BUSINESS COMBINATIONS AND RELATED ACTIVITY

9 Months Ended

Sep. 30, 2024

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

BUSINESS COMBINATIONS AND RELATED ACTIVITY

Imaging Center Segment

Acquisitions

During the nine months ended September 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 September 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 September 30, 2024; and the fair value determination is preliminary and may be 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

Stanislaus Surgical Hospital, LLC	9/16/2024	3,000		504	1,468	2,382	100	15	(1,468)	—
Global Imaging LLP	9/1/2024	$	2,900	1,266	—	1,584	50	—	—	—
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		15,826	7,929	11,584	1,660	90	(8,089)	(6,297)
Grossman Imaging Center of CMH, LLC	3/31/2024	10,344		1,717	6,304	8,501	280	56	(6,514)	—
Providence Health System - Southern California	3/31/2024	$	7,369	1,378	3,441	5,991	—	—	(3,441)	—
Antelope Valley Outpatient Imaging	2/1/2024	$	3,530	2,794	563	687	50	—	(563)	—

Total		54,046		27,509	25,302	30,729	2,315	160	(25,672)	(6,297)

During the three months ended September 30, 2024, the Company revised the fair value of certain assets acquired and liabilities assumed of Houston Medical Imaging, LLC’s, Grossman Imaging Center of CMH, LLC, and Providence Health System - Southern California, resulting in an increase of $4.4 million in the net fair value of these assets and liabilities and a corresponding decrease in goodwill. These adjustments did not have an impact on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2024.

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 $1.4 million of fixed assets and $6.0 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 $7.9 million to additional paid in capital and retained a 52% controlling economic interest in TVIG and PHS retains a $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.