Delaware
|
13-3326724
|
(State or other jurisdiction of
Incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
1510 Cotner Avenue
|
|
Los Angeles, California
|
90025
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
Class Title
|
|
Trading Symbol
|
|
Registered Exchange
|
Common Stock
|
|
RDNT
|
|
NASDAQ
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
(unaudited)
|
|
|
|||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
10,428
|
|
|
$
|
10,389
|
|
Accounts receivable
|
156,767
|
|
|
148,919
|
|
||
Due from affiliates
|
619
|
|
|
595
|
|
||
Prepaid expenses and other current assets
|
46,276
|
|
|
46,288
|
|
||
Assets held for sale
|
2,041
|
|
|
2,499
|
|
||
Total current assets
|
216,131
|
|
|
208,690
|
|
||
PROPERTY, EQUIPMENT AND RIGHT-OF-USE ASSETS
|
|
|
|
||||
Property and equipment, net
|
343,964
|
|
|
345,729
|
|
||
Operating lease right-of-use assets
|
403,066
|
|
|
—
|
|
||
Total property, equipment and right-of-use assets
|
747,030
|
|
|
345,729
|
|
||
OTHER ASSETS
|
|
|
|
||||
Goodwill
|
424,308
|
|
|
418,093
|
|
||
Other intangible assets
|
40,872
|
|
|
40,593
|
|
||
Deferred financing costs
|
1,218
|
|
|
1,354
|
|
||
Investment in joint ventures
|
39,712
|
|
|
37,973
|
|
||
Deferred tax assets, net of current portion
|
31,952
|
|
|
31,506
|
|
||
Deposits and other
|
24,845
|
|
|
25,392
|
|
||
Total assets
|
$
|
1,526,068
|
|
|
$
|
1,109,330
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable, accrued expenses and other
|
$
|
177,659
|
|
|
$
|
181,028
|
|
Due to affiliates
|
17,583
|
|
|
13,089
|
|
||
Deferred revenue
|
1,958
|
|
|
2,398
|
|
||
Current portion of deferred rent
|
—
|
|
|
3,735
|
|
||
Current finance lease liability
|
4,936
|
|
|
—
|
|
||
Current operating lease liability
|
64,538
|
|
|
—
|
|
||
Current portion of notes payable
|
33,912
|
|
|
33,653
|
|
||
Current portion of obligations under capital leases
|
—
|
|
|
5,614
|
|
||
Total current liabilities
|
300,586
|
|
|
239,517
|
|
||
LONG-TERM LIABILITIES
|
|
|
|
||||
Deferred rent, net of current portion
|
—
|
|
|
31,542
|
|
||
Long-term finance lease liability
|
5,663
|
|
|
—
|
|
||
Long-term operating lease liability
|
375,363
|
|
|
—
|
|
||
Notes payable, net of current portion
|
630,874
|
|
|
626,507
|
|
||
Obligations under capital lease, net of current portion
|
—
|
|
|
6,505
|
|
||
Other non-current liabilities
|
44
|
|
|
5,006
|
|
||
Total liabilities
|
1,312,530
|
|
|
909,077
|
|
||
EQUITY
|
|
|
|
||||
RadNet, Inc. stockholders' equity:
|
|
|
|
||||
Common stock - $.0001 par value, 200,000,000 shares authorized; 50,081,478 and 48,977,485 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
5
|
|
|
5
|
|
||
Additional paid-in-capital
|
256,488
|
|
|
242,835
|
|
||
Accumulated other comprehensive income
|
1,055
|
|
|
2,259
|
|
||
Accumulated deficit
|
(121,648
|
)
|
|
(117,915
|
)
|
||
Total RadNet, Inc.'s stockholders' equity
|
135,900
|
|
|
127,184
|
|
||
Noncontrolling interests
|
77,638
|
|
|
73,069
|
|
||
Total equity
|
213,538
|
|
|
200,253
|
|
||
Total liabilities and equity
|
$
|
1,526,068
|
|
|
$
|
1,109,330
|
|
|
Three Months Ended
March 31, |
|
||||||
2019
|
|
2018
|
|
|||||
REVENUE
|
|
|
|
|
|
|
||
Service fee revenue
|
$
|
242,672
|
|
|
204,168
|
|
|
|
Revenue under capitation arrangements
|
28,877
|
|
|
27,224
|
|
|
||
Total revenue
|
271,549
|
|
|
231,392
|
|
|
||
OPERATING EXPENSES
|
|
|
|
|
||||
Cost of operations, excluding depreciation and amortization
|
243,057
|
|
|
215,634
|
|
|
||
Depreciation and amortization
|
19,620
|
|
|
17,856
|
|
|
||
Loss (gain) on sale and disposal of equipment
|
971
|
|
|
(1,936
|
)
|
|
||
Severance costs
|
631
|
|
|
726
|
|
|
||
Total operating expenses
|
264,279
|
|
|
232,280
|
|
|
||
INCOME (LOSS) FROM OPERATIONS
|
7,270
|
|
|
(888
|
)
|
|
||
|
|
|
|
|
||||
OTHER INCOME AND EXPENSES
|
|
|
|
|
||||
Interest expense
|
12,295
|
|
|
10,039
|
|
|
||
Equity in earnings of joint ventures
|
(1,873
|
)
|
|
(2,977
|
)
|
|
||
Other expenses
|
—
|
|
|
1
|
|
|
||
Total other expenses
|
10,422
|
|
|
7,063
|
|
|
||
LOSS BEFORE INCOME TAXES
|
(3,152
|
)
|
|
(7,951
|
)
|
|
||
Benefit from income taxes
|
1,230
|
|
|
2,497
|
|
|
||
NET LOSS
|
(1,922
|
)
|
|
(5,454
|
)
|
|
||
Net income attributable to noncontrolling interests
|
1,811
|
|
|
1,884
|
|
|
||
NET LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS
|
$
|
(3,733
|
)
|
|
$
|
(7,338
|
)
|
|
|
|
|
|
|
||||
BASIC NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS
|
$
|
(0.08
|
)
|
|
$
|
(0.15
|
)
|
|
DILUTED NET LOSS PER SHARE
|
|
|
|
|
||||
ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS
|
$
|
(0.08
|
)
|
|
$
|
(0.15
|
)
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
|||
Basic and Diluted
|
49,553,694
|
|
|
47,822,618
|
|
|
|
Three Months Ended March 31,
|
|
||||||
2019
|
|
2018
|
|
|||||
NET LOSS
|
$
|
(1,922
|
)
|
|
$
|
(5,454
|
)
|
|
Foreign currency translation adjustments
|
(8
|
)
|
|
22
|
|
|
||
Change in fair value of cash flow hedge, net of taxes
|
(1,196
|
)
|
|
3,095
|
|
|
||
COMPREHENSIVE LOSS
|
(3,126
|
)
|
|
(2,337
|
)
|
|
||
Less comprehensive income attributable to noncontrolling interests
|
1,811
|
|
|
1,884
|
|
|
||
COMPREHENSIVE LOSS ATTRIBUTABLE TO RADNET, INC.
|
|
|
|
|
||||
COMMON STOCKHOLDERS
|
$
|
(4,937
|
)
|
|
$
|
(4,221
|
)
|
|
|
Common Stock
|
|
Additional Paid-In
Capital
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Radnet, Inc.'s
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||
BALANCE - JANUARY 1, 2019
|
48,977,485
|
|
|
$
|
5
|
|
|
$
|
242,835
|
|
|
$
|
2,259
|
|
|
$
|
(117,915
|
)
|
|
$
|
127,184
|
|
|
$
|
73,069
|
|
|
$
|
200,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuance of common stock upon exercise of options
|
10,000
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||||
Stock-based compensation
|
586,000
|
|
|
—
|
|
|
4,514
|
|
|
—
|
|
|
—
|
|
|
4,514
|
|
|
—
|
|
|
4,514
|
|
|||||||
Issuance of restricted stock and other awards
|
67,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock for purchase of membership interest in HVRA
|
440,207
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
6,000
|
|
|||||||
Sale of noncontrolling interests, net of taxes
|
—
|
|
|
—
|
|
|
3,089
|
|
|
—
|
|
|
—
|
|
|
3,089
|
|
|
2,008
|
|
|
5,097
|
|
|||||||
Contribution from noncontrolling partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
750
|
|
|||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Change in fair value cash flow hedge, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,196
|
)
|
|
—
|
|
|
(1,196
|
)
|
|
—
|
|
|
(1,196
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,733
|
)
|
|
(3,733
|
)
|
|
1,811
|
|
|
(1,922
|
)
|
|||||||
BALANCE-MARCH 31, 2019
|
50,081,478
|
|
|
$
|
5
|
|
|
$
|
256,488
|
|
|
$
|
1,055
|
|
|
$
|
(121,648
|
)
|
|
$
|
135,900
|
|
|
$
|
77,638
|
|
|
$
|
213,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE - JANUARY 1, 2018
|
47,723,915
|
|
|
$
|
5
|
|
|
$
|
212,261
|
|
|
$
|
(548
|
)
|
|
$
|
(150,158
|
)
|
|
$
|
61,560
|
|
|
$
|
8,365
|
|
|
$
|
69,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock-based compensation
|
—
|
|
|
$
|
—
|
|
|
$
|
3,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,643
|
|
|
$
|
—
|
|
|
$
|
3,643
|
|
Issuance of restricted stock and other awards
|
512,701
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sale of noncontrolling interests, net of taxes
|
—
|
|
|
$
|
—
|
|
|
$
|
18,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,663
|
|
|
$
|
27,232
|
|
|
$
|
45,895
|
|
Distributions paid to noncontrolling interests
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(759
|
)
|
|
$
|
(759
|
)
|
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
Change in fair value cash flow hedge, net of taxes
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,095
|
|
|
$
|
—
|
|
|
$
|
3,095
|
|
|
$
|
—
|
|
|
$
|
3,095
|
|
Net loss
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,338
|
)
|
|
$
|
(7,338
|
)
|
|
$
|
1,884
|
|
|
$
|
(5,454
|
)
|
BALANCE - MARCH 31, 2018
|
48,236,616
|
|
|
$
|
5
|
|
|
$
|
234,567
|
|
|
$
|
2,569
|
|
|
$
|
(157,496
|
)
|
|
$
|
79,645
|
|
|
$
|
36,722
|
|
|
$
|
116,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net loss
|
$
|
(1,922
|
)
|
|
$
|
(5,454
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
19,620
|
|
|
17,856
|
|
||
Amortization of operating lease right-of-use assets
|
16,000
|
|
|
—
|
|
||
Equity in earnings of joint ventures
|
(1,873
|
)
|
|
(2,977
|
)
|
||
Distributions from joint ventures
|
—
|
|
|
2,821
|
|
||
Amortization deferred financing costs and loan discount
|
975
|
|
|
974
|
|
||
Loss (gain) on sale and disposal of equipment
|
971
|
|
|
(1,936
|
)
|
||
Stock-based compensation
|
4,538
|
|
|
3,745
|
|
||
Noncash items included in cost of operations
|
(559
|
)
|
|
—
|
|
||
Change in fair value of contingent consideration
|
(640
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
|
|
|
|
||||
Accounts receivable
|
(9,486
|
)
|
|
(6,132
|
)
|
||
Other current assets
|
(1,184
|
)
|
|
1,003
|
|
||
Other assets
|
1,254
|
|
|
(2,715
|
)
|
||
Deferred taxes
|
(1,481
|
)
|
|
(2,759
|
)
|
||
Operating lease liability
|
(15,863
|
)
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
1,302
|
|
||
Deferred revenue
|
(440
|
)
|
|
105
|
|
||
Accounts payable, accrued expenses and other
|
16,989
|
|
|
18,480
|
|
||
Net cash provided by operating activities
|
26,900
|
|
|
24,313
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of imaging facilities
|
(3,000
|
)
|
|
(5,819
|
)
|
||
Equity investments at fair value
|
(143
|
)
|
|
(2,200
|
)
|
||
Purchase of property and equipment
|
(32,940
|
)
|
|
(23,946
|
)
|
||
Proceeds from sale of equipment
|
756
|
|
|
2,116
|
|
||
Proceeds from the sale of equity interests in a joint venture
|
132
|
|
|
—
|
|
||
Net cash used in investing activities
|
(35,195
|
)
|
|
(29,849
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Principal payments on notes and leases payable
|
(1,713
|
)
|
|
(1,736
|
)
|
||
Payments on Term Loan Debt
|
(9,020
|
)
|
|
(8,270
|
)
|
||
Distributions paid to noncontrolling interests
|
—
|
|
|
(759
|
)
|
||
Proceeds from sale of noncontrolling interest
|
5,275
|
|
|
—
|
|
||
Contribution from noncontrolling partner
|
750
|
|
|
—
|
|
||
Proceeds from revolving credit facility
|
144,900
|
|
|
—
|
|
||
Payments on revolving credit facility
|
(131,900
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock upon exercise of options
|
50
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
8,342
|
|
|
(10,765
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
(8
|
)
|
|
22
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
39
|
|
|
(16,279
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
10,389
|
|
|
51,322
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
10,428
|
|
|
$
|
35,043
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
10,296
|
|
|
$
|
9,050
|
|
|
Three Months Ended
March 31, |
||||||
2019
|
|
2018
|
|||||
Commercial insurance
|
$
|
151,678
|
|
|
$
|
126,225
|
|
Medicare
|
54,199
|
|
|
44,076
|
|
||
Medicaid
|
7,120
|
|
|
6,048
|
|
||
Workers' compensation/personal injury
|
11,027
|
|
|
8,431
|
|
||
Other patient revenue
|
5,835
|
|
|
5,606
|
|
||
Management fee revenue
|
2,117
|
|
|
3,677
|
|
||
Teleradiology and Software revenue
|
4,386
|
|
|
3,816
|
|
||
Other
|
6,310
|
|
|
6,289
|
|
||
Service fee revenue
|
242,672
|
|
|
204,168
|
|
||
Revenue under capitation arrangements
|
28,877
|
|
|
27,224
|
|
||
Total revenue
|
$
|
271,549
|
|
|
$
|
231,392
|
|
Balance as of December 31, 2018
|
$
|
418,093
|
|
Adjustments to our preliminary allocation of the purchase price of Medical Arts Radiological Group, P.C.
|
722
|
|
|
Goodwill acquired through the acquisition of certain assets of Dignity Health
|
1
|
|
|
Goodwill acquired through the acquisition of certain assets of West Valley Imaging Center, LLC
|
2,490
|
|
|
Goodwill disposed through sale of assets
|
(123
|
)
|
|
Goodwill acquired by Lenox Hill Radiology through the membership purchase of HVRA
|
3,125
|
|
|
Balance as of March 31, 2019
|
$
|
424,308
|
|
|
As of March 31, 2019
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts
|
$
|
—
|
|
|
$
|
1,690
|
|
|
$
|
—
|
|
|
$
|
1,690
|
|
|
As of December 31, 2018
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Rate Contracts
|
$
|
—
|
|
|
$
|
3,316
|
|
|
$
|
—
|
|
|
$
|
3,316
|
|
|
As of March 31, 2019
|
||||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Total Face Value
|
|||||||||||
First Lien Term Loans and SunTrust Term Loan
|
$
|
—
|
|
|
$
|
638,144
|
|
|
$
|
—
|
|
|
$
|
638,144
|
|
|
$
|
637,420
|
|
|
As of December 31, 2018
|
||||||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total Face Value
|
|||||||||||
First Lien Term Loans and SunTrust Term Loan
|
$
|
—
|
|
|
$
|
633,229
|
|
|
$
|
—
|
|
|
$
|
633,229
|
|
|
$
|
646,441
|
|
Balance as of December 31, 2018
|
$
|
37,973
|
|
Equity in earnings in these joint ventures
|
1,873
|
|
|
Sale of ownership interest
|
(134
|
)
|
|
Balance as of March 31, 2019
|
$
|
39,712
|
|
Balance Sheet Data:
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current assets
|
$
|
33,301
|
|
|
$
|
28,317
|
|
Noncurrent assets
|
59,804
|
|
|
45,912
|
|
||
Current liabilities
|
(8,244
|
)
|
|
(4,300
|
)
|
||
Noncurrent liabilities
|
(15,881
|
)
|
|
(4,898
|
)
|
||
Total net assets
|
$
|
68,980
|
|
|
$
|
65,031
|
|
|
|
|
|
||||
Book value of RadNet joint venture interests
|
$
|
31,738
|
|
|
$
|
30,030
|
|
Cost in excess of book value of acquired joint venture interests
|
7,974
|
|
|
7,943
|
|
||
Total value of Radnet joint venture interests
|
$
|
39,712
|
|
|
$
|
37,973
|
|
|
|
|
|
||||
Total book value of other joint venture partner interests
|
$
|
37,242
|
|
|
$
|
35,001
|
|
Income statement data for the three months ended March 31,
|
2019
|
|
2018
|
||||
Net revenue
|
$
|
27,254
|
|
|
$
|
44,546
|
|
Net income
|
$
|
3,952
|
|
|
$
|
6,250
|
|
Property and equipment, net
|
$
|
1,049
|
|
Goodwill
|
992
|
|
|
Total assets held for sale
|
$
|
2,041
|
|
|
|
||
|
Three months ended
|
|
|
(In thousands)
|
March 31, 2019
|
|
|
|
|
||
Operating lease cost
|
$
|
22,792
|
|
|
|
||
Finance lease cost:
|
|
||
Depreciation of leased equipment
|
$
|
783
|
|
Interest on lease liabilities
|
123
|
|
|
Total finance lease cost
|
$
|
905
|
|
|
Three months ended
|
|
|
(In thousands)
|
March 31, 2019
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
22,921
|
|
Operating cash flows from financing leases
|
123
|
|
|
Financing cash flows from financing leases
|
1,522
|
|
|
Right-of-use & Equipment assets obtained in exchange for lease obligations:
|
|
||
Operating leases
(1)
|
412,695
|
|
|
Financing leases
|
14,056
|
|
(In thousands, except lease term and discount rates)
|
|
||
|
March 31, 2019
|
|
|
|
|
||
Operating Leases
|
|
||
Operating lease right-of-use assets
|
$
|
403,066
|
|
Current portion of operating lease liability
|
$
|
64,538
|
|
Operating lease liabilities
|
375,363
|
|
|
Total operating lease liabilities
|
$
|
439,901
|
|
|
|
||
Finance Leases
|
|
||
Property and Equipment, at cost
|
$
|
14,056
|
|
Accumulated depreciation
|
(783
|
)
|
|
Equipment, net
|
$
|
13,273
|
|
Current portion of finance lease
|
$
|
4,936
|
|
Finance lease liabilities
|
5,663
|
|
|
Total finance lease liabilities
|
$
|
10,599
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating leases - years
|
8.4
|
|
|
Finance leases - years
|
2.4
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
||
Operating leases
|
6.4
|
%
|
|
Finance leases
|
4.4
|
%
|
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
2019
|
$
|
75,588
|
|
|
$
|
14,924
|
|
|
$
|
90,512
|
|
2020
|
66,116
|
|
|
14,385
|
|
|
80,501
|
|
|||
2021
|
57,826
|
|
|
12,966
|
|
|
70,792
|
|
|||
2022
|
48,542
|
|
|
10,264
|
|
|
58,806
|
|
|||
2023
|
38,800
|
|
|
7,095
|
|
|
45,895
|
|
|||
Thereafter
|
160,327
|
|
|
5,144
|
|
|
165,471
|
|
|||
|
$
|
447,199
|
|
|
$
|
64,778
|
|
|
$
|
511,977
|
|
|
|||||||
|
March 31,
2019 |
|
December 31,
2018 |
||||
First Lien Term Loans collateralized by RadNet's tangible and intangible assets
|
$
|
578,920
|
|
|
$
|
587,191
|
|
|
|
|
|
||||
Discounts on First Lien Term Loans
|
(14,272
|
)
|
|
(15,112
|
)
|
||
|
|
|
|
||||
Term Loan Agreement collateralized by NJIN's tangible and intangible assets
|
58,500
|
|
|
59,250
|
|
||
|
|
|
|
||||
Revolving Credit Facilities
|
41,000
|
|
|
28,000
|
|
||
|
|
|
|
||||
Promissory note payable to the former owner of a practice acquired at an interest rate of 1.5% due through 2019
|
100
|
|
|
199
|
|
||
|
|
|
|
||||
Equipment notes payable at interest rates ranging from 3.3% to 5.6%, due through 2020, collateralized by medical equipment
|
538
|
|
|
632
|
|
||
|
|
|
|
||||
Obligations under capital leases at interest rates ranging from 4.3% to 11.2%, due through 2022, collateralized by medical and office equipment
(1)
|
—
|
|
|
12,119
|
|
||
Total debt obligations
|
664,786
|
|
|
672,279
|
|
||
Less: current portion
|
(33,912
|
)
|
|
(39,267
|
)
|
||
Long term portion debt obligations
|
$
|
630,874
|
|
|
$
|
633,012
|
|
|
Face Value
|
|
Discount
|
|
Total Carrying
Value |
|||
First Lien Term Loans
|
578,920
|
|
|
(14,272
|
)
|
|
564,648
|
|
SunTrust Term Loan
|
58,500
|
|
|
—
|
|
|
58,500
|
|
Total Term Loans
|
637,420
|
|
|
(14,272
|
)
|
|
623,148
|
|
Pricing Level
|
Leverage Ratio
|
Applicable Margin for Eurodollar Loans
|
Applicable Margin for Base Rate Loans
|
Applicable Margin for Letter of Credit Fees
|
Applicable Percentage for Commitment Fee
|
I
|
Greater than or equal to 3.00:1.00
|
2.75%
per annum
|
1.75%
per annum
|
2.75%
per annum
|
0.45%
per annum
|
II
|
Less than 3.00:1.00 but greater than or equal to 2.50:1.00
|
2.25%
per annum
|
1.25%
per annum
|
2.25%
per annum
|
0.40%
per annum
|
III
|
Less than 2.50:1.00 but greater than or equal to
2.00:1.00
|
2.00%
per annum
|
1.00%
per annum
|
2.00%
per annum
|
0.35%
per annum
|
IV
|
Less than 2.00:1.00 but greater than or equal to 1.50:1.00
|
1.75%
per annum
|
0.75%
per annum
|
1.75%
per annum
|
0.30%
per annum
|
V
|
Less than 1.50:1.00
|
1.50%
per annum
|
0.50%
per annum
|
1.50%
per annum
|
0.30%
per annum
|
Pricing Level
|
Leverage Ratio
|
Applicable Margin for Eurodollar Loans
|
Applicable Margin for Base Rate Loans
|
Applicable Margin for Letter of Credit Fees
|
Applicable Percentage for Commitment Fee
|
I
|
Greater than or equal to 3.00:1.00
|
3.00%
per annum
|
2.00%
per annum
|
3.00%
per annum
|
0.45%
per annum
|
II
|
Less than 3.00:1.00 but greater than or equal to 2.50:1.00
|
2.50%
per annum
|
1.50%
per annum
|
2.50%
per annum
|
0.40%
per annum
|
III
|
Less than 2.50:1.00 but greater than or equal to
2.00:1.00
|
2.25%
per annum
|
1.25%
per annum
|
2.25%
per annum
|
0.35%
per annum
|
IV
|
Less than 2.00:1.00 but greater than or equal to 1.50:1.00
|
2.00%
per annum
|
1.00%
per annum
|
2.00%
per annum
|
0.30%
per annum
|
V
|
Less than 1.50:1.00
|
1.75%
per annum
|
0.75%
per annum
|
1.75%
per annum
|
0.30%
per annum
|
Outstanding Options
Under the 2006 Plan
|
|
Shares
|
|
Weighted Average
Exercise price
Per Common Share
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance,December 31, 2018
|
|
513,282
|
|
|
$
|
7.44
|
|
|
|
|
|
||
Granted
|
|
89,200
|
|
|
10.93
|
|
|
|
|
|
|||
Exercised
|
|
(10,000
|
)
|
|
4.97
|
|
|
|
|
|
|||
Canceled, forfeited or expired
|
|
(111,031
|
)
|
|
0.08
|
|
|
|
|
|
|||
Balance, March 31, 2019
|
|
481,451
|
|
|
8.22
|
|
|
8.06
|
|
$
|
2,007,986
|
|
|
Exercisable at March 31, 2019
|
|
129,290
|
|
|
6.66
|
|
|
7.06
|
|
740,955
|
|
|
RSA's
|
|
Weighted-Average
Remaining
Contractual
Term (Years)
|
|
Weighted-Average
Fair Value
|
|||
RSA's unvested at December 31, 2018
|
277,504
|
|
|
|
|
$
|
9.77
|
|
Changes during the period
|
|
|
|
|
|
|||
Granted
|
586,000
|
|
|
|
|
$
|
11.83
|
|
Vested
|
(470,860
|
)
|
|
|
|
$
|
10.62
|
|
RSA's unvested at March 31, 2019
|
392,644
|
|
|
1.92
|
|
$
|
11.51
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Facilities in operation
|
335
|
|
300
|
|
|||
Net revenues (millions)
|
$
|
271.5
|
|
|
$
|
231.4
|
|
|
Three Months Ended
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Commercial insurance
|
$
|
151,678
|
|
|
$
|
126,225
|
|
Medicare
|
54,199
|
|
|
44,076
|
|
||
Medicaid
|
7,120
|
|
|
6,048
|
|
||
Workers' compensation/personal injury
|
11,027
|
|
|
8,431
|
|
||
Other patient revenue
|
5,835
|
|
|
5,606
|
|
||
Management fee revenue
|
2,117
|
|
|
3,677
|
|
||
Teleradiology and Software revenue
|
4,386
|
|
|
3,816
|
|
||
Other
|
6,310
|
|
|
6,289
|
|
||
Net service fee revenue
|
242,672
|
|
|
204,168
|
|
||
Revenue under capitation arrangements
|
28,877
|
|
|
27,224
|
|
||
Total net revenue
|
$
|
271,549
|
|
|
$
|
231,392
|
|
Balance as of December 31, 2018
|
$
|
37,973
|
|
Equity in earnings in these joint ventures
|
1,873
|
|
|
Sale of ownership interest
|
(134
|
)
|
|
Balance as of March 31, 2019
|
$
|
39,712
|
|
Balance Sheet Data:
|
March 31,
2019 |
|
December 31,
2018 |
||||
Current assets
|
$
|
33,301
|
|
|
$
|
28,317
|
|
Noncurrent assets
|
59,804
|
|
|
45,912
|
|
||
Current liabilities
|
(8,244
|
)
|
|
(4,300
|
)
|
||
Noncurrent liabilities
|
(15,881
|
)
|
|
(4,898
|
)
|
||
Total net assets
|
$
|
68,980
|
|
|
$
|
65,031
|
|
|
|
|
|
||||
Book value of RadNet joint venture interests
|
$
|
31,738
|
|
|
$
|
30,030
|
|
Cost in excess of book value of acquired joint venture interests
|
7,974
|
|
|
7,943
|
|
||
Total value of Radnet joint venture interests
|
$
|
39,712
|
|
|
$
|
37,973
|
|
|
|
|
|
||||
Total book value of other joint venture partner interests
|
$
|
37,242
|
|
|
$
|
35,001
|
|
Income statement data for the three months ended March 31,
|
2018
|
|
2017
|
||||
Net revenue
|
$
|
27,254
|
|
|
$
|
44,546
|
|
Net income
|
$
|
3,952
|
|
|
$
|
6,250
|
|
|
Three Months Ended
March 31
|
||||
|
2019
|
|
2018
|
||
NET REVENUE
|
|
|
|
|
|
Service fee revenue
|
89.4
|
%
|
|
88.2
|
%
|
Revenue under capitation arrangements
|
10.6
|
%
|
|
11.8
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
OPERATING EXPENSES
|
|
|
|
||
Cost of operations, excluding depreciation and amortization
|
89.5
|
%
|
|
93.2
|
%
|
Depreciation and amortization
|
7.2
|
%
|
|
7.7
|
%
|
Loss (gain) on sale and disposal of equipment
|
0.4
|
%
|
|
(0.8
|
)%
|
Severance costs
|
0.2
|
%
|
|
0.3
|
%
|
Total operating expenses
|
97.3
|
%
|
|
100.4
|
%
|
|
|
|
|
||
INCOME (LOSS) FROM OPERATIONS
|
2.7
|
%
|
|
(0.4
|
)%
|
|
|
|
|
||
OTHER INCOME AND EXPENSES
|
|
|
|
|
|
Interest expense
|
4.5
|
%
|
|
4.3
|
%
|
Equity in earnings of joint ventures
|
(0.7
|
)%
|
|
(1.3
|
)%
|
Total other expenses
|
3.8
|
%
|
|
3.1
|
%
|
LOSS BEFORE INCOME TAXES
|
(1.2
|
)%
|
|
(3.4
|
)%
|
Benefit from income taxes
|
0.5
|
%
|
|
1.1
|
%
|
NET LOSS
|
(0.7
|
)%
|
|
(2.4
|
)%
|
Net income attributable to noncontrolling interests
|
0.7
|
%
|
|
0.8
|
%
|
NET LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS
|
(1.4
|
)%
|
|
(3.2
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Salaries and professional reading fees, excluding stock-based compensation
|
$
|
153,400
|
|
|
$
|
133,916
|
|
Stock-based compensation
|
4,538
|
|
|
3,745
|
|
||
Building and equipment rental
|
25,266
|
|
|
21,184
|
|
||
Medical supplies
|
9,838
|
|
|
9,534
|
|
||
Other operating expenses
*
|
50,014
|
|
|
47,256
|
|
||
Cost of operations
|
243,056
|
|
|
215,635
|
|
||
|
|
|
|
||||
Depreciation and amortization
|
19,620
|
|
|
17,856
|
|
||
Loss (gain) on sale and disposal of equipment
|
971
|
|
|
(1,936
|
)
|
||
Severance costs
|
631
|
|
|
726
|
|
||
Total operating expenses
|
$
|
264,278
|
|
|
$
|
232,281
|
|
*
|
Includes billing fees, office supplies, repairs and maintenance, insurance, business tax and license, outside services, telecom, utilities, marketing, travel and other expenses.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net loss attributable to RadNet, Inc. common stockholders
|
$
|
(3,733
|
)
|
|
$
|
(7,338
|
)
|
Plus other expenses
|
|
|
1
|
|
|||
Plus interest expense
|
12,295
|
|
|
10,039
|
|
||
Plus severance costs
|
631
|
|
|
726
|
|
||
Plus loss/less (gain) on sale and disposal of equipment
|
971
|
|
|
(1,936
|
)
|
||
Plus depreciation and amortization
|
19,620
|
|
|
17,856
|
|
||
Plus non-cash employee stock-based compensation
|
4,538
|
|
|
3,745
|
|
||
Plus gain on sale of equipment attributable to noncontrolling interest
|
—
|
|
|
440
|
|
||
Less benefit from income taxes
|
(1,230
|
)
|
|
(2,497
|
)
|
||
|
|
|
|
||||
Adjusted EBITDA
|
$
|
33,092
|
|
|
$
|
21,036
|
|
Balance Sheet Data:
|
March 31, 2019
|
|
December 31,
2018
|
||||
Cash and cash equivalents
|
$
|
10,428
|
|
|
$
|
10,389
|
|
Accounts receivable
|
156,767
|
|
|
148,919
|
|
||
Working capital (exclusive of current operating lease liabilities)
|
(19,917
|
)
|
|
(30,827
|
)
|
||
Stockholders' equity
|
213,538
|
|
|
200,253
|
|
Income statement data for the three months ended March 31,
|
2019
|
|
2018
|
||||
Total net revenue
|
$
|
271,549
|
|
|
$
|
231,392
|
|
Net loss attributable to RadNet common stockholders
|
(3,733
|
)
|
|
(7,338
|
)
|
|
Face Value
|
|
Discount
|
|
Total Carrying
Value |
|||
First Lien Term Loans
|
578,920
|
|
|
(14,272
|
)
|
|
564,648
|
|
SunTrust Term Loan
|
58,500
|
|
|
—
|
|
|
58,500
|
|
Total Term Loans
|
637,420
|
|
|
(14,272
|
)
|
|
623,148
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
RADNET, INC.
|
|
|
(Registrant)
|
|
|
|
|
Date: May 10, 2019
|
By:
|
/s/ Howard G. Berger, M.D.
|
|
|
Howard G. Berger, M.D., President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
Date: May 10, 2019
|
By:
|
/s/ Mark D. Stolper
|
|
|
Mark D. Stolper, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
a.
|
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a.
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Howard G. Berger, M.D.
|
|
Howard G. Berger, M.D.
|
|
President, Chief Executive Officer and Chairman of the Board of Directors
|
a.
|
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a.
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Mark D. Stolper
|
|
Mark D. Stolper
|
|
Executive Vice President
|
|
and Chief Financial Officer
|
|
/s/ Howard G. Berger, M.D.
|
|
Howard G. Berger, M.D.
|
|
Chairman, President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
May 10, 2019
|
|
/s/ Mark D. Stolper
|
|
Mark D. Stolper
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
May 10, 2019
|