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2. FACILITY ACQUISITIONS AND DISPOSITIONS
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
FACILITY ACQUISITIONS AND DISPOSITIONS

Acquisitions

 

On September 1, 2015 we completed our acquisition of Murray Hill Radiology and Mammography, P.C. and Murray Hill MRI Holding, LLC, consisting of a single multi-modality imaging center located in Manhattan, New York for a cash consideration of $5.8 million. The facility provides MRI, CT, Ultrasound and X-ray services. We have made a fair value determination of the acquired assets and approximately $1.6 million of fixed assets, $95,000 of prepaid assets and $4.1 million of goodwill were recorded.

 

On August 3, 2015 we completed our acquisition of Hanford Imaging, LP, consisting of a single multi-modality imaging center located in Hanford, CA for cash consideration of $1.0 million. The facility provides MRI, CT, Ultrasound and X-ray services. We have made a fair value determination of the acquired assets and approximately $345,000 of fixed asset and $655,000 of goodwill were recorded.

 

On June 1, 2015 we completed our acquisition of Healthcare Radiology and Diagnostic systems, PLLC, consisting of a single multi-modality imaging center located in the Bronx, NY area for cash consideration of $425,000. The facility provides MRI, CT, Ultrasound and X-ray services. We have made a fair value determination of net assets and approximately $134,500 of fixed assets and $290,500 of leasehold improvements were recorded.

 

On May 1, 2015 we completed our acquisition of California Radiology consisting of six multi-modality imaging centers located in Los Angeles, California for cash consideration of $4.2 million. The facilities provide MRI, PET/CT, Ultrasound and X-ray services. We have made a fair value determination of the acquired assets and approximately $217,000 of equipment, $1.7 million of leasehold improvements, $34,000 in other assets, $100,000 of other intangible assets relating to a covenant not to compete contract and $2.1 million of goodwill were recorded with respect to this transaction.

 

On April 15, 2015 we completed our acquisition of New York Radiology Partners, consisting of eleven multi-modality imaging centers located in Manhattan, New York for cash consideration of $29.8 million and a note to seller of $1.5 million. The facilities provide a full range of radiology services including MRI, PET/CT, Mammography, Ultrasound, X-ray and other related services. We have made a preliminary fair value determination of the acquired assets and assumed liabilities. In total, RadNet acquired assets of $34.5 million, assumed equipment debt of $2.3 million, and assumed current liabilities of $891,000. Asset amounts acquired were $4.6 million in equipment, $12.0 million in leasehold improvements, $12.9 million in goodwill, $600,000 of other intangible assets, and $4.4 million of accounts receivable and other current assets. Current liabilities assumed related to accounts payable, payroll and other related short term obligations. Our preliminary fair value determination will be made final with the help of an outside valuation expert which we expect to have completed by the end of our fourth quarter of 2015.

 

Dispositions

 

On August 3, 2015 we sold a 25% non-controlling interest in one of our wholly owned entities, Baltimore County Radiology, LLC (“BCR”) to Lifebridge Health for $5.0 million. On the date of sale, the net book value of this 25% interest was $1.3 million. In accordance with ASC 810-10-45-23, the proceeds in excess of this net book value amounting to $3.7 million was recorded to equity. In addition to the proceeds already received, RadNet has the opportunity to receive approximately $1.2 million in additional proceeds if certain operating performance targets of BCR are achieved within the next 12 months. Any additional amounts received under these contingent performance provisions will be recorded to equity accordingly.

 

On September 30, 2015 we completed a sale of 10 wholly owned imaging centers from our New Jersey reporting unit, New Jersey Imaging Partners. This sale was made to one of our non-consolidated joint ventures for which we hold a 49% non-controlling interest, New Jersey Imaging Networks, for approximately $35.5 million. We recorded a gain of $4.8 million in the third quarter with respect to this transaction.