien Credit Agreement, we can elect to request (i) an increase to the existing Barclays Revolving Credit Facility and/or (ii) issue additional First Lien Term Loans, provided that the aggregate amount of such increases and additions does not exceed (a) $100.0 million and (b) as long as the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) would not exceed 4.00:1.00 after giving effect to such incremental facilities, an uncapped amount of incremental facilities, in each case subject to the conditions and limitations set forth in the First Lien Credit Agreement. Each lender approached to provide all or a portion of any incremental facility may elect or decline, in its sole discretion, to provide an incremental commitment or loan. Barclays Revolving Credit Facility: Interest: Revolving loans borrowed under the Revolving Credit Facility bear interest at either an Adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Rates of the applicable margin for borrowing under the Revolving Credit Facility also change depending on our leverage ratio and are the same rates as noted in the schedule above for First Lien Term Loans. As of December 31, 2019 , the effective interest rate payable on revolving loans was 7.25% . Letters of Credit: For letters of credit issued under the Revolving Credit Facility, letter of credit fees accrue at the applicable margin of Adjusted Eurodollar Rate, currently 3.50% , and fronting fees accrue at 0.25% per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the First Lien Credit Agreement. In addition a commitment fee of 0.50% per annum accrues on the unused revolver commitments under the Revolving Credit Facility. Maturity Date: The Revolving Credit Facility will terminate on the earliest to occur of (i) July 1, 2023, (ii) the date we voluntarily agree to permanently reduce the Revolving Credit Facility to zero pursuant to section 2.13(b) of the First Lien Credit Agreement, and (iii) the date the Revolving Credit Facility is terminated due to specific events of default pursuant to section 8.01 of the First Lien Credit Agreement. The following relates to our SunTrust financing activities: Amended and Restated Revolving Credit and Term Loan Agreement On August 31, 2018, our subsidiary, NJIN, entered into the Amended and Restated Revolving Credit and Term Loan Agreement (as amended, the "SunTrust Restated Credit Agreement") as borrower with SunTrust Bank and other financial institutions as lenders and to provide NJIN aggregate credit facilities of $90.0 million as categorized below: SunTrust Term Loan: Pursuant to the SunTrust Restated Credit Agreement, the lenders thereunder made a term loan to NJIN in the amount of $60.0 million . The SunTrust Term Loan is repayable in scheduled quarterly amounts (as described below) and has a maturity date of the earlier of (i) August 31, 2023 and (ii) the date on which the principal amount of the SunTrust Term Loan has been declared or automatically has become due and payable (whether by acceleration or otherwise). SunTrust Revolving Credit Facility: The SunTrust Restated Credit Agreement establishes a $30.0 million revolving credit facility available to NJIN for funding requirements. The SunTrust Revolving Credit Facility terminates on the earliest of (i) August 31, 2023, (ii) the voluntary termination thereof by NJIN pursuant to Section 2.8 of the SunTrust Restated Credit Agreement, or (iii) the date on which all amounts outstanding under the SunTrust Restated Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). NJIN has not borrowed against the revolving credit line. Interest: Interest rates and fees of the applicable margin for borrowing under the SunTrust Restated Credit Agreement adjust depending on our leverage ratio, according to the following table: Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Applicable Margin for Letter of Credit Fees Applicable Percentage for Commitment Fee I Greater than or equal to 3.00:1.00 2.75% per annum 1.75% per annum 2.75% per annum 0.45% per annum II Less than 3.00:1.00 but greater than or equal to 2.50:1.00 2.25% per annum 1.25% per annum 2.25% per annum 0.40% per annum III Less than 2.50:1.00 but greater than or equal to 2.00:1.00 2.00% per annum 1.00% per annum 2.00% per annum 0.35% per annum IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 1.75% per annum 0.30% per annum V Less than 1.50:1.00 1.50% per annum 0.50% per annum 1.50% per annum 0.30% per annum The loans and other obligations outstanding under the SunTrust Restated Credit Agreement currently bear applicable margin and fees based on Pricing Level III described above.The loans outstanding under the SunTrust Restated Credit Agreement currently bear interest based on a three month Eurodollar election, plus the applicable margin. Payments: The scheduled amortization of the SunTrust Term Loan began December 31, 2018 with quarterly payments of $750,000 , representing annual amortization equal to 5.0% of the original principal amount of the SunTrust Term Loan. At scheduled intervals, the quarterly amortization increases by $375,000 , with the remaining balance to be paid at maturity." id="sjs-B4">NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES Revolving credit facility, notes payable, and capital lease obligations : December 31, 2019 December 31, 2018 First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 649,824 $ 587,191 Discount on First Lien Term Loans (13,579 ) (15,112 ) Term Loan Agreement collateralized by NJIN's tangible and intangible assets 55,875 59,250 Revolving Credit Facility — 28,000 Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019 — 199 Equipment notes payable at interest rates ranging from 4.4% to 5.6%, due through 2020, collateralized by medical equipment 275 632 Obligations under capital leases at interest rates ranging from 3.7% to 9.3%, due through 2022, collateralized by medical and office equipment (1) — 12,119 Total debt obligations 692,395 672,279 Less current portion (39,691 ) (39,267 ) Long-term portion debt obligations $ 652,704 $ 633,012 (1) Obligations under capital leases were transferred to Finance Lease Liability at January 1, 2019 in accordance with the adoption of Accounting Standards Update No 2016-02, Leases (Topic 842) . See Note 9, Leases, for more information. The following is a listing of annual principal maturities of notes payable exclusive of all related discounts and repayments on our revolving credit facilities for years ending December 31 (in thousands): 2020 $ 43,571 2021 43,670 2022 44,795 2023 573,938 Total notes payable obligations $ 705,974 Senior Credit Facilities: At December 31, 2019 , our Barclays credit facilities were comprised of one tranche of term loans (“First Lien Term Loans”) and a revolving credit facility of $137.5 million (the “Barclays Revolving Credit Facility”), both of which are provided pursuant to the Amended and Restated First Lien Credit and Guaranty Agreement dated July 1, 2016 (as amended, the "First Lien Credit Agreement"). At December 31, 2019 , our SunTrust credit facilities, which relate to our consolidated subsidiary NJIN, were comprised of one term loan (the "SunTrust Term Loan") and a revolving credit facility of $30.0 million (the "SunTrust Revolving Credit Facility") both of which are provided pursuant to the SunTrust Restated Credit Agreement. As of December 31, 2019 , we were in compliance with all covenants under our credit facilities. Deferred financing costs at December 31, 2019 , net of accumulated amortization, was $1.6 million and is specifically related to our Barclays Revolving Credit Facility. Included in our consolidated balance sheets at December 31, 2019 are $636.2 million of First Lien Term Loans and $55.9 million of SunTrust Term Loan debt for a combined total of $692.1 million (net of unamortized discounts of $13.6 million ) in thousands: Face Value Discount Total Carrying Value First Lien Term Loans $ 649,824 $ (13,579 ) $ 636,245 Term Loan Agreement 55,875 — 55,875 Total Term Loans $ 705,699 $ (13,579 ) $ 692,120 We had no outstanding balance under our $137.5 million Barclays Revolving Credit Facility at December 31, 2019 and had reserved an additional $5.9 million for certain letters of credit. The remaining $131.7 million of our Barclays Revolving Credit Facility was available to draw upon as of December 31, 2019 . We also had no balance under our $30.0 million SunTrust Revolving Credit Facility related to our consolidated subsidiary NJIN at December 31, 2019 . The following relates to our Barclays financing activities: 2019 Amendments to the First Lien Credit Agreement: On April 18, 2019 we entered into the following two new amendments to the First Lien Credit Agreement: (i) Amendment No. 6, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement dated as of April 18, 2019 (the “Sixth Amendment”); and (ii) Amendment No. 7 to Credit and Guaranty Agreement dated as of April 18, 2019 (the “Seventh Amendment”). The Sixth Amendment amended the First Lien Credit Agreement to issue $100.0 million in incremental First Lien Term Loans and to add an additional $20.0 million of revolving commitments to the Barclay's Revolving Credit Facility. The Seventh Amendment amends the First Lien Credit Agreement to extend the maturity date of the Barclays Revolving Credit Facility by an additional two years to July 1, 2023, unless sooner terminated in accordance with the terms of the First Lien Credit Agreement. Total issue costs added in relation to the amendments in 2019 amounted to approximately $4.4 million . Of this amount, $2.1 million was identified and capitalized as discount on debt, $683,000 was capitalized as deferred financing costs, and $1.6 million was expensed. Amounts capitalized will be amortized over the remaining term of the agreement. Terms of Barclays Credit Facilites: First Lien Term Loans: Interest: First Lien Term Loans bear interest at either an Adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Rates of the applicable margin for borrowing under the First Lien Credit Agreement will alter depending on our leverage ratio, according to the following schedule: First Lien Leverage Ratio Eurodollar Rate Spread Base Rate Spread > 5.50x 4.50% 3.50% > 4.00x but ≤ 5.50x 3.75% 2.75% >3.50x but ≤ 4.00x 3.50% 2.50% ≤ 3.50x 3.25% 2.25% At December 31, 2019 the effective Adjusted Eurodollar Rate and the Base Rate for the First Lien Term Loans was 2.01% and 4.75% , respectively and the applicable margin for Adjusted Eurodollar Rate and Base Rate borrowings was 3.50% and 2.50% , respectively. Payments. The First Lien Credit Agreement provides for quarterly payments of principal under the First Lien Term Loans in the amount of approximately $9.7 million . Maturity Date. The maturity date for the First Lien Term Loans shall be on the earliest to occur of (i) July 1, 2023, and (ii) the date on which all First Lien Term Loans shall become due and payable in full under the First Lien Credit Agreement, whether by acceleration or otherwise. Additional Borrowing. Under the First Lien Credit Agreement, we can elect to request (i) an increase to the existing Barclays Revolving Credit Facility and/or (ii) issue additional First Lien Term Loans, provided that the aggregate amount of such increases and additions does not exceed (a) $100.0 million and (b) as long as the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement) would not exceed 4.00:1.00 after giving effect to such incremental facilities, an uncapped amount of incremental facilities, in each case subject to the conditions and limitations set forth in the First Lien Credit Agreement. Each lender approached to provide all or a portion of any incremental facility may elect or decline, in its sole discretion, to provide an incremental commitment or loan. Barclays Revolving Credit Facility: Interest: Revolving loans borrowed under the Revolving Credit Facility bear interest at either an Adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Rates of the applicable margin for borrowing under the Revolving Credit Facility also change depending on our leverage ratio and are the same rates as noted in the schedule above for First Lien Term Loans. As of December 31, 2019 , the effective interest rate payable on revolving loans was 7.25% . Letters of Credit: For letters of credit issued under the Revolving Credit Facility, letter of credit fees accrue at the applicable margin of Adjusted Eurodollar Rate, currently 3.50% , and fronting fees accrue at 0.25% per annum, in each case on the average aggregate daily maximum amount available to be drawn under all letters of credit issued under the First Lien Credit Agreement. In addition a commitment fee of 0.50% per annum accrues on the unused revolver commitments under the Revolving Credit Facility. Maturity Date: The Revolving Credit Facility will terminate on the earliest to occur of (i) July 1, 2023, (ii) the date we voluntarily agree to permanently reduce the Revolving Credit Facility to zero pursuant to section 2.13(b) of the First Lien Credit Agreement, and (iii) the date the Revolving Credit Facility is terminated due to specific events of default pursuant to section 8.01 of the First Lien Credit Agreement. The following relates to our SunTrust financing activities: Amended and Restated Revolving Credit and Term Loan Agreement On August 31, 2018, our subsidiary, NJIN, entered into the Amended and Restated Revolving Credit and Term Loan Agreement (as amended, the "SunTrust Restated Credit Agreement") as borrower with SunTrust Bank and other financial institutions as lenders and to provide NJIN aggregate credit facilities of $90.0 million as categorized below: SunTrust Term Loan: Pursuant to the SunTrust Restated Credit Agreement, the lenders thereunder made a term loan to NJIN in the amount of $60.0 million . The SunTrust Term Loan is repayable in scheduled quarterly amounts (as described below) and has a maturity date of the earlier of (i) August 31, 2023 and (ii) the date on which the principal amount of the SunTrust Term Loan has been declared or automatically has become due and payable (whether by acceleration or otherwise). SunTrust Revolving Credit Facility: The SunTrust Restated Credit Agreement establishes a $30.0 million revolving credit facility available to NJIN for funding requirements. The SunTrust Revolving Credit Facility terminates on the earliest of (i) August 31, 2023, (ii) the voluntary termination thereof by NJIN pursuant to Section 2.8 of the SunTrust Restated Credit Agreement, or (iii) the date on which all amounts outstanding under the SunTrust Restated Credit Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). NJIN has not borrowed against the revolving credit line. Interest: Interest rates and fees of the applicable margin for borrowing under the SunTrust Restated Credit Agreement adjust depending on our leverage ratio, according to the following table: Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Applicable Margin for Letter of Credit Fees Applicable Percentage for Commitment Fee I Greater than or equal to 3.00:1.00 2.75% per annum 1.75% per annum 2.75% per annum 0.45% per annum II Less than 3.00:1.00 but greater than or equal to 2.50:1.00 2.25% per annum 1.25% per annum 2.25% per annum 0.40% per annum III Less than 2.50:1.00 but greater than or equal to 2.00:1.00 2.00% per annum 1.00% per annum 2.00% per annum 0.35% per annum IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 1.75% per annum 0.30% per annum V Less than 1.50:1.00 1.50% per annum 0.50% per annum 1.50% per annum 0.30% per annum The loans and other obligations outstanding under the SunTrust Restated Credit Agreement currently bear applicable margin and fees based on Pricing Level III described above.The loans outstanding under the SunTrust Restated Credit Agreement currently bear interest based on a three month Eurodollar election, plus the applicable margin. Payments: The scheduled amortization of the SunTrust Term Loan began December 31, 2018 with quarterly payments of $750,000 , representing annual amortization equal to 5.0% of the original principal amount of the SunTrust Term Loan. At scheduled intervals, the quarterly amortization increases by $375,000 , with the remaining balance to be paid at maturity. |
LEASES (Notes)
LEASES (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES Adoption of Standard In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms in excess of twelve months. Sufficient disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard was effective for us beginning January 1, 2019. We have elected the optional transition method to apply the standard as of the effective date and therefore, we will not apply the standard to the comparative periods presented in the consolidated financial statements. We also elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of the standard had a material impact on our condensed consolidated balance sheets, but did not have material impact on our condensed consolidated income statements or cash flows. Adoption of the standard resulted in the recognition of an operating lease liability of $455.5 million . Operating lease ROU assets were recorded in the amount of $419.0 million . Inclusive in the adoption was the transfer of $35.3 million in deferred rent liability and $792,000 in unfavorable rental contract liabilities to operating lease ROU assets. For finance leases, the effect of the adoption amounted to a finance lease liability of $12.1 million , which was transfered from capital lease debt and a finance right of use assets in the amount of $14.1 million which remained in property, plant and equipment. Lease Liability We have operating leases for medical facilities, administrative offices, warehouse space and major medical equipment. We lease the premises at which these facilities are located and do not have options to purchase the facilities we rent. Our most common initial term varies in length from 5 to 15 years . Including renewal options negotiated with the landlord, we can have a total span of 10 to 35 years at the facilities we lease. We also lease smaller satellite X-Ray locations on mutually renewable terms, usually lasting one year. Additionally, we have operating and finance leases for certain medical and office equipment, with lease terms generally lasting from 5 to 8 years . Our Incremental Borrowing Rate ("IBR") used to discount the stream of lease payments is closely related to the interest rates charged on our collateralized debt obligations and our IBR is adjusted when those rates experience a substantial change. The components of lease expense were as follows: Twelve months ended (In thousands) December 31, 2019 Operating lease cost $ 95,348 Finance lease cost: Depreciation of leased equipment $ 3,135 Interest on lease liabilities 395 Total finance lease cost $ 3,530 Supplemental cash flow information related to leases was as follows: Twelve months ended (In thousands) December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 95,922 Operating cash flows from financing leases 395 Financing cash flows from financing leases 5,939 Right-of-use & Equipment assets obtained in exchange for lease obligations: Operating leases (1) 482,399 Financing leases 14,105 (1) Amounts for the twelve months ended December 31, 2019 include the transition adjustment for the adoption of Topic 842 discussed in Note 3, Recent Account Standards, for further information. Supplemental balance sheet information related to leases was as follows: (In thousands, except lease term and discount rates) December 31, 2019 Operating Leases Operating lease right-of-use assets $ 445,477 Current portion of operating lease liability 61,206 Operating lease liabilities 420,922 Total operating lease liabilities $ 482,128 Finance Leases Equipment at cost $ 14,105 Accumulated depreciation (3,135 ) Equipment, net $ 10,970 Current portion of finance lease $ 3,283 Finance lease liabilities 3,264 Total finance lease liabilities $ 6,547 Weighted Average Remaining Lease Term Operating leases - years 8.8 Finance leases - years 3.3 Weighted Average Discount Rate Operating leases 6.4 % Finance leases 4.4 % Maturities of lease liabilities were as follows: (In thousands) Operating Financing Year Ending December 31, Leases Leases 2020 $ 89,881 $ 3,492 2021 88,848 2,624 2022 80,932 702 2023 69,916 11 2024 54,517 10 Thereafter 262,027 — Total Lease Payments 646,121 6,839 Less imputed interest (163,993 ) (292 ) Total $ 482,128 $ 6,547 As of December 31, 2019 , we have additional operating leases for facilities and medical equipment that have not yet commenced of approximately $16.4 million . These operating leases will commence in 2020 with lease terms of 1 to 16 years . As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities of operating lease liabilities were as follows as of December 31, 2018 (in thousands): Facilities Equipment Total 2019 $ 75,588 $ 14,924 $ 90,512 2020 66,116 14,385 80,501 2021 57,826 12,966 70,792 2022 48,542 10,264 58,806 2023 38,800 7,095 45,895 Thereafter 160,327 5,144 165,471 $ 447,199 $ 64,778 $ 511,977 |
LEASES | LEASES Adoption of Standard In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms in excess of twelve months. Sufficient disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The standard was effective for us beginning January 1, 2019. We have elected the optional transition method to apply the standard as of the effective date and therefore, we will not apply the standard to the comparative periods presented in the consolidated financial statements. We also elected the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of the standard had a material impact on our condensed consolidated balance sheets, but did not have material impact on our condensed consolidated income statements or cash flows. Adoption of the standard resulted in the recognition of an operating lease liability of $455.5 million . Operating lease ROU assets were recorded in the amount of $419.0 million . Inclusive in the adoption was the transfer of $35.3 million in deferred rent liability and $792,000 in unfavorable rental contract liabilities to operating lease ROU assets. For finance leases, the effect of the adoption amounted to a finance lease liability of $12.1 million , which was transfered from capital lease debt and a finance right of use assets in the amount of $14.1 million which remained in property, plant and equipment. Lease Liability We have operating leases for medical facilities, administrative offices, warehouse space and major medical equipment. We lease the premises at which these facilities are located and do not have options to purchase the facilities we rent. Our most common initial term varies in length from 5 to 15 years . Including renewal options negotiated with the landlord, we can have a total span of 10 to 35 years at the facilities we lease. We also lease smaller satellite X-Ray locations on mutually renewable terms, usually lasting one year. Additionally, we have operating and finance leases for certain medical and office equipment, with lease terms generally lasting from 5 to 8 years . Our Incremental Borrowing Rate ("IBR") used to discount the stream of lease payments is closely related to the interest rates charged on our collateralized debt obligations and our IBR is adjusted when those rates experience a substantial change. The components of lease expense were as follows: Twelve months ended (In thousands) December 31, 2019 Operating lease cost $ 95,348 Finance lease cost: Depreciation of leased equipment $ 3,135 Interest on lease liabilities 395 Total finance lease cost $ 3,530 Supplemental cash flow information related to leases was as follows: Twelve months ended (In thousands) December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 95,922 Operating cash flows from financing leases 395 Financing cash flows from financing leases 5,939 Right-of-use & Equipment assets obtained in exchange for lease obligations: Operating leases (1) 482,399 Financing leases 14,105 (1) Amounts for the twelve months ended December 31, 2019 include the transition adjustment for the adoption of Topic 842 discussed in Note 3, Recent Account Standards, for further information. Supplemental balance sheet information related to leases was as follows: (In thousands, except lease term and discount rates) December 31, 2019 Operating Leases Operating lease right-of-use assets $ 445,477 Current portion of operating lease liability 61,206 Operating lease liabilities 420,922 Total operating lease liabilities $ 482,128 Finance Leases Equipment at cost $ 14,105 Accumulated depreciation (3,135 ) Equipment, net $ 10,970 Current portion of finance lease $ 3,283 Finance lease liabilities 3,264 Total finance lease liabilities $ 6,547 Weighted Average Remaining Lease Term Operating leases - years 8.8 Finance leases - years 3.3 Weighted Average Discount Rate Operating leases 6.4 % Finance leases 4.4 % Maturities of lease liabilities were as follows: (In thousands) Operating Financing Year Ending December 31, Leases Leases 2020 $ 89,881 $ 3,492 2021 88,848 2,624 2022 80,932 702 2023 69,916 11 2024 54,517 10 Thereafter 262,027 — Total Lease Payments 646,121 6,839 Less imputed interest (163,993 ) (292 ) Total $ 482,128 $ 6,547 As of December 31, 2019 , we have additional operating leases for facilities and medical equipment that have not yet commenced of approximately $16.4 million . These operating leases will commence in 2020 with lease terms of 1 to 16 years . As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities of operating lease liabilities were as follows as of December 31, 2018 (in thousands): Facilities Equipment Total 2019 $ 75,588 $ 14,924 $ 90,512 2020 66,116 14,385 80,501 2021 57,826 12,966 70,792 2022 48,542 10,264 58,806 2023 38,800 7,095 45,895 Thereafter 160,327 5,144 165,471 $ 447,199 $ 64,778 $ 511,977 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the years ended December 31, 2019 , 2018 and 2017 , we recognized income tax expense comprised of the following (in thousands): December 31, 2019 2018 2017 Federal current tax $ (161 ) $ (765 ) $ 871 State current tax 7,715 7,263 4,906 Other current tax 22 20 23 Federal deferred tax 3,396 (2,020 ) 21,389 State deferred tax (4,743 ) (4,104 ) (2,879 ) Income tax expense $ 6,229 $ 394 $ 24,310 A reconciliation of the statutory U.S. federal rate and effective rates is as follows: Years Ended December 31, 2019 2018 2017 Federal tax $ 6,231 21.00 % $ 8,256 21.00 % $ 8,971 34.00 % State franchise tax, net of federal benefit 3,891 13.12 % 1,332 3.39 % 1,799 6.82 % Other Non deductible expenses 674 2.27 % 471 1.20 % 91 0.35 % Noncontrolling interests in partnerships (1,824 ) (6.15 )% (1,237 ) (3.15 )% (687 ) (2.61 )% Changes in valuation allowance (462 ) (1.56 )% 1,760 4.48 % (1,045 ) (3.96 )% Tax Cuts and Jobs Act — — % — — % 13,527 51.27 % Gain on change in control — — % (8,303 ) (21.12 )% — — % Deferred true-ups and other (761 ) (2.56 )% (4,254 ) (10.82 )% (194 ) (0.74 )% Other reconciling items (1,520 ) (5.12 )% 2,369 6.02 % 1,848 7.00 % Income tax expense $ 6,229 21.00 % $ 394 1.00 % $ 24,310 92.13 % Pursuant to the federal tax legislation that was enacted on December 22, 2017 ("Tax Act"), the Company re-measured its existing deferred tax assets and liabilities based on 21% , the current rate at which they are expected to reverse in the future. In 2017, the Company recorded provisional amounts for certain enactment-date efforts of the Act by applying the guidance in SAB 118 because it had not yet completed our enactment-date effects of the Act. The Company has completed analysis of Tax Act's income tax effects. In total, the Company recorded a non-cash charge of 13.6 million , which is included as a component of income tax expense from continuing operations in 2017. Upon further analysis of certain aspects of the Tax Act and refinement of the calculations during the 12 months ended December 31, 2018 , the Company found an immaterial adjustment was necessary. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial and income tax reporting purposes and operating loss carryforwards. Our deferred tax assets and liabilities comprise the following (in thousands): December 31, Deferred tax assets: 2019 2018 Net operating losses $ 34,490 $ 46,875 Accrued expenses 4,280 3,421 Operating lease liability 126,546 — Straight-Line rent adjustment — 9,811 Unfavorable contract liability — 1,354 Equity compensation 1,374 1,065 Allowance for doubtful accounts 27,220 14,850 Other 4,616 2,815 Valuation allowance (5,348 ) (5,810 ) Total Deferred Tax Assets $ 193,178 $ 74,381 Deferred tax liabilities: Property and equipment (6,450 ) (6,194 ) Goodwill (24,637 ) (19,780 ) Intangibles (6,669 ) (8,110 ) Operating lease right-of-use asset (115,364 ) — Non accrual experience method reserve — (1,446 ) Other (5,510 ) (7,345 ) Total Deferred Tax Liabilities $ (158,630 ) $ (42,875 ) Net Deferred Tax Asset $ 34,548 $ 31,506 As of December 31, 2019 , the Company had federal net operating loss carryforwards of approximately $136.2 million , which comprise of definite and indefinite net operating losses. We had federal net operating loss carryforwards of approximately $124.7 million , which expire at various intervals from the years 2023 to 2037, and had carryforwards of $11.5 million of net operating losses generated in 2018, which do not expire. Federal net operating losses generated following December 31, 2017 carryover indefinitely and may generally be used to offset up to 80% of future taxable net income. The Company also had state net operating loss carryforwards of approximately $98.6 million , which expire at various intervals from the years 2020 through 2039. As of December 31, 2019 , $24.6 million of our federal net operating loss carryforwards acquired in connection with the 2011 acquisition of Raven Holdings U.S., Inc. and the 2019 acquisition of Nulogix Health, Inc. are subject to limitations related to their utilization under Section 382 of the Internal Revenue Code. Future ownership changes as determined under Section 382 of the Internal Revenue Code could further limit the utilization of net operating loss carryforwards. We considered all evidence available when determining whether deferred tax assets are more likely-than-not to be realized, including projected future taxable income, scheduled reversals of deferred tax liabilities, prudent tax planning strategies, and recent financial operations. The evaluation of this evidence requires significant judgment about the forecasts of future taxable income, based on the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income. As of December 31, 2019 , we have determined that deferred tax assets of $193.2 million are more likely-than-not to be realized. We have also taken into consideration deferred tax liabilities of $24.6 million are related to book basis in goodwill that has an indefinite life. We file consolidated income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. We continue to reinvest earnings of the non-US entities for the foreseeable future and therefore have not recognized any U.S. tax expense on these earnings. With limited exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015. We do not anticipate the results of any open examinations would result in a material change to its financial position. At December 31, 2019 , the Company has unrecognized tax benefits of $4.3 million of which $3.5 million will affect the effective tax rate if recognized. A reconciliation of the total gross amounts of unrecognized tax benefits for the years ended are as follows (in thousands): December 31, 2019 2018 2017 Balance at beginning of year $ 4,629 $ 3,615 $ 3,861 Increases related to prior year tax positions (34 ) 896 1 Increases related to current year tax positions 119 111 — Expiration of the statute of limitations for the assessment of taxes (393 ) — — Increase (decrease) related to change in rate (1 ) 7 (247 ) Balance at end of year $ 4,320 $ 4,629 $ 3,615 We believe it is reasonably possible it will not materially reduce its unrecognized tax benefits within the next twelve months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During the year ended December 31, 2019 the Company accrued approximately $30,000 of interest and penalties. As of December 31, 2019 , accrued interest and penalties amounted to approximately $300,000 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 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. 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 December 31, 2019 , we had outstanding options to acquire 478,951 shares of our common stock, of which options to acquire 148,456 shares were exercisable. The following summarizes all of our option transactions for the twelve months ended December 31, 2019 : 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, 2018 513,282 $ 7.44 Granted 89,200 10.93 Exercised (12,500 ) 6.00 Canceled, forfeited or expired (111,031 ) 0.79 Balance, December 31, 2019 478,951 8.21 7.33 $ 5,790,763 Exercisable at December 31, 2019 148,456 7.29 6.42 1,931,633 Aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2019 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 December 31, 2019 . As of December 31, 2019 , total unrecognized stock-based compensation expense related to non-vested employee awards was $710,861 which is expected to be recognized over a weighted average period of approximately 1.8 years . Restricted Stock Awards (“RSA’s”) The Restated Plan permits the award of restricted stock awards (“RSA’s”). As of December 31, 2019 , we have issued a total of 6,118,276 RSA’s of which 387,934 were unvested at December 31, 2019 . The following summarizes all unvested RSA’s activities during the twelve months ended December 31, 2019 : RSA's Weighted-Average Remaining Contractual Term (Years) Weighted-Average Fair Value RSA's unvested at December 31, 2018 277,504 $ 9.77 Changes during the period Granted 636,656 $ 11.78 Vested (524,726 ) $ 11.03 Forfeited (1,500 ) $ 12.76 RSA's unvested at December 31, 2019 387,934 1.13 $ 11.61 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 twelve months ended December 31, 2019 we issued 66,600 shares relating to these awards, amounting to $1.0 million of compensation expense. Plan summary In summary, of the 14,000,000 shares of common stock reserved for issuance under the Restated Plan, at December 31, 2019 , we had issued 14,875,694 total shares between options, RSA’s and other stock awards. With options cancelled and RSA’s forfeited amounting to 3,281,040 and 61,703 shares, respectively, there remain 2,467,049 shares available under the Restated Plan for future issuance. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (unaudited) | QUARTERLY RESULTS OF OPERATIONS (unaudited) The following table sets forth a summary of our unaudited quarterly operating results for each of the last eight quarters in the years ended December 31, 2019 and 2018 . This quarterly data has been derived from our unaudited consolidated interim financial statements which, in our opinion, have been prepared on substantially the same basis as the audited financial statements contained elsewhere in this report and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited quarterly results should be read in conjunction with our financial statements and notes thereto, included elsewhere in this report. The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands except per share data). 2019 Quarter Ended 2018 Quarter Ended Mar 31 June 30 Sept 30 Dec 31 Mar 31 June 30 Sept 30 Dec 31 Statement of Operations Data: Net revenue $ 271,549 $ 289,097 $ 292,692 $ 300,840 $ 231,392 $ 244,395 $ 242,148 $ 257,211 Total operating expenses 264,279 267,113 275,842 277,571 232,280 228,525 225,700 257,755 Total other expenses 12,295 13,668 11,897 10,194 10,040 10,646 10,670 (27,620 ) Equity in earnings of joint ventures (1,873 ) (2,244 ) (1,955 ) (2,278 ) (2,977 ) (3,748 ) (2,822 ) (1,830 ) Benefit from (provision for) income taxes 1,230 (2,969 ) (1,816 ) (2,673 ) 2,497 (2,505 ) (2,827 ) 2,441 Net (loss) income (1,922 ) 7,591 5,092 12,680 (5,454 ) 6,467 5,773 31,347 Net income (loss) attributable to noncontrolling interests 1,811 2,692 1,897 2,283 1,884 1,061 734 2,211 Net (loss) income attributable to Radnet, Inc. common stockholders $ (3,733 ) $ 4,899 $ 3,195 $ 10,397 $ (7,338 ) $ 5,406 $ 5,039 $ 29,136 Basic net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share: $ (0.08 ) $ 0.10 $ 0.06 $ 0.21 $ (0.15 ) $ 0.11 $ 0.10 $ 0.60 Diluted net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share: $ (0.08 ) $ 0.10 $ 0.06 $ 0.21 $ (0.15 ) $ 0.11 $ 0.10 $ 0.59 Weighted average shares outstanding Basic 49,554 49,703 49,807 49,905 47,823 47,969 48,011 48,633 Diluted 49,554 50,145 50,360 50,634 47,823 48,526 48,615 49,259 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS As stated in Note 2, Summary of Significant Accounting Policies, we have an equity investment in WhiteRabbit.ai Inc.. In addition to our equity investment, we have a loan of $2.5 million to the company outstanding at December 31, 2019 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On March 11, 2020, we announced a definitive agreement to acquire DeepHealth, Inc. ("DeepHealth"). DeepHealth is developing solutions in machine learning and artificial intelligence to assist radiologists in interpreting images and improving patient care. The close is planned for April 1, 2020 and we will issue approximately 1.0 million RadNet common stock shares to complete the acquisition. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTSRADNET, INC. AND SUBSIDIARIES | Financial Statement Schedules SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS RADNET, INC. AND SUBSIDIARIES Balance at Beginning of Year Additional Charges Against Income Deductions from Reserve Balance at End of Year Year Ended December 31, 2017 Accounts Receivable-Allowance for Bad Debts $ 20,674 $ 46,555 $ (32,585 ) $ 34,644 All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION – The operating activities of subsidiaries are included in the accompanying consolidated financial statements (“financial statements”) from the date of acquisition. Investments in companies in which we have the ability to exercise significant influence, but not control, are accounted for by the equity method. All intercompany transactions and balances, with our consolidated entities and the unsettled amount of intercompany transactions with our equity method investees, have been eliminated in consolidation. As stated in Note 1 above, the Group consists of VIEs and we consolidate the operating activities and balance sheets of each. Additionally, we determined that our unconsolidated joint venture, ScriptSender, LLC, is also a VIE as it is dependent on our operational funding 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. |
USE OF ESTIMATES | USE OF ESTIMATES - The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions affect various matters, including our reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements; our disclosure of contingent assets and liabilities at the dates of the financial statements; and our reported amounts of revenues and expenses in our consolidated statements of operations during the reporting periods. These estimates involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could materially differ from these estimates. |
RECLASSIFICATION | RECLASSIFICATION – For the year 2017, we have reclassified certain amounts within other income and expenses on the consolidated statement of operations and proceeds from issuance of debt on the consolidated statement of cash flows to conform to our 2018 and 2019 presentation. For the year 2018, we have reclassified certain amounts within other expenses on the consolidated statement of cash flows to conform to our 2019 presentation. |
REVENUES | REVENUES – Our revenues generally relate to net patient fees received from various payors and patients themselves under contracts in which our performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period our obligations to provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. As it relates to the consolidated medical group, this service fee revenue includes payments for both the professional medical interpretation revenue recognized by them as well as the payment for all other aspects related to our providing the imaging services, for which we earn management fees. As it relates to others centers, this service fee revenue is earned through providing the use of our diagnostic imaging equipment and the provision of technical services as well as providing administration services such as clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. Our revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of contractual allowances under managed care and commercial insurance plans are based upon historical collection experience from such payors in accordance with the underlying contractual agreements. Revenues related to uninsured patients and uninsured copayment and deductible amounts for patients who have health care coverage may have price concessions applied. We also record estimated implicit price concessions (based primarily on historical collection experience) related to uninsured accounts to record self-pay revenues at the estimated amounts we expect to collect. Under capitation arrangements with various health plans, we earn a per-enrollee amount each month for making available diagnostic imaging services to all plan enrollees under the capitation arrangement. Revenue under capitation arrangements is recognized in the period in which we are obligated to provide services to plan enrollees under contracts with various health plans. On January 1, 2018, we adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding our revenue recognition policies and significant judgments employed in the determination of revenue. We applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 the majority of what was previously classified as the provision for bad debts in the statement of operations are now reflected as implicit price concessions and therefore included as a reduction to net operating revenues in 2018 and later. For changes in credit issues not assessed at the date of service, we will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. As part of the adoption of ASC 606 allowance for doubtful accounts was reclassified to be a component of net patient accounts receivable. Other than these changes in presentation on the consolidated statement of operations and consolidated balance sheet, the adoption of ASC 606 did not have a material impact on the consolidated financial statements. As part of the adoption of ASC 606, we elected two of the available practical expedients provided for in the standard. First, we did not adjust the transaction price for any financing components as those were deemed to be insignificant. Additionally, we expensed all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. |
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. We continuously monitor collections from our payors and record an estimated price concession based upon specific payor collection issues that we have identified and our historical experience. In 2019 and 2018 we entered into factoring agreements with various institutions and sold certain accounts receivable under non-recourse agreements. These transactions are accounted for as a reduction in accounts receivable as the agreements transfer effective control over and risk related to the receivables to the buyers. The aggregate amounts factored under these facilities, net of discounts recorded to reflect market interest rates, was $9.0 million during the year ended December 31, 2019 and $20.5 million during the year ended December 31, 2018 . Proceeds on notes receivable are reflected as operating activities on our statement of cash flows and on our balance sheet as prepaid expenses and other current assets for the current portion and deposits and other for the long term portion. At December 31, 2019 we have $24.2 million remaining to be collected on these agreements. We do not utilize factoring arrangements as an integral part of our financing for working capital. |
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 developed a Radiology Information System (RIS) software platform that has been awarded meaningful use certification. We recorded the meaningful use incentive within non-operating income. |
SOFTWARE REVENUE RECOGNITION | SOFTWARE REVENUE RECOGNITION – Our subsidiary, eRAD, Inc., sells Picture Archiving Communications Systems (“PACS”) and related services, primarily in the United States. The PACS systems sold by eRAD are primarily composed of certain elements: hardware, software, installation and training, and support. Sales are made primarily through eRAD’s sales force and generally include hardware, software, installation, training and first-year warranty support. Hardware, which is not unique or special purpose, is purchased from a third-party and resold to eRAD’s customers with a small mark-up. We have determined that our core software products, such as PACS, are essential to most of our arrangements as hardware, software and related services are sold as an integrated package. Revenue is recognized when a performance obligation is satisfied by transferring a promised good or service to a customer. For the years ended December 31, 2019 , 2018 and 2017 , we recorded approximately $10.1 million , $6.8 million, and $6.1 million , respectively, in revenue related to our eRAD business which is included in net service fee revenue in our consolidated statement of operations. At December 31, 2019 we had a deferred revenue liability of approximately $1.3 million associated with eRAD sales which we expect to recognize into revenue over the next 12 months. |
SOFTWARE DEVELOPMENT COSTS | SOFTWARE DEVELOPMENT COSTS – When we develop our own software solutions through our eRad subsidiary, we capitalize and amortize those costs over their useful life. Costs related to the research and development of new software products and enhancements to existing software products all for resale to our customers are expensed as incurred. If we enter into agreements where we license our software to outside customers, we have recorded the receipt of these funds against the capitalized software costs. Our most major software development to date was the Radiology Information System, a front desk patient tracking software, which had total capitalized costs of approximately $6.4 million and was fully amortized as of December 31, 2018 . |
CONCENTRATION OF CREDIT RISKS | CONCENTRATION OF CREDIT RISKS – Financial instruments that potentially subject us to credit risk are primarily cash equivalents and accounts receivable. We have placed our cash and cash equivalents with one major financial institution. At times, the cash in the financial institution is temporarily in excess of the amount insured by the Federal Deposit Insurance Corporation, or FDIC. 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. We continuously monitor collections and maintain an allowance for bad debts based upon our historical collection experience. In addition, we have notes receivable stemming from our factoring of accounts receivable as stated above. Companies with which we factor our receivables are well known established buyers of such instruments, have agreed to assume the full risk of their collection, and to date have made all payments due to us in a timely manner. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS – We consider all highly liquid investments that mature in three months or less when purchased to be cash equivalents. The carrying amount of cash and cash equivalents approximates the fair market value. |
DEFERRED FINANCING COSTS | DEFERRED FINANCING COSTS – Costs of financing are deferred and amortized using the effective interest rate method. Deferred financing costs are solely related to our Barclays Revolving Credit Facilities. Deferred financing costs, net of accumulated amortization, were $1.6 million and $1.4 million for the twelve months ended December 31, 2019 and 2018 |
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 15 years . Maintenance and repairs are charged to expense as incurred. |
BUSINESS COMBINATION | BUSINESS COMBINATION – When the qualifications for business combination accounting treatment are met, it requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. |
GOODWILL AND INDEFINITE LIVED INTANGIBLES | GOODWILL AND INDEFINITE LIVED INTANGIBLES – Goodwill totaled $441.0 million and $418.1 million at December 31, 2019 and December 31, 2018 , respectively. Indefinite lived intangible assets at December 31, 2019 were $11.3 million and $9.8 million at December 31, 2018 |
LONG-LIVED ASSETS | LONG-LIVED ASSETS – We evaluate our long-lived assets (property and equipment) and intangibles, other than goodwill, for impairment when events or changes indicate the carrying amount of an asset may not be recoverable. Accounting standards requires that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any periods presented. |
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. |
LEASES | LEASES - We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liability, and long term operating lease liability in our consolidated balance sheets. Finance leases are included in property and equipment, current finance lease liability, and long-term finance lease liability in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We include options to extend a lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For a contract in which we are a lessee that contains fixed payments for both lease and non-lease components, we have elected to account for the components as a single lease component, as permitted. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. |
UNINSURED RISKS | UNINSURED RISKS – On November 1, 2008 we obtained a fully funded and insured workers’ compensation policy, thereby eliminating any uninsured risks for employee injuries occurring on or after that date. This fully funded policy remained in effect through November 1, 2013 and continues to cover any claims incurred through this date. On November 1, 2013 we entered into a high-deductible workers’ compensation insurance policy. We have recorded liabilities of $3.8 million and $2.8 million for each of the years ending December 31, 2019 and December 31, 2018 , respectively, for the estimated future cash obligations associated with the unpaid portion of the workers compensation claims incurred. We and our affiliated physicians carry an annual medical malpractice insurance policy that protects us for claims that are filed during the policy year and that fall within policy limits. The policy has a deductible for which is $10,000 per incidence for the years ending December 31, 2019 and December 31, 2018 , respectively. In December 2008, in order to eliminate the exposure for claims not reported during the regular malpractice policy period, we purchased a medical malpractice claims made tail policy, which provides coverage for any claims reported in the event that our medical malpractice policy expires. As of December 31, 2019 , this policy remains in effect. We have entered into an arrangement with Blue Shield to administer and process claims under a self-insured plan that provides health insurance coverage for our employees and dependents. We have recorded liabilities as of December 31, 2019 and 2018 of $4.9 million and $4.8 million , respectively, for the estimated future cash obligations associated with the unpaid portion of the medical and dental claims incurred by our participants. Additionally, we entered into an agreement with Blue Shield for a stop loss policy that provides coverage for any claims that exceed $250,000 up to a maximum of $1.0 million |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN – We adopted a profit-sharing/savings plan pursuant to Section 401(k) of the Internal Revenue Code that covers substantially all non-professional employees. Eligible employees may contribute on a tax-deferred basis a percentage of compensation, up to the maximum allowable under tax law. Employee contributions vest immediately. |
LOSS AND OTHER UNFAVORABLE CONTRACTS | LOSS AND OTHER UNFAVORABLE CONTRACTS – We assess the profitability of our contracts to provide management services to our contracted physician groups and identify those contracts where current operating results or forecasts indicate probable future losses. Anticipated future revenue is compared to anticipated costs and if the anticipated future cost exceeds the revenue, a loss contract accrual is recorded. In connection with the acquisition of Radiologix in November 2006, we acquired certain management service agreements which met this criterion and recorded to other non-current liabilities an $8.9 million loss contract accrual. Of the $4.6 million ending balance at December 31, 2018 , approximately $4.0 million , ( $2.8 million net of taxes), was settled against the purchase consideration of Hudson Valley Radiology Associates, P.L.L.C. (HVRA) by our VIE entity Lenox Hill Radiology and Medical Associates, P.C. and the remaining balance of approximately $558,000 was written off upon ending a contract with a physician group. See Note 4, Facility Acquisitions, Assets Held for Sale and Dispositions for further information on the purchase of HVRA. |
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. 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 associated with option grants is calculated based on a valuation model, typically the Black–Scholes model, which requires certain management assumptions with respect to volatility. 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 11 Stock-Based Compensation for more information. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION – The functional currency of our foreign subsidiaries is the local currency. In accordance with ASC 830, Foreign Currency Matters , assets and liabilities denominated in foreign currencies are translated using the exchange rate at the balance sheet dates. Revenues and expenses are translated using average exchange rates prevailing during the reporting period. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in the determination of net income. |
COMPREHENSIVE (LOSS) INCOME | COMPREHENSIVE INCOME (LOSS) – Accounting guidance establishes rules for reporting and displaying comprehensive income (loss) and its components. Our unrealized gains or losses on foreign currency translation adjustments and our interest rate cap and swap agreements are included in comprehensive income (loss). The components of comprehensive income (loss) for the three years in the period ended December 31, 2019 are included in the consolidated statements of comprehensive income (loss). |
CONTINGENCIES | CONTINGENCIES - We are party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS 2016 CAPS 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 to current liabilities on our balance sheet and paid over the life of the 2016 Caps. At inception, we designated our 2016 Caps 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 of the hedge (i.e. change in fair value) is reported as a component of accumulated other comprehensive income in the consolidated statement of equity. See Fair Value Measurements section below for the fair value of the 2016 Caps at December 31, 2019 . A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive income (loss), net of taxes is as follows (amounts in thousands): Interest Rate Contracts For the twelve months ended Amount of (Loss) Gain Recognized on Derivative, net of taxes Location of Loss Recognized December 31, 2019 $(4,383) Other Comprehensive Loss December 31, 2018 2,876 Other Comprehensive Income December 31, 2017 (880) Other Comprehensive Loss 2019 SWAPS In the second quarter of 2019, we entered into four forward interest rate agreements ("2019 swaps"). The 2019 swaps have total notional amounts of $500,000,000 , consisting of two agreements of $50,000,000 each and two agreements of $200,000,000 each. The 2019 swaps will secure a constant interest rate associated with portions of our variable rate bank debt and have an effective date of October 13, 2020. They will mature in October 2023 for the two smaller notional and October 2025 for the two larger notional. Under these arrangements, we arranged the 2019 swaps with locked in 1 month LIBOR rates at 1.96% for the two $50,000,000 notional and at 2.05% for the two $200,000,000 notional. At inception, we designated our 2019 swaps 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 of the hedge (i.e. change in fair value) is reported as a component of comprehensive loss in the consolidated statement of equity. See Fair Value Measurements section below for the fair value of the 2019 swaps at December 31, 2019 . For the twelve months ended December 31, 2019 Effective Interest Rate Swap Amount of Loss Recognized on Derivative, net of taxes Location of Loss Recognized in Income on Derivative Interest rate contracts $(5,870) 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. Derivatives: 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 in our consolidated balance sheets, as follows (in thousands): As of December 31, 2019 Level 1 Level 2 Level 3 Total Current and long term liabilities 2016 CAPS - Interest Rate Contracts $ — $ 1,081 $ — $ 1,081 2019 SWAPS - Interest Rate Contracts $ — $ 9,477 $ — $ 9,477 As of December 31, 2018 Level 1 Level 2 Level 3 Total Current assets 2016 CAPS - Interest Rate Contracts $ — $ 3,316 $ — $ 3,316 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. Long Term Debt The table below summarizes the estimated fair value and carrying amount of our SunTrust (Term Loan Agreement) and Barclays (First Lien Term Loans) long-term debt as follows (in thousands): As of December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 708,948 $ — $ 708,948 $ 705,699 As of December 31, 2018 Level 1 Level 2 Level 3 Total Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 633,229 $ — $ 633,229 $ 646,441 Our Barclays revolving credit facility had no aggregate principal amount outstanding as of December 31, 2019 and a $28.0 million principal amount outstanding as of December 31, 2018 . Our SunTrust revolving credit facility had no aggregate principal amount outstanding for the periods ending December 31, 2019 and December 31, 2018 , respectively. The estimated fair values of our long-term debt, which is discussed in Note 8, was determined using Level 2 inputs for the Barclays and SunTrust term loans. 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): Years Ended December 31, 2019 2018 2017 Net income attributable to RadNet, Inc. common stockholders $ 14,756 $ 32,243 $ 53 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 49,674,858 48,114,275 46,880,775 Basic net income per share attributable to RadNet, Inc. common stockholders $ 0.30 $ 0.67 $ — DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 49,674,858 48,114,275 46,880,775 Add nonvested restricted stock subject only to service vesting 208,963 180,631 274,940 Add additional shares issuable upon exercise of stock options and warrants 360,185 384,093 246,206 Weighted average number of common shares used in calculating diluted net income per share 50,244,006 48,678,999 47,401,921 Diluted net income per share attributable to RadNet, Inc. common stockholders $ 0.29 $ 0.66 $ — 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 — 6,250 175,037 |
INVESTMENT IN JOINT VENTURES | INVESTMENT IN JOINT VENTURES – We have 12 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, as we do 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 December 31, 2019 . Sale of joint venture interest: 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 with RadNet holding a 40% economic interest and CSMC holding a 60% economic interest. RadNet accounts for our share of the venture under the equity method. On January 1, 2019, CSMC purchased from the us an additional five percent economic interest in SMIG valued at $134,000 . As a result of the transaction, our economic interest in SMIG has been reduced to 35% . We recorded a loss of $2,000 on the transaction. Change in control of existing joint ventures On October 6, 2014, we acquired a 49% equity interest in Garden State Radiology Network, LLC ("GSRN") for cash consideration of $2.2 million . The venture consisted of two imaging centers located in New Jersey. On August 1, 2019, the entity was dissolved by transferring ownership of the assets of the centers with each partner receiving full ownership of one center. See Note 4, Facility Acquisitions and Dispositions, for further information. On April 12, 2018 we acquired 25% share capital in Nulogix, Inc. for cash consideration of $2.0 million . On August 1, 2019 we completed via the issuance of RadNet common stock valued at $1.5 million , the acquisition of the remaining 75% economic interest and we now consolidate the financial statements of Nulogix. See Note 4, Facility Acquisitions and Dispositions, for further information. On October 1, 2018, we obtained control over the operations of NJIN through an agreement with the other equity interest holder for no cash consideration. As such, we consolidated the financial statements of NJIN effective that date. The economic interest of each party remained the same after consolidation. See Note 4, Facility Acquisitions and Dispositions, to the consolidated financial statements contain herein for further information. Joint venture investment and financial information The following table is a summary of our investment in joint ventures during the years ended December 31, 2019 and December 31, 2018 (in thousands): Balance as of December 31, 2017 $ 52,435 Equity contributions in existing and purchase of interest in joint ventures 2,000 Equity in earnings in these joint ventures 11,377 Disposition of equity method interest upon acquisition of control in NJIN (2,993 ) Distribution of earnings (24,846 ) Balance as of December 31, 2018 $ 37,973 Equity contributions in existing and purchase of interest in joint ventures 103 Equity in earnings in these joint ventures 8,350 Sale of ownership interest (134 ) Dissolution of GSRN (1,428 ) Nulogix return of capital (792 ) Nulogix change in control (1,004 ) Distribution of earnings (8,598 ) Balance as of December 31, 2019 $ 34,470 We charged management service fees from the centers underlying these joint ventures of approximately $11.4 million, $13.8 million and $13.1 million for the years ended December 31, 2019, 2018 and 2017, 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 unaudited financial data for these joint ventures as of December 31, 2019 and 2018 , respectively, and for the years ended December 31, 2019 , 2018 and 2017 , respectively, (in thousands): December 31, Balance Sheet Data: 2019 2018 Current assets $ 27,427 $ 28,317 Noncurrent assets 61,037 45,912 Current liabilities (9,217 ) (4,300 ) Noncurrent liabilities (18,872 ) (4,898 ) Total net assets $ 60,375 $ 65,031 Book value of RadNet joint venture interests $ 28,001 $ 30,030 Cost in excess of book value of acquired joint venture interests accounted for as equity method goodwill 6,469 7,943 Total value of RadNet joint venture interests $ 34,470 $ 37,973 Total book value of other joint venture partner interests $ 32,374 $ 35,001 2019 2018 2017 Net revenue $ 108,051 $ 155,820 $ 188,849 Net income $ 18,624 $ 24,596 $ 28,644 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of service fee revenue | Our total net revenues for the years ended December 31, 2019, 2018, and 2017 are presented in the table below (in thousands): 2019 2018 2017 Commercial insurance $ 642,341 $ 542,011 $ 534,224 Medicare 237,427 192,881 179,678 Medicaid 28,283 25,615 24,133 Workers' compensation/personal injury 42,792 34,193 32,969 Other patient revenue 23,862 25,117 29,882 Management fee revenue 11,659 13,882 13,127 Imaging on call and software 17,317 16,261 18,116 Other 24,555 18,781 25,049 Service fee revenue, net of contractual allowances and discounts 1,028,236 868,741 857,178 Provision for bad debts — — (46,555 ) Net service fee revenue 1,028,236 868,741 810,623 Revenue under capitation arrangements 125,943 106,405 111,563 Total net revenue $ 1,154,179 $ 975,146 $ 922,186 |
Schedule of effect of derivative instruments on comprehensive income | For the twelve months ended December 31, 2019 Effective Interest Rate Swap Amount of Loss Recognized on Derivative, net of taxes Location of Loss Recognized in Income on Derivative Interest rate contracts $(5,870) Other Comprehensive Loss A tabular presentation of the effect of derivative instruments on our consolidated statement of comprehensive income (loss), net of taxes is as follows (amounts in thousands): Interest Rate Contracts For the twelve months ended Amount of (Loss) Gain Recognized on Derivative, net of taxes Location of Loss Recognized December 31, 2019 $(4,383) Other Comprehensive Loss December 31, 2018 2,876 Other Comprehensive Income December 31, 2017 (880) Other Comprehensive Loss |
Schedule of fair value of assets and liabilities | 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 in our consolidated balance sheets, as follows (in thousands): As of December 31, 2019 Level 1 Level 2 Level 3 Total Current and long term liabilities 2016 CAPS - Interest Rate Contracts $ — $ 1,081 $ — $ 1,081 2019 SWAPS - Interest Rate Contracts $ — $ 9,477 $ — $ 9,477 As of December 31, 2018 Level 1 Level 2 Level 3 Total Current assets 2016 CAPS - Interest Rate Contracts $ — $ 3,316 $ — $ 3,316 The table below summarizes the estimated fair value and carrying amount of our SunTrust (Term Loan Agreement) and Barclays (First Lien Term Loans) long-term debt as follows (in thousands): As of December 31, 2019 Level 1 Level 2 Level 3 Total Fair Value Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 708,948 $ — $ 708,948 $ 705,699 As of December 31, 2018 Level 1 Level 2 Level 3 Total Total Face Value Term Loan Agreement and First Lien Term Loans $ — $ 633,229 $ — $ 633,229 $ 646,441 |
Schedule of earnings per share | Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data): Years Ended December 31, 2019 2018 2017 Net income attributable to RadNet, Inc. common stockholders $ 14,756 $ 32,243 $ 53 BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 49,674,858 48,114,275 46,880,775 Basic net income per share attributable to RadNet, Inc. common stockholders $ 0.30 $ 0.67 $ — DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS Weighted average number of common shares outstanding during the period 49,674,858 48,114,275 46,880,775 Add nonvested restricted stock subject only to service vesting 208,963 180,631 274,940 Add additional shares issuable upon exercise of stock options and warrants 360,185 384,093 246,206 Weighted average number of common shares used in calculating diluted net income per share 50,244,006 48,678,999 47,401,921 Diluted net income per share attributable to RadNet, Inc. common stockholders $ 0.29 $ 0.66 $ — 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 — 6,250 175,037 |
Schedule of investment in joint ventures | The following table is a summary of our investment in joint ventures during the years ended December 31, 2019 and December 31, 2018 (in thousands): Balance as of December 31, 2017 $ 52,435 Equity contributions in existing and purchase of interest in joint ventures 2,000 Equity in earnings in these joint ventures 11,377 Disposition of equity method interest upon acquisition of control in NJIN (2,993 ) Distribution of earnings (24,846 ) Balance as of December 31, 2018 $ 37,973 Equity contributions in existing and purchase of interest in joint ventures 103 Equity in earnings in these joint ventures 8,350 Sale of ownership interest (134 ) Dissolution of GSRN (1,428 ) Nulogix return of capital (792 ) Nulogix change in control (1,004 ) Distribution of earnings (8,598 ) Balance as of December 31, 2019 $ 34,470 |
Joint venture investment and financial information | The following table is a summary of key unaudited financial data for these joint ventures as of December 31, 2019 and 2018 , respectively, and for the years ended December 31, 2019 , 2018 and 2017 , respectively, (in thousands): December 31, Balance Sheet Data: 2019 2018 Current assets $ 27,427 $ 28,317 Noncurrent assets 61,037 45,912 Current liabilities (9,217 ) (4,300 ) Noncurrent liabilities (18,872 ) (4,898 ) Total net assets $ 60,375 $ 65,031 Book value of RadNet joint venture interests $ 28,001 $ 30,030 Cost in excess of book value of acquired joint venture interests accounted for as equity method goodwill 6,469 7,943 Total value of RadNet joint venture interests $ 34,470 $ 37,973 Total book value of other joint venture partner interests $ 32,374 $ 35,001 2019 2018 2017 Net revenue $ 108,051 $ 155,820 $ 188,849 Net income $ 18,624 $ 24,596 $ 28,644 |
FACILITY ACQUISITIONS AND DISPO
FACILITY ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of assets held for sale | The following table summarizes the major categories of assets which remain classified as held for sale in the accompanying consolidated balance sheets at December 31, 2019 (in thousands): Property and equipment, net $1,049 Goodwill 992 Total assets held for sale $2,041 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and other intangible assets | Activity in goodwill for the years ended December 31, 2018 and 2019 is provided below (in thousands): Balance as of December 31, 2017 $256,776 Goodwill acquired through the acquisition of Imaging Services Company of New York, LLC 2,692 Goodwill acquired through the acquisition of certain assets of MemorialCare Medical Foundation 545 Goodwill transferred to assets held for sale (1,059 ) Goodwill acquired through the acquisition of Women's Imaging Specialists in Healthcare 4268 Goodwill acquired through the acquisition of Valley Metabolic Imaging 1,469 Goodwill acquired through the acquisition of Sierra Imaging Associates 1,147 Goodwill disposed through the sale of plastic surgery unit (80 ) Goodwill acquired through the acquisition of Washington Heights Medical Management 2,303 Goodwill acquired through the acquisition of Medical Arts Radiological Group, P.C. 41,469 Goodwill acquired through the acquisition of Arcadia Radiology Imaging Services, LLC 2,582 Goodwill acquired through the acquisition of Southern California Diagnostic Imaging, Inc. 41 Goodwill acquired through the acquisition of Orange County Diagnostics Imaging Center, Inc. 3,618 Goodwill acquired through assuming operational control of New Jersey Imaging Network, LLC 106,122 Goodwill impaired in the Imaging On Call reporting unit (3,800 ) Balance as of December 31, 2018 418,093 Adjustments to our preliminary allocation of the purchase price of Medical Arts Radiological Group, P.C. 722 Goodwill acquired through the acquisition of certain assets of Dignity Health 1 Goodwill acquired through the acquisition of certain assets of West Valley Imaging Center, LLC 2,490 Goodwill disposed through sale of assets (123 ) Goodwill acquired by Lenox Hill Radiology through the membership purchase of HVRA 3,125 Goodwill acquired through the acquisition of certain assets of Kern Radiology, Inc. 10,507 Goodwill acquired through the acquisition of certain assets of Zilkha Radiology, Inc. 2,577 Goodwill acquired through the acquisition of certain assets of Ramic Mahwah, LLC 231 Goodwill acquired through the acquisition of GSRN 2,021 Goodwill acquired through the acquisition of Nulogix 1,337 Balance as of December 31, 2019 $440,981 |
Schedule of annual amortization expense | The following table shows annual amortization expense, by asset classes that will be recorded over the next five years (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Weighted average amortization period remaining in years Management Service Contracts $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 2,287 $ 15,820 $ 27,255 11.9 Covenant not to compete and other contracts 759 699 650 537 129 142 2,916 4.4 Developed Technology 244 244 142 — — — 630 2.6 Trade Names amortized 142 69 69 61 58 219 618 8.4 Trade Names indefinite life — — — — — 11,270 11,270 — Software in development — — — — — 305 305 — Total Annual Amortization $ 3,432 $ 3,299 $ 3,148 $ 2,885 $ 2,474 $ 27,756 $ 42,994 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment and accumulated depreciation and amortization are as follows (in thousands): December 31, 2019 2018 Land $ 250 $ 250 Medical equipment 425,892 449,776 Computer and office equipment, furniture and fixtures 120,490 102,798 Software development costs — 6,391 Leasehold improvements 377,417 337,878 Equipment under financing/capital lease 14,105 12,119 Total property and equipment cost 938,154 909,212 Accumulated depreciation (571,408 ) (563,483 ) Total property and equipment $ 366,746 $ 345,729 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses were comprised of the following (in thousands): December 31, 2019 2018 Accounts payable $ 64,300 $ 68,040 Accrued expenses 83,853 60,958 Accrued salary and benefits 42,003 37,167 Accrued professional fees 17,429 14,863 Total $ 207,585 $ 181,028 |
NOTES PAYABLE, REVOLVING CRED_2
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of revolving credit facility, notes payable, and capital lease obligations | Revolving credit facility, notes payable, and capital lease obligations : December 31, 2019 December 31, 2018 First Lien Term Loans collateralized by RadNet's tangible and intangible assets $ 649,824 $ 587,191 Discount on First Lien Term Loans (13,579 ) (15,112 ) Term Loan Agreement collateralized by NJIN's tangible and intangible assets 55,875 59,250 Revolving Credit Facility — 28,000 Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019 — 199 Equipment notes payable at interest rates ranging from 4.4% to 5.6%, due through 2020, collateralized by medical equipment 275 632 Obligations under capital leases at interest rates ranging from 3.7% to 9.3%, due through 2022, collateralized by medical and office equipment (1) — 12,119 Total debt obligations 692,395 672,279 Less current portion (39,691 ) (39,267 ) Long-term portion debt obligations $ 652,704 $ 633,012 |
Schedule of annual principal maturities of notes payable | The following is a listing of annual principal maturities of notes payable exclusive of all related discounts and repayments on our revolving credit facilities for years ending December 31 (in thousands): 2020 $ 43,571 2021 43,670 2022 44,795 2023 573,938 Total notes payable obligations $ 705,974 |
Schedule of term loans and financing activity | Included in our consolidated balance sheets at December 31, 2019 are $636.2 million of First Lien Term Loans and $55.9 million of SunTrust Term Loan debt for a combined total of $692.1 million (net of unamortized discounts of $13.6 million ) in thousands: Face Value Discount Total Carrying Value First Lien Term Loans $ 649,824 $ (13,579 ) $ 636,245 Term Loan Agreement 55,875 — 55,875 Total Term Loans $ 705,699 $ (13,579 ) $ 692,120 |
Schedule of leverage ratio | Interest rates and fees of the applicable margin for borrowing under the SunTrust Restated Credit Agreement adjust depending on our leverage ratio, according to the following table: Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Applicable Margin for Letter of Credit Fees Applicable Percentage for Commitment Fee I Greater than or equal to 3.00:1.00 2.75% per annum 1.75% per annum 2.75% per annum 0.45% per annum II Less than 3.00:1.00 but greater than or equal to 2.50:1.00 2.25% per annum 1.25% per annum 2.25% per annum 0.40% per annum III Less than 2.50:1.00 but greater than or equal to 2.00:1.00 2.00% per annum 1.00% per annum 2.00% per annum 0.35% per annum IV Less than 2.00:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 1.75% per annum 0.30% per annum V Less than 1.50:1.00 1.50% per annum 0.50% per annum 1.50% per annum 0.30% per annum First Lien Term Loans bear interest at either an Adjusted Eurodollar Rate or a Base Rate plus an applicable margin. Rates of the applicable margin for borrowing under the First Lien Credit Agreement will alter depending on our leverage ratio, according to the following schedule: First Lien Leverage Ratio Eurodollar Rate Spread Base Rate Spread > 5.50x 4.50% 3.50% > 4.00x but ≤ 5.50x 3.75% 2.75% >3.50x but ≤ 4.00x 3.50% 2.50% ≤ 3.50x 3.25% 2.25% |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease, cost | The components of lease expense were as follows: Twelve months ended (In thousands) December 31, 2019 Operating lease cost $ 95,348 Finance lease cost: Depreciation of leased equipment $ 3,135 Interest on lease liabilities 395 Total finance lease cost $ 3,530 Supplemental cash flow information related to leases was as follows: Twelve months ended (In thousands) December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 95,922 Operating cash flows from financing leases 395 Financing cash flows from financing leases 5,939 Right-of-use & Equipment assets obtained in exchange for lease obligations: Operating leases (1) 482,399 Financing leases 14,105 (1) Amounts for the twelve months ended December 31, 2019 include the transition adjustment for the adoption of Topic 842 discussed in Note 3, Recent Account Standards, for further information. |
Assets and liabilities lessee | Supplemental balance sheet information related to leases was as follows: (In thousands, except lease term and discount rates) December 31, 2019 Operating Leases Operating lease right-of-use assets $ 445,477 Current portion of operating lease liability 61,206 Operating lease liabilities 420,922 Total operating lease liabilities $ 482,128 Finance Leases Equipment at cost $ 14,105 Accumulated depreciation (3,135 ) Equipment, net $ 10,970 Current portion of finance lease $ 3,283 Finance lease liabilities 3,264 Total finance lease liabilities $ 6,547 Weighted Average Remaining Lease Term Operating leases - years 8.8 Finance leases - years 3.3 Weighted Average Discount Rate Operating leases 6.4 % Finance leases 4.4 % |
Maturities of finance lease liability | Maturities of lease liabilities were as follows: (In thousands) Operating Financing Year Ending December 31, Leases Leases 2020 $ 89,881 $ 3,492 2021 88,848 2,624 2022 80,932 702 2023 69,916 11 2024 54,517 10 Thereafter 262,027 — Total Lease Payments 646,121 6,839 Less imputed interest (163,993 ) (292 ) Total $ 482,128 $ 6,547 |
Maturities of operating lease liability | Maturities of lease liabilities were as follows: (In thousands) Operating Financing Year Ending December 31, Leases Leases 2020 $ 89,881 $ 3,492 2021 88,848 2,624 2022 80,932 702 2023 69,916 11 2024 54,517 10 Thereafter 262,027 — Total Lease Payments 646,121 6,839 Less imputed interest (163,993 ) (292 ) Total $ 482,128 $ 6,547 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities of operating lease liabilities were as follows as of December 31, 2018 (in thousands): Facilities Equipment Total 2019 $ 75,588 $ 14,924 $ 90,512 2020 66,116 14,385 80,501 2021 57,826 12,966 70,792 2022 48,542 10,264 58,806 2023 38,800 7,095 45,895 Thereafter 160,327 5,144 165,471 $ 447,199 $ 64,778 $ 511,977 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | For the years ended December 31, 2019 , 2018 and 2017 , we recognized income tax expense comprised of the following (in thousands): December 31, 2019 2018 2017 Federal current tax $ (161 ) $ (765 ) $ 871 State current tax 7,715 7,263 4,906 Other current tax 22 20 23 Federal deferred tax 3,396 (2,020 ) 21,389 State deferred tax (4,743 ) (4,104 ) (2,879 ) Income tax expense $ 6,229 $ 394 $ 24,310 |
Schedule of reconciliation of income tax expense | A reconciliation of the statutory U.S. federal rate and effective rates is as follows: Years Ended December 31, 2019 2018 2017 Federal tax $ 6,231 21.00 % $ 8,256 21.00 % $ 8,971 34.00 % State franchise tax, net of federal benefit 3,891 13.12 % 1,332 3.39 % 1,799 6.82 % Other Non deductible expenses 674 2.27 % 471 1.20 % 91 0.35 % Noncontrolling interests in partnerships (1,824 ) (6.15 )% (1,237 ) (3.15 )% (687 ) (2.61 )% Changes in valuation allowance (462 ) (1.56 )% 1,760 4.48 % (1,045 ) (3.96 )% Tax Cuts and Jobs Act — — % — — % 13,527 51.27 % Gain on change in control — — % (8,303 ) (21.12 )% — — % Deferred true-ups and other (761 ) (2.56 )% (4,254 ) (10.82 )% (194 ) (0.74 )% Other reconciling items (1,520 ) (5.12 )% 2,369 6.02 % 1,848 7.00 % Income tax expense $ 6,229 21.00 % $ 394 1.00 % $ 24,310 92.13 % |
Schedule of deferred tax assets and liabilities | Our deferred tax assets and liabilities comprise the following (in thousands): December 31, Deferred tax assets: 2019 2018 Net operating losses $ 34,490 $ 46,875 Accrued expenses 4,280 3,421 Operating lease liability 126,546 — Straight-Line rent adjustment — 9,811 Unfavorable contract liability — 1,354 Equity compensation 1,374 1,065 Allowance for doubtful accounts 27,220 14,850 Other 4,616 2,815 Valuation allowance (5,348 ) (5,810 ) Total Deferred Tax Assets $ 193,178 $ 74,381 Deferred tax liabilities: Property and equipment (6,450 ) (6,194 ) Goodwill (24,637 ) (19,780 ) Intangibles (6,669 ) (8,110 ) Operating lease right-of-use asset (115,364 ) — Non accrual experience method reserve — (1,446 ) Other (5,510 ) (7,345 ) Total Deferred Tax Liabilities $ (158,630 ) $ (42,875 ) Net Deferred Tax Asset $ 34,548 $ 31,506 |
Schedule of unrecognized tax benefits | A reconciliation of the total gross amounts of unrecognized tax benefits for the years ended are as follows (in thousands): December 31, 2019 2018 2017 Balance at beginning of year $ 4,629 $ 3,615 $ 3,861 Increases related to prior year tax positions (34 ) 896 1 Increases related to current year tax positions 119 111 — Expiration of the statute of limitations for the assessment of taxes (393 ) — — Increase (decrease) related to change in rate (1 ) 7 (247 ) Balance at end of year $ 4,320 $ 4,629 $ 3,615 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of options activity | The following summarizes all of our option transactions for the twelve months ended December 31, 2019 : 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, 2018 513,282 $ 7.44 Granted 89,200 10.93 Exercised (12,500 ) 6.00 Canceled, forfeited or expired (111,031 ) 0.79 Balance, December 31, 2019 478,951 8.21 7.33 $ 5,790,763 Exercisable at December 31, 2019 148,456 7.29 6.42 1,931,633 |
Schedule of RSA activity | The following summarizes all unvested RSA’s activities during the twelve months ended December 31, 2019 : RSA's Weighted-Average Remaining Contractual Term (Years) Weighted-Average Fair Value RSA's unvested at December 31, 2018 277,504 $ 9.77 Changes during the period Granted 636,656 $ 11.78 Vested (524,726 ) $ 11.03 Forfeited (1,500 ) $ 12.76 RSA's unvested at December 31, 2019 387,934 1.13 $ 11.61 |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands except per share data). 2019 Quarter Ended 2018 Quarter Ended Mar 31 June 30 Sept 30 Dec 31 Mar 31 June 30 Sept 30 Dec 31 Statement of Operations Data: Net revenue $ 271,549 $ 289,097 $ 292,692 $ 300,840 $ 231,392 $ 244,395 $ 242,148 $ 257,211 Total operating expenses 264,279 267,113 275,842 277,571 232,280 228,525 225,700 257,755 Total other expenses 12,295 13,668 11,897 10,194 10,040 10,646 10,670 (27,620 ) Equity in earnings of joint ventures (1,873 ) (2,244 ) (1,955 ) (2,278 ) (2,977 ) (3,748 ) (2,822 ) (1,830 ) Benefit from (provision for) income taxes 1,230 (2,969 ) (1,816 ) (2,673 ) 2,497 (2,505 ) (2,827 ) 2,441 Net (loss) income (1,922 ) 7,591 5,092 12,680 (5,454 ) 6,467 5,773 31,347 Net income (loss) attributable to noncontrolling interests 1,811 2,692 1,897 2,283 1,884 1,061 734 2,211 Net (loss) income attributable to Radnet, Inc. common stockholders $ (3,733 ) $ 4,899 $ 3,195 $ 10,397 $ (7,338 ) $ 5,406 $ 5,039 $ 29,136 Basic net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share: $ (0.08 ) $ 0.10 $ 0.06 $ 0.21 $ (0.15 ) $ 0.11 $ 0.10 $ 0.60 Diluted net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share: $ (0.08 ) $ 0.10 $ 0.06 $ 0.21 $ (0.15 ) $ 0.11 $ 0.10 $ 0.59 Weighted average shares outstanding Basic 49,554 49,703 49,807 49,905 47,823 47,969 48,011 48,633 Diluted 49,554 50,145 50,360 50,634 47,823 48,526 48,615 49,259 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Center | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of centers | Center | 335 | ||
Schedule of Equity Method Investments [Line Items] | |||
BRMG and NY Groups revenues | $ 157.4 | $ 132.9 | $ 134.6 |
BRMG and NY Groups operating expenses | 157.4 | 132.9 | 134.6 |
Management services provided to BRMG and NY Groups | 618.9 | 505.2 | $ 435.5 |
BRMG and NY Groups accounts receivable | 100.3 | 88.9 | |
BRMG and NY Groups accounts payable | $ 7 | $ 5.6 | |
Beverly Radiology Medical Group III | Chief Executive Officer | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest percentage | 99.00% | ||
Beverly Radiology Medical Group III | Board Member | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest percentage | 1.00% | ||
ScriptSender LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest percentage | 49.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Summary of net revenue) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | $ 1,028,236 | $ 868,741 | |||||||||
Total revenue | $ 300,840 | $ 292,692 | $ 289,097 | $ 271,549 | $ 257,211 | $ 242,148 | $ 244,395 | $ 231,392 | 1,154,179 | 975,146 | $ 922,186 |
Health Care, Patient Service | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 1,028,236 | 868,741 | 857,178 | ||||||||
Provision for bad debts | (46,555) | ||||||||||
Commercial insurance | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 642,341 | 542,011 | 534,224 | ||||||||
Medicare | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 237,427 | 192,881 | 179,678 | ||||||||
Medicaid | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 28,283 | 25,615 | 24,133 | ||||||||
Workers' compensation/personal injury | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 42,792 | 34,193 | 32,969 | ||||||||
Other patient revenue | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 23,862 | 25,117 | 29,882 | ||||||||
Management fee revenue | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 11,659 | 13,882 | 13,127 | ||||||||
Imaging on call and software | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 17,317 | 16,261 | 18,116 | ||||||||
Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 24,555 | 18,781 | 25,049 | ||||||||
Net service fee revenue | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | 1,028,236 | 868,741 | 810,623 | ||||||||
Revenue under capitation arrangements | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Service fee revenue, net of contractual allowances and discounts | $ 125,943 | $ 106,405 | $ 111,563 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Narrative) | Dec. 31, 2019USD ($)joint_ventureshares | Nov. 05, 2019USD ($) | Aug. 01, 2019USD ($) | Jan. 01, 2019USD ($) | Apr. 12, 2018USD ($) | Mar. 01, 2018USD ($) | Feb. 01, 2018USD ($)shares | Mar. 24, 2017USD ($) | Sep. 30, 2019USD ($) | Nov. 06, 2014USD ($) | Sep. 30, 2019 | Dec. 31, 2019USD ($)joint_ventureshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 11, 2019shares | Jun. 30, 2019USD ($) | Feb. 28, 2019USD ($) | Aug. 01, 2017 | Apr. 01, 2017 | Nov. 30, 2006USD ($) |
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Factored accounts receivable | $ 9,000,000 | $ 20,500,000 | ||||||||||||||||||
Factoring receivable | $ 24,200,000 | 24,200,000 | ||||||||||||||||||
Meaningful use incentive income | $ 250,000 | |||||||||||||||||||
Service fee revenue, net of contractual allowances and discounts | 1,028,236,000 | 868,741,000 | ||||||||||||||||||
Deferred revenue liability | 1,300,000 | 1,300,000 | ||||||||||||||||||
Deferred financing costs, net of accumulated amortization | 1,600,000 | 1,600,000 | 1,400,000 | |||||||||||||||||
Goodwill | 440,981,000 | 440,981,000 | 418,093,000 | 256,776,000 | ||||||||||||||||
Indefinite lived intangible assets | 11,300,000 | 11,300,000 | 9,800,000 | |||||||||||||||||
Loss on impairment | 0 | 3,937,000 | 0 | |||||||||||||||||
Goodwill impairment | 3,800,000 | |||||||||||||||||||
Workers' compensation liability, current | 3,800,000 | 3,800,000 | 2,800,000 | |||||||||||||||||
Medical malpractice deductible per incidence | 10,000 | $ 10,000 | 10,000 | |||||||||||||||||
Employer matching contribution, percent | 1.00% | |||||||||||||||||||
Employee contribution, percent | 4.00% | |||||||||||||||||||
Expected employee contribution | $ 3,000,000 | 2,600,000 | ||||||||||||||||||
Contract loss accrual | 4,600,000 | |||||||||||||||||||
Contract loss accrual, written off | 558,000 | |||||||||||||||||||
Unfavorable contract liability | 2,200,000 | 2,200,000 | ||||||||||||||||||
Total net assets | $ 60,375,000 | $ 60,375,000 | 65,031,000 | |||||||||||||||||
Number of unconsolidated joint ventures | joint_venture | 12 | 12 | ||||||||||||||||||
Loss on equity method investment | $ 134,000 | |||||||||||||||||||
Medic Vision | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Equity interest percentage | 14.21% | 12.50% | 14.21% | |||||||||||||||||
Investment at cost | $ 200,000 | $ 1,000,000 | ||||||||||||||||||
Option to purchase additional equity method investment | $ 1,400,000 | |||||||||||||||||||
Ownership interest percentage acquired | 1.96% | |||||||||||||||||||
Initial ownership percentage after dilution | 12.25% | |||||||||||||||||||
Total net assets | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||
Turner Imaging Systems | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Investment at cost | $ 2,000,000 | |||||||||||||||||||
Shares purchased | shares | 2,100,000 | |||||||||||||||||||
Turner Imaging | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Preferred stock issued upon conversion (in shares) | shares | 80,000 | |||||||||||||||||||
WhiteRabbit.ai Inc. | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Investment at cost | $ 1,000,000 | |||||||||||||||||||
Payments to fund loan to related parties | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||
Santa Monica Imaging Group | RadNet | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Equity interest percentage | 35.00% | 40.00% | 40.00% | |||||||||||||||||
Loss on equity method investment | $ 2,000 | |||||||||||||||||||
Santa Monica Imaging Group | Cedars Sinai Medical Center | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Equity interest percentage | 60.00% | 60.00% | ||||||||||||||||||
Additional equity interest acquired | 5.00% | |||||||||||||||||||
Investment owned, at fair value | $ 134,000 | |||||||||||||||||||
2016 Caps | LIBOR | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||||||||||||||
September 2020 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 150,000,000 | $ 150,000,000 | ||||||||||||||||||
October 2020 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | 350,000,000 | 350,000,000 | ||||||||||||||||||
Radiologix | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Contract loss accrual | $ 8,900,000 | |||||||||||||||||||
Hudson Valley Radiology Associates | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Goodwill | $ 3,100,000 | |||||||||||||||||||
Hudson Valley Radiology Associates | Primedex Health Systems Inc. and Radiologix | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Unfavorable lease contracts acquired, gross | 4,000,000 | |||||||||||||||||||
Unfavorable lease contracts acquired | $ 2,800,000 | |||||||||||||||||||
Garden State Radiology Network LLC | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Goodwill | $ 2,000,000 | |||||||||||||||||||
Equity interest percentage | 49.00% | |||||||||||||||||||
Investment at cost | $ 2,200,000 | |||||||||||||||||||
Loss on equity method investment | $ (1,300,000) | |||||||||||||||||||
Nulogix, Inc. | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Equity interest percentage | 75.00% | 25.00% | ||||||||||||||||||
Investment at cost | $ 1,500,000 | $ 2,000,000 | ||||||||||||||||||
Loss on equity method investment | $ 504,000 | |||||||||||||||||||
Health Insurance | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Self-insurance accrual | 4,900,000 | $ 4,900,000 | 4,800,000 | |||||||||||||||||
Minimum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based payment award, expiration period | 5 years | |||||||||||||||||||
Minimum | Blue Shield | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Stop loss policy claim amount | 250,000 | $ 250,000 | ||||||||||||||||||
Minimum | Dignity Health | Glendale Advanced Imaging | Joint Venture | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Economic interest | 35.00% | |||||||||||||||||||
Minimum | Property and equipment, net | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 3 years | |||||||||||||||||||
Minimum | Leasehold improvements | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 3 years | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 5 years | |||||||||||||||||||
Share-based payment award, expiration period | 10 years | |||||||||||||||||||
Maximum | Blue Shield | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Stop loss policy claim amount | 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Maximum | Dignity Health | Glendale Advanced Imaging | Joint Venture | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Economic interest | 55.00% | |||||||||||||||||||
Maximum | Property and equipment, net | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 15 years | |||||||||||||||||||
Maximum | Leasehold improvements | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 15 years | |||||||||||||||||||
Barclays | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Total credit facilities outstanding | 0 | $ 0 | 28,000,000 | |||||||||||||||||
SunTrust | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Total credit facilities outstanding | 0 | 0 | 0 | |||||||||||||||||
Software developed for internal use | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Capitalized software costs, gross | $ 6,400,000 | 6,400,000 | ||||||||||||||||||
Imaging On Call | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Loss on impairment | 3,900,000 | |||||||||||||||||||
Goodwill impairment | 3,800,000 | |||||||||||||||||||
Write off of the reporting unit trade name | 100,000 | |||||||||||||||||||
Net service fee revenue | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Service fee revenue, net of contractual allowances and discounts | 1,028,236,000 | 868,741,000 | 810,623,000 | |||||||||||||||||
Net service fee revenue | eRAD | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Service fee revenue, net of contractual allowances and discounts | 10,100,000 | 6,800,000 | 6,100,000 | |||||||||||||||||
Investment Advisory, Management and Administrative Service | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Service fee revenue, net of contractual allowances and discounts | $ 11,400,000 | 13,800,000 | $ 13,100,000 | |||||||||||||||||
Investment Advisory, Management and Administrative Service | Minimum | Property and equipment, net | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 3 years | |||||||||||||||||||
Investment Advisory, Management and Administrative Service | Minimum | Leasehold improvements | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
PP&E useful life | 3 years | |||||||||||||||||||
Restated Plan | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Shares authorized | shares | 14,000,000 | 14,000,000 | ||||||||||||||||||
Restated Plan | Minimum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based payment award, expiration period | 5 years | |||||||||||||||||||
Restated Plan | Maximum | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Share-based payment award, award vesting period | 5 years | |||||||||||||||||||
Share-based payment award, expiration period | 10 years | |||||||||||||||||||
US Attorneys Office For The Western District of New York | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Loss contingency accrual liability | $ 2,300,000 | |||||||||||||||||||
Settled Litigation | US Attorneys Office For The Western District of New York | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Litigation settlement | $ 2,200,000 | |||||||||||||||||||
2016 Caps | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Interest rate caps premium liability | $ 5,300,000 | $ 5,300,000 | ||||||||||||||||||
2019 SWAPS | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | 500,000,000 | |||||||||||||||||||
2019 SWAPS | Interest Rate Swap | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 50,000,000 | |||||||||||||||||||
2019 SWAPS | Interest Rate Swap | LIBOR | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 1.96% | |||||||||||||||||||
2019 SWAPS | October 2023 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 50,000,000 | |||||||||||||||||||
2019 SWAPS | October 2025 | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | 200,000,000 | |||||||||||||||||||
2019 SWAPS1 | Interest Rate Swap | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Notional amounts | $ 200,000,000 | |||||||||||||||||||
2019 SWAPS1 | Interest Rate Swap | LIBOR | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2.05% | |||||||||||||||||||
Promissory note | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Convertible promissory note | $ 0 | $ 0 | $ 199,000 | |||||||||||||||||
Promissory note | Turner Imaging | ||||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||||
Convertible promissory note | $ 143,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Derivatives) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Offsetting Assets [Line Items] | |||
Change in fair value of cash flow hedge, net of taxes | $ (10,253) | ||
Change in fair value of cash flow hedge, net of taxes | 10,253 | $ (2,876) | $ 880 |
Interest Rate Cap | |||
Offsetting Assets [Line Items] | |||
Change in fair value of cash flow hedge, net of taxes | (4,383) | ||
Change in fair value of cash flow hedge, net of taxes | $ 2,876 | $ (880) | |
Interest Rate Swap | |||
Offsetting Assets [Line Items] | |||
Change in fair value of cash flow hedge, net of taxes | $ (5,870) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair Value Measurements) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
First Lien Term Loans | $ 705,699 | $ 646,441 |
Interest Rate Cap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 1,081 | |
2016 CAPS - Interest Rate Contracts | 3,316 | |
Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 9,477 | |
Fair Value, Inputs, Level 1 | Interest Rate Cap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 0 | |
2016 CAPS - Interest Rate Contracts | 0 | |
Fair Value, Inputs, Level 1 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 0 | |
Fair Value, Inputs, Level 2 | Interest Rate Cap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 1,081 | |
2016 CAPS - Interest Rate Contracts | 3,316 | |
Fair Value, Inputs, Level 2 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 9,477 | |
Fair Value, Inputs, Level 3 | Interest Rate Cap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 0 | |
2016 CAPS - Interest Rate Contracts | 0 | |
Fair Value, Inputs, Level 3 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 CAPS - Interest Rate Contracts | 0 | |
Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
First Lien Term Loans | 708,948 | 633,229 |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
First Lien Term Loans | 0 | 0 |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
First Lien Term Loans | 708,948 | 633,229 |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
First Lien Term Loans | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Earnings Per Share) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Net income attributable to RadNet, Inc. common stockholders | $ 10,397 | $ 3,195 | $ 4,899 | $ (3,733) | $ 29,136 | $ 5,039 | $ 5,406 | $ (7,338) | $ 14,756 | $ 32,243 | $ 53 |
BASIC NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | |||||||||||
Weighted average number of common shares outstanding during the period (in shares) | 49,905 | 49,807 | 49,703 | 49,554 | 48,633 | 48,011 | 47,969 | 47,823 | 49,674,858 | 48,114,275 | 46,880,775 |
Basic net income per share attributable to RadNet, inc. common stockholders (in dollars per share) | $ 0.21 | $ 0.06 | $ 0.10 | $ (0.08) | $ 0.60 | $ 0.10 | $ 0.11 | $ (0.15) | $ 0.30 | $ 0.67 | $ 0 |
DILUTED NET INCOME PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS | |||||||||||
Weighted average number of common shares outstanding during the period (in shares) | 49,905 | 49,807 | 49,703 | 49,554 | 48,633 | 48,011 | 47,969 | 47,823 | 49,674,858 | 48,114,275 | 46,880,775 |
Add nonvested restricted stock subject only to service vesting (in shares) | 208,963 | 180,631 | 274,940 | ||||||||
Add additional shares issuable upon exercise of stock options and warrants (in shares) | 360,185 | 384,093 | 246,206 | ||||||||
Weighted average number of common shares used in calculating diluted net income per share (in shares) | 50,634 | 50,360 | 50,145 | 49,554 | 49,259 | 48,615 | 48,526 | 47,823 | 50,244,006 | 48,678,999 | 47,401,921 |
Diluted net income per share attributable to RadNet, Inc. common stockholders (in dollars per share) | $ 0.21 | $ 0.06 | $ 0.10 | $ (0.08) | $ 0.59 | $ 0.10 | $ 0.11 | $ (0.15) | $ 0.29 | $ 0.66 | $ 0 |
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 (in shares) | 0 | 6,250 | 175,037 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Investment in Joint Ventures) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Beginning balance | $ 37,973 | $ 52,435 | $ 37,973 | $ 52,435 | |||||||
Equity contributions in existing and purchase of interest in joint ventures | 103 | 2,000 | |||||||||
Equity in earnings in these joint ventures | $ 2,278 | $ 1,955 | $ 2,244 | $ 1,873 | $ 1,830 | $ 2,822 | $ 3,748 | $ 2,977 | 8,350 | 11,377 | $ 13,554 |
Sale of ownership interest | (134) | ||||||||||
Dissolution of GSRN | (1,428) | ||||||||||
Nulogix return of capital | (792) | 0 | 0 | ||||||||
Equity interest acquiree remeasurement loss | (1,004) | (2,993) | |||||||||
Distribution of earnings | (8,598) | (24,846) | |||||||||
Ending balance | $ 34,470 | $ 37,973 | $ 34,470 | $ 37,973 | $ 52,435 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Key Financial Data on Joint Ventures) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Data: | |||
Current assets | $ 27,427 | $ 28,317 | |
Noncurrent assets | 61,037 | 45,912 | |
Current liabilities | (9,217) | (4,300) | |
Noncurrent liabilities | (18,872) | (4,898) | |
Total net assets | 60,375 | 65,031 | |
Book value of RadNet joint venture interests | 28,001 | 30,030 | |
Cost in excess of book value of acquired joint venture interests accounted for as equity method goodwill | 6,469 | 7,943 | |
Total value of RadNet joint venture interests | 34,470 | 37,973 | $ 52,435 |
Total book value of other joint venture partner interests | 32,374 | 35,001 | |
Net revenue | 108,051 | 155,820 | 188,849 |
Net Income From Joint Ventures | $ 18,624 | $ 24,596 | $ 28,644 |
FACILITY ACQUISITIONS, ASSETS_2
FACILITY ACQUISITIONS, ASSETS HELD FOR SALE AND DISPOSITIONS (Details - Narrative) - USD ($) $ in Thousands | Aug. 01, 2019 | Apr. 01, 2019 | Mar. 01, 2019 | Feb. 28, 2019 | Feb. 01, 2019 | Jan. 01, 2019 | Dec. 03, 2018 | Nov. 05, 2018 | Nov. 01, 2018 | Oct. 01, 2018 | Sep. 01, 2018 | Apr. 12, 2018 | Apr. 01, 2018 | Feb. 22, 2018 | Jan. 01, 2018 | Sep. 01, 2017 | Jul. 01, 2017 | Apr. 28, 2017 | Apr. 01, 2017 | Nov. 06, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2017 |
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Sale of ownership interest | $ (134) | |||||||||||||||||||||||
Fixed assets acquired | $ 15,000 | |||||||||||||||||||||||
Goodwill acquired | 440,981 | $ 418,093 | $ 256,776 | |||||||||||||||||||||
Fair value of investment | 28,001 | 30,030 | ||||||||||||||||||||||
Gain on step up valuation | 768 | 39,539 | 0 | |||||||||||||||||||||
Capital lease assumed | 4,000 | |||||||||||||||||||||||
Proceeds from sale of business | 132 | 0 | 0 | |||||||||||||||||||||
Severance costs | $ 1,619 | $ 1,931 | $ 1,821 | |||||||||||||||||||||
Breastlink Medical | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Sale of ownership interest | $ 845 | |||||||||||||||||||||||
Proceeds from sale of business | 2,800 | |||||||||||||||||||||||
Severance costs | $ 1,200 | |||||||||||||||||||||||
Advanced Imaging at Timonium | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Proceeds from sale of business | $ 3,900 | |||||||||||||||||||||||
Transfer of fixed assets to new joint venture | 1,100 | |||||||||||||||||||||||
Proceeds in excess of book value | $ 2,800 | |||||||||||||||||||||||
Rhode Island Medical Imaging, Inc | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Sale of ownership interest | $ 1,900 | |||||||||||||||||||||||
Proceeds from sale of business | $ 4,500 | |||||||||||||||||||||||
West Valley Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Proceeds from sale of business | $ 5,900 | |||||||||||||||||||||||
Transfer of fixed assets to new joint venture | 3,000 | |||||||||||||||||||||||
Proceeds in excess of book value | 1,800 | |||||||||||||||||||||||
Oncology practices | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Sale of ownership interest | 361 | |||||||||||||||||||||||
Proceeds from sale of business | $ 1,200 | |||||||||||||||||||||||
Garden State Radiology Network LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 49.00% | |||||||||||||||||||||||
Sale of ownership interest | $ 1,300 | |||||||||||||||||||||||
Fixed assets acquired | 679 | |||||||||||||||||||||||
Operating lease liabilities acquired | 426 | |||||||||||||||||||||||
Other assets acquired | 1 | |||||||||||||||||||||||
Right-of-use assets acquired | 426 | |||||||||||||||||||||||
Goodwill acquired | $ 2,000 | |||||||||||||||||||||||
Payments to acquire equity method investments | $ 2,200 | |||||||||||||||||||||||
Nulogix, Inc. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 75.00% | 25.00% | ||||||||||||||||||||||
Sale of ownership interest | $ (504) | |||||||||||||||||||||||
Payments to acquire equity method investments | $ 1,500 | $ 2,000 | ||||||||||||||||||||||
Jefferson Health | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 51.00% | |||||||||||||||||||||||
New Jersey Imaging Network, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 49.00% | |||||||||||||||||||||||
Fixed assets acquired | $ 3,100 | $ 34,400 | ||||||||||||||||||||||
Goodwill acquired | 106,100 | |||||||||||||||||||||||
Unfavorable lease contracts acquired | 1,000 | |||||||||||||||||||||||
Other current assets acquired | 235 | |||||||||||||||||||||||
Net working capital acquired | 11,600 | |||||||||||||||||||||||
Equipment debt assumed | 5,200 | |||||||||||||||||||||||
Bank debt assumed | 60,000 | |||||||||||||||||||||||
Fair value of investment | 42,500 | |||||||||||||||||||||||
Adjustment of New Jersey Imaging Network investment balance | 44,300 | |||||||||||||||||||||||
Gain on step up valuation | 39,500 | |||||||||||||||||||||||
Nulogix,Inc. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 189 | |||||||||||||||||||||||
Goodwill acquired | 1,300 | |||||||||||||||||||||||
Intangible assets acquired | 732 | |||||||||||||||||||||||
Deferred tax liability | $ 278 | |||||||||||||||||||||||
Kern Radiology Imaging Systems Inc. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 10,100 | |||||||||||||||||||||||
Operating lease liabilities acquired | 14,500 | |||||||||||||||||||||||
Other assets acquired | 36 | |||||||||||||||||||||||
Right-of-use assets acquired | 9,700 | |||||||||||||||||||||||
Goodwill acquired | 10,500 | |||||||||||||||||||||||
Intangible assets acquired | 3,400 | |||||||||||||||||||||||
Consideration transferred | 19,300 | |||||||||||||||||||||||
Zilkha Radiology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 2,200 | |||||||||||||||||||||||
Operating lease liabilities acquired | 5,100 | |||||||||||||||||||||||
Right-of-use assets acquired | 5,100 | |||||||||||||||||||||||
Goodwill acquired | 2,600 | |||||||||||||||||||||||
Intangible assets acquired | 100 | |||||||||||||||||||||||
Consideration transferred | 4,500 | |||||||||||||||||||||||
Finance lease liabilities acquired | $ 332 | |||||||||||||||||||||||
Hudson Valley Radiology Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Goodwill acquired | $ 3,100 | |||||||||||||||||||||||
Intangible assets acquired | 340 | |||||||||||||||||||||||
Consideration transferred | 680 | |||||||||||||||||||||||
Value of RadNet stock issued in acquisition | 6,000 | |||||||||||||||||||||||
Equipment acquired | 10 | |||||||||||||||||||||||
West Valley Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 300 | |||||||||||||||||||||||
Other assets acquired | 7 | |||||||||||||||||||||||
Goodwill acquired | 2,500 | |||||||||||||||||||||||
Intangible assets acquired | 200 | |||||||||||||||||||||||
Consideration transferred | 3,000 | |||||||||||||||||||||||
Orange County Diagnostics Imaging Center | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 2,800 | |||||||||||||||||||||||
Other assets acquired | 69 | |||||||||||||||||||||||
Goodwill acquired | 3,600 | |||||||||||||||||||||||
Consideration transferred | 6,600 | |||||||||||||||||||||||
Other current assets acquired | 23 | |||||||||||||||||||||||
Arcadia Radiology Imaging | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Goodwill acquired | $ 2,600 | |||||||||||||||||||||||
Consideration transferred | 3,800 | |||||||||||||||||||||||
Equipment acquired | 80 | |||||||||||||||||||||||
Other current assets acquired | 20 | |||||||||||||||||||||||
Southern California Diagnostic Imaging, Inc | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Goodwill acquired | $ 41 | |||||||||||||||||||||||
Consideration transferred | 1,400 | |||||||||||||||||||||||
Equipment acquired | 110 | |||||||||||||||||||||||
Other current assets acquired | 18 | |||||||||||||||||||||||
Medical Arts Radiology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 16,000 | |||||||||||||||||||||||
Goodwill acquired | 40,700 | |||||||||||||||||||||||
Consideration transferred | 59,600 | |||||||||||||||||||||||
Unfavorable lease contracts acquired | 130 | |||||||||||||||||||||||
Other current assets acquired | 224 | |||||||||||||||||||||||
Net working capital acquired | 2,700 | |||||||||||||||||||||||
Equipment debt assumed | 2,700 | |||||||||||||||||||||||
Cash acquired from acquisition | 50,900 | |||||||||||||||||||||||
Contingent consideration to guarantee share value issued | 739 | |||||||||||||||||||||||
Payments to acquire business | 50,900 | |||||||||||||||||||||||
Washington Heights Medical Management, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 904 | |||||||||||||||||||||||
Goodwill acquired | 2,300 | |||||||||||||||||||||||
Other current assets acquired | 43 | |||||||||||||||||||||||
Payments to acquire business | 3,300 | |||||||||||||||||||||||
Women's Imaging Specialists in Healthcare | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 636 | |||||||||||||||||||||||
Goodwill acquired | 4,300 | |||||||||||||||||||||||
Payments to acquire business | 5,100 | |||||||||||||||||||||||
Valley Metabolic Imaging | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 22 | |||||||||||||||||||||||
Goodwill acquired | 1,500 | |||||||||||||||||||||||
Payments to acquire business | 1,700 | |||||||||||||||||||||||
Sierra Imaging Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 270 | |||||||||||||||||||||||
Goodwill acquired | 1,100 | |||||||||||||||||||||||
Payments to acquire business | 1,500 | |||||||||||||||||||||||
Imaging Services Company of New York | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | $ 3,000 | |||||||||||||||||||||||
Goodwill acquired | 2,700 | |||||||||||||||||||||||
Consideration transferred | 5,800 | |||||||||||||||||||||||
Ventura County Imaging Group, LLC. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 60.00% | |||||||||||||||||||||||
Payments to acquire equity method investments | $ 10,400 | |||||||||||||||||||||||
Dignity Health. | Ventura County Imaging Group, LLC. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 40.00% | |||||||||||||||||||||||
Fixed assets acquired | $ 4,300 | |||||||||||||||||||||||
Payments to acquire equity method investments | 6,100 | |||||||||||||||||||||||
Payments to acquire equity method investments, Assets | $ 800 | |||||||||||||||||||||||
Equity interest percentage in exchange for assets | 5.00% | |||||||||||||||||||||||
Payments to acquire equity method investments, cash | $ 5,300 | |||||||||||||||||||||||
Equity interest percentage in exchange for cash | 35.00% | |||||||||||||||||||||||
Leasehold improvements | Arcadia Radiology Imaging | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 819 | |||||||||||||||||||||||
Leasehold improvements | Southern California Diagnostic Imaging, Inc | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 1,200 | |||||||||||||||||||||||
Noncompete Agreements | Hudson Valley Radiology Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 50 | |||||||||||||||||||||||
Noncompete Agreements | Orange County Diagnostics Imaging Center | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 50 | |||||||||||||||||||||||
Noncompete Agreements | Arcadia Radiology Imaging | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 300 | |||||||||||||||||||||||
Noncompete Agreements | Southern California Diagnostic Imaging, Inc | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 50 | |||||||||||||||||||||||
Noncompete Agreements | Medical Arts Radiology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 24 | |||||||||||||||||||||||
Noncompete Agreements | Washington Heights Medical Management, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 50 | |||||||||||||||||||||||
Noncompete Agreements | Women's Imaging Specialists in Healthcare | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 143 | |||||||||||||||||||||||
Noncompete Agreements | Valley Metabolic Imaging | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 183 | |||||||||||||||||||||||
Noncompete Agreements | Sierra Imaging Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 83 | |||||||||||||||||||||||
Noncompete Agreements | Imaging Services Company of New York | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 100 | |||||||||||||||||||||||
Trade Names | New Jersey Imaging Network, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 582 | |||||||||||||||||||||||
Trade Names | Hudson Valley Radiology Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 380 | |||||||||||||||||||||||
Trade Names | Medical Arts Radiology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | 1,400 | |||||||||||||||||||||||
Trade Names | Women's Imaging Specialists in Healthcare | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Intangible assets acquired | $ 53 | |||||||||||||||||||||||
Common Stock | Medical Arts Radiology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Value of RadNet stock issued in acquisition | $ 8,000 | |||||||||||||||||||||||
RadNet stock issued in acquisition (shares) | 531,560 | |||||||||||||||||||||||
Primedex Health Systems Inc. and Radiologix | Hudson Valley Radiology Associates | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Unfavorable lease contracts acquired | $ 2,800 | |||||||||||||||||||||||
MemorialCare Medical Foundation | Beach Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Fixed assets acquired | 7,600 | |||||||||||||||||||||||
Goodwill acquired | 545 | |||||||||||||||||||||||
Equipment acquired | 7,400 | |||||||||||||||||||||||
Payments to acquire business | 22,300 | |||||||||||||||||||||||
Capital lease assumed | $ 4,000 | |||||||||||||||||||||||
RadNet | Advanced Imaging at Timonium | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 25.00% | |||||||||||||||||||||||
RadNet | West Valley Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 25.00% | |||||||||||||||||||||||
RadNet | Beach Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 60.00% | |||||||||||||||||||||||
MemorialCare Medical Foundation | Beach Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 40.00% | |||||||||||||||||||||||
West Valley Imaging Group, LLC | West Valley Imaging Group, LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Payments to acquire equity method investments | $ 750 | |||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 25.00% | |||||||||||||||||||||||
Santa Monica Imaging Group | RadNet | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 35.00% | 40.00% | 40.00% | |||||||||||||||||||||
Sale of ownership interest | $ (2) | |||||||||||||||||||||||
Santa Monica Imaging Group | Cedars Sinai Medical Center | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Equity interest percentage | 60.00% | 60.00% | ||||||||||||||||||||||
Additional equity interest acquired | 5.00% | |||||||||||||||||||||||
Investment owned, at fair value | $ 134 |
FACILITY ACQUISITIONS, ASSETS_3
FACILITY ACQUISITIONS, ASSETS HELD FOR SALE AND DISPOSITIONS (Details - Assets held for sale) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long Lived Assets Held-for-sale [Line Items] | ||
Total assets held for sale | $ 2,041 | $ 2,499 |
Property and equipment, net | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total assets held for sale | 1,049 | |
Goodwill | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total assets held for sale | $ 992 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details - Schedule of Goodwill) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 418,093 | $ 256,776 |
Goodwill transferred to other assets | (1,059) | |
Goodwill disposed of through sale or transfer | (123) | (80) |
Goodwill, impairment loss | (3,800) | |
Goodwill, ending balance | 440,981 | 418,093 |
Imaging Services Company of New York | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,692 | |
MemorialCare Medical Foundation | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 545 | |
Womens Imaging Specialists | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 4,268 | |
Valley Metabolic Imaging | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 1,469 | |
Sierra Imaging Associates | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 1,147 | |
Washington Heights Medical Management | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,303 | |
Medical Arts Radiological Group, PC | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 722 | 41,469 |
Arcadia Radiology Imaging | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,582 | |
Southern California Diagnostic Imaging, Inc | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 41 | |
Orange County Diagnostics Imaging Center | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 3,618 | |
New Jersey Imaging Network, LLC | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | $ 106,122 | |
Dignity Health | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 1 | |
West Valley Imaging Group, LLC | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,490 | |
Hudson Valley Radiology Associates | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 3,125 | |
Kern Radiology Imaging Systems Inc. | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 10,507 | |
Zilkha Radiology | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,577 | |
Ramic Mahwah LLC | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 231 | |
Garden State Radiology Network LLC | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | 2,021 | |
Nulogix, Inc. | ||
Goodwill [Roll Forward] | ||
Goodwill acquired through acquisitions | $ 1,337 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details - Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill deductible for tax purposes | $ 160.5 | ||
Amortization expense | $ 3.1 | $ 2.7 | $ 2.6 |
Amortization period | 25 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Details - Annual Amortization Schedule) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | $ 3,432 |
Amortization year 2021 | 3,299 |
Amortization year 2022 | 3,148 |
Amortization year 2023 | 2,885 |
Amortization year 2024 | 2,474 |
Amortization year thereafter | 27,756 |
Amortiztion total | 42,994 |
Management Service Contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | 2,287 |
Amortization year 2021 | 2,287 |
Amortization year 2022 | 2,287 |
Amortization year 2023 | 2,287 |
Amortization year 2024 | 2,287 |
Amortization year thereafter | 15,820 |
Amortiztion total | $ 27,255 |
Weighted average amortization period remaining in years | 11 years 10 months 24 days |
Covenant not to compete and other contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | $ 759 |
Amortization year 2021 | 699 |
Amortization year 2022 | 650 |
Amortization year 2023 | 537 |
Amortization year 2024 | 129 |
Amortization year thereafter | 142 |
Amortiztion total | $ 2,916 |
Weighted average amortization period remaining in years | 4 years 4 months 24 days |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | $ 244 |
Amortization year 2021 | 244 |
Amortization year 2022 | 142 |
Amortization year 2023 | 0 |
Amortization year 2024 | 0 |
Amortization year thereafter | 0 |
Amortiztion total | $ 630 |
Weighted average amortization period remaining in years | 2 years 7 months 6 days |
Trade Names amortized | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | $ 142 |
Amortization year 2021 | 69 |
Amortization year 2022 | 69 |
Amortization year 2023 | 61 |
Amortization year 2024 | 58 |
Amortization year thereafter | 219 |
Amortiztion total | $ 618 |
Weighted average amortization period remaining in years | 8 years 4 months 24 days |
Trade Names indefinite life | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | $ 0 |
Amortization year 2021 | 0 |
Amortization year 2022 | 0 |
Amortization year 2023 | 0 |
Amortization year 2024 | 0 |
Amortization year thereafter | 11,270 |
Amortiztion total | 11,270 |
Software in development | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization year 2020 | 0 |
Amortization year 2021 | 0 |
Amortization year 2022 | 0 |
Amortization year 2023 | 0 |
Amortization year 2024 | 0 |
Amortization year thereafter | 305 |
Amortiztion total | $ 305 |
Weighted average amortization period remaining in years | 0 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 938,154 | $ 909,212 |
Accumulated depreciation | (571,408) | (563,483) |
Total property and equipment | 366,746 | 345,729 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 250 | 250 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 425,892 | 449,776 |
Computer and office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 120,490 | 102,798 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 6,391 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 377,417 | 337,878 |
Equipment under financing/capital lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,105 | $ 12,119 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details - Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 938,154 | $ 909,212 | |
Depreciation and amortization expense | 77,500 | 70,200 | $ 64,200 |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 42,400 | ||
Medical Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress, gross | 15,900 | ||
Computer and Office Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress, gross | 2,300 | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 377,417 | $ 337,878 | |
Construction in progress, gross | $ 24,200 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 64,300 | $ 68,040 |
Accrued expenses | 83,853 | 60,958 |
Accrued salary and benefits | 42,003 | 37,167 |
Accrued professional fees | 17,429 | 14,863 |
Total | $ 207,585 | $ 181,028 |
NOTES PAYABLE, REVOLVING CRED_3
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Schedule of Debt) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Equipment notes payable at interest rates ranging from 4.4% to 5.6%, due through 2020, collateralized by medical equipment | $ 275 | $ 632 |
Obligations under capital leases at interest rates ranging from 3.7% to 9.3%, due through 2022, collateralized by medical and office equipment (1) | 0 | 12,119 |
Total debt obligations | 692,395 | 672,279 |
Less current portion | (39,691) | (39,267) |
Long-term portion debt obligations | 652,704 | 633,012 |
Promissory note | ||
Debt Instrument [Line Items] | ||
Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019 | $ 0 | 199 |
Debt instrument, interest rate | 1.50% | |
Debt instrument, maturity date | Dec. 31, 2019 | |
Term Loan | First Lien Term Loans | ||
Debt Instrument [Line Items] | ||
Debt | $ 649,824 | 587,191 |
Discount on First Lien Term Loans | (13,579) | (15,112) |
Term Loan | Term Loan Agreement collateralized by NJIN's tangible and intangible assets | ||
Debt Instrument [Line Items] | ||
Debt | 55,875 | 59,250 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt | $ 0 | $ 28,000 |
Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2020 | |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2022 | |
Minimum | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.40% | |
Minimum | Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.70% | |
Maximum | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.60% | |
Maximum | Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 9.30% |
NOTES PAYABLE, REVOLVING CRED_4
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Annual Note Payable Maturities) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of Notes Payables [Abstract] | |
2020 | $ 43,571 |
2021 | 43,670 |
2022 | 44,795 |
2023 | 573,938 |
Total notes payable obligations | $ 705,974 |
NOTES PAYABLE, REVOLVING CRED_5
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Narrative) - USD ($) | Apr. 18, 2019 | Aug. 31, 2018 | Jul. 01, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 22, 2017 |
Debt Instrument [Line Items] | ||||||
Deferred financing costs, net of accumulated amortization | $ 1,600,000 | $ 1,400,000 | ||||
Restated Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Credit facilities, increase (decrease) | $ 90,000,000 | |||||
Barclays | ||||||
Debt Instrument [Line Items] | ||||||
Net of accumulated amortization | 1,600,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total carrying value | 692,120,000 | |||||
Debt, unamortized discount | 13,579,000 | |||||
Face value | 705,699,000 | |||||
Term Loan | First Lien Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Total carrying value | 636,245,000 | |||||
Debt, unamortized discount | 13,579,000 | |||||
Face value | 649,824,000 | |||||
Term Loan | First Lien Term Loans | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 100,000,000 | |||||
Term Loan | Restated Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Credit facilities available | 60,000,000 | |||||
Total carrying value | 55,875,000 | |||||
Debt, unamortized discount | 0 | |||||
Face value | 55,875,000 | |||||
Term Loan | Barclays | First Lien Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment, principal | 9,700,000 | |||||
Term Loan | SunTrust | ||||||
Debt Instrument [Line Items] | ||||||
Debt periodic payment | $ 750,000 | |||||
Debt periodic payment, percent of total amount | 5.00% | |||||
Debt periodic payment, amortization increase | $ 375,000 | |||||
Medium-term Notes | Amendment No. 6 First Lien Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total credit facilities outstanding | $ 100,000,000 | |||||
Amendment No. 7 First Lien Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Issuance costs | $ 4,400,000 | |||||
Debt instrument, unamortized discount, current | 2,100,000 | |||||
Deferred financing costs, net of accumulated amortization | 683,000 | |||||
Amortization of deferred charges | 1,600,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding, amount | $ 5,900,000 | |||||
Effective interest rate | 7.25% | |||||
Revolving Credit Facility | Barclays | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, borrowings available | $ 131,700,000 | |||||
Revolving Credit Facility | Line of Credit | First Lien Credit Agreement | Eurodollar | 3.50x but ≤ 4.00x | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Revolving Credit Facility | Line of Credit | First Lien Credit Agreement | Base Rate | 3.50x but ≤ 4.00x | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Revolving Credit Facility | Line of Credit | Amendment No. 6 First Lien Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, increase borrowing capacity | $ 20,000,000 | |||||
Revolving Credit Facility | Line of Credit | Amendment No. 6 First Lien Credit Agreement | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 2.01% | |||||
Revolving Credit Facility | Line of Credit | Amendment No. 6 First Lien Credit Agreement | Eurodollar | 3.50x but ≤ 4.00x | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Revolving Credit Facility | Line of Credit | Amendment No. 6 First Lien Credit Agreement | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 4.75% | |||||
Revolving Credit Facility | Line of Credit | Amendment No. 6 First Lien Credit Agreement | Base Rate | 3.50x but ≤ 4.00x | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Revolving Credit Facility | Line of Credit | Barclays | First Lien Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Credit facilities available | $ 137,500,000 | |||||
Total credit facilities outstanding | 0 | |||||
Revolving Credit Facility | Line of Credit | SunTrust | ||||||
Debt Instrument [Line Items] | ||||||
Credit facilities available | 30,000,000 | |||||
Revolving Credit Facility | Line of Credit | SunTrust | First Lien Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total credit facilities outstanding | $ 0 | |||||
Revolving Credit Facility | Line of Credit | SunTrust | Restated Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Credit facilities available | $ 30,000,000 | |||||
Revolving Credit Facility | Letter of Credit | Barclays | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.25% | |||||
Unused capacity, commitment fee percentage | 0.50% |
NOTES PAYABLE, REVOLVING CRED_6
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Term Loans) - Term Loan $ in Thousands | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Face Value | $ 705,699 |
Discount | (13,579) |
Total Carrying Value | 692,120 |
First Lien Term Loans | |
Debt Instrument [Line Items] | |
Face Value | 649,824 |
Discount | (13,579) |
Total Carrying Value | 636,245 |
Restated Agreement | |
Debt Instrument [Line Items] | |
Face Value | 55,875 |
Discount | 0 |
Total Carrying Value | $ 55,875 |
NOTES PAYABLE, REVOLVING CRED_7
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Margin Spread Based on Leverage Ratio) - Line of Credit - Revolving Credit Facility - First Lien Credit Agreement | Jul. 01, 2016 |
Eurodollar | 5.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 4.50% |
Eurodollar | 4.00x but ≤ 5.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.75% |
Eurodollar | 3.50x but ≤ 4.00x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.50% |
Eurodollar | ≤ 3.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.25% |
Base Rate | 5.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 3.50% |
Base Rate | 4.00x but ≤ 5.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.75% |
Base Rate | 3.50x but ≤ 4.00x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.50% |
Base Rate | ≤ 3.50x | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 2.25% |
NOTES PAYABLE, REVOLVING CRED_8
NOTES PAYABLE, REVOLVING CREDIT FACILITY AND CAPITAL LEASES (Details - Margin Spread Based on Leverage Ratio, Debt Instrument) (Details) - Restated Agreement | Aug. 31, 2018 |
Pricing Level I | |
Debt Instrument [Line Items] | |
Leverage ratio, greater than | 3 |
Pricing Level II | |
Debt Instrument [Line Items] | |
Leverage ratio, greater than | 2.50 |
Leverage ratio, less than | 3 |
Pricing Level III | |
Debt Instrument [Line Items] | |
Leverage ratio, greater than | 2 |
Leverage ratio, less than | 2.50 |
Pricing Level IV | |
Debt Instrument [Line Items] | |
Leverage ratio, greater than | 1.50 |
Leverage ratio, less than | 2 |
Pricing Level V | |
Debt Instrument [Line Items] | |
Leverage ratio, less than | 1.50 |
Revolving Credit Facility | Pricing Level I | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2.75% |
Unused capacity, commitment fee percentage | 0.45% |
Revolving Credit Facility | Pricing Level I | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
Revolving Credit Facility | Pricing Level I | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Revolving Credit Facility | Pricing Level II | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2.25% |
Unused capacity, commitment fee percentage | 0.40% |
Revolving Credit Facility | Pricing Level II | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Revolving Credit Facility | Pricing Level II | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Revolving Credit Facility | Pricing Level III | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 2.00% |
Unused capacity, commitment fee percentage | 0.35% |
Revolving Credit Facility | Pricing Level III | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.00% |
Revolving Credit Facility | Pricing Level III | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Revolving Credit Facility | Pricing Level IV | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 1.75% |
Unused capacity, commitment fee percentage | 0.30% |
Revolving Credit Facility | Pricing Level IV | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Revolving Credit Facility | Pricing Level IV | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.75% |
Revolving Credit Facility | Pricing Level V | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 1.50% |
Unused capacity, commitment fee percentage | 0.30% |
Revolving Credit Facility | Pricing Level V | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Revolving Credit Facility | Pricing Level V | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
LEASES (Details - Additional In
LEASES (Details - Additional Information) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Total | $ 482,128 | |
Operating lease right-of-use assets | 445,477 | |
Finance lease, liability | 6,547 | |
Equipment, net | 10,970 | |
Operating lease not yet commenced | $ 16,400 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 5 years | |
Operating lease, renewal term | 10 years | |
Lease term of contract | 5 years | |
Operating lease, lease not yet commenced, term of contract | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 15 years | |
Operating lease, renewal term | 35 years | |
Lease term of contract | 8 years | |
Operating lease, lease not yet commenced, term of contract | 16 years | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Total | $ 455,500 | |
Operating lease right-of-use assets | 419,000 | |
Deferred rent | 35,300 | |
Contract liabilities | 792 | |
Finance lease, liability | 12,100 | |
Equipment, net | $ 14,100 |
LEASES (Details - Lease Cost)
LEASES (Details - Lease Cost) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 95,348 |
Depreciation of leased equipment | 3,135 |
Interest on lease liabilities | 395 |
Total finance lease cost | $ 3,530 |
LEASES (Details - Supplemental
LEASES (Details - Supplemental Cash Flows) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 95,922 |
Operating cash flows from financing leases | 395 |
Financing cash flows from financing leases | 5,939 |
Right-of-use & Equipment assets obtained in exchange for lease obligations: | |
Operating leases | 482,399 |
Financing leases | $ 14,105 |
LEASES (Details - Supplementa_2
LEASES (Details - Supplemental Balance Sheet) $ in Thousands | Dec. 31, 2019USD ($) |
Finance Lease Assets And Liabilities Lessee [Abstract] | |
Operating lease right-of-use assets | $ 445,477 |
Current portion of operating lease liability | 61,206 |
Operating lease liabilities | 420,922 |
Total operating lease liabilities | 482,128 |
Operating Lease Assets And Liabilities Lessee [Abstract] | |
Equipment at cost | 14,105 |
Accumulated depreciation | (3,135) |
Equipment, net | 10,970 |
Current portion of finance lease | 3,283 |
Finance lease liabilities | 3,264 |
Total finance lease liabilities | $ 6,547 |
Weighted Average Remaining Lease Term [Abstract] | |
Operating leases - years | 8 years 9 months 18 days |
Finance leases - years | 3 years 3 months 18 days |
Leases Weighted Average Discount Rate [Abstract] | |
Operating leases | 6.40% |
Finance leases | 4.40% |
LEASES (Details - Maturities of
LEASES (Details - Maturities of Operating and Finance Lease) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 89,881 |
2021 | 88,848 |
2022 | 80,932 |
2023 | 69,916 |
2024 | 54,517 |
Thereafter | 262,027 |
Total Lease Payments | 646,121 |
Less imputed interest | (163,993) |
Total | 482,128 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2020 | 3,492 |
2021 | 2,624 |
2022 | 702 |
2023 | 11 |
2024 | 10 |
Thereafter | 0 |
Total Lease Payments | 6,839 |
Less imputed interest | (292) |
Total | 6,547 |
2019 | 90,512 |
2020 | 80,501 |
2021 | 70,792 |
2022 | 58,806 |
2023 | 45,895 |
Thereafter | 165,471 |
Total operating lease payments | 511,977 |
Equipment | |
Finance Lease, Liability, Payment, Due [Abstract] | |
2019 | 14,924 |
2020 | 14,385 |
2021 | 12,966 |
2022 | 10,264 |
2023 | 7,095 |
Thereafter | 5,144 |
Total operating lease payments | 64,778 |
Facilities | |
Finance Lease, Liability, Payment, Due [Abstract] | |
2019 | 75,588 |
2020 | 66,116 |
2021 | 57,826 |
2022 | 48,542 |
2023 | 38,800 |
Thereafter | 160,327 |
Total operating lease payments | $ 447,199 |
INCOME TAXES (Details - Income
INCOME TAXES (Details - Income tax expense) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal current tax | $ (161) | $ (765) | $ 871 | ||||||||
State current tax | 7,715 | 7,263 | 4,906 | ||||||||
Other current tax | 22 | 20 | 23 | ||||||||
Federal deferred tax | 3,396 | (2,020) | 21,389 | ||||||||
State deferred tax | (4,743) | (4,104) | (2,879) | ||||||||
Income tax expense | $ 2,673 | $ 1,816 | $ 2,969 | $ (1,230) | $ (2,441) | $ 2,827 | $ 2,505 | $ (2,497) | $ 6,229 | $ 394 | $ 24,310 |
INCOME TAXES (Details - Reconci
INCOME TAXES (Details - Reconciliation of the statutory U.S. federal rate and effective rates) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Federal tax | $ 6,231 | $ 8,256 | $ 8,971 | ||||||||
State franchise tax, net of federal benefit | 3,891 | 1,332 | 1,799 | ||||||||
Other Non deductible expenses | 674 | 471 | 91 | ||||||||
Noncontrolling interests in partnerships | (1,824) | (1,237) | (687) | ||||||||
Changes in valuation allowance | (462) | 1,760 | (1,045) | ||||||||
Tax Cuts and Jobs Act | 0 | 0 | 13,527 | ||||||||
Gain on change in control | 0 | (8,303) | 0 | ||||||||
Deferred true-ups and other | (761) | (4,254) | (194) | ||||||||
Other reconciling items | (1,520) | 2,369 | 1,848 | ||||||||
Income tax expense | $ 2,673 | $ 1,816 | $ 2,969 | $ (1,230) | $ (2,441) | $ 2,827 | $ 2,505 | $ (2,497) | $ 6,229 | $ 394 | $ 24,310 |
Federal tax, percent | 21.00% | 21.00% | 34.00% | ||||||||
State franchise tax, net of federal benefit, percent | 13.12% | 3.39% | 6.82% | ||||||||
Other Non deductible expenses, percent | 2.27% | 1.20% | 0.35% | ||||||||
Noncontrolling interests in partnerships, percent | (6.15%) | (3.15%) | (2.61%) | ||||||||
Changes in valuation allowance, percent | (1.56%) | 4.48% | (3.96%) | ||||||||
Tax Cuts and Jobs Act, percent | 0.00% | 0.00% | 51.27% | ||||||||
Gain on change in control, percent | 0.00% | (21.12%) | 0.00% | ||||||||
Deferred true-ups and other, percent | (2.56%) | (10.82%) | (0.74%) | ||||||||
Other reconciling items, percent | (5.12%) | 6.02% | 7.00% | ||||||||
Income tax expense (benefit), percent | 21.00% | 1.00% | 92.13% |
INCOME TAXES (Details - Narrati
INCOME TAXES (Details - Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax cuts and jobs act, change in tax rate, income tax expense (benefit) | $ 13,600 | |||
Deferred tax assets, tax benefit may not be realized | $ 193,200 | |||
Deferred tax liabilities goodwill | 24,637 | 19,780 | ||
Unrecognized tax benefits | 4,320 | $ 4,629 | $ 3,615 | $ 3,861 |
Unrecognized tax benefits, tax impact if recognized | 3,500 | |||
Unrecognized tax benefits, income tax penalties and interest accrued during period | 30 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 300 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | 136,200 | |||
Operating loss carryforwards, subject to expiration | $ 124,700 | |||
Operating loss ending expiration date | Dec. 31, 2037 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $ 98,600 | |||
Operating loss ending expiration date | Dec. 31, 2039 | |||
Tax Year 2018 | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforward | $ 11,500 | |||
Raven Holdings | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, subject to expiration | $ 24,600 |
NCOME TAXES (Details - Deferred
NCOME TAXES (Details - Deferred tax assets and liabilities) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating losses | $ 34,490 | $ 46,875 |
Accrued expenses | 4,280 | 3,421 |
Operating lease liability | 126,546 | |
Straight-Line rent adjustment | 0 | 9,811 |
Unfavorable contract liability | 0 | 1,354 |
Equity compensation | 1,374 | 1,065 |
Allowance for doubtful accounts | 27,220 | 14,850 |
Other | 4,616 | 2,815 |
Valuation allowance | (5,348) | (5,810) |
Total Deferred Tax Assets | 193,178 | 74,381 |
Deferred tax liabilities: | ||
Property and equipment | (6,450) | (6,194) |
Goodwill | (24,637) | (19,780) |
Intangibles | (6,669) | (8,110) |
Operating lease right-of-use asset | (115,364) | |
Non accrual experience method reserve | 0 | (1,446) |
Other | (5,510) | (7,345) |
Total Deferred Tax Liabilities | (158,630) | (42,875) |
Net Deferred Tax Asset | $ 34,548 | $ 31,506 |
INCOME TAXES (Details - Unrecog
INCOME TAXES (Details - Unrecognized tax benefit) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, Balance at beginning of year | $ 4,629 | $ 3,615 | $ 3,861 |
Decrease related to prior year tax positions | (34) | ||
Increases related to prior year tax positions | 896 | 1 | |
Increases related to current year tax positions | 119 | 111 | 0 |
Expiration of the statute of limitations for the assessment of taxes | (393) | 0 | 0 |
Increase (decrease) related to change in rate | (1) | 7 | (247) |
Unrecognized tax benefit, Balance at end of year | $ 4,320 | $ 4,629 | $ 3,615 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details - Narrative) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 710,861 | |
Unrecognized expense weighted average period | 1 year 9 months 18 days | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, award vesting period | 5 years | |
Share-based payment award, expiration period | 10 years | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, award vesting period | 3 years | |
Share-based payment award, expiration period | 5 years | |
Equity Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 478,951 | 513,282 |
Exercisable shares | 148,456 | |
Options granted | 89,200 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards issued to date | 6,118,276 | |
RSA's unvested | 387,934 | |
RSA's forfeited | 1,500 | |
Future Service | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 66,600 | |
Compensation expense | $ 1,000 | |
Restated Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized | 14,000,000 | |
Stock-based compensation (in shares) | 14,875,694 | |
Options cancelled | 3,281,040 | |
RSA's forfeited | 61,703 | |
Shares available for future issuance, options, warrants, shares of restricted stock and other bonus awards | 2,467,049 | |
Restated Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, award vesting period | 5 years | |
Share-based payment award, expiration period | 10 years | |
Restated Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, award vesting period | 3 years | |
Share-based payment award, expiration period | 5 years |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details-Outstanding options and warrants) - Equity Option $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Begining Balance (in shares) | shares | 513,282 |
Granted (in shares) | shares | 89,200 |
Exercised (in shares) | shares | (12,500) |
Canceled, forfeited or expired (in shares) | shares | (111,031) |
Ending Balance (in shares) | shares | 478,951 |
Exercisable at the end (in shares) | shares | 148,456 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Begining Balance (in dollars per share) | $ / shares | $ 7.44 |
Granted (in dollars per share) | $ / shares | 10.93 |
Exercised (in dollars per share) | $ / shares | 6 |
Canceled, forfeited or expired (in dollars per share) | $ / shares | 0.79 |
Ending Balance (in dollars per share) | $ / shares | 8.21 |
Exercisable at the end (in dollars per share) | $ / shares | $ 7.29 |
Weighted Average Remaining Contractual Life | |
Ending Balance | 7 years 3 months 29 days |
Exercisable at the end | 6 years 5 months 1 day |
Aggregate Intrinsic Value | |
Aggregate value outstanding | $ | $ 5,790,763 |
Aggregate value exercisable | $ | $ 1,931,633 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details - RSU's) - Restricted Stock | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
RSA's outstanding, beginning balance | shares | 277,504 |
RSA's granted | shares | 636,656 |
RSA's vested | shares | (524,726) |
RSA's forfeited | shares | (1,500) |
RSA's outstanding, ending balance | shares | 387,934 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-average fair value, beginning balance | $ / shares | $ 9.77 |
Weighted-average fair value, granted | $ / shares | 11.78 |
Weighted-average fair value, vested | $ / shares | 11.03 |
Weighted average grant date fair value | $ / shares | 12.76 |
Weighted-average fair value, ending balance | $ / shares | $ 11.61 |
Weighted-Average Remaining Contractual Term (Years) | 1 year 1 month 17 days |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (unaudited) (Details - Statements of Operations) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 300,840 | $ 292,692 | $ 289,097 | $ 271,549 | $ 257,211 | $ 242,148 | $ 244,395 | $ 231,392 | $ 1,154,179 | $ 975,146 | $ 922,186 |
Total operating expenses | 277,571 | 275,842 | 267,113 | 264,279 | 257,755 | 225,700 | 228,525 | 232,280 | 1,084,301 | 944,260 | 872,136 |
Total other expenses | 10,194 | 11,897 | 13,668 | 12,295 | (27,620) | 10,670 | 10,646 | 10,040 | |||
Equity in earnings of joint ventures | (2,278) | (1,955) | (2,244) | (1,873) | (1,830) | (2,822) | (3,748) | (2,977) | (8,350) | (11,377) | (13,554) |
Benefit from (provision for) income taxes | (2,673) | (1,816) | (2,969) | 1,230 | 2,441 | (2,827) | (2,505) | 2,497 | (6,229) | (394) | (24,310) |
Net (loss) income | 12,680 | 5,092 | 7,591 | (1,922) | 31,347 | 5,773 | 6,467 | (5,454) | 23,440 | 38,133 | 2,075 |
Net income (loss) attributable to noncontrolling interests | 2,283 | 1,897 | 2,692 | 1,811 | 2,211 | 734 | 1,061 | 1,884 | 8,684 | 5,890 | 2,022 |
Net (loss) income attributable to Radnet, Inc. common stockholders | $ 10,397 | $ 3,195 | $ 4,899 | $ (3,733) | $ 29,136 | $ 5,039 | $ 5,406 | $ (7,338) | $ 14,756 | $ 32,243 | $ 53 |
Basic net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share (in dollars per share) | $ 0.21 | $ 0.06 | $ 0.10 | $ (0.08) | $ 0.60 | $ 0.10 | $ 0.11 | $ (0.15) | $ 0.30 | $ 0.67 | $ 0 |
Diluted net (loss) income attributable to Radnet, Inc. common stockholders (loss) earnings per share (in dollars per share) | $ 0.21 | $ 0.06 | $ 0.10 | $ (0.08) | $ 0.59 | $ 0.10 | $ 0.11 | $ (0.15) | $ 0.29 | $ 0.66 | $ 0 |
Weighted average shares outstanding, basic (in shares) | 49,905 | 49,807 | 49,703 | 49,554 | 48,633 | 48,011 | 47,969 | 47,823 | 49,674,858 | 48,114,275 | 46,880,775 |
Weighted average shares outstanding, diluted (in shares) | 50,634 | 50,360 | 50,145 | 49,554 | 49,259 | 48,615 | 48,526 | 47,823 | 50,244,006 | 48,678,999 | 47,401,921 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Millions | Dec. 31, 2019 | Nov. 05, 2019 |
WhiteRabbit.ai Inc. | ||
Related Party Transaction [Line Items] | ||
Equity investment loan to company outstanding | $ 2.5 | $ 2.5 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) shares in Millions | Apr. 01, 2020shares |
DeepHealth, Inc. | Subsequent Event | |
Subsequent Event [Line Items] | |
RadNet stock issued in acquisition (shares) | 1 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Accounts Receivable-Allowance for Bad Debts $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | $ 20,674 |
Additional Charges Against Income | 46,555 |
Deductions from Reserve | (32,585) |
Balance at End of Year | $ 34,644 |
Uncategorized Items - radnet10k
Label | Element | Value |
Assets transferred to Advanced Imaging at Timonium Crossing, LLC | rdnt_AssetsTransferredToAdvancedImagingAtTimoniumCrossingLlc | $ 4,600,000 |
Acquisition of Diagnostic Imaging Associates, cash | rdnt_AcquisitionOfDiagnosticImagingAssociatesCash | 13,000,000 |
Acquisition of RadSite, LLC, cash | rdnt_AcquisitionOfRadsiteLlcCash | 856,000 |
Assets transferred to Santa Monica Imaging Group LLC | rdnt_AssetsTransferredToSantaMonicaImagingGroupLlc | 2,500,000 |
Acquisition of RadSite, LLC, for common stock | rdnt_AcquisitionOfRadsiteLlcForCommonStock | 1,000,000 |
Acquisition of Diagnostic Imaging Associates, for RadNet common stock | rdnt_AcquisitionOfDiagnosticImagingAssociatesForRadnetCommonStock | 1,500,000 |
New Jersey Imaging Network, LLC [Member] | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeRemeasurementGain | 39,500,000 |
Business Combination, Step Acquisition, Cash Acquired | rdnt_BusinessCombinationStepAcquisitionCashAcquired | 5,400,000 |
Business Combination, Step Acquisition, Adjustment Of Investment Balance | rdnt_BusinessCombinationStepAcquisitionAdjustmentOfInvestmentBalance | $ 44,300,000 |
Equity Method Investment, Ownership Percentage | us-gaap_EquityMethodInvestmentOwnershipPercentage | 49.00% |
Medical Arts Radiology [Member] | ||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | us-gaap_BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognized | $ 700,000 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable | 8,000,000 |
Business Combination, Consideration Transferred, Liabilities Incurred | us-gaap_BusinessCombinationConsiderationTransferredLiabilitiesIncurred | 2,700,000 |
Ventura County Imaging Group, LLC [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment | $ 4,300,000 |
Hudson Valley Radiology Associates [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued | 440,207 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | us-gaap_BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned | $ 6,000,000 |