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BUSINESS COMBINATIONS AND RELATED ACTIVITY | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS AND RELATED ACTIVITY | BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center Segment During 2022 and 2021, we completed the acquisition of certain assets of the following entities, which either engage directly in the practice of radiology or associated businesses. The primary reason for these acquisitions was to strengthen our presence in the Delaware, Maryland, New Jersey and New York markets. We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): 2022:
Entity | Date Acquired | Total Purchase Consideration | Property & Equipment | Right of Use Assets | Goodwill | Intangible Assets | Other | Right of Use Liabilities
IFRC LLC*^ | 1/1/2022 | 8,200 | 2,910 | 1,703 | 5,271 | — | 19 | (1,703)
IFRC LLC*^ | 1/1/2022 | 4,800 | 2,103 | 857 | 2,697 | — | — | (857)
Montclair Radiological Associates, P.A.*# | 10/1/2022 | 94,877 | 16,414 | 4,665 | 79,690 | 400 | (2,168) | (4,124)
Heart and Lung Imaging Limited+ | 11/1/2022 | 32,000 | — | — | 16,200 | 15,800 | — | —
Chelsea Diagnostic Radiology, P.C.* | 12/1/2022 | 2,800 | 568 | — | 2,132 | 100 | — | —
North Jersey Imaging Center, LLC* | 12/9/2022 | 104 | 20 | — | 55 | 25 | 4 | —
|  | $142,781 | $22,015 | $7,225 | $106,045 | $16,325 | $(2,145) | $(6,684)
*Fair Value Determination is Final ^ IFRC LLC acquisitions consisted of three subsidiaries of IFRC, one of which was purchased separately by a joint venture with Calvert Medical Imaging Centers, LLC. #Montclair Radiological Associates includes a liability for $1.2 million in contingent consideration. +See detailed description of the Heart and Lung Imaging Limited acquisition below. 2021:
Entity | Date Acquired | Total Purchase Consideration | Property & Equipment | Right of Use Assets | Goodwill | Intangible Assets | Other | Right of Use Liabilities
Personal Health Imaging PLLC* | 2/1/2021 | 2,995 | 576 | 608 | 2,355 | 50 | 14 | (608)
ZP Elmont LLC* | 2/1/2021 | 2,194 | 1,112 | — | 1,005 | 50 | 27 | —
ZP Freeport LLC* | 2/1/2021 | 6,065 | 4,668 | — | 1,328 | 40 | 29 | —
Broadway Medical Imaging LLC* | 2/1/2021 | 1,155 | 1,076 | 446 | 6 | 50 | 23 | (446)
3235 Hempstead LLC* | 2/1/2021 | 9,386 | 5,667 | — | 3,649 | 70 | — | —
SLZM Realty LLC* | 2/1/2021 | 13,671 | 4,617 | — | 8,974 | 80 | — | —
2012 Sunrise Merrick LLC* | 2/1/2021 | 11,428 | 2,741 | 335 | 8,617 | 70 | — | (335)
ZP Bayside LLC* | 3/1/2021 | 3,545 | 3,385 | 2,191 | 40 | 50 | 70 | (2,191)
ZP Laurelton LLC* | 3/1/2021 | 2,658 | 2,530 | 1,418 | 32 | 50 | 46 | (1,418)
ZP Smith LLC* | 3/1/2021 | 3,978 | 3,581 | 2,214 | 347 | 50 | — | (2,214)
ZP 907 Northern LLC* | 4/1/2021 | 562 | 507 | 1,817 | 5 | 50 | — | (1,817)
William M. Kelly MD, Inc.* ^ | 5/1/2021 | 3,750 | 990 | 1,379 | 2,710 | 50 | — | (1,379)
60th Street MRI, LLC* | 5/1/2021 | 400 | 85 | — | 290 | 25 | — | —
ZP Parkchester LLC* | 5/1/2021 | 263 | 213 | 311 | — | 50 | — | (311)
ZP Eastern LLC* | 6/1/2021 | 2,868 | 2,801 | 1,951 | 17 | 50 | — | (1,951)
Tangent Associates LLC** | 8/24/2021 | 2,025 | 10 | — | 379 | 1,636 | — | —
Mid Delaware Imaging P.A. | 12/1/2021 | 6,023 | 590 | — | 5,260 | 150 | 23 | —
William M. Kelly MD, Inc.* ^ | 12/6/2021 | 4,404 | 701 | — | 3,653 | 50 | — | —
William M. Kelly MD, Inc.* ^ | 12/31/2021 | 2,346 | 99 | 323 | 2,197 | 50 | — | (323)
|  | $79,716 | $35,949 | $12,993 | $40,864 | $2,671 | $232 | $(12,993)
*Fair Value Determination is Final ** All stock purchase through issuing 67,658 shares of our common stock. ^ William M. Kelly MD acquisitions consisted of various subsidiaries purchased separately. Heart and Lung Imaging Limited On November 1, 2022, we acquired a 75% controlling interest in Heart and Lung Imaging Limited (“HLI”). HLI is a teleradiology concern which operates in the United Kingdom with the National Healthcare Service to screen high risk populations for cardiac and lung conditions. HLI’s operations are included in our imaging center segment for reporting purposes. The transaction was accounted for as the acquisition of a business with a total purchase consideration of approximately $31.9 million, including: i) shares with a fair value of $6.8 million (359,002 shares issued at $19.06 per share), ii) cash of $6.3 million and iii) contingent consideration of $10.8 million ($10.2 million in contingent milestone consideration and cash holdback of $0.6 million to be issued 24 months after acquisition subject to adjustment for any indemnification claims) and iv) noncontrolling interest of $8.0 million. We recorded $0.6 million in current assets, $15.8 million in intangible assets, $0.6 million current liabilities and $16.2 million in goodwill in connection with this transaction. As part of the purchase price allocation, we determined the identifiable intangible assets are customer relationships and trade names. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a rate of 19.0%. The cash flows were based on estimated earnings from existing customers, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. Artificial Intelligence Segment Aidence Holding B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Aidence Holding B.V. ("Aidence") an artificial intelligence enterprise focused on lung cancer screening. Aidence is reported as part of our artificial intelligence segment and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $45.2 million including i) 1,117,872 shares issued at $26.80 per share with a fair value of $30.0 million ii) cash of $1.8 million and iii) contingent consideration of $11.9 million ($7.4 million in milestones to be settled in shares or cash at our election and a share holdback of $4.5 million) and iv) a settlement of a loan from RadNet of $1.5 million. In addition we paid certain seller closing costs through the issuance of 23,362 shares at a fair value of $0.6 million. As a result of this transaction, we recorded $1.0 million in current assets, $0.2 million in property and equipment, $27.7 million in intangible assets (including developed technology of $21.1 million and IPR&D of $5.5 million), $3.2 million in current liabilities, a deferred tax liability of $3.5 million, and $22.9 million in goodwill. In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Aidence business. As part of the purchase price allocation, we determined the identifiable intangible assets are developed technology, IPR&D, trade names, and customer relationships. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using rates ranging from 15% to 17%. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The developed technology consists of artificial intelligence powered applications for lung nodule management and early lung cancer diagnosis and reporting. The IPR&D asset relates primarily to an in-process project for a customer relationship management offering to manage patients that are found with Incidental Pulmonary Nodules and has not reached technological feasibility as of the acquisition date. The asset recorded relates to one project, and the Company expects to complete the project in the next twelve months. The useful lives for the developed technology asset was set at 7 years, for customer relationships 5.4 years, and trade names was 7 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition. These benefits include expanding the Company's AI capabilities to drive revenue growth. Quantib B.V. On January 20, 2022, we completed our acquisition of all the equity interests of Quantib B.V. ("Quantib") an artificial intelligence enterprise focused on prostate cancer screening. Quantib is reported as part of our artificial intelligence segment, and was acquired to enhance our AI capabilities. The transaction was accounted for as an acquisition of a business and total purchase consideration was determined to be approximately $42.3 million including i) 965,058 shares issued at $26.80 per share with a fair value of $25.9 million ii) cash of $11.8 million and iii) contingent consideration consisting of 113,303 shares with a fair value at the date of close of $3.0 million and cash of $1.6 million both to be released 18 months after acquisition subject to adjustment for any indemnification claims. As a result of this transaction, we recorded $2.4 million in current assets, $0.1 million in property and equipment, $21.3 million in intangible assets (including developed technology of $19.6 million and IPR&D of $0.7 million), $0.7 million in current liabilities, $6.7 million in long-term debt and deferred tax liabilities, and $26.4 million in goodwill. In performing the purchase price allocation, we considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of the Quantib business. As part of the purchase price allocation, we determined the identifiable intangible assets are developed technology, IPR&D, trade names, and customer relationships. The fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using rates ranging from 50% to 55%. The cash flows were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. The developed technology consists of artificial intelligence powered applications for neurological and prostate imaging scans and reporting. The useful lives for the developed technology asset was set at seven years, customer relationships three years, and trade names seven years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the acquisition. These benefits include expanding the Company's AI capabilities to drive revenue growth. As disclosed above, for the acquisitions of Aidence and Quantib, the Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in business combinations. This approach determines fair value by estimating the after-tax cash flows attributable to the respective assets over their useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in technology and expected product introductions by competitors. The value of the in-process projects is based on the project's stage of completion, the complexity of the work completed as of the acquisition date, the projected costs to complete, the expected introduction date, the estimated cash flows to be generated upon commercial release and the estimated useful life of the technology. The Company believes that the estimated developed technology and IPR&D amounts represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. The significant assumptions used to estimate the fair value of intangible assets include discount rates and certain assumptions that form the basis of the forecasted results, specifically, revenue growth rates, EBITDA margins and obsolescence factors. These significant assumptions are forward looking and could be affected by future economic and market conditions. Subsidiary activity Formation of majority owned subsidiaries Frederick County Radiology, LLC On April 1, 2022 we formed Frederick County Radiology, LLC ("FCR"), a partnership with Frederick Health Hospital, Inc. ("Hospital"). The operation offers multi-modality services out of six locations in Frederick, Maryland. We contributed the operations of four centers to the enterprise and Hospital contributed $5.4 million in fixed assets, $3.0 million in equipment, and $11.0 million in goodwill. As a result of the transaction, we recognized a gain of $6.6 million to additional paid in capital and retained a 65% controlling economic interest in FCR and Hospital retains an $11.1 million or 35% noncontrolling economic interest in FCR. Advanced Radiology at Capital Region, LLC On June 15, 2022 we entered into Advanced Radiology at Capital Region, LLC, a partnership with Dimension Health Corporation. ("Dimension"), an affiliate of the University of Maryland. The operation will provide multi-modality services out of two yet to be determined locations in the Largo, Maryland area. The venture was initially capitalized with nominal amounts of $5.1 thousand for a 51% economic interest from us and $4.9 thousand from Dimension for a 49% economic interest. Simi Valley Imaging Group, LLC On January 1, 2021 we entered into the Simi Valley Imaging Group, LLC, a partnership with Simi Valley Hospital and Health Services ("Simi Adventist"). The operation will offer multi-modality imaging services out of two locations in Ventura County, California. Total investment in the venture is $0.4 million. RadNet contributed $0.3 million in assets for a 60.0% economic interest and Simi Adventist contributed assets totaling $0.1 million for a 40.0% economic interest. Sale of ownership interest in a majority owned subsidiary Effective September 1, 2021 we completed the sale of a 24.9% ownership interest in our majority owned subsidiary West Valley Imaging Group, LLC for $13.1 million to Tarzana Medical Center, LLC. After the sale, our ownership interest in the subsidiary has reduced from 75.0% to 50.1% and we retain a controlling financial interest in the subsidiary. We recognized in additional paid in capital on our consolidated balance sheets, $4.2 million excess in consideration over the carrying value of the sold economic interest. Post the sale of our ownership interest we acquired from Tarzana Medical Center, LLC, certain tangible and intangible business assets for purchase consideration of approximately $5.2 million.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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