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BUSINESS COMBINATIONS AND RELATED ACTIVITY | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATIONS AND RELATED ACTIVITY | BUSINESS COMBINATIONS AND RELATED ACTIVITY Acquisitions Imaging Center Segment During the years ended 2024, 2023 and 2022, 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, Delaware, Maryland, New Jersey, Texas and New York markets. We made a fair value determination of the acquired assets and assumed liabilities and the following were recorded (in thousands): 2024:
Entity | Date Acquired | Total Purchase Consideration | Property & Equipment | Right of Use Assets | Goodwill | Intangible Assets | Other | Right of Use Liabilities | Notes payable and other liabilities |
Antelope Valley Outpatient Imaging* | 2/1/2024 | 3,530 |  | 2,793 |  | 563 |  | 687 |  | 50 |  | — |  | (563) |  | — |  |
Grossman Imaging Center of CMH, LLC* | 3/31/2024 | 10,343 | 1,717 | 6,304 | 8,500 | 280 | 56 | (6,514) | — |
Providence Health System - Southern California* | 3/31/2024 | 7,369 | 1,378 | 3,441 | 5,991 | — | — | (3,441) | — |
Houston Medical Imaging, LLC* | 4/1/2024 | 22,703 | 15,826 | 7,929 | 11,584 | 1,660 | 90 | (8,089) | (6,297) |
U.S. Imaging, Inc.* | 6/1/2024 | 4,200 | 4,025 | 5,597 | — | 175 | — | (5,597) | — |
Global Imaging LLP* | 9/1/2024 | 2,900 | 1,266 | — | 1,584 | 50 | — | — | — |
Stanislaus Surgical Hospital, LLC* | 9/16/2024 | 3,000 | 503 | 1,468 | 2,382 | 100 | 15 | (1,468) | — |
Pink Perception, LLC* | 10/7/2024 | 4,000 | 494 | 407 | 3,306 | 200 | — | (407) | — |
AV Imaging PLLC* | 11/1/2024 | 1,000 | 287 | — | 663 | 50 | — | — | — |
Total |  | $ | 59,045 |  | $ | 28,289 |  | $ | 25,709 |  | $ | 34,697 |  | $ | 2,565 |  | $ | 161 |  | $ | (26,079) |  | $ | (6,297) |  |
In connection with these acquisitions, we have added $1.2 million of covenant not to compete, which is subject to amortization, and $1.4 million of indefinite-lived trade names to our intangible assets. 2023:
Entity | Date Acquired | Total Purchase Consideration | Property & Equipment | Right of Use Assets | Goodwill | Intangible Assets | Other | Right of Use Liabilities
C.C.D.G.L.R. & S Services Inc.* | 1/1/2023 | 3,500 | 435 | 1,689 | 3,015 | 50 | — | (1,689)
Southern California Diagnostic Imaging, Inc.* | 1/1/2023 | 1,815 | 466 | 1,184 | 1,272 | 50 | 27 | (1,184)
Inglewood Imaging Center, LLC* | 2/1/2023 | 2,600 | 877 | 1,188 | 1,658 | 50 | 15 | (1,188)
Ramapo Radiology Associates, P.C.* | 2/1/2023 | 2,000 | 1,663 | 3,775 | 229 | 100 | 8 | (3,775)
Madison Radiology Medical Group, Inc.* | 4/1/2023 | 250 | 100 | — | 150 | — | — | —
Delaware Diagnostic Imaging, P.A.* | 8/1/2023 | 600 | 401 | 337 | 149 | 50 | — | (337)
Total |  | $10,765 | $3,942 | $8,173 | $6,473 | $300 | $50 | $(8,173)
*Fair Value Determination is Final 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. Digital Health Segment Kheiron Medical Technologies LTD On October 14, 2024, we acquired a all of the equity interest in Kheiron Medical Technologies LTD (“Kheiron”), which uses deep learning AI to help radiologists detect breast cancer. Kheiron’s operations are included in our Digital Health segment for reporting purposes. The transaction was accounted for as the acquisition of a business with a total purchase consideration of approximately $2.3 million, including: i) cash of $0.4 million, ii) cash holdback of $0.5 million to be issued 18 months after acquisition, (iii) acquisition costs incurred by the seller of $0.4 million and (iv) a settlement of a loan from RadNet of $1.0 million. We recorded $1.2 million in current assets, $2.7 million of IPR&D in intangible assets, and $1.5 million in current liabilities in connection with this transaction. 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 Kheiron business. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024, fair value determination is preliminary and subject to change. Subsidiary activity Formation of majority owned subsidiary and sale of economic interest Tri Valley Imaging Group, LLC. 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 a cash payment of $9.6 million. As a result of the transaction, we recognized a gain of $0.0 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. Ventura County Imaging Group. On March 31, 2024, Community Memorial Health System purchased an economic interest of Ventura County Imaging Group ("VGIC") for a consideration of $5.1 million. As a result of the transaction, we retained 47.5% controlling economic interest in VGIC. Los Angeles Imaging Group, LLC. On September 1, 2023 we formed a wholly-owned subsidiary, Los Angeles Imaging Group, LLC ("LAIG"). The operation offers multi-modality imaging services out of three locations in Los Angeles, California. We contributed the operations of 3 centers to the subsidiary. Cedars-Sinai Medical Center purchased from us a 35% noncontrolling economic interest in LAIG for a cash payment of $5.9 million. As a result of the transaction, we retain a 65% controlling economic interest in LAIG.

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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 -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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