BUSINESS COMBINATIONS AND RELATED ACTIVITY

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS AND RELATED ACTIVITY

Acquisitions

Imaging Center Segment

During the six months ended June 30, 2024, 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 California and Texas market. These acquisitions are reported as part of our Imaging Center segment. As of June 30, 2024, we made a preliminary fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands). The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2024, fair value determination is preliminary and subject to change.


Entity	Date Acquired	Total Consideration		Property & Equipment	Right of Use Assets	Goodwill	Intangible Assets	Other Assets	Right of Use Liabilities	Notes payable

U.S. Imaging, Inc.	6/1/2024	4,200		4,025	5,597	—	175	—	(5,597)	—
Houston Medical Imaging, LLC	4/1/2024	22,703		13,267	5,461	15,394	250	90	(5,461)	(6,297)
Grossman Imaging Center of CMH, LLC	3/31/2024	10,500		1,717	6,194	8,657	280	56	(6,404)	—
Providence Health System - Southern California	3/31/2024	$	7,096	643	3,441	6,453	—	—	(3,441)	—
Antelope Valley Outpatient Imaging	2/1/2024	$	3,530	2,794	563	687	50	—	(563)	—



Total		48,029		22,445	21,256	31,191	755	146	(21,466)	(6,297)

Formation of majority owned subsidiary and sale of economic interest

On February 23, 2024, we formed Tri Valley Imaging Group, LLC ("TVIG"), a partnership with Providence Health System - Southern California ("PHS"). The operation offers multi-modality services out of seven locations in Southern California. On March 29, 2024, we contributed the operations of four centers to the enterprise and PHS contributed a business comprising three centers including $0.6 million of fixed assets and $6.5 million in goodwill. Simultaneously, PHS purchased from us an additional economic interest in TVIG for cash payment of $9.6 million. As a result of the transaction, we recognized a gain of $7.6 million to additional paid in capital and retained a 52% controlling economic interest in TVIG and PHS retains and $7.8 million or 48% noncontrolling economic interest in TVIG.

In determining the fair value of the imaging centers contributed to TVIG, we used an income approach which is considered a level 3 valuation technique. See Fair Value Measurements above for further detail on the valuation hierarchy. Key assumptions used in measuring the fair value are financial forecasts and a discount rate. We also utilized the cash paid for an additional interest in the joint venture to substantiate the fair value of the contributed assets.